<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, 2000.

<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 of            (I.R.S. Employer Identification No.)
    incorporation or organization)

        4200 BUCKINGHAM MD 1400                               76155
           FORT WORTH, TEXAS                                (Zip Code)
    (Address of principal executive
               offices)
</TABLE>

       Registrant's telephone number, including area code (817) 963-2923

                                 NOT APPLICABLE
   (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 / /   No /X/

    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--16,072,289 as of May 10, 2000

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

<TABLE>
<S>                     <C>                                                           <C>
PART I: FINANCIAL INFORMATION

Item 1.                 Financial Statements........................................         3

                        Consolidated Balance Sheets--March 31, 2000 and
                        December 31, 1999...........................................         3

                        Consolidated Statements of Operations--Three months ended
                        March 31, 2000 and 1999.....................................         4

                        Consolidated Statement of Stockholders' Equity--Three months
                        ended March 31, 2000........................................         5

                        Consolidated Statements of Cash Flows--Three months ended
                        March 31, 2000 and 1999.....................................         6

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

Item 2.                 Management's Discussion and Analysis of Financial Condition
                        and Results of Operations...................................        15

Item 3.                 Quantitative and Qualitative Disclosures About Market
                        Risk........................................................        24

PART II: OTHER INFORMATION

Item 6.                 Exhibits and Reports on Form 8-K............................        25

SIGNATURE...........................................................................        26
</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,
                                                                2000          1999
                                                              ---------   ------------
<S>                                                           <C>         <C>
ASSETS
CURRENT ASSETS
  Cash......................................................  $    907      $     --
  Investments...............................................    70,583            --
  Accounts receivable, net of allowance for doubtful
    accounts of $249 at March 31, 2000......................    10,236         3,259
  Receivable from affiliates, net...........................       297            --
  Prepaid expenses and other current assets.................    43,583           195
                                                              --------      --------
    Total current assets....................................   125,606         3,454
PROPERTY AND EQUIPMENT
  Buildings and leasehold improvements......................     1,710           726
  Furniture, fixtures and equipment.........................     2,035           995
  Computer equipment........................................    16,217         1,342
                                                              --------      --------
                                                                19,962         3,063
  Less accumulated depreciation and amortization............    (5,930)       (1,118)
                                                              --------      --------
    Total property and equipment............................    14,032         1,945
Intangible assets, net of accumulated amortization of $5,321
  and $4,810 at March 31, 2000 and December 31, 1999
  respectively..............................................     3,679         4,190
Intangible assets and goodwill, net of accumulated
  amortization of $5,714 at March 31, 2000..................   259,575            --
Marketable securities-long term.............................    12,498            --
Other assets................................................     4,328            50
                                                              --------      --------
    TOTAL ASSETS............................................  $419,718      $  9,639
                                                              ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable..........................................  $ 14,544      $  7,114
  Accrued compensation and related benefits.................     3,874           676
  Other accrued liabilities.................................     9,216           983
                                                              --------      --------
    Total current liabilities...............................    27,634         8,773
Payable to affiliates.......................................        --        68,884
Other liabilities...........................................       841           544
Sabre's interest in partnership.............................    54,288            --
STOCKHOLDERS' EQUITY (DEFICIT)
  Series A Preferred Stock, $0.001 par value; 40,000 shares
    authorized; 33,000 shares issued and outstanding........        33            --
  Class A Common Stock, $0.001 par value; 135,000 and 3,000
    shares authorized, 15,793 and 3,000 shares issued and
    outstanding at March 31, 2000 and December 31, 1999,
    respectively............................................        16             3
  Class B Common Stock, $.001 par value; 75,000 and 1,500
    shares authorized at March 31, 2000 and December 31,
    1999, respectively; no shares issued....................        --            --
  Contributions from affiliates.............................        --         7,841
  Stock subscription receivable from affiliate..............        --            (3)
  Additional paid-in capital................................   420,898            --
  Equity options outstanding................................     1,248            --
  Unrealized gains on investments...........................       234            --
  Accumulated deficit.......................................   (85,474)      (76,403)
                                                              --------      --------
    Total stockholders' equity (deficit)....................   336,955       (68,562)
                                                              --------      --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............  $419,718      $  9,639
                                                              ========      ========
</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,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
REVENUES
  Transaction...............................................  $ 22,924   $ 9,181
  Advertising...............................................     3,403     1,470
  Other.....................................................       696        77
                                                              --------   -------
    Total revenues..........................................    27,023    10,728
  Cost of revenues..........................................    12,144     8,365
                                                              --------   -------
  Gross profit..............................................    14,879     2,363
OPERATING EXPENSES
  Selling and marketing.....................................    16,674     5,158
  Technology and development................................     3,988     2,285
  General and administrative................................     3,494     1,040
  Expenses related to integration of Preview Travel.........       526        --
  Stock compensation........................................     1,546        --
  Amortization of intangible assets and goodwill from the
    Merger..................................................     5,714        --
                                                              --------   -------
    Total operating expenses................................    31,942     8,483
                                                              --------   -------
OPERATING LOSS..............................................   (17,063)   (6,120)
OTHER INCOME (EXPENSE)
  Interest income...........................................       334        --
Provision for income taxes..................................        (6)       --
                                                              --------   -------
  Loss before Sabre's interest in partnership...............   (16,735)   (6,120)
Sabre's interest in partnership.............................     7,664        --
                                                              --------   -------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS................  $ (9,071)  $(6,120)
                                                              ========   =======
  Loss per common share, basic and diluted..................  $   (.32)
                                                              ========
  Weighted average common shares used in loss per common
    share computation:
    Basic...................................................    28,449
                                                              ========
    Diluted.................................................    28,449
                                                              ========
</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, 2000
                           (UNAUDITED) (IN THOUSANDS)
<TABLE>
<CAPTION>
                                       SERIES A    CLASS A    CLASS B    CONTRIBUTIONS      STOCK       ADDITIONAL     EQUITY
                                       PREFERRED    COMMON     COMMON        FROM        SUBSCRIPTION    PAID-IN       OPTIONS
                                         STOCK      STOCK      STOCK      AFFILIATES      RECEIVABLE     CAPITAL     OUTSTANDING
                                       ---------   --------   --------   -------------   ------------   ----------   -----------
<S>                                    <C>         <C>        <C>        <C>             <C>            <C>          <C>
Balance at December 31, 1999.........     $--        $ 3        $--         $ 7,841          $(3)        $     --       $   --
Net loss.............................      --         --         --              --           --               --           --
Contribution of the assets and
  liabilities of the Travelocity
  Division by Sabre..................      --         --         --          (7,841)           3           80,721           --
Conversion by Sabre of 3,000 Class A
  common shares to 33,000 Series A
  preferred shares...................      33         (3)        --              --           --            8,619           --
Issuance of 14,378 Class A common
  shares in connection with the
  Merger with Preview Travel, Inc....      --         14         --              --           --          276,749           --
Issuance of 1,350 Class A common
  shares for cash....................      --          1         --              --           --           53,999           --
Issuance of 65 Class A common shares
  pursuant to stock option,
  restricted stock incentive and
  stock purchase plans...............      --          1         --              --           --              527           --
Options issued to consultants by
  Preview Travel, Inc. and assumed in
  the Merger.........................      --         --         --              --           --              283        1,248
Unrealized gains on investments......      --         --         --              --           --               --           --
                                          ---        ---        ---         -------          ---         --------       ------
Balance at March 31, 2000............     $33        $16        $--         $    --          $--         $420,898       $1,248
                                          ===        ===        ===         =======          ===         ========       ======

