<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER 000-30634

                            ------------------------

                              TRAVELOCITY.COM INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                              <C>
                DELAWARE                                      75-2855109
      (State or other jurisdiction               (I.R.S. Employer Identification No.)
    of incorporation or organization

         15100 TRINITY BOULEVARD                                76155
            FORT WORTH, TEXAS                                 (Zip Code)
(Address of principal executive offices)
</TABLE>

      (Registrant's telephone number, including area code) (817) 785-8000

   (Former name, former address and former fiscal year, if changed since last
                                    report)

                            ------------------------

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.001 par value--16,632,218 as of May 11, 2001

--------------------------------------------------------------------------------
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<PAGE>
                                     INDEX
                              TRAVELOCITY.COM INC.

<TABLE>
<CAPTION>

<S>                     <C>                                                           <C>
PART I:                 FINANCIAL INFORMATION.......................................    3

Item 1.                 Financial Statements (unaudited)............................    3

                        Consolidated Balance Sheets--March 31, 2001 and
                          December 31, 2000.........................................    3

                        Consolidated Statements of Operations--Three months ended
                          March 31, 2001 and 2000...................................    4

                        Consolidated Statement of Stockholders' Equity--Three months
                          ended March 31,
                          2001......................................................    5

                        Consolidated Statements of Cash Flows--Three months ended
                          March 31, 2001 and 2000...................................    6

                        Notes to Consolidated Financial Statements..................    7

Item 2.                 Management's Discussion and Analysis of Financial Condition
                          and Results of Operations.................................   12

Item 3.                 Quantitative and Qualitative Disclosures About Market
                          Risk......................................................   25

PART II:                OTHER INFORMATION...........................................   26

Item 6.                 Exhibits and Reports on Form 8-K............................   26

SIGNATURE...........................................................................   27
</TABLE>

                                       2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                              TRAVELOCITY.COM INC.
                          CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED) (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              MARCH 31,   DECEMBER 31,
                                                                2001          2000
                                                              ---------   ------------
<S>                                                           <C>         <C>
ASSETS
CURRENT ASSETS
  Cash......................................................  $     347    $     859
  Marketable securities.....................................     85,799       70,696
  Accounts receivable, net of allowance for doubtful
    accounts of $2,361 and $649 at March 31, 2001 and
    December 31, 2000, respectively.........................     24,380       19,196
  Prepaid expenses and other current assets.................     24,871       18,755
                                                              ---------    ---------
    Total current assets....................................    135,397      109,506
PROPERTY AND EQUIPMENT
  Buildings and leasehold improvements......................      3,729        3,692
  Furniture, fixtures and equipment.........................      3,723        3,608
  Computer equipment........................................     24,016       22,828
                                                              ---------    ---------
                                                                 31,468       30,128
  Less accumulated depreciation and amortization............    (14,599)     (12,347)
                                                              ---------    ---------
    Total property and equipment............................     16,869       17,781

Intangible assets, net of accumulated amortization of
  $98,024 and $75,464 at March 31, 2001 and December 31,
  2000, respectively........................................    175,539      198,113
Other assets................................................     21,438        2,568
                                                              ---------    ---------
    TOTAL ASSETS............................................  $ 349,243    $ 327,968
                                                              =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable..........................................  $  11,740    $   6,242
  Accrued compensation and related benefits.................      3,942        3,910
  Payable to affiliates.....................................      1,986          191
  Deferred revenue..........................................     10,207           12
  Other accrued liabilities.................................      5,532        7,298
                                                              ---------    ---------
    Total current liabilities...............................     33,407       17,653

Long-term deferred revenue..................................     24,131        2,918
Other liabilities...........................................      1,036        1,109

STOCKHOLDERS' EQUITY
  Series A Preferred Stock, $.001 par value; 7,000 shares
    authorized at March 31, 2001 and December 31, 2000; no
    shares issued...........................................         --           --
  Common Stock, $.001 par value; 135,000 shares authorized;
    16,511 and 16,199 shares issued and outstanding at March
    31, 2001 and December 31, 2000, respectively............         17           16
  Class A Common Stock, $.001 par value; 33,000 shares
    authorized, issued and outstanding at March 31, 2001 and
    December 31, 2000.......................................         33           33
  Class B Common Stock, $.001 par value; 75,000 shares
    authorized at March 31, 2001 and December 31, 2000,
    respectively; no shares issued..........................         --           --
  Additional paid-in capital................................    430,450      424,903
  Equity options outstanding................................      6,833        4,225
  Accumulated other comprehensive income (loss).............     (1,179)         416
  Accumulated deficit.......................................   (145,485)    (123,305)
                                                              ---------    ---------
    Total stockholders' equity..............................    290,669      306,288
                                                              ---------    ---------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............  $ 349,243    $ 327,968
                                                              =========    =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                              TRAVELOCITY.COM INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
REVENUES
  Transaction...............................................  $ 50,858   $ 22,924
  Advertising...............................................    16,757      3,403
  Other.....................................................     5,236        696
                                                              --------   --------
    Total revenues..........................................    72,851     27,023
  Cost of revenues..........................................    25,120     12,144
                                                              --------   --------
  Gross profit..............................................    47,731     14,879
OPERATING EXPENSES
  Selling and marketing.....................................    35,840     16,674
  Technology and development................................     5,123      3,988
  General and administrative................................     6,349      3,494
  Expenses related to integration of Preview Travel.........        --        526
  Stock compensation(1).....................................     2,642      1,546
  Amortization of intangible assets and goodwill from the
    Merger..................................................    22,397      5,714
                                                              --------   --------
    Total operating expenses................................    72,351     31,942
                                                              --------   --------
OPERATING LOSS..............................................   (24,620)   (17,063)
OTHER INCOME (EXPENSE)
  Interest income, net......................................     1,150        334
  Other income and expense..................................    (5,750)        --
                                                              --------   --------
Loss before Sabre's interest in partnership.................   (29,220)   (16,729)
Sabre's interest in partnership.............................        --      7,658
Benefit for income taxes....................................       898         --
                                                              --------   --------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  METHOD....................................................   (28,322)    (9,071)
Cumulative effect of change in accounting method, net of
  Sabre's interest in partnership and income taxes..........     6,142         --
                                                              --------   --------
NET LOSS....................................................  $(22,180)  $ (9,071)
                                                              ========   ========
Loss per common share, basic and diluted:
  Loss before cumulative effect of change in accounting
    method..................................................  $  (1.46)  $   (.32)
  Cumulative effect of change in accounting method..........       .32         --
                                                              --------   --------
  NET LOSS..................................................  $  (1.14)  $   (.32)
                                                              ========   ========
Weighted average common shares used in loss per common share
  computation:
  Basic and diluted.........................................    19,420     28,449
                                                              ========   ========
</TABLE>

--------------------------

(1) Stock compensation relates to the following:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Cost of revenues............................................  $      2   $      1
Selling and marketing.......................................       381      1,332
Technology and development..................................       154         --
General and administrative..................................     2,105        213
                                                              --------   --------
  Total stock compensation..................................  $  2,642   $  1,546
                                                              ========   ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                              TRAVELOCITY.COM INC.
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       THREE MONTHS ENDED MARCH 31, 2001
                           (UNAUDITED) (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                               ACCUMULATED
                       SERIES A               CLASS A    CLASS B    ADDITIONAL     EQUITY         OTHER        ACCUMU-
                       PREFERRED    COMMON     COMMON     COMMON     PAID-IN       OPTIONS      COMPREHEN-      LATED
                         STOCK      STOCK      STOCK      STOCK      CAPITAL     OUTSTANDING    SIVE LOSS      DEFICIT     TOTAL
                       ---------   --------   --------   --------   ----------   -----------   ------------   ---------   --------
<S>                    <C>         <C>        <C>        <C>        <C>          <C>           <C>            <C>         <C>
Balance at
  December 31, 2000..    $ --        $16        $33        $ --      $424,903      $4,225        $   416      $(123,305)  $306,288

Issuance of 312
  common shares
  pursuant to stock
  option, restricted
  stock incentive and
  stock purchase
  plans..............      --          1         --          --         5,524          --             --             --      5,525

