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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  FORM 10-K/A

                               (AMENDMENT NO. 1)

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

<Table>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
</Table>

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.

<Table>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
</Table>

                         COMMISSION FILE NUMBER 0-24201
                            ------------------------

                              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
       incorporation or organization)                       Identification No.)
           15100 TRINITY BOULEVARD
              FORT WORTH, TEXAS                                    76155
  (Address of principal executive offices)                      (Zip Code)
</Table>

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

       Securities registered pursuant to Section 12(b) of the Act: NONE.

          Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)
                            ------------------------

    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 period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. / /

    The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the common stock of the
registrant on July 26, 2001, as reported on the Nasdaq National Market, was
approximately $386,214,353.52.

    As of July 26, 2001, the registrant had outstanding 17,173,838 shares of
common stock and 33,000,000 shares of Class A Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

    None.

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    This Amendment No. 1 on Form 10-K/A amends Items 7 and 8 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000, as filed by the
Registrant on April 2, 2001, and is being filed to reflect additional
disclosures related to the Company's transaction revenues and related revenue
recognition policies, marketable securities, segment reporting, and the
Company's agreement with America Online, Inc. In addition, references to
transaction revenue have been changed to transaction services revenues. The
Registrant has not amended all Items in the Annual Report on Form 10-K for the
sole purpose of conforming such references.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

    The information provided in this Management's Discussion and Analysis of
Financial Condition and Results of Operations includes the results of the
Company from the date of the Merger on March 7, 2000, through December 31, 2000
and the historical results of the Travelocity Division as an operating unit of
Sabre for all periods prior to the Merger. Results of operations for the twelve
months ended December 31, 2000 include the impacts of the contribution
agreements and the intercompany agreements entered into between the Partnership
and Sabre for the period prior to the Merger. Results of operations prior to the
Merger do not include financial effects of the Merger with Preview Travel.
Historical results prior to the Merger are not indicative of what our future
financial position or results of operations will be subsequent to the Merger.
Pro forma results for the twelve months ended December 31, 2000 and 1999 are
also included herein to illustrate the effect of these agreements and the Merger
on our historical operations and financial position.

    During 2000, our revenues included access fees received under our access
agreement with Sabre. During 1999, our revenues included booking fees from
travel suppliers collected by Sabre and transferred to us. For both 2000 and
1999, transaction revenues also included commissions from travel suppliers for
online purchases of their products and services by customers visiting the
Company's Web sites. The commission rates paid by travel suppliers are
determined by individual travel suppliers and are subject to change.

    Gross bookings of travel services through our Web sites increased from
$280.7 million in the fourth quarter of 1999 to $696.4 million in the fourth
quarter of 2000, which resulted in an increase in transaction revenues from
$19.2 million to $44.0 million for the corresponding periods. For the twelve
months ended December 31, 1999 and 2000, gross bookings increased from $808.4
million to $2.4 billion, which resulted in an increase in transaction revenues
from $54.6 million to $139.8 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.

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

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Advertising revenue increased from $2.8 million in the fourth quarter of 1999 to
$18.6 million for the corresponding period in 2000. For the twelve months ended
December 31, 1999 and 2000, advertising revenues increased from $8.6 million to
$47.4 million, respectively.

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

GROSS MARGINS

    Our gross margins for the three months ended December 31, 1999 and 2000 were
42.9% and 68.4%, respectively. For the twelve months ended December 31, 1999 and
2000, gross margins were 37.3% and 62.6%, respectively. These increases were due
primarily to the mix of transaction revenues and advertising revenues, the mix
of travel services sold, the level of commissions on travel products and
services, economies of scale and more favorable terms under our access agreement
with Sabre. We expect higher gross margins on advertising revenues than
transaction revenues, higher commission rates on vacation packages than hotel
rooms and car rentals and higher commission rates on hotel rooms and car rentals
than airline tickets.

RESULTS OF OPERATIONS

2000 COMPARED TO 1999

REVENUES

    TRANSACTION SERVICES REVENUES.  Revenues generated from air services
increased from $47.1 million to $108.0 million for the year ended December 31,
1999 compared to the year ended December 31, 2000, an increase of
$60.9 million, or 129%. Revenues generated from non-air services increased from
$7.5 million to $31.8 million for the year ended December 31, 1999 compared to
the year ended December 31, 2000, an increase of $24.3 million, or 325%. These
increases were primarily attributable to an increase in gross bookings through
our Web sites and added sales resulting from the Merger. Gross bookings
increased from $808.4 million for the year ended December 31, 1999 to $2.4
billion for the year ended December 31, 2000.

    ADVERTISING REVENUES.  Advertising revenues increased from $8.6 million (net
of fees paid to DoubleClick of $2.0 million) to $47.4 million (net of fees of
$884,000) for the year ended December 31, 1999 compared to the year ended
December 31, 2000, an increase of $38.8 million, or 451%. This increase was due
primarily to a significant increase in net revenue from our advertising revenue
sharing agreement with AOL and increased advertising impressions from the direct
sale of advertising by our direct sales force. Using a direct sales force
instead of DoubleClick reduced fees paid for advertising services.

    OTHER REVENUES.  Other revenues increased from $1.0 million to $5.5 million
for the year ended December 31, 1999 compared to the year ended December 31,
2000, an increase of $4.5 million, or 433%, due primarily to the Company's
receipt of service charges for the handling and express delivery of certain
paper tickets and the recognition of revenue related to certain warrants
received from HRN in the first quarter of 2000 in connection with an affiliation
agreement.

COSTS OF REVENUES

    Costs of revenues increased from $40.3 million to $72.1 million for the year
ended December 31, 1999 compared to the year ended December 31, 2000, an
increase of $31.9 million, or 79%. This increase was due to increased
transactions resulting in increases in costs associated with customer service
operations, including the addition of personnel and other costs associated with
a new customer service center effective with the Merger. Costs of revenues
declined as a percentage of total revenue from 62.7% for the year ended December
31, 1999 to 37.4% for the year ended December 31, 2000,

                                       2
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primarily due to increased efficiencies in the customer service centers and to
more favorable terms under our access agreement with Sabre.

OPERATING EXPENSES

    SELLING AND MARKETING.  Selling and marketing expense consists of
advertising costs to promote the Company's Web sites, the amortization of
payments made to strategic distribution alliances with companies such as AOL,
Yahoo!, Excite, Lycos and @Home, amortization of trademarks and salaries and
benefits. Selling and marketing expenses increased from $29.5 million to $120.1
million for the year ended December 31, 1999 compared to the year ended December
31, 2000, an increase of $90.6 million, or 307%. This increase was due primarily
to increased costs relating to the amortization of payments made to strategic
distribution partners in connection with new agreements with AOL, Excite and
Lycos effective with the Merger and an increase in advertising spending. The
increase was also due to an increase in salaries and other employee related
costs to support additional direct selling efforts and the addition of Preview
Travel's direct sales force effective with the Merger.

    TECHNOLOGY AND DEVELOPMENT.  Technology and development expense consists of
salaries and related costs and charges from Sabre for development and
maintenance of our Web sites, including enhancements to our Web sites.
Technology and development expenses increased from $9.6 million to $18.5 million
for the year ended December 31, 1999 compared to the year ended December 31,
2000, an increase of $8.9 million, or 92%. This increase was due primarily to an
increase in salaries and benefits associated with the transfer of development
personnel to the Partnership from Sabre in 2000, additional personnel from the
Merger with Preview Travel and additional costs incurred to enhance and maintain
our Web sites. This increase was partially offset by a decrease in development
labor charges from Sabre due to the transfer of development personnel to the
Partnership.