<CAPTION>
                                       UNREALIZED
                                         GAIN ON     ACCUMULATED
                                       INVESTMENTS     DEFICIT      TOTAL
                                       -----------   -----------   --------
<S>                                    <C>           <C>           <C>
Balance at December 31, 1999.........     $ --         $(76,403)   $(68,562)
Net loss.............................       --           (9,071)     (9,071)
Contribution of the assets and
  liabilities of the Travelocity
  Division by Sabre..................       --               --      72,883
Conversion by Sabre of 3,000 Class A
  common shares to 33,000 Series A
  preferred shares...................       --               --       8,649
Issuance of 14,378 Class A common
  shares in connection with the
  Merger with Preview Travel, Inc....       --               --     276,763
Issuance of 1,350 Class A common
  shares for cash....................       --               --      54,000
Issuance of 65 Class A common shares
  pursuant to stock option,
  restricted stock incentive and
  stock purchase plans...............       --               --         528
Options issued to consultants by
  Preview Travel, Inc. and assumed in
  the Merger.........................       --               --       1,531
Unrealized gains on investments......      234               --         234
                                          ----         --------    --------
Balance at March 31, 2000............     $234         $(85,474)   $336,955
                                          ====         ========    ========
</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,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
OPERATING ACTIVITIES
Net loss....................................................  $ (9,071)  $(6,120)
Adjustments to reconcile net loss to cash used for operating
  activities
  Amortization of intangible assets and goodwill from the
    Merger..................................................     5,714        --
  Other depreciation and amortization.......................     1,802       699
  Stock compensation........................................     1,546        --
  Changes in operating assets and liabilities:
    Accounts receivable and other assets....................    (4,638)     (368)
    Accounts payable, accrued and other liabilities.........     6,379     6,137
    Prepayment to strategic distribution partner............   (40,000)       --
    Payable to affiliates...................................      (325)   (1,402)
                                                              --------   -------
  Cash used for operating activities........................   (38,593)   (1,054)

INVESTING ACTIVITIES
Cash acquired from Preview Travel net of direct acquisition
  costs.....................................................     1,244        --
Additions to property and equipment.........................    (1,555)     (142)
Net increase in investments.................................   (63,378)       --
Other investing activities, net.............................    (3,491)       --
                                                              --------   -------
  Cash used for investing activities........................   (67,180)     (142)

FINANCING ACTIVITIES
Cash advances from Sabre affiliates.........................        --     1,196
Contribution of cash by Sabre in connection with the Merger
  with Preview Travel.......................................    52,680        --
Proceeds from issuance of common stock......................    54,000        --
                                                              --------   -------
  Cash provided by financing activities.....................   106,680     1,196
                                                              --------   -------
Increase in cash and cash equivalents.......................       907        --
Cash at beginning of the period.............................        --        --
                                                              --------   -------
Cash at end of the period...................................  $    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(SM) Inc. ("Travelocity.com" or the "Company"), is a leading
provider of online leisure and business travel services. Incorporated on
September 30, 1999 as a wholly-owned subsidiary of Sabre-Registered Trademark-
Holdings Corporation ("Sabre"), the Company 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 consummation of a
merger (the "Merger") with Preview Travel, Inc. ("Preview Travel") on March 7,
2000, the Partnership became the owner and operator of the combined assets and
liabilities of the former Travelocity-Registered Trademark- 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 Travelocity.com online travel Web
site, which is 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, directly and indirectly through wholly-owned
subsidiaries, are the partners in the Partnership. The Company holds an
approximate 38% equity interest in the Partnership, with the remaining 62%
equity interest held by Sabre. Sabre, through ownership of shares of the
Company's Class A Common Stock and Series A Preferred Stock, also holds an
approximate 22% equity interest in the Company. Sabre beneficially holds an
approximate 70% equity interest in the Partnership--that is:

    - a 62% equity interest held directly, plus

    - an 8% equity interest held through the Company--that is, 22% (Sabre's
      equity interest in the Company) of 38% (the Company's equity interest in
      the Partnership).

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. 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
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 component of Sabre for periods
prior to the Merger.

    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

                                       7
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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, 1999 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 62% 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
Company's consolidated results of operations and financial position consist of
the total of 38% of the Partnership's results and 100% of the Company's results.

    CASH AND CASH EQUIVALENTS--Effective with the Merger, the Company began to
maintain its own cash and cash equivalents. Short-term investments, without
regard to remaining maturity at acquisition, are not considered cash equivalents
for purposes of the statement of cash flows.

    Prior to the Merger, the Company did not maintain cash or cash equivalents.
Sabre maintained all cash balances, charging or crediting the Company through
intercompany accounts upon the recording of certain transactions, including the
collection of accounts receivable and the purchases of goods and services.

    INVESTMENTS--Effective with the Merger, the Company began to administer its
own investment portfolio. The Company maintains an investment policy which is
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.

    All investments are accounted for in accordance with Statement of Financial
Accounting Standards No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES. Marketable securities 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.

                                       8
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    All investments with original maturities greater than 90 days and current
maturities less than twelve months from the balance sheet date are classified as
current assets. Investments with maturities of twelve months or more from the
balance sheet date are classified as marketable securities--long term.

    RECENT ACCOUNTING PRONOUNCEMENTS--The Financial Accounting Standards Board
(FASB) has recently issued Interpretation No. 44, ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION("FIN 44"), an interpretation of
Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES ("APB 25"). FIN 44 will result in significant changes to current
practice regarding the accounting for stock compensation arrangements. It will
not change APB 25's intrinsic value method, under which compensation expense is
generally not recognized 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
will narrow 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 would 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 would not
be considered to be employees of the grantor. Grants of equity awards made to
such employees will be 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 may be 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.

    FIN 44 will require that the Company recognize expense at fair value for
grants of equity awards made subsequent to December 15, 1998 to employees of
Travelocity Holdings performing services for the Partnership under a management
services agreement for periods beginning after July 1, 2000. The Company is
currently evaluating the effect of FIN 44 on its earnings and financial
position.