Stock based
  compensation for
  consultants and
  employees of the
  Company and
  Travelocity
  Holdings...........      --         --         --          --            23       2,608             --             --      2,631
  Comprehensive loss:
  Net loss...........      --         --         --          --            --          --             --        (22,180)   (22,180)
  Unrealized losses
    on investments,
    net of tax.......      --         --         --          --            --          --         (1,595)            --     (1,595)
                                                                                                                          --------
  Comprehensive
    loss.............                                                                                                      (23,775)
                         ----        ---        ---        ----      --------      ------        -------      ---------   --------
Balance at
  March 31, 2001.....    $ --        $17        $33        $ --      $430,450      $6,833        $(1,179)     $(145,485)  $290,669
                         ====        ===        ===        ====      ========      ======        =======      =========   ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                              TRAVELOCITY.COM INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED) (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
OPERATING ACTIVITIES
Net loss....................................................  $(22,180)  $ (9,071)
Adjustments to reconcile net loss to cash used for operating
  activities
  Cumulative effect of change in accounting method..........    (6,142)        --
  Depreciation and amortization.............................    33,016      7,375
  Unrealized loss on HRN warrants...........................     5,783         --
  Stock compensation........................................     2,633      1,546
  Sabre's interest in partnership...........................        --     (7,664)
  Other, net................................................      (227)        --
  Changes in operating assets and liabilities:
    Accounts receivable and other assets....................    (7,794)    (2,095)
    Accounts payable, accrued and other liabilities.........     2,879      2,927
    Prepayment to strategic distribution partners...........   (11,050)   (40,000)
    Deferred revenue........................................     2,404      1,050
    Payable to affiliates...................................     1,795       (325)
                                                              --------   --------
  Cash provided by (used for) operating activities..........     1,117    (46,257)

INVESTING ACTIVITIES
Cash acquired from Preview Travel, net of direct acquisition
  costs.....................................................        --      1,244
Additions to property and equipment.........................    (1,340)    (1,555)
Net increase in marketable securities.......................    (4,082)   (63,378)
Other investing activities..................................        --     (2,645)
                                                              --------   --------
  Cash used for investing activities........................    (5,422)   (66,334)

FINANCING ACTIVITIES
Cash advances from Sabre affiliates.........................        --      6,818
Contribution of cash by Sabre in connection with the
  Merger....................................................        --     52,680
Proceeds from issuance of common stock......................        --     54,000
Proceeds from exercise of stock options.....................     4,017         --
Other financing activities..................................      (224)        --
                                                              --------   --------
  Cash provided by financing activities.....................     3,793    113,498
                                                              --------   --------
Net increase (decrease) in cash and cash equivalents........      (512)       907
Cash at beginning of the period.............................       859         --
                                                              --------   --------
Cash at end of the period...................................  $    347   $    907
                                                              ========   ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
                              TRAVELOCITY.COM INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.  GENERAL INFORMATION

    Travelocity.com Inc. ("Travelocity" or the "Company") is, after giving
effect for the merger with Preview Travel, Inc. ("Preview Travel") on March 7,
2000 (the "Merger"), the largest online travel agency in terms of gross
bookings. The Company was incorporated in Delaware on September 30, 1999 as a
wholly-owned subsidiary of Sabre Holdings Corporation ("Sabre").

    Travelocity is a holding company whose sole assets are units of
Travelocity.com LP (the "Partnership"), a limited partnership, formed on
September 30, 1999. Effective upon the Merger, the Partnership became the owner
and operator of the combined assets and liabilities of the former Travelocity
business unit of Sabre (the "Travelocity Division") and Preview Travel.

    The Company, through the Partnership, is engaged in consumer-direct travel
distribution over the Internet. Through its online travel Web sites, which are
accessible free of charge through the Internet and online services, leisure and
business travelers can compare prices, make travel reservations and obtain
destination information. The Company features booking and purchase capability
for airlines, car rental and hotel companies, cruises and vacation packages, and
offers access to a database of information regarding specific destinations and
other information of interest to travelers. The Internet address for the
Company's main Web site is WWW.TRAVELOCITY.COM.

    The Company and Sabre are the partners in the Partnership. The Company
currently holds an approximate 39% equity interest in the Partnership, with the
remaining approximate 61% equity interest held by Sabre. Sabre, through
ownership of shares of the Company's common stock and Class A Common Stock, also
holds an approximate 26% equity interest in the Company. Sabre currently
beneficially holds an approximate 71% economic interest in the Partnership--that
is:

    - an approximate 61% equity interest held directly and indirectly through
      wholly-owned subsidiaries, plus

    - an approximate 10% equity interest held through the Company--that is, 26%
      (Sabre's equity interest in the Company) of 39% (the Company's equity
      interest in the Partnership).

    Sabre and its affiliates hold 33.0 million shares of the Company's Class A
Common Stock, which together with 30.0 million units of the Partnership held
directly by Sabre and its affiliates, are convertible into 33.0 million shares
of the Company's common stock. As of March 31, 2001 Sabre also held 2,033,970
shares of the Company's common stock.

    If Sabre exercised its right to convert its partnership units into common
stock, the Company would have approximately 49.5 million common stock equivalent
shares outstanding, of which Sabre would own approximately 71% and non-Sabre
stockholders would own approximately 29%.

    Sabre's common stock and Class A Common Stock holdings represent an
approximate 71% voting interest in the Company. Through this voting interest,
Sabre is able to significantly influence the management and affairs of the
Company and all matters requiring stockholder approval.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION.  The accompanying consolidated financial statements
include the accounts of the Company after elimination of all significant
intercompany balances and transactions. For periods prior to the Merger, the
financial statements have been prepared using Sabre's historical basis in the
assets and liabilities of the Travelocity Division. The results of operations of
Preview Travel have been

                                       7
<PAGE>
included in the accompanying financial statements beginning with the date of the
Merger. The financial statements include the results of operations, financial
condition and cash flows of the Company as a division of Sabre for periods prior
to the Merger, and may not be indicative of actual results of operations and
financial position of the Company under other ownership. Management believes the
income statements include a reasonable allocation of administrative costs
incurred by Sabre on behalf of the Company.

    The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, these financial statements
contain all adjustments, consisting of normal recurring accruals, necessary to
present fairly the financial position, results of operations and cash flows for
the periods indicated. The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results may differ from these
estimates. The Company's quarterly financial data should be read in conjunction
with the consolidated financial statements and notes of the Company for the year
ended December 31, 2000 included in the Company's Annual Report on Form 10-K.

    Sabre has a majority equity interest in the Partnership and the general
presumption would be for Sabre to consolidate the Partnership into its financial
statements. Although the Company does not have a majority equity interest in the
Partnership, it controls the Partnership through the Partnership's board of
directors since it has the right to appoint a majority of the directors.
Furthermore, although Travelocity Holdings, Inc. ("Travelocity Holdings"), a
wholly-owned subsidiary of Sabre, manages the day to day operations of the
Partnership pursuant to a management services agreement, it is subject to the
direction and oversight of the Partnership's board of directors. As such, the
Partnership's board of directors has the unilateral ability to control the
management of the Partnership, thereby enabling the Company to consolidate the
Partnership in its separate financial statements.

    The Company's consolidated financial statements include the financial
statements of the Company and the Partnership, with Sabre's interest in the
Partnership's results of operations presented as a single line item, "Sabre's
interest in partnership," in the Company's statement of operations. The amount
of loss attributable to Sabre's interest is limited to the carrying amount of
Sabre's basis in the Partnership as recorded on the date of the Merger,
approximately $62.1 million. Losses attributable to Sabre's interest in the
Partnership exceeding $62.1 million are recognized in the net loss attributable
to the Company's common stockholders. During the three months ended March 31,
2001 the Company recognized net losses totaling approximately $13.4 million
related to losses attributable to Sabre in excess of Sabre's basis in the
Partnership. If and when the results of operations of the Partnership become
profitable, net income attributable to the Company's stockholders will be
increased by the amount of losses attributable to Sabre in excess of Sabre's
basis in the Partnership previously recognized by the Company. The Company's
consolidated results of operations and financial position consists of the total
of the Company's share of the Partnership's results and 100% of the Company's
results.

    RECLASSIFICATIONS.  Certain amounts for the prior year have been
reclassified to conform to the current year presentation.

    CHANGE IN METHOD OF ACCOUNTING.  The Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities ("FAS 133") effective January 1, 2001. FAS 133 requires the Company
to recognize all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in the fair
value of derivatives will either be

                                       8
<PAGE>
offset against the change in fair value of the hedged assets, liabilities, or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings. At
January 1, 2001, the Company held warrants received by the Partnership from
Hotel Reservations Network, Inc. ("HRN") in connection with an affiliation
agreement. As a result of the cumulative effect of the adoption of FAS 133, the
Company reported a gain of $6.1 million, net of Sabre's interest in the
Partnership of zero and net of income taxes of approximately $1 million. The
gain was calculated based on the Black-Scholes value of the warrants at
January 1, 2001. Any actual gains or losses realized by the Company will be
dependent upon HRN's stock price at the time HRN stock acquired upon exercise of
the warrants is sold (Note 6).