    GENERAL AND ADMINISTRATIVE.  General and administrative expense consists of
fees paid to Travelocity Holdings, Inc. ("Travelocity Holdings"), a wholly-owned
subsidiary of Sabre, and Sabre for salaries and benefits for Travelocity
Holdings management devoted to the Company, corporate facility services, legal
services, accounting and other services. General and administrative expense also
includes salaries and benefits of management and administrative costs of the
Company. General and administrative expenses increased from $5.4 million to
$16.7 million for the year ended December 31, 1999 compared to the year ended
December 31, 2000, an increase of $11.3 million, or 209%. This increase was due
primarily to salaries and employee-related costs and fees paid to Travelocity
Holdings and Sabre and administrative requirements needed to support our growth
and the Merger.

    INTEGRATION RELATED EXPENSES.  Integration related expenses represent costs
specifically associated with the integration of the Company and Preview Travel.
Integration related expenses were $1.5 million for the year ended December 31,
2000. No comparable amounts were recorded for the year ended December 31, 1999.

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

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in the Merger. Stock compensation expenses for the year ended December 31, 2000
were $4.9 million. No stock compensation expense was recorded for the year ended
December 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. Total amortization expense for
the year ended December 31, 2000 was $72.6 million. The goodwill is being
amortized over a three-year period. No amortization was recorded for the year
ended December 31, 1999, as the Merger occurred in March 2000.

    INTEREST INCOME, NET.  Interest income represents interest income on
marketable securities held by the Company. Interest income for the year ended
December 31, 2000, net of interest expense related to capital lease obligations
acquired effective with the Merger, was $3.7 million. Prior to the Merger, the
Company did not maintain cash balances or investments.

    OTHER INCOME.  Other income represents realized gains and losses on the sale
of Company investments and assets. A net gain in the amount of $1.1 million was
recorded for the year ended December 31, 2000 for the sale of certain marketable
securities.

    SABRE'S INTEREST IN PARTNERSHIP.  Sabre's interest in the Partnership
represents the amount of the loss of the Partnership attributable to Sabre's
direct ownership interest in the Partnership. The amount of loss attributable to
Sabre's interest is limited to the carrying amount of Sabre's basis in the
Partnership as recorded on the date of the Merger, approximately $62.1 million.
Losses attributable to Sabre's interest in the Partnership exceeding $62.1
million are recognized in the net loss attributable to the Company's common
stockholders. During 2000, the Company recognized net losses totaling
approximately $1.2 million related to losses attributable to Sabre in excess of
Sabre's basis in the Partnership. When the results of operations of the
Partnership become profitable, net income attributable to the Company's
stockholders shall be increased by the amount of losses attributable to Sabre in
excess of Sabre's basis in the Partnership previously recognized by the Company.
The Company's consolidated results of operations and financial position consists
of the total of the Company's share of the Partnership's results and 100% of the
Company's results.

    NET LOSS.  Net loss increased $26.3 million, or 127%, from $20.6 million for
the year ended December 31, 1999 compared to $46.9 million for the year ended
December 31, 2000, 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.

1999 COMPARED TO 1998

REVENUES

    TRANSACTION SERVICES REVENUES.  Revenues generated from air services
increased from $16.1 million to $47.1 million for the year ended December 31,
1998 compared to the year ended December 31, 1999, an increase of approximately
$31.0 million, or 192%. Revenues generated from non-air services increased from
$2.2 million to $7.5 million for the year ended December 31, 1998 compared to
the year ended December 31, 1999, an increase of approximately $5.3 million, or
234%. These increases were primarily attributable to increased sales through our
Web site. Gross bookings increased from $284.6 million for the year ended
December 31, 1998 to $808.4 million for the year ended December 31, 1999.

    ADVERTISING REVENUES.  Advertising revenues increased from $2.8 million (net
of fees paid to DoubleClick of $820,000) to $8.6 million (net of fees of $2.0
million) for the year ended December 31, 1998 compared to the year ended
December 31, 1999, an increase of $5.8 million, or 205%. This increase was due
primarily to an increase in net revenue from DoubleClick of $4.2 million for
advertisements placed on our site, increasing advertising impressions and an
increase in direct selling of advertising by us of $1.6 million.

                                       4
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    OTHER REVENUES.  Other revenues increased from $47,000 to $1.0 million for
the year ended December 31, 1998 compared to the year ended December 31, 1999,
an increase of $982,000, or 2,089%, due to new licensing and maintenance
agreements primarily with US Airways Airlines.

COST OF REVENUES

    Cost of revenues included costs of operating the customer service center,
data processing charges and employee costs associated with operating our
Internet infrastructure. Cost of revenues increased from $19.1 million to $40.3
million for the year ended December 31, 1998 compared to the year ended December
31, 1999, an increase of approximately $21.2 million, or 111%, primarily due to
increases in data processing charges, costs associated with the customer service
center and salaries and employee related costs. These increases were due
primarily to the increase in transactions on our Web site. The increases were
partially offset by a $1.7 million payment made by an affiliate of AMR
Corporation ("AMR") to us in connection with the termination of the use of a
customer service center operated by the AMR affiliate. Cost of revenues declined
as a percentage of total revenue from 89.8% for the year ended December 31, 1998
to 62.7% for the year ended December 31, 1999 due primarily to increased
efficiencies in the customer service center and the increase in advertising
revenue in 1999.

OPERATING EXPENSES

    SELLING AND MARKETING.  Selling and marketing expenses consisted of
advertising costs to promote the Travelocity Division's Web site, costs relating
to strategic distribution alliances with companies such as Yahoo!, Netscape and
@Home, amortization of trademarks and salaries and benefits. Selling and
marketing expenses increased from $10.6 million to $29.5 million for the year
ended December 31, 1998 compared to the year ended December 31, 1999, an
increase of approximately $18.9 million, or 178%. This increase was due to
additional advertising spending of $12.4 million by us to gain market share, and
increased costs of $5.7 million relating to the amortization of payments made to
strategic distribution partners. The remaining increase of $0.8 million was due
to an increase in salaries and other employee-related costs to support the
additional direct selling efforts.

    TECHNOLOGY AND DEVELOPMENT.  Technology and development expenses consisted
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 $8.5 million to $9.6
million for the year ended December 31, 1998 compared to the year ended December
31, 1999, an increase of approximately $1.1 million, or 14%. This increase was
primarily due to costs associated with enhancing and maintaining our Web site
including enhancements such as BEST FARE FINDER.

    GENERAL AND ADMINISTRATIVE.  General and administrative expenses consisted
of management fees paid to Sabre for the provision of various services,
including salaries and benefits for Sabre management devoted to the Travelocity
Division, corporate facility services, legal services and accounting services.
General and administrative expenses also included salaries and benefits of our
management and administrative costs of the Travelocity Division. General and
administrative expenses increased from $4.4 million to $5.4 million for the year
ended December 31, 1998 compared to the year ended December 31, 1999, an
increase of approximately $1.0 million, or 24%. This increase was due primarily
to an increase in salaries and employee related costs and the management fee
from Sabre. These costs increased as a result of increased administrative
requirements to support our growth.

    NET LOSS.  Net loss decreased $649,000, or 3%, from $21.3 million for the
year ended December 31, 1998 to $20.6 million for the year ended December 31,
1999, due primarily to the increase in gross profit partially offset by the
increase in operating expenses.

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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 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.
See Note 10 to the Financial Statements. Amounts shown below are in thousands,
except per share amounts.