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS

    MERGER AND RELATED TRANSACTIONS--Immediately prior to the consummation of
the Merger, Sabre and TSGL Holdings, Inc. ("TSGL Holdings"), a wholly-owned
subsidiary of Sabre, contributed the assets and liabilities of the Travelocity
Division and $52.7 million in cash to the Partnership and received partnership
units in exchange. Sabre then contributed a portion of its partnership units to
Travelocity Holdings, which in turn contributed a portion of those partnership
units to the Company such that these entities became partners in the
Partnership. Additionally, the Company exercised an option to cause Travelocity
Holdings to invest an additional $50.0 million in exchange for approximately
1.2 million shares of Class A Common Stock. The Company then contributed these
funds to the Partnership. As a result, immediately prior to the Merger, the
Partnership owned all of the assets and liabilities of the Travelocity Division
and $102.7 million in cash. Sabre owned the Partnership through a combination of
its direct interest, its interest held through Travelocity Holdings and TSGL
Holdings, and its interest held through the Company.

    On March 7, 2000, the Merger with Preview Travel was closed. In the Merger,
Preview Travel was merged with and into the Company, with the Company being the
surviving corporation. Each share of Preview Travel common stock was converted
into one share of the Company's Class A Common Stock.

                                       9
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS (CONTINUED)
Approximately 14.4 million shares of the Company's common stock were issued to
former Preview Travel stockholders in the Merger. Additionally, Yahoo! Inc.
("Yahoo!") made a minority investment in the Company on the date of the Merger.
The shares of the Company's common stock beneficially held by Travelocity
Holdings at December 31, 1999 were converted in the Merger into 33.0 million
shares of Series A Preferred Stock. The preferred stock receives dividends and
distributions on a basis as if it were converted into common stock. Sabre has
the right to exchange one Partnership unit and one share of the Company's
Series A Preferred Stock, which it holds, either directly or indirectly through
its wholly-owned subsidiary, for one share of the Company's common stock at any
time. If Sabre chooses to convert all partnership units and preferred stock
which it holds, it would receive 33.0 million shares of common stock. If this
were to occur, then the Company would have approximately 48.7 million common
stock equivalent shares outstanding, of which former Preview Travel stockholders
and Yahoo! would own approximately 30% and Sabre would own approximately 70%.

    Immediately after the Merger, the Company contributed all of the Preview
Travel assets and liabilities to the Partnership. Additionally, the Company
contributed the proceeds received in exchange for Class A common shares issued
to Yahoo!. The $50.0 million from Sabre was contributed to the Partnership prior
to the Merger. In exchange, the Company received partnership units representing
in total an approximate 38% equity interest in the Partnership. As a result, the
Company became a holding company whose sole asset is its interest in the
Partnership.

    As a result of the Merger and Partnership contributions, the Preview Travel
stockholders became the Company's public stockholders and received shares of
common stock in the Merger that equates to approximately a 30% equity interest
in the combined assets and liabilities of the Travelocity Division and Preview
Travel held by the Partnership--that is, 78% (their equity interest in the
Company) of the 38% equity interest in the Partnership held by the Company.

    Sabre beneficially holds an approximate 70% equity interest in the
Partnership--that is:

    - a 62% equity interest held directly or through its affiliates, plus

    - an 8% equity interest held through the Company--that is, 22% (its equity
      interest in the Company) of 38% (the Company's equity interest in the
      Partnership).

    The cost of the acquisition of Preview Travel was approximately
$286.2 million, measured as the fair market value of Preview Travel's
outstanding common stock on October 1, 1999, the last trading day before the
Merger agreement was announced, plus the value of the vested options of Preview
Travel assumed by the Company in the Merger, and other costs directly related to
the Merger as follows (in thousands):

<TABLE>
<S>                                                           <C>
Fair market value of Preview Travel's common stock..........  $253,395
Fair market value of vested Preview Travel stock options....    23,368
Investment advisor, legal, accounting and other professional
  fees and expenses.........................................     8,875
Other costs directly related to the Merger..................       561
                                                              --------
Total.......................................................  $286,199
                                                              ========
</TABLE>

                                       10
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS (CONTINUED)
    The costs of the acquisition have been allocated to the respective assets
and liabilities acquired, with the remainder recorded as goodwill, based on
preliminary estimates of fair values as follows (in thousands):

<TABLE>
<S>                                                           <C>
Working capital.............................................  $  4,212
Property and equipment......................................     5,148
Marketable securities-long term.............................    12,262
Noncurrent liabilities......................................      (624)
Intangible assets and goodwill..............................   265,201
                                                              --------
Total.......................................................  $286,199
                                                              ========
</TABLE>

    The estimates of fair value were determined by the Company's management
based on information furnished by management of Preview Travel and preliminary
independent valuations of the net assets acquired, including intangible assets.

    The goodwill recorded in the Merger is being amortized over a three-year
period.

    PRO FORMA STATEMENT OF OPERATIONS DATA--The unaudited pro forma statement of
operations data in the table below presents the effects of the Merger, the
contribution agreements and certain other agreements entered into at the
effective time of the Merger by the Partnership and Sabre as if these
transactions occurred on January 1, 1999. These agreements are an access
agreement, a technology services agreement, an intellectual property agreement,
a facilities agreement and an administrative services agreement. Amounts shown
below are in thousands, except per share amounts.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                          -------------------
                                                            2000       1999
                                                          --------   --------
<S>                                                       <C>        <C>
Total revenues..........................................  $ 35,695   $ 16,113
Net loss before Sabre's interest........................   (40,745)   (31,694)
Sabre's interest in partnership.........................   (25,262)   (19,650)
                                                          --------   --------
Loss attributable to common shareholders................  $(15,483)  $(12,044)
                                                          ========   ========
Basic and diluted loss per share........................  $  (1.06)  $  (0.88)
                                                          ========   ========
Weighted average shares outstanding.....................    14,658     13,743
                                                          ========   ========
</TABLE>

    TRAVELOCITY.COM PARTNERSHIP--Travelocity.com LP is a Delaware limited
partnership. Applicable Delaware law and the Partnership agreement govern its
operations. The Partnership is governed by a nine member board of directors.
Sabre has the right to elect four directors, and the Company has the right to
elect the remaining five directors of the Partnership.

    The partners in the Partnership are:

    - The Company and its wholly-owned subsidiary, Travelocity.com LP
      Sub, Inc., and

    - Sabre and its wholly-owned subsidiaries Travelocity Holdings and TSGL
      Holding (the "Sabre Partners").

                                       11
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS (CONTINUED)
    The general partners are the Company and Travelocity Holdings. The other
partners are limited partners.

    PARTNERSHIP UNITS EQUIVALENT TO TRAVELOCITY.COM COMMON STOCK--One
partnership unit is equivalent to one share of the Company's common stock. For
this reason, when the Company issues new common shares, the Partnership will
issue additional partnership units to the Company, and when the Company acquires
its own common shares, it will return the same number of partnership units to
the Partnership.

    To enable the Sabre Partners to maintain their proportionate interest in the
Partnership, Travelocity Holdings will have the right to contribute cash or
property to the Partnership in exchange for partnership units when the
Partnership issues additional partnership units to the Company because the
Company is issuing new shares of common stock. However, the Sabre Partners will
not have this right when the Company issues its common stock to employees upon
the exercise of stock options. The Sabre Partners' equity interest in the
Partnership, and the equity interest of the Company's public stockholders, will
be diluted in that case.