3.  MARKETABLE SECURITIES

    Effective with the Merger, the Company began to administer its own
investment portfolio. The Company maintains an investment policy intended to
ensure the safety and preservation of invested funds by limiting default risk,
market risk and reinvestment risk. The Company does not currently use derivative
financial instruments to manage or reduce market risk. The Company's investment
policy is to invest in high credit quality securities such as debt instruments
of the United States government and its agencies and high quality corporate
issuers, as well as money market funds. Investments include only marketable
securities with active secondary or resale markets to ensure portfolio
liquidity.

    Marketable securities, including shares of HRN Class A Common Stock
(Note 6), are classified as available-for-sale securities and are carried at
fair value, based on quoted market prices, with the unrealized gains or losses,
net of tax, reported in stockholders' equity. The amortized cost of debt
securities is adjusted for amortization of premiums and accretion of discounts
to maturity, both of which are included in interest income.

    All investments are classified as current assets.

4.  LOSS PER COMMON SHARE

    Net loss per common share is calculated based on the weighted average number
of common shares outstanding during the period. Diluted earnings per share is
calculated based on the weighted average common shares outstanding during the
period plus any dilutive common equivalent shares outstanding.

    The weighted average shares used in the calculation of basic earnings per
share for the three months ended March 31, 2000 have been calculated as if the
33.0 million shares of Class A Common Stock held by Sabre were outstanding as
common shares from January 1, 2000 through the Merger with Preview Travel on
March 7, 2000. Subsequent to the Merger, basic earnings per share has been
computed as if Sabre's 33.0 million shares of Class A Common Stock had been
converted into 3.0 million shares of common stock. The common shares issued to
stockholders in connection with the Merger are also included in the weighted
average share calculation effective from the date of issuance.

    Outstanding employee stock options at March 31, 2001 and 2000 to purchase
approximately 3.2 and 4.6 million shares, respectively, of the Company's common
stock and 30.0 million shares of Class A Common Stock held by Sabre were
excluded from the computation of diluted earnings per share as their effect
would have been antidilutive.

5.  STOCK COMPENSATION

    At July 1, 2000, the Company prospectively adopted Interpretation No. 44,
ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION("FIN 44"). FIN
44 required significant changes to previous practice regarding the accounting
for certain stock compensation arrangements. FIN 44 does not change APB 25's
intrinsic value method, under which compensation expense is generally not
recognized

                                       9
<PAGE>
for grants of stock options to employees with an exercise price equal to the
market price of the stock at the date of grant, but it has narrowed its
application.

    FIN 44 contains provisions whereby employees are defined as they are under
common law for purposes of applying APB 25. As a result, APB 25 does not apply
in the separate financial statements of a subsidiary for equity awards made by
the subsidiary to employees of the parent company, as these employees are not
considered to be employees of the grantor. Grants of equity awards made to such
employees are required to be recorded at fair value and recognized as expense
over the vesting period in the separate financial statements of the subsidiary.
Such grants are required to be revalued to fair value at each periodic reporting
date until vesting is complete, with a cumulative catch up adjustment recognized
for any changes in fair value.

    The adoption of FIN 44 required that the Company recognize expense at fair
value for grants of equity awards to employees of Travelocity Holdings
performing services for the Partnership under a management services agreement.
At March 31, 2001, unrecognized stock compensation expense relating to these
options totaled approximately $15.0 million. During the three months ended
March 31, 2001 the Company recognized $2.6 million in stock compensation expense
for options granted to employees of Travelocity Holdings.

    Additionally, certain stock compensation is recognized by the Company, based
on the intrinsic value of the awards, for options held by employees of the
Partnership relating to options which were converted at the date of the Merger
from existing unvested Sabre options into options to purchase shares of the
Company's common stock, and for options held by former officers of Preview
Travel which vest over the twelve month period following the Merger. Stock
compensation expense recognized during the three months ended March 31, 2000
related to these options was approximately $1.5 million. Stock compensation
recognized during the three months ended March 31, 2001 related to these options
was not significant.

6.  SIGNIFICANT TRANSACTIONS AND RELATIONSHIPS

    HOTEL RESERVATIONS NETWORK.  At January 1, 2001, the Company held warrants
for the purchase of shares of Class A Common Stock of HRN, received in
connection with an affiliation agreement entered into during 2000. During the
three months ended March 31, 2001, the Company completed two cashless exercises
of these warrants receiving approximately 420,000 shares of HRN stock. Upon
exercise of the warrants, the Company recorded losses totaling approximately
$2.9 million in other income, representing the excess of the fair value of the
warrants exercised, as measured using the Black-Scholes option valuation model,
over the fair value of the HRN common stock received. At March 31, 2001, the
shares of HRN stock are accounted for as available-for-sale marketable equity
securities, with a carrying value of approximately $10.8 million, based upon the
quoted market value of HRN stock as of that date.

    During March 2001, the Company extended its affiliation agreement with HRN
through July 31, 2005 and expanded the scope of the HRN relationship. In
connection with the expanded and extended agreement the Company received
additional vested warrants to purchase shares of HRN Class A Common Stock with a
fair value of approximately $29.9 million on the date of receipt. The Company
will recognize this amount as revenue over approximately four years. In
connection with the original affiliation agreement entered into in 2000, the
warrants from HRN were recorded at their estimated fair value of approximately
$2.5 million. The Company is recognizing this amount as revenue over the three
year term of the original agreement. The Company may also vest in additional
warrants in the future based upon the achievement of certain performance
metrics. The Company will recognize revenue, at fair value, as the additional
warrants are earned.

    At March 31, 2001 and December 31, 2000 the balance of deferred revenue
related to the HRN warrant was approximately $30.8 million and $1.8 million,
respectively. Approximately $22.1 million and

                                       10
<PAGE>
$918,000 of deferred revenue related to this agreement was classified as
long-term deferred revenue at March 31, 2001 and December 31, 2000,
respectively.

    Effective upon the adoption of FAS 133 on January 1, 2001 (Note 2), the
Company began recording the warrants received from HRN at fair value each
reporting date. At March 31, 2001, the fair value of the HRN warrants held by
the Company totaled approximately $21.4 million, which is classified as other
assets in the accompanying balance sheet. The Company recorded losses totaling
approximately $5.8 million in other income during the three months ended
March 31, 2001 relating to the changes in the fair value of the warrants,
including the $2.9 million loss recorded upon the cashless exercise discussed
above.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

OVERVIEW

    The information provided in this Management's Discussion and Analysis of
Financial Condition and Results of Operations includes the results of the
Company from the date of the merger ("Merger") with Preview Travel, Inc.
("Preview Travel") on March 8, 2000 and beyond and the historical results of the
former Travelocity business unit (the "Travelocity Division") of Sabre Holdings
Corporation ("Sabre"), as an operating unit of Sabre for all periods prior to
the Merger. Results for the three months ended March 31, 2001 and 2000 include
the impacts of the contribution agreements and the intercompany agreements
entered into between the Partnership and Sabre for the period prior to the
Merger. Results prior to the Merger do not include financial effects of the
Merger with Preview Travel. Historical results prior to the Merger are not
indicative of what our future financial position or results of operations
subsequent to the Merger will be. Pro forma results for the three months ended
March 31, 2001 and 2000 are also included herein to illustrate the effect of
these agreements and the Merger transaction on our historical operations and
financial position.

    We receive transaction revenue including, for 2001 and 2000, access fees
under our access agreement with Sabre. For both 2001 and 2000, transaction
revenue also includes commissions from travel suppliers for online purchases of
their products and services by customers.

    Gross bookings of travel services online increased from $399.4 million for
the three months ended March 31, 2000 to $833.6 million for the three months
ended March 31, 2001, which resulted in an increase in transaction revenues from
$22.9 million to $50.9 million for the corresponding periods. Gross bookings
represent the total purchase price of all travel services booked through our Web
site. Commencing with the fourth quarter of 2000, gross travel bookings include
those bookings made in connection with an agreement the Company has with Hotel
Reservations Network ("HRN"), a leading consolidator of hotel rooms for resale
in the consumer market in the United States. Gross bookings are not a financial
measurement in accordance with generally accepted accounting principles ("GAAP")
and should not be considered in isolation or as a substitute for other
information prepared in accordance with GAAP. Period-to-period comparisons of
gross bookings are not necessarily meaningful as a measure of our revenues due
to, among other things, changes in commission rates. As with operating results,
they should not be relied upon as an indication of future performance.