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                              -----------------------
                                                                 2000         1999
                                                              ----------   ----------
                                                               (IN THOUSANDS, EXCEPT
                                                                PER SHARE AMOUNTS)
<S>                                                           <C>          <C>
PRO FORMA COMBINED STATEMENTS OF OPERATIONS DATA:
Revenue:
  Transaction services revenue:
    Air.....................................................  $ 112,183    $  55,732
    Non-air.................................................     34,481       14,548
  Advertising revenue.......................................     49,196       19,632
  Other.....................................................      5,482        1,029
                                                              ---------    ---------
    Total revenues..........................................  $ 201,342    $  90,941
                                                              =========    =========
Gross profit................................................  $ 125,460    $  50,211
Operating expenses..........................................    174,446       99,035
Amortization of intangible assets and goodwill..............     89,027       89,027
                                                              ---------    ---------
Operating loss..............................................   (138,013)    (137,851)
Other income................................................      5,014        2,206
                                                              ---------    ---------
Net loss before Sabre's interest............................   (132,999)    (135,645)
Sabre's interest in partnership(1)..........................     81,580       84,100
                                                              ---------    ---------
Net loss....................................................  $ (51,419)   $ (51,545)
                                                              =========    =========
Pro forma basic and diluted loss from continuing operations
  per share.................................................  $   (2.74)   $   (3.06)
                                                              =========    =========
Weighted average shares used in basic and diluted per share
  calculations(2)...........................................     18,748       16,850
                                                              =========    =========
SUPPLEMENTAL FINANCIAL DATA
Gross bookings(3)...........................................  2,460,400    1,190,400
</Table>

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(1) Represents the allocation to Sabre of approximately 61% and 62% of the
    losses of the Partnership, which consolidates with the Company for financial
    reporting purposes, based upon Sabre's direct and indirect ownership
    interest in the partnership during 2000 and 1999, respectively. For pro
    forma purposes, losses attributable to Sabre's interest in the Partnership
    have not been limited to the carrying amount of Sabre's basis in the
    Partnership (See Note 2 to the Consolidated Financial statements).

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(2) Includes the effects of shares of Class A Common Stock held by Sabre as if
    such shares had been converted into 3.0 million shares of common stock
    effective January 1, 1999. See Note 5 to the Financial Statements.

(3) Represents the total purchase price of all travel services booked through
    Travelocity's Web sites. This presentation of gross bookings does not affect
    our operating results, and gross bookings are not included in revenues.
    Management believes that gross bookings provide a more consistent comparison
    of business activity between historical periods than do transaction fees
    because of changing commission rates over the periods. Gross bookings is 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, and 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, and, as with operating results, should
    not be relied upon as an indication of future performance. See "Management's
    Discussion and Analysis of Financial Position."

RESULTS OF OPERATIONS

PRO FORMA 2000 COMPARED TO PRO FORMA 1999

REVENUES

    TRANSACTION SERVICES REVENUES.  Pro forma transaction services revenues
increased from $70.3 million to $146.7 million for the year ended December 31,
1999 compared to the year ended December 31, 2000, an increase of $76.4 million,
or 109%. This increase was primarily attributable to increased air and non-air
revenues which increased 101% and 137%, respectively, compared to the same
period last year. Pro forma gross bookings increased from $1.2 billion for the
year ended December 31, 1999 to $2.5 billion for the year ended December 31,
2000.

    ADVERTISING REVENUES.  Pro forma advertising revenues increased from $19.6
million (net of fees paid to DoubleClick of $2.0 million) to $49.2 million (net
of fees paid to DoubleClick of $884,000) for the year ended December 31, 1999
compared to the year ended December 31, 2000, an increase of $29.6 million, or
151%. This increase was due primarily to a significant increase in net revenue
from our advertising revenue sharing agreement with AOL and increased
advertising impressions from the direct sale of advertising by our direct sales
force. Using a direct sales force instead of DoubleClick reduced fees paid for
advertising services.

    OTHER REVENUES.  Pro forma other revenues increased from $1.0 million to
$5.5 million for the year ended December 31, 1999 compared to the year ended
December 31, 2000, an increase of $4.5 million, or 433%. The increase was due
primarily to the Company's receipt of service charges for the handling and
express delivery of certain paper tickets and revenue related to certain
warrants received from HRN in connection with an affiliation agreement.

COSTS OF REVENUES

    Pro forma costs of revenues increased from $40.7 million to $75.9 million
for the year ended December 31, 1999 compared to the year ended December 31,
2000, an increase of $35.2 million, or 86%. This increase was due to increases
in costs associated with customer service operations and salaries and employee
related costs from the increase in transactions on our Web sites. Additionally,
Preview Travel expanded its call center operations in August 1999 which further
increased costs for 2000. Pro forma cost of revenues declined as a percentage of
total revenue from 44.8% for the year ended December 31, 1999 to 37.7% for the
year ended December 31, 2000.

    Costs of revenues are expected to increase from current pro forma levels as
the number of transactions processed on our Web sites increases. However, we
anticipate that costs of revenues as a

                                       7
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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 $68.2 million to $127.8 million for the year ended December 31, 1999
compared to the year ended December 31, 2000, an increase of $59.6 million, or
87%. This increase was due to increased costs relating to the amortization of
payments made to strategic distribution partners and additional advertising
spending. Part of the increase was also due to an increase in salaries and other
employee related costs to support additional direct selling efforts. We will
continue to invest a significant amount in advertising programs to build our
brand. Additionally, guaranteed payments under the AOL Agreement will continue
to result in significant distribution costs. We expect a major portion of these
costs will be offset by revenue under our advertising revenue sharing agreement
with AOL.

    TECHNOLOGY AND DEVELOPMENT.  Pro forma technology and development expenses
increased from $12.1 million to $19.7 million for the year ended December 31,
1999 compared to the year ended December 31, 2000, an increase of $7.6 million,
or 63%. This increase was due primarily to costs to enhance and maintain our
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 $14.2 million to $18.6 million for the year ended December 31,
1999 compared to the year ended December 31, 2000, an increase of $4.4 million,
or 31%. This was due primarily to an increase in salaries and employee related
costs that increased as a result of additional administrative requirements
needed to support our growth and the Merger. Also, following the Merger, certain
administrative costs were duplicative due to the integration of the
administrative services of Preview Travel with the Company. 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 that are specifically associated with the Merger and the
integration of the Company with Preview Travel. Pro forma integration expenses
increased from $1.0 million to $2.6 million for the year ended December 31, 1999
compared to the year ended December 31, 2000, an increase of $1.6 million, or
159%. Pro forma integration expense for 1999 represents merger-related costs
incurred by Preview Travel prior to the date of acquisition.

    STOCK COMPENSATION.  Pro forma stock compensation expense increased from
$3.5 million to $5.7 million for the year ended December 31, 1999 compared to
the year ended December 31, 2000, an increase of $2.2 million, or 61%. This
increase was due primarily to the expense associated with the Company's adoption
of FIN 44. The increase was also due to the timing of stock compensation expense
associated with the acceleration of vesting of stock options held by certain key
former employees of Preview Travel, expense for unvested stock options held by
former employees of Sabre which were converted into the Company's stock options
on the date of the Merger and expense for options granted to a consultant by
Preview Travel which were assumed in the Merger.

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

ANTICIPATED LOSSES

    The Company has incurred significant operating losses since its inception as
an operating unit of Sabre, and has continued to incur losses since the Merger.
For the future, our success will depend to a

                                       8
<Page>
large extent on our ability to greatly increase sales volume so as to realize
economies of scale and to increase revenue from advertising and vacation
packages resulting in higher gross margins. As we increase spending for product
development, advertising, customer service, facilities, international expansion
and general and administrative expenses, we expect to continue to incur lower
costs as a percent of revenue resulting in declining operating losses until the
second quarter of 2001, by the end of which time we expect to be at or close to
cash profitability, excluding the effects of non-cash stock compensation expense
and the amortization of goodwill and intangible assets.

