Sabre Group Holdings, Inc. The
(www.amrcorp.com/sabr_grp/sabr_grp.htm)
Ticker: TSG 4200 American Boulevard
Exchange: New York Stock Exchange Fort Worth, Texas 76155
Industry: High-Tech (817) 931-7300

Type of Shares:Class A Common Shares Filing Date:8/8/96
U.S. Shares:16,160,000 Offer Date:10/11/96
Non-U.S. Shares:4,040,000 Filing Price: -
Primary Shares:20,200,000 Offer Price:$27.00
Secondary Shares:0 Gross Spread:$1.49
Offering Amount: $550,000,000 Selling:$0.90
Expenses:$1,350,000 Reallowance:$0.10
Shares Out After: -
Spin out parent firm: AMR Corporation

ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-1172
J.P. Morgan Securities Inc.Co-manager (212) 648-9922
Merrill Lynch & Co.Co-manager (212) 449-4600
Salomon Brothers Inc.Co-manager (212) 783-2947

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$1,529.60$838.30$767.50Assets:$855.80
Net Income:$225.90$119.10$127.10Liabilities:$304.60
EPS:Equity:$551.20

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a world leader in the electronic distribution of travel through its proprietary travel reservation and information system, SABRE, and is the largest electronic distributor of travel in the United States. In addition, the company is a leading provider of solutions to the airline industry and fulfills substantially all of the data processing, network and distributed systems needs of American Airlines and AMR's other subsidiaries. The company believes that its competitive strengths give it a leadership position in its markets and a foundation from which to pursue further growth. During the last 20 years, the company has developed core competencies that include a comprehensive knowledge of the travel industry, the capability to perform high-volume, high reliability, real-time transactions processing and expertise in the application of operations research.

Use of Proceeds
The proceeds from the proposed offering will be used to repay debt to parent company AMR Corporation and for general corporate purposes.

Last updated: 11/25/96

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