    Prior to the Merger, advertising revenue was generated primarily through an
agreement with DoubleClick Inc. ("DoubleClick") for the placement of advertising
on our Web site and through the direct selling of advertisements on our site.
Under the agreement, DoubleClick obtained advertisers for our site, collected
the revenue paid by the advertisers, and paid us an amount that was net of fees
due to DoubleClick for its service. We recorded advertising revenue generated
through the agreement with DoubleClick on a net of fee basis in the period the
advertisements were delivered. Effective with the Merger, the majority of our
advertising revenue is generated through sales by our direct sales force.
Beginning in the second quarter of 2000, advertising revenue includes our share
of travel related advertising revenue on the America Online, Inc. ("AOL") sites
under the terms of our revenue sharing agreement with AOL.

    Costs of revenues include costs of operating our customer service centers,
data processing charges and costs associated with operating our Internet
infrastructure.

GROSS MARGINS

    Our gross margins for the three months ended March 31, 2001 and 2000 were
65.5% and 55.0%, respectively, due primarily to a change in revenue mix. We
expect higher gross margins on advertising revenues than transaction revenues,
higher commission rates on vacation packages, hotel rooms and car rentals than
airline tickets. Direct incremental costs of our advertising revenues are not
significant.

                                       12
<PAGE>
RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
  2000

REVENUES

    TRANSACTION REVENUES.  Transaction revenues increased from $22.9 million to
$50.9 million for the three months ended March 31, 2000 compared to the three
months ended March 31, 2001, an increase of $27.9 million, 122%. This increase
was due primarily to an increase in gross bookings through our Web site and
added sales resulting from the Merger. Gross bookings increased from
$399.4 million for the three months ended March 31, 2000 to $833.6 million for
the three months ended March 31, 2001.

    ADVERTISING REVENUES.  Advertising revenues increased from $3.4 million (net
of fees paid to DoubleClick of $691,000) to $16.8 million for the three months
ended March 31, 2000 compared to the three months ended March 31, 2001, an
increase of $13.4 million, 392%. This increase was due primarily to a
significant increase in net revenue from our advertising revenue sharing
agreement with AOL and increased advertising impressions from the direct sale of
advertising by our internal sales force.

    OTHER REVENUES.  Other revenues increased from $696,000 to $5.2 million for
the three months ended March 31, 2000 compared to the three months ended
March 31, 2001, an increase of $4.5 million, 652%. This increase was due
primarily to the Company's receipt of service charges for the handling and
express delivery of certain paper tickets. The increase was also due to the
recognition of additional revenue related to warrants received from HRN during
the first quarter of 2001 compared with the same period in 2000. This was in
connection with an extended affiliation agreement that was entered into by the
Company with HRN in March 2001.

COSTS OF REVENUES

    Costs of revenues increased from $12.1 million to $25.1 million for the
three months ended March 31, 2000 compared to the three months ended March 31,
2001, an increase of $13.0 million, 107%. This increase was due to increases in
costs associated with the customer service center including the addition of
personnel, data processing and other costs associated with the customer service
center effective with the Merger. Costs of revenues declined as a percentage of
total revenue from 45.0% for the three months ended March 31, 2000 to 34.5% for
the three months ended March 31, 2001, due primarily to increased efficiencies
in the customer service centers.

OPERATING EXPENSES

    SELLING AND MARKETING.  Selling and marketing expenses consist of
advertising costs to promote the Company's Web site, the amortization of
payments made to strategic distribution partnerships with companies such as AOL,
Yahoo! Inc. ("Yahoo!"), Excite, Inc. ("Excite"), and At Home Corporation,
amortization of trademarks and salaries and benefits. Selling and marketing
expenses increased from $16.7 million to $35.8 million for the three months
ended March 31, 2000 compared to the three months ended March 31, 2001, an
increase of $19.1 million, 115%. This increase was due primarily to increased
costs related to the amortization of payments made to strategic distribution
partners effective with the Merger and an increase in advertising spending. The
increase was also due to an increase in salaries and other costs to support our
direct selling efforts and internal sales force.

    TECHNOLOGY AND DEVELOPMENT.  Technology and development expenses consist of
salaries and related costs and charges from Sabre for development and
maintenance of our Web site, including enhancements to and maintenance of our
Web site. Technology and development expenses increased from $4.0 million to
$5.1 million for the three months ended March 31, 2000 compared to the three
months ended March 31, 2001, an increase of $1.1 million, 28%. This increase was
due primarily to

                                       13
<PAGE>
additional costs incurred to enhance and maintain our Web site and an increase
in salaries and benefits associated with the transfer of development labor
headcount to the Partnership from Sabre in 2000 and additional headcount from
the Merger with Preview Travel. This increase was partially offset by a decrease
in development labor charges from Sabre due to the transfer of development labor
headcount to the Partnership.

    GENERAL AND ADMINISTRATIVE.  General and administrative expenses consist of
fees paid to Travelocity Holdings and Sabre for salaries and benefits for
Travelocity Holdings management devoted to the Company, corporate facility
services, legal services, accounting and other services. General and
administrative expense also includes salaries and benefits of management and
administrative costs of the Company. General and administrative expenses
increased from $3.5 million to $6.3 million for the three months ended
March 31, 2000 compared to the three months ended March 31, 2001, an increase of
$2.8 million, 82%. This increase was due primarily to salaries and benefits and
fees paid to Travelocity Holdings related to a management services agreement.
These costs increased as a result of additional administrative requirements
needed to support our growth and the Merger.

    INTEGRATION RELATED EXPENSES.  Integration related expenses represent costs
specifically associated with the integration of the Company and Preview Travel.
Integration related expenses were $526,000 for the three months March 31, 2000.
No comparable amounts were recorded for the three months ended March 31, 2001.

    STOCK COMPENSATION.  Stock compensation expenses represent the expenses,
measured at fair value, associated with stock options held by employees of
Travelocity Holdings. Stock compensation is recorded in accordance with
Interpretation No. 44, ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK
COMPENSATION ("FIN 44"), which was adopted by the Company on July 1, 2000. FIN
44 required the Company to recognize stock compensation expense at fair value
for options held by employees of Travelocity Holdings. In addition, stock
compensation expense includes expense associated with the acceleration of
vesting of stock options held by certain key former employees of Preview Travel.
This expense is being recognized over the shorter of the estimated remaining
service period or the twelve-month period following the close of the Merger.
Stock compensation expense also includes expense for unvested stock options held
by former employees of Sabre that were converted into the Company's stock
options on the date of the Merger and expense for options granted to a
consultant by Preview Travel which were assumed in the Merger. Stock
compensation expense was $1.5 million and $2.6 million for the three months
ended March 31, 2000 compared to the three months ended March 31, 2001.

    AMORTIZATION OF INTANGIBLE ASSETS AND GOODWILL.  Amortization of intangible
assets and goodwill represents the amortization of intangible assets and
goodwill recorded in conjunction with the Merger. Total amortization expense for
the three months ended March 31, 2000 and March 31, 2001 was $5.7 million and
$22.4 million, respectively. The goodwill is being amortized over a three-year
period.

    INTEREST INCOME, NET.  Interest income represents interest income on
marketable securities held by the Company. Interest income for the three months
ended March 31, 2000 and March 31, 2001, net of interest expense related to
capital lease obligations acquired effective with the Merger, was $334,000 and
$1.2 million, respectively.

    OTHER INCOME AND EXPENSE.  Other income and expense primarily represents
unrealized losses incurred on the Company's investments that are subject to the
provisions of FAS 133 following the initial adoption January 1, 2001 as
described above. It also includes unrealized losses on the exercise of HRN
warrants to receive Class A Common Stock. This was calculated based on the
difference in the fair value of the warrants exercised and the fair market value
of the HRN stock received on the date of the transactions. Other income and
expense for the three months ended March 31, 2001 was ($5.8) million. No amount
was recorded for the three months ended March 31, 2000.

                                       14
<PAGE>
    SABRE'S INTEREST IN PARTNERSHIP.  Sabre's interest in the Partnership
represents the allocation of the Partnership's losses which consolidates with
the Company for financial reporting purposes to Sabre, based on Sabre's direct
ownership interest in the Partnership during 2000. The amount of losses which
may be allocated to Sabre are, under generally accepted accounting principles,
limited to the amount of Sabre's investment in the Partnership. Because losses
attributable to Sabre's interest exceeded Sabre's interest in the Partnership in
2000, no losses have been allocated to Sabre for the three months ended
March 31, 2001.

    PROVISION FOR INCOME TAXES.  Net operating losses acquired from Preview
Travel will not offset the Company's tax provision. Goodwill and non-current
intangible assets recorded in connection with the acquisition will be reduced as
net operating losses are utilized in the Company's tax return. If goodwill and
non-current intangible assets have been fully amortized or reduced to zero,
income tax expense will be reduced.

    The goodwill associated with the Preview Travel acquisition is not
deductible for tax purposes.

    CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD.  The Company adopted
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("FAS 133") effective January 1, 2001.
FAS 133 requires the Company to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. At January 1, 2001,
the Company held warrants received by the Partnership from HRN in connection
with an affiliation agreement. As a result of the cumulative effect of the
adoption of FAS 133, the Company reported a gain of $6.1 million, net of Sabre's
interest in the Partnership of zero and net of income taxes of approximately
$1 million. The gain was calculated based on the Black-Scholes value of the
warrants at January 1, 2001. Any actual gains or losses realized by the Company
will be dependent upon HRN's stock price at the time HRN stock acquired upon
exercise of the warrants is sold.

    NET LOSS.  Net loss increased $13.1 million, 145%, from $9.1 million to
$22.2 million, due primarily to the increase in operating expenses offset by the
increase in gross profit, net of Sabre's interest in the results of operations
of the Partnership.

PRO FORMA STATEMENT OF OPERATIONS BEFORE SPECIAL ITEMS

    The unaudited pro forma statement of operations before special items data in
the table below outlines the results of operations before special items for the
Company for the first quarter of 2001 compared to the respective year-ago period
for the combined Company (including Preview Travel). The information presented
below assumes the Merger of the Company and Preview Travel occurred on
January 1, 2000. The unaudited statements of operations before special items are
based upon certain estimates and assumptions, and may not be indicative of the
Company's actual results of operations. The unaudited statements of operations
before special items exclude the recognition of certain expenses and give effect
to the use of net operating loss carryforwards acquired from Preview Travel.
Special items not recognized in the unaudited statements of operations include
the amortization of goodwill and intangible assets recorded in connection with
the acquisition of Preview Travel, certain non-recurring costs incurred during
the integration of Preview Travel, non-cash stock compensation expenses, the
cumulative effect of the adoption of FAS 133 on January 1, 2001 and unrealized
changes in the fair value of HRN warrants held by the Company. The unaudited pro
forma statement of operations data should be read in conjunction with the
Financial Statements and related notes thereto included elsewhere herein. Pro
forma adjustments include the impact of intercompany agreements and

                                       15
<PAGE>
other adjustments associated with the Merger. Amounts shown below are in
thousands, except per share amounts.

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                           -------------------
                                                             2001       2000
                                                           --------   --------
<S>                                                        <C>        <C>
Revenues
  Transaction............................................  $50,858    $ 29,774
  Advertising............................................   16,757       5,225
  Other..................................................    5,236         696
                                                           -------    --------
    Total revenues.......................................   72,851      35,695
Cost of revenues.........................................   25,120      15,895
                                                           -------    --------
Gross profit.............................................   47,731      19,800
Operating expenses
  Selling and marketing..................................   35,840      24,357
  Technology and development.............................    5,123       5,207
  General and administrative.............................    6,349       5,400
                                                           -------    --------
    Total operating expenses.............................   47,312      34,964
Operating profit (loss)..................................      419     (15,164)
Interest income, net.....................................    1,150         544
                                                           -------    --------
Profit (loss) before Sabre's interest....................    1,569     (14,620)
Sabre's interest in partnership..........................     (951)      9,058
                                                           -------    --------
Profit (loss) after Sabre's interest.....................      618      (5,562)
Provision for income taxes...............................       --          --
                                                           -------    --------
Net profit (loss) after Sabre's interest.................  $   618    $ (5,562)
                                                           =======    ========
Net profit (loss) per share after Sabre's interest.......  $  0.03    $  (0.31)
                                                           =======    ========
Weighted average shares outstanding......................   22,289      17,658
                                                           =======    ========
</TABLE>

GROSS MARGINS

    Pro forma gross margins for the three months ended March 31, 2001 and 2000
were 65.5% and 55.5%, respectively.

RESULTS OF OPERATIONS

PRO FORMA THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO PRO FORMA THREE MONTHS
  ENDED MARCH 31, 2000

REVENUES

    TRANSACTION REVENUES.  Pro forma transaction revenues increased from
$29.8 million to $50.9 million for the three months ended March 31, 2000
compared to the three months ended March 31, 2001, an increase of
$21.1 million, 71%. This increase was due primarily to increased air and non-air
revenues which increased 71% and 72%, respectively, compared to the same quarter
last year. Pro forma gross bookings increased from $504.3 million for the three
months ended March 31, 2000 to $833.6 million for the three months ended
March 31, 2001.

    ADVERTISING REVENUES.  Pro forma advertising revenues increased from
$5.2 million (net of fees paid to DoubleClick of $691,000) to $16.8 million for
the three months ended March 31, 2000 compared to the three months ended
March 31, 2001, an increase of $11.5 million, 221%. This increase was due

                                       16
<PAGE>
primarily to a significant increase in net revenue from our advertising revenue
sharing agreement with AOL and increased advertising impressions from the direct
sale of advertising by our internal sales force.

    OTHER REVENUES.  Pro forma other revenues increased from $696,000 to
$5.2 million for the three months ended March 31, 2000 compared to the three
months ended March 31, 2001, an increase of $4.5 million, 652%. The increase was
due primarily to the Company's receipt of service charges for the handling and
express delivery of certain paper tickets and an increase in revenue related to
certain warrants received from HRN in connection with an affiliation agreement.

COSTS OF REVENUES

    Pro forma costs of revenues increased from $15.9 million to $25.1 million
for the three months ended March 31, 2000 compared to the three months ended
March 31, 2001, an increase of $9.2 million, 58%. This increase was due to
increases in costs associated with the customer service center and salaries and
employee related costs due primarily to the increase in transactions on our Web
site.

OPERATING EXPENSES

    SELLING AND MARKETING.  Pro forma selling and marketing expenses increased
from $24.4 million to $35.8 million for the three months ended March 31, 2000
compared to the three months ended March 31, 2001, an increase of
$11.5 million, 47%. This increase was due to increased costs relating to the
amortization of payments made to strategic distribution partners and additional
advertising spending. Part of the increase was also due to an increase in
salaries and other employee related costs to support additional direct selling
efforts.

    TECHNOLOGY AND DEVELOPMENT.  Pro forma technology and development expenses
decreased slightly from $5.2 million to $5.1 million for the three months ended
March 31, 2000 compared to the three months ended March 31, 2001, a decrease of
$100,000, 2%.

    GENERAL AND ADMINISTRATIVE.  Pro forma general and administrative expenses
increased from $5.4 million to $6.3 million for the three months ended
March 31, 2000 compared to the three months ended March 31, 2001, an increase of
$949,000, 18%. This was due primarily to an increase in salaries and employee
related costs that increased as a result of additional administrative
requirements needed to support our growth and to certain non-recurring expenses.

    SABRE'S INTEREST IN PARTNERSHIP.  Sabre's interest in the Partnership
represents the allocation of the Partnership's profits and losses which
consolidates with the Company for financial reporting purposes to Sabre, based
on Sabre's direct ownership interest in the Partnership during 2000 and 2001.
The allocation was approximately 62% and 61% for the three months ended
March 31, 2000 and March 31, 2001, respectively.

    PROVISION FOR INCOME TAXES.  The Company's net operating loss carryforwards
shield current income for the first quarter 2001 without need for a provision
for income taxes.

ANTICIPATED LOSSES

    The Company has incurred significant operating losses since its inception as
an operating unit of Sabre, and has continued to incur losses since the Merger.
For the future, our success will depend to a large extent on our ability to
greatly increase sales volume so as to realize economies of scale and to
increase revenue from advertising and vacation packages resulting in higher
gross margins. As we increase spending for product development, advertising,
customer service, facilities, international expansion and general and
administrative expenses, we had expected to continue to incur lower costs as

                                       17
<PAGE>
a percent of revenue resulting in declining operating losses until the second
quarter of 2001, by the end of which time we expected to be at or close to
profitability, excluding the effects of non-cash stock compensation expense, the
amortization of goodwill and intangible assets and other special non-cash items.
The Company, however, was able to accomplish this by the end of the first
quarter 2001. The Company projects modest growth with a net profit, excluding
special items, during the remaining three quarters of 2001.

VARIABILITY OF RESULTS

    We expect to experience seasonality in our business, reflecting seasonal
fluctuations in the travel industry, Internet and commercial online service
usage and advertising expenditures. Travel bookings typically increase during
the first and second quarter in anticipation of summer travel and typically slow
in the third and fourth quarter. Due to the significant quarterly growth of our
business, this effect has not been historically evident in our operations, but
may become so in the future. Internet and commercial online service usage and
the rate of growth of such usage are expected to decline during the summer.
Depending on the extent to which the Internet and commercial online services are
accepted as an advertising medium, seasonality in the level of advertising
expenditures could become more pronounced for Internet-based advertising.
Seasonality in the travel industry, Internet and commercial online service usage
and advertising expenditures are likely to cause fluctuations in our operating
results and could have a material adverse effect on our business.