VARIABILITY OF RESULTS

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

    Other factors that may adversely affect our operating results include:

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

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

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

    Net cash used for operating activities for the year ended December 31, 2000
was $53.3 million. This was primarily attributed to the net loss before non-cash
charges, Sabre's interest in the Partnership and the prepayment to AOL, offset
by depreciation and amortization. Net cash used for operating activities in 1999
was $12.8 million, which was due primarily to the net loss before non-cash
charges, an increase in accounts receivable, and a decrease in the accounts
payable to AMR affiliates. Net cash

                                       9
<Page>
used for operating activities in 1998 was $19.4 million which was due to the net
loss before non-cash charges and an increase in accounts receivable, partially
offset by increases in accrued expenses and other liabilities and accounts
payable to AMR affiliates.

    Net cash used for investing activities for the year ended December 31, 2000
was $62.4 million. This was primarily for the purchase of marketable securities,
net, of $50.6 million with funds received from Sabre in the Merger and capital
expenditures for furniture and fixtures, leasehold improvements and computer
equipment to support our growth during the year of $11.7 million. Net cash used
for investing activities in 1999 and 1998 were $0.5 million and $2.3 million,
respectively. For 1999, investing activities included capital expenditures for
furniture and fixtures and computer equipment. For 1998, investing activities
included leasehold improvements, furniture and fixtures and computer equipment
for a new facility for the customer service center.

    Net cash provided by financing activities for the year ended December 31,
2000 was $116.5 million. Immediately prior to the Merger, Sabre contributed
$52.7 million in cash to the Partnership and received partnership units in
exchange. Additionally, the Company exercised its option to cause Sabre to
invest an additional $50 million in the Company in exchange for 1.2 million
shares of common stock of the Company. The Company contributed these funds to
the Partnership. Sabre is under no further obligation to fund the Partnership's
capital requirements. Effective with the Merger, we began maintaining our own
cash balances.

    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 from our inception to the Merger, which were funded by Sabre, as
we were an operating unit of Sabre. Cash advances for 2000, 1999 and 1998 were
$6.8 million, $13.3 million and $16.6 million, respectively. All cash advances
from Sabre were contributed to paid-in-capital effective with the Merger and are
no longer due to Sabre.

    As of December 31, 2000, we had $71.6 million in cash and marketable
securities. We believe that these funds will be sufficient to meet anticipated
cash requirements through the second quarter of 2001 at which time the Company
expects to have positive cash earnings (before the amortization of goodwill,
intangibles and stock compensation expense). Thereafter, we anticipate that cash
requirements will be funded by cash flows from operating activities. However, we
cannot provide assurance that cash flows from operations of the Partnership will
exist or will be sufficient to meet our cash requirements, such as contractual
commitments to our strategic distribution partners, including AOL and Yahoo!, or
to make capital expenditures or other expenditures necessary to support the
anticipated growth of our business or to respond to competition. In such event,
we would be required to obtain financing from the sale of equity securities or
debt financing. We cannot assure you that any such financing will be available
or on terms acceptable to us.

    In February 2001, the Company completed a cashless exercise of warrants
granted to the Company as part of the affiliation agreement with HRN (see Note
10). In conjunction with this event, the Company received approximately 305,000
shares of Class A Common Stock of HRN. These shares will be treated as
marketable securities and recorded at fair value in future periods.

    In March 2001, the Company completed a cashless exercise of additional HRN
warrants. In conjunction with this, the Company recognized a loss on the
exercise of approximately $2.9 million. As a result of this cashless exercise,
the Company received an additional 115,000 shares of HRN Class A Common Stock.

    In 2001, we will use funds to enhance brand awareness and supplier
relationships, to perform product development and for working capital. Payments
due under our agreements with strategic

                                       10
<Page>
distribution partners could also affect our liquidity. Revenues under the AOL
agreement are based on performance and are difficult to predict. Accordingly,
they may not occur in the same time periods as payments we must make to AOL.
Additionally, agreements with Yahoo!, Excite, and other distribution partners
include guaranteed payments. In connection with these agreements, we expect that
the Partnership will make aggregate future payments in at least the following
amounts (in thousands):

<Table>
<Caption>
                                                              YEAR ENDING
                                                              DECEMBER 31,
                                                              ------------
<S>                                                           <C>
2001........................................................    $ 51,000
2002........................................................      51,000
2003........................................................      40,000
2004........................................................      40,000
                                                                --------
                                                                $182,000
                                                                ========
</Table>

    If AOL does not meet certain revenue targets, we may elect to operate under
alternative terms and conditions set forth in the AOL agreement and we would no
longer have any payment obligations to AOL. We expect to incur capital
expenditures in 2001 of $25 to $30 million.

INFLATION

    We believe that inflation has not had a material effect on our results of
operations.

NEW ACCOUNTING PRONOUNCEMENTS

    The Company has adopted Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities ("FAS
133") effective January 1, 2001. FAS 133 requires the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. At December 31, 2000, the Company was a party to certain
derivative instruments that include warrants received from HRN in connection
with an affiliation agreement (see Note 10). The Company currently estimates
that upon adoption of FAS 133 it will report a gain of approximately $7.0
million from these warrants. The estimated gain is based on the Black-Scholes
value of the warrants at December 31, 2000 and any actual gains or losses
realized by the Company will be dependent upon HRN's stock price at the time the
HRN stock is sold.

    In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements. SAB 101 provides guidance on the application of revenue recognition
and the presentation and disclosure of revenue in the financial statements. We
believe our current revenue recognition polices are consistent with SAB 101.

    In March 2000, the Financial Accounting Standards Board ("FASB") issued FIN
44, an interpretation of Accounting Principles Board Opinion No. 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES ("APB 25"). FIN 44, which has been adopted
prospectively by the Company as of July 1, 2000, requires significant changes to
previous practice regarding the accounting for certain stock compensation
arrangements. FIN 44 does not change APB 25's intrinsic value method, under
which compensation expense is generally not recognized for grants of stock
options to employees with an exercise price equal to the market price of the
stock at the date of grant, but it has narrowed its application.

                                       11
<Page>
    FIN 44 contains provisions whereby employees are defined the same as they
are under common law for purposes of applying APB 25. As a result, APB 25 does
not apply in the separate financial statements of a subsidiary for equity awards
made by the subsidiary to employees of the parent company, as these employees
are not considered to be employees of the grantor. Grants of equity awards made
to such employees are required to be recorded at fair value and recognized as
expense over the vesting period in the separate financial statements of the
subsidiary. Such grants are required to be revalued to fair value at each
periodic reporting date until vesting is complete, with a cumulative catch up
adjustment recognized for any changes in fair value. For the year ended
December 31, 2000, the company recognized approximately $2.7 million of expense
related to FIN 44.

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.

RISK FACTORS

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

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

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

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

                                       12
<Page>
    We have also discontinued offering reservation booking capabilities for
Southwest Airlines Co. on our Web sites. However, we do not expect that such
action will have a material adverse effect on our business, financial condition
and results of operations.

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

    We depend greatly on our relationships with airlines and other travel
suppliers, and adverse changes in these relationships could affect the inventory
of travel products available on our Web sites. Travel suppliers, including
travel content providers, may not make their services and products available to
us on satisfactory terms or at all, or may choose to provide their products and
services only to our competitors. In addition, we cannot assure you that our
travel suppliers will continue to sell products and services through global
distribution systems on terms satisfactory to us. It is possible that in
connection with industry consolidation, strategic alliances or other travel
supplier consortia, airlines and other travel suppliers may choose not to
distribute their travel products and services through online distribution sites
such as ours. Airlines and other travel suppliers could decide to sell their
travel products and services exclusively through other distribution channels or
to otherwise restrict our access to their travel products and inventory. Either
situation could significantly reduce the volume or breadth of travel products
and services available on our Web sites. If we are unable to maintain or expand
our relationships with airlines and other travel suppliers, our ability to offer
and expand our travel service offerings or offer the lowest-priced travel
inventory could be reduced and our sales and revenues could be materially
adversely affected.