    SPECIAL MAJORITY APPROVAL RIGHTS--As long as the Sabre Partners own 30% or
more of the partnership units, a special majority of the Partnership's board,
including at least one director designated by the Company and one director
designated by Travelocity Holdings, must approve any action to admit a new
partner; to consolidate or merge the Partnership with another entity; to
liquidate or dissolve the Partnership, initiate bankruptcy proceedings, or
dispose of substantially all of the Partnership's assets; to enter into any line
of business other than providing consumer-direct travel content, travel
reservation services and related goods and services through Internet Web sites;
to issue, directly or indirectly, any partnership units other than as the
Partnership agreement expressly permits; or to make distributions of cash or
property to partners, or acquire partnership interests, except as the
Partnership agreement expressly permits.

4. COMPREHENSIVE INCOME

    Comprehensive income is defined as the change in equity (net assets) of a
business enterprise during a period from transactions and other events and
circumstances from nonowner sources. It includes all changes in equity during a
period except those resulting from investments by owners and distributions to
owners. During the three months ended March 31, 2000, the only component of
comprehensive loss other than the net loss was the unrealized gains on
marketable securities of approximately $234,000.

5. EARNINGS PER SHARE

    Net loss per common share is accounted for in accordance with Statement of
Financial Accounting Standards No. 128, EARNINGS PER SHARE, which requires
companies to present basic earnings per share which is calculated based on the
weighted average number of common shares outstanding during the period, and if
applicable, diluted earnings per share which is calculated based on the weighted
average common shares outstanding during the period plus any dilutive common
equivalent shares outstanding. During the first quarter of 2000, employee stock
options to purchase approximately 4.6 million shares of the Company's common
stock and the effect of conversion of the 33.0 million Series A preferred

                                       12
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

5. EARNINGS PER SHARE (CONTINUED)
shares held by Sabre were excluded from the computation of diluted earnings per
share as their effect would have been antidilutive.

    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 preferred 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, these shares are excluded from the weighted
average shares calculation. The common shares issued to former stockholders of
Preview Travel in connection with the Merger are included in the weighted
average share calculation from the date of issuance through March 31, 2000.

6. SIGNIFICANT TRANSACTIONS AND RELATIONSHIPS

    AMERICA ONLINE--On October 2, 1999, Travelocity Holdings entered into an
Interactive Services and Exclusive Channel Agreement (the "AOL Agreement") with
America Online, Inc. ("AOL"), which became effective upon consummation of the
Merger with Preview Travel and was assigned to the Partnership. The AOL
Agreement provides, among other things, that the Travelocity.com site will be
the exclusive reservations engine for AOL's Internet properties and that
payments of up to $200 million will be made to AOL and advertising revenue and
commissions will be shared over the five year term of the agreement. In
connection with this agreement, the Company paid $40.0 million to AOL upon the
closing of the Merger with Preview Travel on March 7, 2000. The revenue sharing
agreement is expected to be effective during the second quarter of 2000.

7. RELATED PARTY TRANSACTIONS

    REVENUES FROM AFFILIATES--Revenues from Sabre affiliates were approximately
$5.1 million for the three months ended March 31, 2000.

    PAYABLES TO AFFILIATES--Amounts expensed for services provided by Sabre were
approximately $7.2 million and $7.9 million for the three months ended
March 31, 2000 and 1999, respectively. Effective with the Merger, amounts due to
Sabre were contributed to the Company along with the assets and liabilities of
the Travelocity Division. All outstanding amounts payable to Sabre were
capitalized to additional paid-in-capital.

8. STOCK OPTIONS AND AWARDS

    Sabre employees who became employees of the Partnership or Travelocity
Holdings upon closing of the Merger were given the option to convert unvested
Sabre options to options to acquire shares of the Company's Class A Common
Stock. Approximately 256,000 unvested options were converted into 253,000
options to acquire the Company's Class A Common Stock, based upon a price of the
Sabre Class A Common Stock of $42.43 per share and a price of the Company's
Class A Common Stock of $42.90 per share. The conversion of the Sabre options to
options to acquire the Company's stock resulted in a new measurement date for
the options. As a result of the conversion, the Partnership will recognize stock
compensation expense of approximately $3.0 million which will be amortized over
the vesting periods of the related option.

                                       13
<PAGE>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

8. STOCK OPTIONS AND AWARDS (CONTINUED)
    On March 7, 2000, employees of Travelocity Holdings and the Partnership were
granted 259,680 and 554,975 options respectively at an exercise price of $46.88
per share, the fair market value of the Company's stock on the date of grant.
The options vest 25% on the first anniversary of the date of grant and monthly
thereafter until fully vested on the fourth anniversary of the grant. The
options are not exercisable more than ten years after the date of grant.

    All vested and unvested options to purchase Preview Travel common stock held
by Preview Travel employees, directors or consultants were converted into
options to acquire the Company's common stock in connection with the Merger.
Because the share exchange ratio in the Merger was one to one the number of
options and the exercise prices per share remained unchanged.

    Under the terms of Preview Travel's 1997 Directors' Stock Option Plan, the
Merger resulted in an immediate vesting of all unvested stock options that
Preview Travel granted to its directors under the plan. Approximately 65,000
unvested options granted under the plan vested immediately before the Merger. As
a result of the Merger, approximately 951,000 stock options held by Preview
Travel's officers had vesting periods that were accelerated. For each officer of
Preview Travel, 50% of the unvested options held as of October 4, 1999 vested
immediately prior to the Merger. After the Merger, one-twelfth of the remaining
unvested options held by officers of Preview Travel vest during each successive
month, subject to specified exceptions. For each non-officer employee of Preview
Travel, 50% of the unvested options held as of October 4, 1999 vested
immediately prior to the Merger. The remaining 50% of unvested options held by
each non-officer employee vests according to their terms of the initial grant of
the options.

    The estimated fair market value of the vested options assumed by the Company
in the Merger was $23.4 million, which has been accounted for as a cost of the
acquisition of Preview Travel. The Company will recognize compensation expense
over the year following the Merger based on the intrinsic value of the options
as the unvested options held by officers of Preview Travel vest.

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

OVERVIEW

    The information provided in this Management Discussion and Analysis includes
the results of the Company from the date of the merger ("Merger") with Preview
Travel, Inc. ("Preview Travel") on March 7, 2000 through March 31, 2000 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 first quarter of 2000
prior to the Merger include the impacts of the contribution agreements and the
intercompany agreements entered into between the Partnership and Sabre. Results
prior to the Merger do not include financial impacts of the Merger with Preview
Travel. These historical results 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, 2000 and 1999 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 2000, access fees under the
new access agreement with Sabre and, for 1999, booking fees collected by Sabre
and transferred to us. For both 2000 and 1999, transaction revenue also includes
commissions from travel suppliers for purchases of their online products and
services by customers. Our online travel services have experienced substantial
growth since the launch of our Web site in March 1996.