    Other factors that may adversely affect our operating results include:

    - our ability to retain existing customers, attract new customers and
      encourage repeat purchases;

    - our ability to adequately maintain and upgrade our Web sites and technical
      infrastructure;

    - our ability to obtain travel inventory from travel suppliers on
      satisfactory terms, particularly in competition with alliances formed by
      travel suppliers;

    - fluctuating gross margins due to a changing mix of revenues;

    - the amount and timing of operating costs related to expanding our
      operations;

    - general economic conditions or economic conditions specific to the
      Internet, online commerce and the travel industry;

    - the seasonal nature of the travel industry, Internet and commercial online
      service usage and advertising expenditures;

    - our ability to attract and retain advertisers on our Web sites; and

    - advertising revenues from our agreement with AOL may fluctuate due to the
      effects of seasonality.

Due to the foregoing factors, quarterly revenues and operating results are
difficult to forecast, and period-to-period comparisons of operating results
will not necessarily be meaningful and should not be relied upon as an
indication of future performance.

LIQUIDITY AND CAPITAL RESOURCES

    Net cash provided by operating activities for the three months ended
March 31, 2001 was $1.1 million which was due primarily to net income before
non-cash charges offset by payments to strategic distribution partners. Also
affecting cash provided by operating activities was an increase in accounts
payable and accrued liabilities and an increase in deferred revenues related to
warrants received in connection with an affiliation agreement. Net cash used for
operating activities for the three months ended March 31, 2000 was
$46.3 million which was due primarily to the prepayment to AOL of

                                       18
<PAGE>
$40 million, the net loss after non-cash charges and Sabre's interest in the
Partnership. This was partially offset by an increase in deferred revenues and
accounts payable.

    Net cash used for investing activities for the three months ended March 31,
2001 was $5.4 million. Investing activities included the purchase of marketable
securities and capital expenditures for furniture and fixtures, leasehold
improvements and computer equipment. Net cash used for investing activities for
the three months ended March 31, 2000 was $66.3 million which included the
purchase of marketable securities with funds received from Sabre in the Merger
and capital expenditures for furniture and fixtures and computer equipment.

    Net cash provided by financing activities for the three months ended
March 31, 2001 was $3.8 million due primarily to the exercise of stock options.
Net cash provided by financing activities for the three months ended March 31,
2000 was $113.5 million. Immediately prior to the Merger, Sabre contributed
$52.7 million in cash to the Partnership and received partnership units in
exchange. Additionally, the Company exercised its option to cause Sabre to
invest an additional $50.0 million in the Company in exchange for 1.2 million
shares of common stock of the Company. The Company contributed these funds to
the Partnership. Sabre is under no further obligation to fund the Partnership's
capital requirements. Effective with the Merger, we began maintaining our own
cash balances.

    As of March 31, 2001 we had $86.1 million in cash and marketable securities.
The Company expects to have positive cash earnings, excluding special items such
as amortization of goodwill, intangibles and stock compensation expense for the
remainder of 2001. As a result, we anticipate that cash requirements will be
funded by cash flows from operating activities. However, we cannot provide
assurance that cash flows from operations of the Partnership will exist or will
be sufficient to meet our cash requirements, such as contractual commitments to
our strategic distribution partners, including AOL and Yahoo!, or to make
capital expenditures or other expenditures necessary to support the anticipated
growth of the business or to respond to competition. In such event, we would be
required to obtain financing from the sale of equity securities or debt
financing. We cannot assure you that any such financing will be available or on
terms acceptable to us.

    At January 1, 2001, the Company held warrants for the purchase of shares of
Class A Common Stock of HRN, received in connection with an affiliation
agreement entered into during 2000. During the three months ended March 31,
2001, the Company completed two cashless exercises of these warrants receiving
approximately 420,000 shares of HRN stock. Upon exercise of the warrants, the
Company recorded losses totaling approximately $2.9 million in other income,
representing the excess of the fair value of the warrants exercised, as measured
using the Black-Scholes option valuation model, over the fair value of the HRN
common stock received. At March 31, 2001, the shares of HRN stock are accounted
for as available-for-sale marketable equity securities, with a carrying value of
approximately $10.8 million, based upon the quoted market value of HRN stock as
of that date.

    In 2001, we will use funds to enhance brand awareness and supplier
relationships, to perform product development and for working capital. Payments
due under our agreements with strategic distribution partners could also affect
our liquidity. Revenues under the AOL agreement are based on performance and are
difficult to predict. Accordingly, they may not occur in the same time periods
as payments we must make to AOL. Additionally, agreements with Yahoo!, Excite,
and other distribution partners include guaranteed payments.

CAUTIONARY STATEMENT

    Statements in this report which are not purely historical facts, including
statements regarding the Company's anticipations, beliefs, expectations, hopes,
intentions or strategies for the future, may be forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. All forward-looking statements in this report are based upon
information available to the

                                       19
<PAGE>
Company on the date of this report. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Any forward-looking statements
involve risks and uncertainties that could cause actual events or results to
differ materially from the events or results described in the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements.

RISK FACTORS

    Risks associated with an investment in the Company, and with achievement of
the Company's forward-looking statements in this report, its news releases, Web
sites, public filings, investor and analyst conferences and elsewhere include,
but are not limited to, the risk factors described below. Any of the risk
factors described below could have a material adverse effect on the Company's
business, financial condition or results of operations. The Company may not
succeed in addressing these challenges and risks.

A DECLINE IN COMMISSION RATES OR THE ELIMINATION OF COMMISSIONS BY AIRLINES AND
OTHER TRAVEL SUPPLIERS WOULD REDUCE OUR REVENUES.

    A substantial portion of our revenue comes from the commissions paid by
travel suppliers for bookings made through our online travel services. We do not
have written commission agreements with most travel suppliers and accordingly,
consistent with industry practices, these travel suppliers are not obligated to
pay any specified commission rates for bookings made through our Web sites or to
pay commissions at all. If airlines, hotel chains or other travel suppliers
reduce current industry commission rates or eliminate commissions entirely, our
revenues would be significantly reduced. We cannot provide assurances that
airlines, hotel chains or other travel suppliers will not reduce current
industry commission rates or eliminate commissions entirely, either of which
could reduce our revenues and margins, and adversely affect our business,
financial condition and results of operations.

    Recently, Northwest Airlines and its alliance partner KLM Royal Dutch
Airlines ("KLM") announced the elimination of commissions paid by them for
tickets booked through the Internet. As a result of such action, we are now
charging a $10 fee for all tickets booked on our Web sites for Northwest
Airlines and KLM. The imposition of the $10 fee may discourage our consumers
from purchasing such tickets from our Web sites. Some consumers may choose to
purchase tickets for Northwest Airlines and KLM through a different vendor or
from Northwest Airlines' and KLM's own Web sites. If other airlines or other
travel suppliers discontinue payment of commissions for tickets booked through
the Internet and, in turn, force us to charge a service fee, we could lose a
large portion of our customers and consequently experience a material adverse
effect on our business, financial condition and results of operations.

    We have also discontinued offering reservation booking capabilities for
Southwest Airlines Co. on our Web sites. However, we do not expect that such
action will have a material adverse effect on our business, financial condition
and results of operations.

TRAVEL INDUSTRY CONSOLIDATION, INCLUDING THE FORMATION OF STRATEGIC ALLIANCES
AND CONSORTIA TO REPLACE TRAVEL AGENCIES, MAY HARM OUR COMPETITIVE POSITION.

    We depend greatly on our relationships with airlines and other travel
suppliers, and adverse changes in these relationships could affect the inventory
of travel products available on our Web sites. Travel suppliers, including
travel content providers, may not make their services and products available to
us on satisfactory terms or at all, or may choose to provide their products and
services only to our competitors. In addition, we cannot assure you that our
travel suppliers will continue to sell products and services through global
distribution systems on terms satisfactory to us. It is possible that in
connection with industry consolidation, strategic alliances or other travel
supplier consortia, airlines and

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<PAGE>
other travel suppliers may choose not to distribute their travel products and
services through online distribution sites such as ours. Airlines and other
travel suppliers could decide to sell their travel products and services
exclusively through other distribution channels or to otherwise restrict our
access to their travel products and inventory. Either situation could
significantly reduce the volume or breadth of travel products and services
available on our Web sites. If we are unable to maintain or expand our
relationships with airlines and other travel suppliers, our ability to offer and
expand our travel service offerings or offer the lowest-priced travel inventory
could be reduced and our sales and revenues could be materially adversely
affected.