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

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

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

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

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

    We may not be able to achieve sufficient online traffic, travel bookings or
commissions to justify our significant financial obligations to Yahoo! and AOL
under various agreements. Under these

                                       13
<Page>
agreements, we expect to pay at least $28 million to Yahoo! over a three year
period and at least $200 million to AOL over a five year period. In addition,
our financial obligations under these agreements may limit our operational
flexibility in the future, which could materially affect our business, financial
conditions and results of operations.

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

    Sabre Holdings Corporation and its affiliates currently own 7.27% of the
Company's issued and outstanding common stock and 33.0 million shares of the
Company's Class A Common Stock, which are convertible into shares of common
stock. If all of the Class A Common Stock were converted, Sabre Holdings
Corporation and its affiliates' ownership of the Company's issued and
outstanding common stock would increase from 7.27% to approximately 70%. There
is no limit on the ability of Sabre Holdings Corporation and its affiliates to
purchase shares of the Company's common stock in the open market.

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

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

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

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

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

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

                                       14
<Page>
Company is successful in promoting its brand, the increased brand recognition
may not economically justify the cost of brand promotion needed to achieve that
recognition.

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

    Our future revenues and profits depend upon the widespread acceptance and
use of the Internet and online services as a medium for commerce. Rapid growth
in the use of the Internet and online services is a recent phenomenon. This
growth may not continue. A sufficiently broad base of consumers may not accept,
or continue to use, the Internet as a medium of commerce. Demand for and market
acceptance of recently introduced products and services over the Internet
involve a high level of uncertainty. If the growth of the Internet does not
continue or if consumers cease to accept the Internet as a medium of commerce,
our business, financial condition and results of operations will be adversely
affected.

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

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

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

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

    - airline or other travel related strikes;

    - political instability and hostilities;

    - regional hostilities and terrorism;

    - unusual periods of bad weather;

    - fuel price escalation;

    - increased occurrence of travel-related accidents; and

    - economic downturns and recessions.

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

    In order to remain competitive in the online travel industry, we must
continue to enhance and improve the functionality and features of our Web sites.
If we fail to continually improve our Web sites'

                                       15
<Page>
speed, personalization and customer service, we could lag behind competitors or
our Web sites could become obsolete. As a result, we could lose market share and
our revenues would decline, which could have a material adverse effect on our
business, financial condition and results of operations. In addition, our
services depend on complex search mechanisms to find the best available fares.
If our competitors develop technology to help consumers find the best fares more
quickly or easily, or at a cheaper cost, then we may also lose market share. In
order remain competitive, we may have to incur substantial costs and expenses to
respond to the increasingly sophisticated requirements of online consumers and
suppliers. Such costs and expenses may have a material adverse effect on our
business, financial condition and results of operations.

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

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

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

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

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

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

    We anticipate that the Company will incur future losses. The Company
incurred net losses of $20.6 million and $46.9 million in 1999 and 2000,
respectively. We expect our operating expenses to increase significantly as we
develop and expand our services, expand our domestic and international
operations, enhance the Travelocity brand, fund site and content development and
invest in operating infrastructure. We will need to grow our revenues
significantly in order to become and stay profitable. If our revenues do not
grow as expected to defray the estimated costs and expenses, there could be a
material adverse effect on our business, operating results and financial
condition.

OUR STOCK PRICE COULD FLUCTUATE SIGNIFICANTLY.

    We are an Internet-related company engaged in electronic commerce. Market
prices for stocks of this type have been volatile and as a result, the market
price of our common stock could experience

                                       16
<Page>
extreme price fluctuations. If revenues or earnings are less than expected for
any quarter, the market price of our common stock could significantly decline,
even if the decline in our revenues or earnings is not reflective of any
long-term problems with our business, financial condition and operating results.
The market price of our common stock could also fluctuate significantly as a
result of sales or distributions by our investors who own a substantial number
of shares of our common stock.

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

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

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

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

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

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

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

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

                                       17
<Page>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Report of Ernst & Young LLP, Independent Auditors...........    F-1
Consolidated Balance Sheets.................................    F-2
Consolidated Statements of Operations.......................    F-3
Consolidated Statements of Cash Flows.......................    F-4
Consolidated Statements of Stockholders' Equity (Deficit)...    F-5
Notes to Consolidated Financial Statements..................    F-6
</Table>

                                       18
<Page>
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders

Travelocity.com Inc.

    We have audited the accompanying balance sheets of Travelocity.com Inc. as
of December 31, 2000 and 1999, and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 2000. Our audits also included the financial statement
schedule listed under Item 14(a). These financial statements and schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Travelocity.com Inc. at
December 31, 2000 and 1999, and the results of its operations and cash flows for
each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

                                          /s/ ERNST & YOUNG LLP

Dallas, Texas
January 15, 2001,
except for Note 15, as to
which the date is March 12, 2001

                                      F-1
<Page>
                              TRAVELOCITY.COM INC.

                          CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                              DECEMBER 31,    DECEMBER 31,
                                                                  2000            1999
                                                              -------------   -------------
<S>                                                           <C>             <C>
                           ASSETS
CURRENT ASSETS
  Cash......................................................    $     859        $     --
  Marketable securities.....................................       70,696              --
  Accounts receivable, net of allowance for doubtful
    accounts of $649 at December 31, 2000...................       19,196           3,259
  Prepaid expenses and other current assets.................       18,755             195
                                                                ---------        --------
    Total current assets....................................      109,506           3,454
PROPERTY AND EQUIPMENT
  Buildings and leasehold improvements......................        3,692             726
  Furniture, fixtures and equipment.........................        3,608             995
  Computer equipment........................................       22,828           1,342
                                                                ---------        --------
                                                                   30,128           3,063
  Less accumulated depreciation and amortization............      (12,347)         (1,118)
                                                                ---------        --------
    Total property and equipment............................       17,781           1,945
Intangible assets, net of accumulated amortization of
  $75,464 and $4,810 at December 31, 2000 and December 31,
  1999, respectively........................................      198,113           4,190
Other assets................................................        2,568              50
                                                                ---------        --------
    TOTAL ASSETS............................................    $ 327,968        $  9,639
                                                                =========        ========
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable..........................................    $   6,242        $  7,114
  Accrued compensation and related benefits.................        3,910             676
  Payable to affiliates.....................................          191              28
  Other accrued liabilities.................................        7,310             955
                                                                ---------        --------
    Total current liabilities...............................       17,653           8,773
Payable to affiliates.......................................           --          68,884
Deferred revenue............................................        2,918              --
Other liabilities...........................................        1,109             544
Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIT)
  Series A Preferred Stock, $.001 par value; 7,000 shares
    authorized at December 31, 2000; no shares issued.......           --              --
  Common Stock, $.001 par value; 135,000 shares authorized;
    16,199 shares issued and outstanding at December 31,
    2000....................................................           16              --
  Class A Common Stock, $.001 par value; 33,000 and 3,000
    shares authorized, issued and outstanding at
    December 31, 2000 and December 31, 1999, respectively...           33               3
  Class B Common Stock, $.001 par value; 75,000 and 1,500
    shares authorized at December 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................................      424,903              --
  Equity options outstanding................................        4,225              --
  Accumulated deficit.......................................     (122,889)        (76,403)
                                                                ---------        --------
    Total stockholders' equity (deficit)....................      306,288         (68,562)
                                                                ---------        --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............    $ 327,968        $  9,639
                                                                =========        ========
</Table>