    Gross bookings of travel services online increased from approximately
$129 million in the first quarter of 1999 to $399 million in the first quarter
of 2000, which resulted in an increase in transaction revenues from
approximately $9.2 million to approximately $22.9 million for the corresponding
periods. Gross bookings represent the total purchase price of all travel
services booked through our Web site. Gross bookings are not a financial
measurement in accordance with 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.

    The commission rates paid by travel suppliers are determined by individual
travel suppliers and are subject to change. Currently, we earn an average
commission of approximately 3-4% on the sale of airline tickets.

    Advertising revenue has historically been 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 the site.
Under the agreement, DoubleClick obtains advertisers for our site, collects the
revenue paid by the advertisers, and pays us an amount that is 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 are delivered. Effective with the Merger, our direct sales force
increased significantly and is expected to continue to provide a significant
portion of our advertising revenue.

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

GROSS MARGINS

    Our gross margin for the three months ended March 31, 2000 was 55.1%, and
for the same period in 1999 was 22.0%. A number of different factors may impact
gross margins, including the mix of transaction revenues versus online
advertising revenues, the mix of travel services sold, the level of commissions
on travel products, and the amount of incentive commissions. We expect higher
gross margins on advertising revenues than transaction revenues, higher
commission rates on vacation

                                       15
<PAGE>
packages than hotel rooms and car rentals and higher commission rates on hotel
rooms and car rentals than airline tickets.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
  1999

REVENUES

    TRANSACTION REVENUES.  Transaction revenues increased from $9.2 million to
$22.9 million for the three months ended March 31, 1999 compared to the three
months ended March 31, 2000, an increase of approximately $13.7 million, 149.7%.
This increase was primarily attributable to increased sales through our Web site
and added sales through the Preview Travel site subsequent to the Merger. Gross
bookings increased from $129 million for the three months ended March 31, 1999
to $399 million for the three months ended March 31, 2000.

    ADVERTISING REVENUES.  Advertising revenues increased from $1.5 million (net
of fees paid to DoubleClick of $367,000) to $3.4 million (net of fees of
$691,000) for the three months ended March 31, 1999 compared to the three months
ended March 31, 2000, an increase of $1.9 million, 131.5%. This increase was
primarily due to an increase in net revenue from DoubleClick of $0.8 million for
advertisements placed on our site, increasing advertising impressions and an
increase in direct selling of advertising by us of $1.1 million.

    OTHER REVENUES.  Other revenues increased from $77,000 to $696,000 for the
three months ended March 31, 1999 compared to the three months ended March 31,
2000, an increase of $619,000, 803.9%, due to new licensing and maintenance
agreements primarily with US Airways Inc.

COSTS OF REVENUES

    Costs of revenues include costs of operating our customer service centers,
data processing charges and costs associated with operating our Internet
infrastructure. Costs of revenues increased from $8.4 million to $12.1 million
for the three months ended March 31, 1999 compared to the three months ended
March 31, 2000, an increase of approximately $3.8 million, 45.2%. This increase
is due to increases in data processing charges and costs associated with the
customer service center including the addition of costs and headcount associated
with two new customer service centers effective with the Merger. Costs of
revenues declined as a percentage of total revenue from 78.0% for the three
months ended March 31, 1999 to 44.9% for the three months ended March 31, 2000
primarily due to increased efficiencies in the customer service centers and to
more favorable terms under the access agreement with Sabre.

OPERATING EXPENSES

    SELLING AND MARKETING.  Selling and marketing expenses consist of
advertising costs to promote the Company's Web site, costs relating to strategic
distribution partnerships with companies such as America Online, Inc. ("AOL"),
Yahoo! Inc. ("Yahoo!"), Excite, Inc. ("Excite"), Lycos, Inc. ("Lycos"), Netscape
Communications Corporation and At Home Corporation, amortization of trademarks
and salaries and benefits. Selling and marketing expenses increased from
$5.2 million to $16.7 million for the three months ended March 31, 1999 compared
to the three months ended March 31, 2000, an increase of approximately
$11.5 million, 223.3%. This increase was due to additional advertising spending
of $6.6 million by us to gain market share, and increased costs of $3.4 million
relating to the amortization of payments made to strategic distribution partners
and new agreements with AOL, Excite and Lycos effective with the Merger. The
remaining increase of $1.5 million is primarily due to an increase in salaries
and other employee related costs to support the additional direct selling
efforts and the addition of Preview Travel's direct sales force effective with
the Merger.

                                       16
<PAGE>
    TECHNOLOGY AND DEVELOPMENT.  Technology and development expense consists of
salaries and related costs and charges from Sabre for development and
maintenance of our Web site, including enhancements to and maintenance of the
site. Technology and development expenses increased from $2.3 million to
$4.0 million for the three months ended March 31, 1999 compared to the three
months ended March 31, 2000, an increase of approximately $1.7 million, 74.5%.
This increase was primarily due to an increase in salaries and benefits
associated with the transfer of development labor headcount to the Partnership
from Sabre in 2000, additional headcount from the Merger with Preview Travel and
additional costs incurred to enhance and maintain our Web site. This increase is
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 expense consists of
management fees paid to Travelocity Holdings and Sabre for the provision of
various services, including salaries and benefits for Travelocity Holdings
management devoted to the Company, corporate facility services, legal services,
and accounting services. General and administrative expense also includes
salaries and benefits of our management and administrative costs of the Company.
General and administrative expenses increased from $1.0 million to $3.5 million
for the three months ended March 31, 1999 compared to the three months ended
March 31, 2000, an increase of approximately $2.5 million, 236.0%. This increase
was primarily due to an increase in salaries and employee related costs and the
management fee to Sabre. These costs increased as a result of increased
administrative requirements to support our growth and the Merger. Additionally,
certain administrative costs incurred during the three months ended March 31,
2000 are duplicative due to the integration of the administrative services of
Preview Travel with the Company that is currently in process.

    INTEGRATION RELATED EXPENSES.  Integration related expenses represent costs
specifically associated with the integration of the Company and Preview Travel
and were $526,000 for the three months ended March 31, 2000. No comparable
amounts were recorded for the three months ended March 31, 1999.

    STOCK COMPENSATION. Stock compensation expense represents expense associated
with the acceleration of vesting on stock options held by certain key employees
of Preview Travel over the shorter of the estimated remaining service period or
the twelve month period following the close of the Merger, expense for unvested
stock options held by former employees of Sabre which were converted to the
Company's 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 for the three months ended March 31, 2000 was
$1.5 million. No stock compensation was recorded for the three months ended
March 31, 1999.

    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. Goodwill and certain other
intangible assets totaling approximately $265 million were recorded in
connection with the Merger.