    Several major airline carriers have formed a joint sales agency known as
"Orbitz," which operates as an online travel reservations service and currently
plans to begin sales in June 2001. Pursuant to agreements among the carriers and
Orbitz, Orbitz will obtain favorable and in some cases exclusive access to
certain airline fares and inventory and will enjoy other rights and benefits,
including "most favored nations" privileges, not currently enjoyed by
independent travel agencies such as the Company. The U.S. Department of Justice
and the Attorneys General of twenty-one States and the Territory of Puerto Rico,
are currently investigating whether these agreements and arrangements violate
antitrust or aviation laws; however, we cannot assure you that these
investigations will be resolved on terms satisfactory to the Company. If Orbitz
is able to use its agreements with such carriers, and its other rights and
benefits from them, to create a more comprehensive product or service offering
than the Company, our sales and revenues could be materially adversely affected.

ADVERSE CHANGES OR INTERRUPTIONS IN OUR RELATIONSHIPS WITH DISTRIBUTION PARTNERS
AND OTHER THIRD PARTY SERVICE PROVIDERS COULD REDUCE OUR REVENUES.

    We rely on Yahoo!, AOL, Excite and other distribution partners for a
significant amount of our customers. If we are unable to maintain satisfactory
relationships with Yahoo!, AOL or Excite, or if these companies are unable to
maintain their positive market presence and reputation and steer online traffic
to our Web sites, our sales and revenue could decline, and our business,
financial condition and results of operations could be adversely affected.

    Any discontinuance in the services provided to us by third parties, such as
global distribution systems providers, web hosting providers and others, or any
deterioration or interruption of their services, would prevent consumers from
accessing or purchasing particular travel services through our Web sites, which
would reduce our sales and revenues and adversely impact our business, financial
condition and results of operations.

THE REVENUES DERIVED FROM OUR RELATIONSHIPS WITH COMPANIES SUCH AS YAHOO! AND
AOL MAY NOT BE SUFFICIENT TO OFFSET OUR SIGNIFICANT FINANCIAL COMMITMENTS TO
THOSE COMPANIES.

    We may not be able to achieve sufficient online traffic, travel bookings or
commissions to justify our significant financial obligations to Yahoo! and AOL
under various agreements. Under these agreements, we expect to pay at least
$28 million to Yahoo! over a three year period and at least $200 million to AOL
over a five year period. In addition, our financial obligations under these
agreements may limit our operational flexibility in the future, which could
materially affect our business, financial conditions and results of operations.

CONFLICTS OF INTEREST WITH SABRE COULD IMPEDE OUR BUSINESS STRATEGY AND HURT OUR
BUSINESS.

    Sabre Holdings Corporation and its affiliates currently own 12.3% of the
Company's issued and outstanding Common Stock and 33.0 million shares of the
Company's Class A Common Stock, which are convertible into shares of Common
Stock. If all of the Class A Common Stock were converted, Sabre Holdings
Corporation and its affiliates' ownership of the Company's issued and
outstanding Common Stock would increase from 12.3% to approximately 71%. There
is no limit on the ability of

                                       21
<PAGE>
Sabre Holdings Corporation and its affiliates to purchase shares of the
Company's Common Stock in the open market.

    As a result of their stock ownership, Sabre Holdings Corporation and its
affiliates exercise control over the Company and have the power to influence the
election of a majority of the directors of the Company, the appointment of the
Company's management and the approval of actions requiring a vote of the
Company's stockholders. Currently, five of the Company's directors are either
directors or officers of Sabre Holdings Corporation.

    Sabre Holdings Corporation and its affiliates' interests may conflict with
the interests of the Company or the Company's other stockholders. Sabre Holdings
Corporation and its affiliates could use their voting power to delay or prevent
a change in control, even if it is in the best interest of the Company to effect
such change in control or if a majority of the Company's other stockholders were
in favor of such change. Furthermore, we cannot assure you that Sabre Holdings
Corporation and its affiliates and the Company will be able to fairly resolve
any potential conflicts of interest that may arise between them, whether in
connection with the intercompany agreements between the parties or otherwise, or
that any resolution will be as favorable to the Company as if it were dealing
with an unaffiliated party.

BECAUSE WE ARE AFFILIATED WITH SABRE HOLDINGS CORPORATION AND ITS AFFILIATES,
POTENTIAL STRATEGIC PARTNERS OR VENDORS MAY NOT WISH TO ENTER INTO STRATEGIC
RELATIONSHIPS WITH US.

    Because of our affiliation with Sabre Holdings Corporation and its
affiliates, potential strategic partners or vendors may not wish to enter, or
may be contractually prohibited from entering into or expanding strategic
relationships with us. If too many potential strategic partners were to decline
strategic relationships with us, or if vendors were to limit their dealings with
us because of our affiliation with Sabre, our business, operating results and
financial condition could be materially adversely effected.

IF WE ARE UNABLE TO INCREASE OUR BRAND RECOGNITION AMONG CONSUMERS, WE MAY NOT
BE ABLE TO ATTRACT NEW MEMBERS AND INCREASE OUR REVENUES.

    We believe that establishing, maintaining and enhancing the Travelocity
brand is critical to our efforts to attract new members and increase our
revenues. The number of Web sites that offer competing services increases the
importance of establishing and maintaining brand recognition. Many of these Web
sites already have well-established brands in online services or the travel
industry generally. Promotion of the Travelocity brand will depend largely on
our success in providing a high-quality online experience supported by a high
level of customer service. In addition, we intend to increase our spending
substantially on marketing and advertising with the intention of expanding our
brand recognition to attract and retain online consumers and to respond to
competitive pressures. However, we cannot provide assurance that these
expenditures will be effective to promote our brand or that our marketing
efforts generally will achieve our goals. Our inability to effectively promote
our brand could have a material adverse affect on our business, financial
condition and results of operations. Even if the Company is successful in
promoting its brand, the increased brand recognition may not economically
justify the cost of brand promotion needed to achieve that recognition.

THE SUCCESS OF OUR BUSINESS IS DEPENDENT ON THE CONTINUED USE AND GROWTH OF THE
INTERNET AND THE EXTENT OF ACCEPTANCE AND PROFITABILITY OF ONLINE COMMERCE.

    Our future revenues and profits depend upon the widespread acceptance and
use of the Internet and online services as a medium for commerce. Rapid growth
in the use of the Internet and online services is a recent phenomenon. This
growth may not continue. A sufficiently broad base of consumers may not accept,
or continue to use, the Internet as a medium of commerce. Demand for and market

                                       22
<PAGE>
acceptance of recently introduced products and services over the Internet
involve a high level of uncertainty. If the growth of the Internet does not
continue or if consumers cease to accept the Internet as a medium of commerce,
our business, financial condition and results of operations will be adversely
affected.

    The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. Our success
will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a reliable
network backbone with the necessary speed, data capacity and security and the
timely development of complementary products for providing reliable Internet
access and services. Major online service providers and the Internet itself have
experienced outages and other delays as a result of software and hardware
failures and could face such outages and delays in the future. Outages and
delays are likely to adversely affect the level of Internet usage and the
processing of transactions on our Web sites. In addition, the Internet could
lose its viability because of delays in the development or adoption of new
standards to handle increased levels of activity or increased government
regulation. The adoption of new standards or government regulation may require
us to incur substantial compliance costs. Such costs may adversely affect our
business, financial condition and results of operations.

DECLINES OR DISRUPTIONS IN THE TRAVEL INDUSTRY COULD REDUCE OUR REVENUES.

    Our business and operations rely on the health and growth of the travel
industry. Travel is highly sensitive to business and personal discretionary
spending levels, and thus tends to decline during general economic downturns.
Our sales and revenues would be significantly reduced as a result of a decline
in travel by consumers. Events that tend to reduce travel would reduce our sales
and revenues, including:

    - price escalation in the airline industry or other travel-related
      industries;

    - airline or other travel related strikes;

    - political instability and hostilities;

    - regional hostilities and terrorism;

    - unusual periods of bad weather;

    - fuel price escalation;

    - increased occurrence of travel-related accidents; and

    - significant economic downturns and recessions.

RAPID TECHNOLOGICAL CHANGES MAY RENDER OUR TECHNOLOGY OBSOLETE OR DECREASE THE
ATTRACTIVENESS OF OUR SERVICES TO CUSTOMERS.

    In order to remain competitive in the online travel industry, we must
continue to enhance and improve the functionality and features of our Web sites.
If we fail to continually improve our Web sites' speed, personalization and
customer service, we could lag behind competitors or our Web sites could become
obsolete. As a result, we could lose market share and our revenues would
decline, which could have a material adverse effect on our business, financial
condition and results of operations. In addition, our services depend on complex
search mechanisms to find the best available fares. If our competitors develop
technology to help consumers find the best fares more quickly or easily, or at a
cheaper cost, then we may also lose market share. In order to remain
competitive, we may have to incur substantial costs and expenses to respond to
the increasingly sophisticated requirements of online

                                       23
<PAGE>
consumers and suppliers. Such costs and expenses may have a material adverse
effect on our business, financial condition and results of operations.