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

                                      F-2
<Page>
                              TRAVELOCITY.COM INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2000        1999       1998
                                                              ---------   --------   --------
<S>                                                           <C>         <C>        <C>
REVENUES
  Transaction services revenue
    Air.....................................................  $ 107,991   $ 47,077   $ 16,125
    Non-air.................................................     31,823      7,490      2,245
  Advertising...............................................     47,374      8,591      2,821
  Other.....................................................      5,482      1,029         47
                                                              ---------   --------   --------
    Total revenues..........................................    192,670     64,187     21,238
  Costs of revenues.........................................     72,131     40,255     19,067
                                                              ---------   --------   --------
  Gross profit..............................................    120,539     23,932      2,171
OPERATING EXPENSES
  Selling and marketing.....................................    120,112     29,532     10,608
  Technology and development................................     18,507      9,624      8,483
  General and administrative................................     16,698      5,407      4,360
  Expenses related to integration of Preview Travel.........      1,537         --         --
  Stock compensation(1).....................................      4,882         --         --
  Amortization of intangible assets and goodwill............     72,607         --         --
                                                              ---------   --------   --------
    Total operating expenses................................    234,343     44,563     23,451
                                                              ---------   --------   --------
OPERATING LOSS..............................................   (113,804)   (20,631)   (21,280)
OTHER INCOME
  Interest income, net......................................      3,689         --         --
  Other income, net.........................................      1,127         --         --
                                                              ---------   --------   --------
  Loss before Sabre's interest in partnership...............   (108,988)   (20,631)   (21,280)
Sabre's interest in partnership.............................     62,086         --         --
                                                              ---------   --------   --------
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS................  $ (46,902)  $(20,631)  $(21,280)
                                                              =========   ========   ========
Loss per common share, basic and diluted....................  $   (2.17)        --         --
                                                              =========   ========   ========
Weighted average common shares used in loss per common share
  computation:
  Basic and diluted.........................................     21,647         --         --
                                                              =========   ========   ========
</Table>

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

(1) Stock compensation relates to the following:

<Table>
<Caption>
                                                         YEAR ENDED DECEMBER 31,
                                                      ------------------------------
                                                        2000       1999       1998
                                                      --------   --------   --------
<S>                                                   <C>        <C>        <C>
Costs of revenues...................................   $   29     $   --     $   --
Selling and marketing...............................    1,687         --         --
Technology and development..........................      164         --         --
General and administrative..........................    3,002         --         --
                                                       ------     ------     ------
  Total.............................................   $4,882     $   --     $   --
                                                       ======     ======     ======
</Table>

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

                                      F-3
<Page>
                              TRAVELOCITY.COM INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2000        1999       1998
                                                              ---------   --------   --------
<S>                                                           <C>         <C>        <C>
OPERATING ACTIVITIES
Net loss....................................................  $ (46,902)  $(20,631)  $(21,280)
Adjustments to reconcile net loss to cash used for operating
  activities
  Depreciation and amortization.............................    108,769      2,833      2,412
  Stock compensation........................................      4,929         --         --
  Sabre's interest in partnership...........................    (62,086)        --         --
  Gain on sale of investments...............................     (1,127)        --         --
  Changes in operating assets and liabilities:
    Accounts receivable and other assets....................    (15,934)      (781)    (2,109)
    Accounts payable, accrued and other liabilities.........     (3,956)     7,206        628
    Prepayment to strategic distribution partner............    (40,000)        --         --
    Deferred revenue........................................      2,918         --         --
    Payable to affiliates...................................         93     (1,395)       973
                                                              ---------   --------   --------
  Cash used for operating activities........................    (53,296)   (12,768)   (19,376)
INVESTING ACTIVITIES
Cash acquired from Preview Travel, net of direct acquisition
  costs.....................................................        827         --         --
Additions to property and equipment.........................    (11,717)      (522)    (2,346)
Purchases of marketable securities..........................   (268,819)        --         --
Sales of marketable securities..............................    218,222         --         --
Other investing activities, net.............................       (906)        --         --
                                                              ---------   --------   --------
  Cash used for investing activities........................    (62,393)      (522)    (2,346)
FINANCING ACTIVITIES
Cash advances from Sabre affiliates.........................      6,818     13,290     16,618
Contribution from affiliates................................         --         --      5,104
Contribution of cash to the Partnership by Sabre in
  connection with the Merger................................     52,680         --         --
Proceeds from issuance of common stock......................     54,000         --         --
Proceeds from exercise of stock options.....................      3,786         --         --
Other.......................................................       (736)        --         --
                                                              ---------   --------   --------
  Cash provided by financing activities.....................    116,548     13,290     21,722
                                                              ---------   --------   --------
Increase in cash and cash equivalents.......................        859         --         --
Cash at beginning of the period.............................         --         --         --
                                                              ---------   --------   --------
Cash at end of the period...................................  $     859   $     --   $     --
                                                              =========   ========   ========
Supplemental cash flow information:
    Cash payments for interest..............................  $      88   $     --   $     --
                                                              =========   ========   ========
</Table>

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

                                      F-4
<Page>
                              TRAVELOCITY.COM INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                 (IN THOUSANDS)
<Table>
<Caption>
                                     SERIES A                  CLASS A      CLASS B     CONTRIBUTIONS      STOCK       ADDITIONAL
                                     PREFERRED     COMMON       COMMON       COMMON         FROM        SUBSCRIPTION    PAID-IN
                                       STOCK       STOCK        STOCK        STOCK       AFFILIATES      RECEIVABLE     CAPITAL
                                     ---------   ----------   ----------   ----------   -------------   ------------   ----------
<S>                                  <C>         <C>          <C>          <C>          <C>             <C>            <C>
Balance at December 31, 1997.......    $ --      $     --     $     --     $     --        $ 2,737          $--         $     --
Net loss...........................      --            --           --           --             --           --               --
Contribution from Sabre............      --            --           --           --          5,104           --               --
                                       ----      ----------   ----------   ----------      -------          ---         --------
Balance at December 31, 1998.......                                                          7,841
Net loss...........................      --            --           --           --             --           --               --
Issuance of common stock to
  affiliate........................      --            --            3           --             --           --               --
Stock subscription receivable from
  affiliate........................      --            --           --           --             --           (3)              --
                                       ----      ----------   ----------   ----------      -------          ---         --------
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
Conversion of 33,000 Series A
  preferred shares to 33,000
  Class A common shares............     (33)           --           33           --             --           --               --
Issuance of 14,378 common shares in
  connection with the merger with
  Preview Travel...................      --            14           --           --             --           --          276,749
Issuance of 1,350 common shares for
  cash.............................      --             1           --           --             --           --           53,999
Issuance of 471 common shares
  pursuant to stock option,
  restricted stock incentive and
  stock purchase plans.............      --             1           --           --             --           --            4,693
Stock based compensation for
  consultants and employees of the
  Company and Travelocity
  Holdings.........................      --            --           --           --             --           --              122
Unrealized gains on investments....      --            --           --           --             --           --               --
                                       ----      ----------   ----------   ----------      -------          ---         --------
Balance at December 31, 2000.......    $ --      $     16     $     33     $     --        $    --          $--         $424,903
                                       ====      ==========   ==========   ==========      =======          ===         ========