    INTEREST INCOME.  Interest income represents interest income on short-term
investments and marketable securities held by the Company effective with the
Merger and the investment of funds received from the purchase of common stock by
Travelocity Holdings and Yahoo!.

    SABRE'S INTEREST IN PARTNERSHIP.  Sabre's interest in partnership represents
Sabre's approximate 62% share of the Partnership's net loss.

    NET LOSS.  Net loss increased $3.0 million, 48.2% from $6.1 million to
$9.1 million, primarily due 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.

                                       17
<PAGE>
PRO FORMA STATEMENT OF OPERATIONS DATA

    The unaudited pro forma statement of operations data in the table below
presents the effects of the Merger, the contribution agreements and certain
other agreements entered into at the effective time of the Merger by the
Partnership and Sabre as if these transactions occurred on January 1, 1999.
These agreements are an access agreement, a technology services agreement, an
intellectual property agreement, a facilities agreement, and an administrative
services agreement.

    The unaudited pro forma information is presented for illustrative purposes
only and is not necessarily indicative of the operating results that would have
occurred if such transactions had been consummated on January 1, 1999, nor is it
necessarily indicative of future results of operations.

    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, the amortization of goodwill and other intangibles recorded as a
result of the Merger as well as other adjustments associated with the Merger.
Amounts shown below are in thousands, except per share amounts.

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Revenues
  Transaction...............................................  $ 29,774   $ 12,795
  Advertising...............................................     5,225      3,241
  Other.....................................................       696         77
                                                              --------   --------
      Total revenues........................................    35,695     16,113
Cost of revenues............................................    15,895      8,333
                                                              --------   --------
Gross profit................................................    19,800      7,780
Operating expenses
  Selling and marketing.....................................    24,357     12,035
  Technology and development................................     5,207      2,929
  General and administrative................................     5,400      2,601
  Expenses related to integration of Preview Travel.........     1,599         --
  Stock compensation........................................     2,375        451
  Amortization of intangible assets and Goodwill............    22,134     22,134
                                                              --------   --------
      Total operating expenses..............................    61,072     40,150
                                                              --------   --------
Operating loss..............................................   (41,272)   (32,370)
Interest income.............................................       544        708
Provision for income taxes..................................       (17)       (32)
                                                              --------   --------
      Loss before Sabre's interest in Partnership...........   (40,745)   (31,694)
Sabre's interest in partnership.............................   (25,262)   (19,650)
                                                              --------   --------
Net loss attributable to common shareholders................  $(15,483)  $(12,044)
                                                              ========   ========
Basic and diluted loss per share............................  $  (1.06)  $  (0.88)
                                                              ========   ========
Weighted average shares outstanding.........................    14,658     13,743
                                                              ========   ========
</TABLE>

GROSS MARGINS

    Pro forma gross margins for the three months ended March 31, 2000 and 1999
were 55.5% and 48.3%, respectively. Our future gross margins may differ from pro
forma gross margins due to a higher mix of advertising revenue, which has a
higher gross margin, resulting from the AOL Agreement. As

                                       18
<PAGE>
revenues under the AOL Agreement are dependent upon performance, the timing of
the revenues from the agreement are uncertain and may be sporadic, resulting in
a fluctuating gross margin.

RESULTS OF OPERATIONS

PRO FORMA THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO PRO FORMA THREE MONTHS
  ENDED MARCH 31, 1999

REVENUES

    TRANSACTION REVENUES.  Pro forma transaction revenues increased from
$12.8 million to $29.8 million for the three months ended March 31, 1999
compared to the three months ended March 31, 2000, an increase of approximately
$17.0 million, 132.7%. This increase was primarily attributable to increased
sales through our Web site and our co-branded Web sites. Gross bookings
increased from $205 million for the three months ended March 31, 1999 to
$504 million for the three months ended March 31, 2000. Transaction revenues are
expected to be impacted by factors such as transaction growth and variability in
commission rates.

    ADVERTISING REVENUES.  Pro forma advertising revenue increased from
$3.2 million (net of fees paid to DoubleClick of $367,000) to $5.2 million (net
of fees of $691,000) for the three months ended March 31, 1999 compared to the
three months ended March 31, 2000, an increase of $2.0 million, 61.2%. This
increase was primarily due to an increase in net revenue from DoubleClick of
$0.8 million for advertisements placed on our site, increasing advertising
impressions and an increase in direct selling of advertising by us of
$1.1 million.

    Advertising revenue for the Company is expected to be higher than the
combined advertising revenue of Preview Travel and the Travelocity Division,
because our new advertising revenue sharing agreement with AOL will give us a
significantly larger share of the advertising revenue AOL receives on its Travel
Channel than Preview Travel historically received.

    OTHER REVENUES.  Other revenues increased from $77,000 to $696,000 for the
three months ended March 31, 1999 compared to the three months ended March 31,
2000, an increase of $619,000, 803.9% due to new licensing and maintenance
agreements primarily with US Airways Inc.

COSTS OF REVENUES

    Pro forma costs of revenues increased from $8.3 million to $15.9 million for
the three months ended March 31, 1999 compared to the three months ended
March 31, 2000, an increase of approximately $7.6 million, 90.7%. This increase
is due to increases in data processing charges, costs associated with the
customer service center and salaries and employee related costs primarily due to
the increase in transactions on our Web site. Additionally, Preview Travel
opened a second call center in August 1999 which further increased costs for
2000.

    Costs of revenues are expected to increase from current pro forma levels as
the number of transactions processed on the site increases. However, we
anticipate that, in the long-term, costs of revenues as a percentage of revenues
will decrease due to efficiencies gained in infrastructure costs and the ticket
fulfillment process due to economies of scale.

OPERATING EXPENSES

    SELLING AND MARKETING.  Pro forma selling and marketing expenses increased
from $12.0 million to $24.4 million for the three months ended March 31, 1999
compared to the three months ended March 31, 2000, an increase of approximately
$12.4 million, 102.4%. This increase was due to additional advertising spending
of $8.3 million by us to gain market share, and increased costs of $2.4 million
relating to the amortization of payments made to strategic distribution
partners. The

                                       19
<PAGE>
remaining increase of $1.6 million is primarily due to an increase in salaries
and other employee related costs to support the additional direct selling
efforts and the addition of Preview Travel's direct sales force effective with
the Merger. Selling and marketing expenses in the future will be higher than pro
forma results. We will be investing a significant amount in advertising programs
to build our brand. Additionally, guaranteed payments under the new AOL
Agreement will result in significantly higher distribution costs for the Company
than reported in the pro forma statement of operations data. We expect a
significant portion of these increased costs will be offset by increased revenue
under our new advertising revenue share agreement with AOL.

    TECHNOLOGY AND DEVELOPMENT.  Pro forma technology and development expenses
increased from $2.9 million to $5.2 million for the three months ended
March 31, 1999 compared to the three months ended March 31, 2000, an increase of
approximately $2.3 million, 77.8%. This increase was primarily due to costs to
enhance and maintain our combined transaction processing systems. These costs
consist primarily of salaries and related costs, depreciation, repairs and
maintenance and software licensing.