SECURITY BREACHES IN OUR SYSTEMS OR CREDIT CARD FRAUD COULD DAMAGE OUR
REPUTATION AND CAUSE US TO LOSE CUSTOMERS.

    Consumer concerns over the security of transactions conducted on the
Internet and over privacy issues may inhibit the growth of the Internet and
online commerce. The security of our customers confidential transaction data
could be jeopardized as a result of the accidental or intentional acts of
Internet users, our current and former employees or others, or computer viruses.
If we experience credit card fraud or if there is a breach in the security of
our systems, we could lose consumers' confidence and consequently, their
business. In addition, we may be liable for damages caused by security breaches.
Such liability could increase our expenses and exhaust our resources, which
could have a material adverse effect on our business, financial condition and
results of operations.

    Security breaches experienced by other electronic commerce companies could
reduce consumers' confidence in our Web sites. Although we plan to continue to
use encryption and authentication technology, these measures can be
circumvented. The costs required to continually upgrade our security measures
could be prohibitively expensive and could result in delays or interruption of
service that could result in a loss of consumers.

OUR COMPUTER SYSTEMS MAY SUFFER SYSTEM FAILURES, CAPACITY CONSTRAINTS AND
BUSINESS INTERRUPTIONS WHICH COULD INCREASE OUR OPERATING COSTS AND CAUSE US TO
LOSE CUSTOMERS.

    The interruption, impaired performance or insufficient capacity of our
systems could lead to interruptions or delays in our service, loss of data or
our inability to process reservations, which could cause us to lose customers.
Our systems and operations can be damaged or interrupted by fire, flood, power
loss, telecommunications failure, viruses, earthquake, tornado and similar
events and our redundant systems or disaster recovery plans may not be adequate.
If any of such events occur, it may have a material adverse effect on our
business, financial condition and results of operations. We must continually
devote substantial financial, technical and operational resources to expand and
upgrade our systems and infrastructure.

WE EXPECT TO CONTINUE TO INCUR NET LOSSES AND WE CANNOT ACCURATELY PREDICT WHEN
WE WILL OPERATE PROFITABLY.

    We anticipate that the Company will incur future losses. We expect our
operating expenses to increase significantly as we develop and expand our
services, expand our domestic and international operations, enhance the
Travelocity brand, fund site and content development and invest in operating
infrastructure. We will need to grow our revenues significantly in order to
become and stay profitable. If our revenues do not grow as expected to defray
the estimated costs and expenses, there could be a material adverse effect on
our business, operating results and financial condition.

OUR STOCK PRICE COULD FLUCTUATE SIGNIFICANTLY.

    We are an Internet-related company engaged in electronic commerce. Market
prices for stocks of this type have been volatile and as a result, the market
price of our common stock could experience extreme price fluctuations. If
revenues or earnings are less than expected for any quarter, the market price of
our common stock could significantly decline, even if the decline in our
revenues or earnings is not reflective of any long-term problems with our
business, financial condition and operating results. The market price of our
common stock could also fluctuate significantly as a result of sales or
distributions by our investors who own a substantial number of shares of our
common stock.

                                       24
<PAGE>
EVOLVING GOVERNMENT REGULATION COULD IMPOSE TAXES OR OTHER BURDENS ON OUR
BUSINESS WHICH COULD INCREASE OUR COSTS OR DECREASE DEMAND FOR OUR PRODUCTS.

    Increased regulation of the Internet or different applications of existing
laws might slow the growth of the use of the Internet and commercial online
services, which could decrease demand for our services, increase the cost of
doing business or otherwise reduce our sales and revenues.

    Federal legislation imposing limitations on the ability of states to tax
Internet-based sales was enacted in 1998. The Internet Tax Freedom Act exempts
specific types of sales transactions conducted over the Internet from multiple
or discriminatory state and local taxation through October 21, 2001. If this
legislation is not renewed when it terminates, state and local governments could
impose taxes on Internet-based sales. These taxes could decrease the demand for
our products and services or increase our costs of operations, which would have
a material adverse effect on our business, financial condition and results of
operations.

    Data collection, protection and privacy issues are a growing concern in the
U.S, and many countries around the world in which the Company does business or
may do business in the future. Evolving government regulation in these areas
could limit or restrict the Company's ability to market its products and
services to consumers, increase the Company's costs of operation and lead to a
decrease in demand for our products and services, which would have a material
adverse effect on our business, financial condition and results of operation.

OUR CONTINUED SUCCESS DEPENDS ON THE CONTINUING EFFORTS OF A FEW INDIVIDUALS AND
OUR ABILITY TO CONTINUE TO ATTRACT, RETAIN AND MOTIVATE HIGHLY SKILLED
EMPLOYEES.

    The loss of the services of Terrell B. Jones, our President and Chief
Executive Officer, could harm our ability to execute our business strategy and
expand our operations. Mr. Jones may not be able to fulfill his responsibilities
adequately or he may choose to leave us. Our success also depends on our ability
to hire, train, retain and manage highly skilled employees. There is a
significant shortage of, and intense competition for, personnel who are
technically skilled. We cannot assure you that we will be able to attract and
retain a sufficient number of qualified employees or that we will successfully
train and manage the employees we hire.

OUR ABILITY TO PROMOTE OUR SERVICES IN SOUTHEAST ASIA, AUSTRALIA, NEW ZEALAND,
JAPAN, INDIA AND OTHER NEARBY REGIONS IS RESTRICTED.

    An agreement between Sabre and Abacus International Pte Ltd., the operator
of a global distribution system, may restrict us from directing promotions of
our services specifically to consumers in Southeast Asia, Australia, New
Zealand, Japan, India and other nearby regions. The agreement also provides
Abacus the first opportunity to market our underlying technology to Internet
service providers in the restricted area. In addition, after we become
profitable, we will be required to transfer a proportional amount of revenues
based upon the percentage of bookings made in the restricted marketing area to a
joint venture between Sabre and Abacus. We will be able to deduct all direct and
indirect costs from bookings made from the restricted area. These restrictions
may in the future limit us from expanding our operations in Southeast Asia,
Australia, New Zealand, Japan, India and other nearby regions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Effective with the Merger on March 7, 2000, we began maintaining our own
cash balances. Our exposure to market risk for changes in interest rates relates
primarily to our investment portfolio. The Company maintains an investment
policy intended to ensure the safety and preservation of invested funds by
limiting default risk, market risk and reinvestment risk. We do not plan to use
derivative financial instruments to manage or reduce market risk. We mitigate
default risk by investing in high

                                       25
<PAGE>
credit quality securities such as debt instruments of the United States
government and its agencies and high quality corporate issuers, as well as money
market funds. Investments include only marketable securities with active
secondary or resale markets to ensure portfolio liquidity and maintain a prudent
amount of diversification.

    At March 31, 2001, there has not been a material change to the Company's
exposure to interest rate risk on investments since December 31, 2000.

    At January 1, 2001, the Company held warrants for the purchase of shares of
Class A Common Stock of HRN, received in connection with an affiliation
agreement entered into during 2000. As a result of completing two cashless
exercises of these warrants during the three months ended March 31, 2001, the
company holds approximately 420,000 shares of HRN Class A Common Stock. At
March 31, 2001, the shares of HRN common stock had a carrying value of
approximately $10.8 million.

    In May, 2001, the Company completed an additional cashless exercise of these
warrants. As a result of this transaction, the Company received approximately
640,000 shares of Class A Common Stock of HRN.

    The Company's shares of HRN Class A Common Stock are subject to market risk.
Any actual gains or losses realized by the Company will be dependent upon HRN's
stock price at the time HRN stock is sold.

    In May, 2001, the Company sold approximately 420,000 shares of HRN Class A
Common Stock.

PART II: OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

       None.

    (b) Reports on Form 8-K

       None.

                                       26
<PAGE>
                                   SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       TRAVELOCITY.COM INC.

Date: May 15, 2001                                     By:             /s/ TERRELL B. JONES
                                                            -----------------------------------------
                                                                         Terrell B. Jones
                                                              PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                                                             DIRECTOR
                                                                  (PRINCIPAL EXECUTIVE OFFICER)

                                                       By:            /s/ RAMESH K. PUNWANI
                                                            -----------------------------------------
                                                                        Ramesh K. Punwani
                                                                     CHIEF FINANCIAL OFFICER
                                                               (PRINCIPAL FINANCIAL AND ACCOUNTING
                                                                             OFFICER)
</TABLE>

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