<Caption>
                                       EQUITY
                                       OPTIONS     ACCUMULATED
                                     OUTSTANDING     DEFICIT       TOTAL
                                     -----------   ------------   --------
<S>                                  <C>           <C>            <C>
Balance at December 31, 1997.......    $   --       $ (34,492)    $(31,755)
Net loss...........................        --         (21,280)     (21,280)
Contribution from Sabre............        --              --        5,104
                                       ------       ---------     --------
Balance at December 31, 1998.......                    55,772       47,931
Net loss...........................        --         (20,631)     (20,631)
Issuance of common stock to
  affiliate........................        --              --            3
Stock subscription receivable from
  affiliate........................        --              --           (3)
                                       ------       ---------     --------
Balance at December 31, 1999.......        --         (76,403)     (68,562)
Net loss...........................        --         (46,902)     (46,902)
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
Conversion of 33,000 Series A
  preferred shares to 33,000
  Class A common shares............        --              --           --
Issuance of 14,378 common shares in
  connection with the merger with
  Preview Travel...................        --              --      276,763
Issuance of 1,350 common shares for
  cash.............................        --              --       54,000
Issuance of 471 common shares
  pursuant to stock option,
  restricted stock incentive and
  stock purchase plans.............        --              --        4,694
Stock based compensation for
  consultants and employees of the
  Company and Travelocity
  Holdings.........................     4,225              --        4,347
Unrealized gains on investments....        --             416          416
                                       ------       ---------     --------
Balance at December 31, 2000.......    $4,225       $(122,889)    $306,288
                                       ======       =========     ========
</Table>

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

                                      F-5
<Page>
                              TRAVELOCITY.COM INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

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

    Travelocity is a holding company whose sole asset is partnership units of
Travelocity.com LP (the "Partnership"), a Delaware 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 business unit of Sabre (the "Travelocity Division")
and Preview Travel as described in Note 3.

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

    The Company and Sabre are the partners in the Partnership. The Company
currently holds an approximate 39% equity interest in the Partnership, with the
remaining approximate 61% equity interest held by Sabre. Sabre, through
ownership of shares of the Company's common stock and Class A Common Stock, also
holds approximately 22% equity interest in the Company. Sabre currently
beneficially holds approximately 70% economic interest in the Partnership--that
is:

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

    - approximately 9% equity interest held through the Company--that is, 22%
      (Sabre's equity interest in the Company) of 39% (the Company's equity
      interest in the Partnership).

    Sabre's common stock and Class A Common Stock holdings represent an
approximate 70% voting interest in the Company. Through this voting interest,
Sabre is able to significantly influence the management and affairs of the
Company and all matters requiring stockholder approval.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION.  The accompanying consolidated financial statements
include the accounts of the Company after elimination of all significant
intercompany balances and transactions. For periods prior to the Merger, the
financial statements have been prepared using Sabre's historical basis in the
assets and liabilities of the Travelocity Division. The results of operations of
Preview Travel have been included in the accompanying financial statements
beginning with the date of the Merger. The financial statements include the
results of operations, financial condition and cash flows of the Company as a
division of Sabre for periods prior to the Merger, and may not be indicative of
actual results of operations and financial position of the Company under other
ownership. Management believes the income statements include a reasonable
allocation of administrative costs, which are described in Note 11, incurred by
Sabre on behalf of the Company.

                                      F-6
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

    As such, the Partnership's board of directors has the unilateral ability to
control the management of the Partnership, thereby enabling the Company to
consolidate the Partnership in its separate financial statements.

    The Company's consolidated financial statements include the financial
statements of the Company and the Partnership, with Sabre's interest in the
Partnership's results of operations presented as a single line item, "Sabre's
interest in partnership," in the Company's statement of operations. The amount
of loss attributable to Sabre's interest is limited to the carrying amount of
Sabre's basis in the Partnership as recorded on the date of the Merger,
approximately $62.1 million. Losses attributable to Sabre's interest in the
Partnership exceeding $62.1 million are recognized in the net loss attributable
to the Company's common stockholders. During 2000, the Company recognized net
losses totaling approximately $1.2 million related to losses attributable to
Sabre in excess of Sabre's basis in the Partnership. When the results of
operations of the Partnership become profitable, net income attributable to the
Company's stockholders will be increased by the amount of losses attributable to
Sabre in excess of Sabre's basis in the Partnership previously recognized by the
Company. The Company's consolidated results of operations and financial position
consists of the total of the Company's share of the Partnership's results and
100% of the Company's results.

    USE OF ESTIMATES.  The preparation of these financial statements in
conformity with generally accepted accounting principles ("GAAP") requires that
certain amounts be recorded based on estimates and assumptions made by
management. Actual results could differ from these estimates and assumptions.

    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 statements of cash flows. Prior to the Merger, the Company
had not maintained cash or cash equivalents. Sabre had 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.

    FINANCIAL INSTRUMENTS.  Except for certain warrants held by the Company, the
carrying value of the Company's financial instruments, including cash,
investments and accounts receivable generally approximate their respective fair
values at December 31, 2000 and 1999. The warrants will be recorded at fair
value upon adoption by the Company of FAS 133 described below.

                                      F-7
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    DEPRECIATION AND AMORTIZATION.  The Company's depreciation and amortization
policies are as follows:

<Table>
<Caption>

<S>                                    <C>
Property and Equipment
  Computer equipment.................  3 to 5 years
  Furniture and fixtures.............  5 to 15 years
  Leasehold improvements.............  Lesser of lease term or useful life
  Intangible assets..................  1 to 7 years
Property under capital leases........  Lease term
Goodwill.............................  Estimated economic life
</Table>

    Property and equipment are stated at cost less accumulated depreciation and
amortization, which is calculated on the straight-line basis. Depreciation of
property and equipment totaled approximately $7,707,000, $786,000 and $365,000
in 2000, 1999 and 1998, respectively. Intangible assets, including goodwill, are
amortized on the straight-line basis, over the lesser of estimated useful life
or contractual right of use. Amortization of intangible assets totaled
approximately $74,639,000 in 2000 and $2,048,000 in each of 1999 and 1998.
Accumulated amortization of intangible assets approximated $75,464,000 and
$4,810,000 at December 31, 2000 and 1999, respectively (see Notes 3 and 10).

    REVENUE RECOGNITION.  The Company provides online travel services through
Travelocity.com, its proprietary online travel Web site, as well as certain
co-branded sites operated in conjunction with other Internet sites. Most of the
reservations made through these sites are booked through the Sabre system. For
1999, booking fees were collected from air, car rental and hotel vendors and
other providers of travel related products and services ("associates") by Sabre
and transferred to the Company. After 2000, the Company received booking
incentives under an access agreement with Sabre for travel bookings made through
the Sabre system. These fees represent compensation for the processing of
reservations for the travel supplier. These fees are not collected from the
consumer, nor do they represent the cost of the travel product purchased by the
consumer from the travel supplier. Transaction services revenue for airline
travel reservations is recognized at the time of the booking of the reservation,
net of estimated future cancellations. At December 31, 2000 and 1999, the
Company had recorded booking fee cancellation reserves of approximately
$237,000. Transaction services revenue for car rental and hotel bookings and
other travel providers is recognized at the time the reservation is used by the
customer.

    Transaction services revenue also includes commissions from travel suppliers
for air travel, hotel rooms, car rentals, vacation packages and cruises.
Commissions from air travel providers are recognized upon confirmation of
pending payment of the commission. Commissions from other travel providers are
recognized upon receipt.

    During 2000, 1999 and 1998, the Company had no arrangements with travel
suppliers for the purchase and resale of inventory or products at a price
determined by the Company or which included a non-cancellable commitment to
purchase certain quantities of inventory. The Company has recorded no revenues
on a gross basis as contemplated by Emerging Issues Task Force Issue No. 99-19,
"Recording Revenue Gross as a Principle Versus Net as Agent," during these
periods.