    GENERAL AND ADMINISTRATIVE.  Pro forma general and administrative expenses
increased from $2.6 million to $5.4 million for the three months ended
March 31, 1999 compared to the three months ended March 31, 2000, an increase of
approximately $2.8 million, 107.6%. This increase was primarily due to an
increase in salaries and employee related costs and in the management fee to
Sabre. These costs increased as a result of increased administrative
requirements to support our growth and the Merger. Additionally, certain
administrative costs are duplicative due to the integration of the
administrative services of Preview Travel with the Company that is currently in
process. We expect cost savings from the combined operations to lower general
and administrative costs as a percentage of revenue.

    INTEGRATION RELATED EXPENSES.  Pro forma integration related expenses
include costs specifically associated with the integration of the Company and
Preview Travel and Merger related expenses for Preview Travel, and were
$1.6 million for the three months ended March 31, 2000. No amounts were recorded
for the three months ended March 31, 1999.

    STOCK COMPENSATION.  Pro forma stock compensation expense increased from
$0.5 million to $2.4 million for the three months ended March 31, 1999 compared
to the three months ended March 31, 2000, an increase of approximately
$1.9 million, 426.6%. This increase was due to stock compensation expense
associated with the acceleration of vesting on stock options held by certain
former Preview Travel key employees over the shorter of the estimated remaining
service period or the twelve month period following the close of the Merger,
expense for unvested stock options held by former employees of Sabre and
converted to the Company's options on the date of the Merger and expense for
options granted to Preview Travel non-employee directors and consultants. Stock
compensation expense may be higher than the pro forma expense due to additional
compensation expense associated with the acceleration of vesting on stock
options held by certain employees over the twelve month period following the
close of the Merger.

    AMORTIZATION OF INTANGIBLE ASSETS AND GOODWILL.  Pro forma amortization of
intangible assets and goodwill remained unchanged from the three months ended
March 31, 1999 compared to the three months ended March 31, 2000.

ANTICIPATED LOSSES

    The Travelocity Division incurred significant operating losses since its
inception. For the future, our success will depend to a large part on our
ability to greatly increase sales volume to realize economies of scale and
increased revenue from advertising and non-air packages. As we increase spending
for product development, advertising, customer service, facilities,
international expansion and general and administrative expenses, we expect to
continue to incur significant operating losses on a

                                       20
<PAGE>
quarterly and annual basis for the foreseeable future. Our operating losses may
be significantly different than the pro forma losses presented due to the
uncertain impact of the new AOL Agreement, the integration of the two businesses
(including cost synergies and recognition of non-recurring items), and the cost
and uncertain success of branding initiatives.

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
decline during the fourth quarter. Due to the significant quarterly growth of
the 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 is 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 quarterly 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;

    - 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 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

    Cash flows used for operating activities for the three months ended
March 31, 2000 were $38.6 million which was primarily attributed to the payment
to AOL of $40.0 million and an increase in accounts receivable, partially offset
by an increase in accounts payable. Cash flows used for operating activities for
the three months ended March 31, 1999 were $1.1 million which was primarily
attributed to the net loss before non-cash charges offset by increases in
accounts payable, accrued expenses, and other liabilities.

    Investing activities for the three months ended March 31, 2000 and 1999 were
$67.2 million and $142,000, respectively. For the three months ended March 31,
2000, investing activities include the purchase of short-term investments and
marketable securities with funds received from Sabre in the

                                       21
<PAGE>
Merger, the purchase of shares in Hotel Reservations Network for approximately
$2.2 million, and capital expenditures for furniture and fixtures and computer
equipment to support our growth during the year. For the three months ended
March 31, 1999, investing activities include capital expenditures for furniture
and fixtures and computer equipment.

    Effective with the Merger, we began maintaining our own cash balances. Prior
to the Merger with Preview Travel, we did not maintain cash or cash equivalents,
but depended upon Sabre for the funding of our cash requirements. Sabre
maintained all cash balances, charging or crediting us through intercompany
accounts upon the recording of certain transactions, including the collection of
accounts receivable and purchase of goods and services. We incurred losses since
inception, which were funded by Sabre, as we were an operating unit of Sabre.
Cash advances for the three months ended March 31, 2000 and 1999 were
$13.5 million and $1.2 million, respectively. All cash advances from Sabre were
contributed to paid-in-capital effective with the Merger and are no longer due
to Sabre.

    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 approximately 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.

    As a result of our separation from Sabre, the Partnership will directly
incur capital expenditures that Sabre previously incurred and charged to us. We
expect this change to increase capital expenditures in 2000 by $10.0 to
$12.0 million.

    We anticipate that Sabre's $52.7 million contribution and the additional
$50.0 million invested immediately prior to the Merger, together with our
existing funds, will be sufficient to meet anticipated cash requirements for at
least the next 24 months. Thereafter, we anticipate cash requirements will be
funded by cash flows from operating activities. However, we cannot assure you
that cash flows from operations of the Partnership will be sufficient to meet
our cash requirements, such as contractual commitments to our strategic
distribution partners, including AOL, or to make capital expenditures necessary
to support the anticipated growth of the business. 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.

    Over the next two years, we will use funds to enhance brand awareness and
supplier relationships, perform product development and for working capital.
Payments due under our agreements with strategic distribution partners could
also impact 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, Lycos 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 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.

                                       22
<PAGE>
    Risks associated with the Company's forward looking statements both in this
report and in any and all written and oral statements include, but are not
limited to: risks related to the relationships of the Company with Sabre and its
affiliates, including risks that they may terminate any of the agreements with
the Company, or fail or otherwise become unable to fulfill their principal
obligations thereunder, or determine not to renew certain of the agreements;
risks associated with competition, and technological innovation by competitors,
which could require the Company to reduce prices, to change billing practices,
to increase spending or marketing or product development or otherwise to take
actions that might adversely affect its operations or earnings; risks related to
the Company's technology; risks associated with online commerce and doing
business through an Internet web site, such as security issues, liability for
site content, and uncertain protection of intellectual property; risks relating
to the Company's investment in technology, including the ability of the Company
to timely develop and achieve market acceptance of new products; risks
associated with industry consolidation, including strategic alliances, in the
travel industry; risks related to seasonality of the travel industry and booking
revenues; risks of the Company's sensitivity to general economic conditions and
events that affect airline travel and the airlines, hotel operators and car
rental companies, including the increased price of fuel; risks of a natural
disaster, computer terrorism or other calamity that may cause significant damage
to the data center facilities and enterprise information systems upon which the
Company relies; risks of interruption or deterioration of third party services
on which the Company relies to provide its services; risks of deterioration or
obsolescence of the Company's current systems and infrastructures; risks
associated with the Company's international operations, such as currency
fluctuations, governmental approvals, tariffs and trade barriers, and political
instability; risks of new or different legal and regulatory requirements; the
risk that we may not be able to successfully integrate the business of the
Travelocity Division and Preview Travel; risks associated with the growth
strategy of the Company, including investments in emerging markets and the
ability to successfully conclude alliances; the risk that evaluation of the
business and properties of the Company is difficult because Preview Travel and
the Travelocity Division have short operating histories; the risks associated
with our expectation of continued net losses for the foreseeable future, and our
inability to predict when we will operate profitably; risks that a decline in
commission rates or the elimination of commissions by travel suppliers would
reduce our revenues; the risk that our revenues derived from our relationships
with Yahoo!, AOL and Excite may not be sufficient to offset our significant
financial commitments to them; the risk that our financial performance could
deteriorate if we lose market share to our competitors; the risk that if we fail
to increase our brand recognition among consumers, we may not be able to expand
our online traffic; the risk that rapid technological changes may render our
technology obsolete or decrease the attractiveness of our services to consumers;
the risk that security breaches in our systems could damage our reputation and
cause us to lose customers; the risk that 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 risk that our inability
to increase our revenues depends on the continued use and growth of the Internet
and electronic commerce since that is the commercial medium through which we
provide our service; the risk that our stock price could fluctuate
significantly; the risk that evolving government regulation could impose taxes
or other burdens on our business which could increase our costs or decrease
demand for our products; the risk that the loss of our Chief Executive Officer
could harm our business, and that if we do not continue to attract and retain
qualified personnel, we will not be able to expand our operations; the risk that
if financing is not available to us when we need it on favorable terms, we may
not be able to compete and expand; the risk that conflicts of interest between
Sabre and the Company and the Partnership could impede our business strategy and
hurt our business; and the risk that our ability to promote our services in
Southeast Asia, Australia, New Zealand, Japan, India and other regions is
restricted by an existing agreement between Sabre and another operator of a
global distribution system.

                                       23
<PAGE>
YEAR 2000 COMPLIANCE

    We depended upon Sabre to ensure proper operation of our information
technology systems after the Year 2000 date change. In late 1999, Sabre and the
Company completed remediation and testing of hardware and software systems. As a
result of those planning and implementation efforts, we experienced no
significant disruptions in mission critical information technology and
non-information technology systems and we believe those systems successfully
responded to the Year 2000 date change. We are not aware of any material
problems resulting from Year 2000 issues, either with our products, our internal
systems, or the products and services of third parties. We will continue to
monitor mission critical computer applications and those of our suppliers and
vendors throughout the year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    As of December 31, 1999, the Company did not have any cash balances or
investments. The Company depended upon Sabre for the funding of cash
requirements until the Merger occurred on March 7, 2000.

    Effective with the Merger, the Company began maintaining its own cash
balances. The exposure to market risk for changes in interest rates will relate
primarily to the Company's investment portfolio. The Company will maintain an
investment policy which is intended to ensure the safety and preservation of all
invested funds by limiting default risk, market risk and reinvestment risk. The
Company does not currently plan to use derivative financial instruments to
manage or reduce market risk. The Company will mitigate default risk by
investing 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. The portfolio will include only marketable
securities with active secondary or resale markets to ensure portfolio liquidity
and will maintain a prudent amount of diversification.

    The Company does not currently transact any significant portion of its
business in functional currencies other than the United States dollar. To the
extent that the Company continues to transact business using the United States
dollar as the functional currency, the Company does not believe that
fluctuations in foreign currency exchange rates will have a material adverse
effect on results of operations.

                                       24
<PAGE>
                           PART II: OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<C>                     <S>
        10.22           Information Technology Services Agreement, dated as of March
                        7, 2000, by and between Travelocity.com LP and Sabre Inc.+

        10.23           Intellectual Property Agreement, dated as of March 7, 2000,
                        by and between Travelocity.com LP and Sabre Inc. +

        10.24           Administrative Services Agreement, dated as of March 7,
                        2000, by and between Travelocity.com LP and Sabre Inc. +

        10.25           Lease Agreement dated as of March 7, 2000, by and between
                        Travelocity.com LP and Sabre Inc. +

        10.26           Noncompetition Agreement, dated as of March 7, 2000, by and
                        between Travelocity.com Inc., Travelocity.com LP, Sabre Inc.
                        and Sabre Holdings Corporation +

        10.27           Sabre Access Agreement, dated as of March 7, 2000, by and
                        between Travelocity.com LP and Sabre Inc. +

        27.1            Financial Data Schedule as of March 31, 2000.
</TABLE>

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

+  Portions of this exhibit have been redacted and are subject to a request for
    confidential treatment that has been filed with the Securities and Exchange
    Commission.

(b) Reports on Form 8-K

    On March 7, 2000, the Company filed Form 8-K announcing on March 7, 2000,
the transactions contemplated by the Agreement and Plan of Merger, dated as of
October 3, 1999 and amended as of January 24, 2000, between the Company,
Sabre Inc., Travelocity Holdings, Inc., a wholly-owned subsidiary of
Sabre Inc., and Preview Travel Inc., were consummated. A full description of the
transactions are contained in the Company's proxy statement/prospectus dated
February 4, 2000. Also stated was, Pursuant to Rule 12g-3(a), the
Travelocity.com Common Stock was registered under Section 12(g) of the Exchange
Act of 1934, as amended, upon consummation of the merger.

    On March 13, 2000 the Company filed Form 8-K/A amending Form 8-K filed on
March 7, 2000. The Form 8-K/A listed the filing of Exhibit 2.1, Agreement and
Plan of Merger, dated as of October 3, 1999 and amended as of January 24, 2000,
by and among Sabre Inc., Travelocity Holdings, Inc., Travelocity.com Inc. and
Preview Travel, Inc. Filed as an Exhibit to the Registration Statement on
Form S-4, as amended (File No. 333-95757). Also listed was Exhibit 99.1 a Press
Release, dated March 8, 2000, that was issued by Travelocity.com Inc. and
Preview Travel, Inc. announcing the close of a merger combining the two
companies and that the completion of the merger followed the March 7, 2000
approval of Preview Travel stockholders.

    On March 31, 2000 the Company filed Form 8-K/A amending Form 8-K filed on
March 7, 2000. The following exhibits were filed: Exhibit 99.1, Consolidated
Financial Statements of Preview Travel, Inc. as of the year ended December 31,
1999 with Report of Independent Auditors and Exhibit 99.2, the Unaudited Pro
Forma Combined Condensed Balance Sheet of Travelocity.com Inc. and Preview
Travel, Inc. as of December 31, 1999; and Unaudited Pro Forma Combined Condensed
Statements of Operations of Travelocity.com Inc. and Preview Travel, Inc. for
the year ended December 31, 1999.

                                       25
<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, 2000                                     BY:             /s/ TERRELL B. JONES
                                                            -----------------------------------------
                                                                         Terrell B. Jones
                                                              PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                                                             DIRECTOR
                                                                  (PRINCIPAL EXECUTIVE OFFICER)

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

                                       26