    Advertising revenues are derived primarily from our advertising revenue
sharing agreement with America Online, Inc. ("AOL") and the delivery of
advertising impressions on the Company's Web sites.

                                      F-8
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising revenues are recognized in the period that advertising impressions
are delivered. Licensing and royalty fees are derived from operating certain
airline reservation sites and are recognized in the period earned.

    ADVERTISING COSTS.  The Company generally recognizes advertising expense as
incurred. Internet advertising expenses are recognized based on the terms of the
individual agreements, but generally over the greater of the ratio of the number
of impressions delivered over the total number of contracted impressions, or on
a straight-line basis over the term of the contract. Advertising expenses
totaled approximately $51,284,000, $16,520,000 and $4,072,000 during 2000, 1999
and 1998, respectively.

    SOFTWARE DEVELOPMENT COSTS.  Through December 31, 1998, the Company
accounted for the costs of developing and testing new or significantly enhanced
products and Web site features in accordance with the provisions of Statement of
Financial Accounting Standards No. 86, ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE TO BE SOLD, LEASED OR OTHERWISE MARKETED ("FAS 86"). Pursuant to FAS
86, costs are capitalized when technological feasibility of the product is
established, which is achieved upon completion of a detailed program design or a
working model. Costs incurred prior to the establishment of technological
feasibility are expensed as incurred as research and development costs. No
amounts have been capitalized pursuant to FAS 86.

    Effective January 1, 1999, the Company adopted the provisions of SOP 98-1,
ACCOUNTING FOR COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE. SOP
98-1 requires the capitalization of certain costs incurred during an
internal-use software development project, including costs related to
applications, infrastructure and graphics development for the Company's Web
sites. Capitalizable costs consist of (a) certain external direct costs of
materials and services incurred in developing or obtaining internal-use computer
software, (b) payroll and payroll-related costs for employees who are directly
associated with and who devote time to the project and (c) interest costs
incurred. Costs that are considered to be related to research and development
activities, are incurred during the preliminary project stage, or are incurred
for data conversion activities, training, maintenance and general and
administrative or overhead costs are expensed as incurred. Costs that cannot be
separated between maintenance of, and relatively minor upgrades and enhancements
to, the Company's Web sites are also expensed as incurred. The effect of the
adoption of SOP 98-1 was not significant. Amounts capitalized for internally
developed software were not significant.

    Research and development costs included in technology and development
approximated $650,000, $300,000 and $137,000 for 2000, 1999 and 1998,
respectively.

    INCOME TAXES.  The results of operations of the Travelocity Division were
included in the consolidated federal income tax return of AMR, Sabre's former
parent company for periods prior to the Merger. Sabre and AMR entered into a tax
sharing agreement effective July 1, 1996 (the "Tax Sharing Agreement"), which
provided for the allocation of tax liabilities during the tax periods Sabre and
its operating divisions and subsidiaries are included in the consolidated
federal, state and local income tax returns filed by AMR. The Tax Sharing
Agreement generally requires Sabre to pay to AMR the amount of federal, state
and local income taxes that Sabre would have paid had it not been a member of
the AMR consolidated tax group. Sabre and its operating divisions and
subsidiaries, including the Travelocity Division, are jointly and severally
liable for the federal income tax of AMR and the other companies included in the
consolidated return for all periods in which Sabre is included in the AMR
consolidated group. AMR has agreed, however, to indemnify Sabre and its
operating

                                      F-9
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
divisions and subsidiaries for any liability for taxes reported or required to
be reported on a consolidated return arising from operations of subsidiaries of
AMR other than Sabre.

    The Company will separately report and file federal, state, and local income
tax returns for the taxable periods beginning March 8, 2000. Included in the
Company's taxable results of operations is its proportionate share of the
results of operations of the Partnership.

    The Company has computed its provision for deferred income taxes using the
liability method as if it were a separate taxpayer for all periods presented.
Under the liability method, deferred income tax assets and liabilities are
determined based on differences between financial reporting and income tax bases
of assets and liabilities and are measured using the enacted tax rates and laws.
A valuation allowance has been recorded to reflect management's judgment about
the realization of the net deferred tax assets in future years.

    IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS.  The carrying amount of
long-lived and intangible assets, including goodwill, is periodically reviewed
by management to determine if facts and circumstances suggest that such amount
may be impaired. In performing such reviews, management considers the
performance of the Company in comparison to prior projections and plans and
market considerations.

    STOCK AWARDS AND OPTIONS.  Stock awards and stock options granted to
employees of the Company and the Partnership, including awards of Sabre stock
and stock options and awards of AMR stock and stock options granted prior to the
incorporation of Sabre, have been accounted for in the accompanying financial
statements in accordance with Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25"). No compensation expense is
recognized for stock option grants if the exercise price is at or above the fair
market value of the underlying stock on the date of grant. Compensation expense
relating to other stock awards is recognized over the period during which the
employee renders service necessary to earn the award.

    In March 2000, the FASB issued Interpretation No. 44, ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION ("FIN 44"), an interpretation of APB
25. FIN 44, which has been adopted prospectively by the Company as of July 1,
2000, requires significant changes to previous practice regarding the accounting
for certain stock compensation arrangements. FIN 44 does not change APB 25's
intrinsic value method, under which compensation expense is generally not
recognized for grants of stock options to employees with an exercise price equal
to the market price of the stock at the date of grant, but it has narrowed its
application. See Note 13 for details describing the effects on the adoption of
FIN 44.

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

                                      F-10
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    BUSINESS RISK AND CONCENTRATIONS OF CREDIT RISK.  The Company operates in
the online travel services industry, which is new, rapidly evolving and
intensely competitive. The Company competes with traditional travel agency
reservation methods and other online travel reservation services. In the online
travel services market, the Company competes with other entities that maintain
similar commercial Web sites.

    A substantial portion of the Company's revenues comes from commissions paid
by travel supplier for bookings made through the Company's Web sites.
Transaction revenue from air commissions represented 33.3%, 35.9% and 36.2% of
total revenues for 2000, 1999 and 1998, respectively.

    Except by agreement, travel suppliers are not obligated to pay any specified
commission rates for bookings made through the Company's Web sites or to pay any
commissions at all. If airlines, hotel chains and/or other travel suppliers
reduce or eliminate current commission rates, or end agreements to pay
commissions, the Company's revenues could be reduced significantly.

    The Company generally relies on unrelated service entities to accumulate,
process and remit these revenues. Discontinuance of these services could result
in disruption to the Company's business and accordingly have a material adverse
effect on its results of operations, financial position and cash flow.

    The Company had incurred losses since its inception, which, prior to the
Merger, had been funded by Sabre, as the Company was an operating unit of Sabre.

    The Company is subject to risks and uncertainties common to growing
technology based companies, including rapid technological change, growth and
commercial acceptance of the Internet, dependence on third-party and Sabre
technology, new service introductions, activities of competitors, dependence on
key personnel, international expansion, and limited operating history.

    The Company's customers are primarily located in the United States and are
concentrated in the Internet and travel industry. For the year 2000,
approximately 40% of the Company's revenue was derived from alliances with
strategic partners such as AOL, Yahoo!, Excite and @Home. Two key partners
represent a significant portion of that revenue. A loss of either of these
relationships could have a material adverse effect on the Company's revenues.
Revenue from Delta Air Lines during 1999 was approximately $6.7 million, which
represented 10.5% of the Company's revenues. During 1998, revenues from Delta
Air Lines, US Airways, Inc. and AMR were approximately $2.7 million, $2.6
million and $2.2 million, respectively, which represented 12.3%, 11.6% and
10.0%, respectively, of the Company's revenues. At December 31, 2000, amounts
receivable from one customer totaled approximately $8.7 million, or 45% of the
Company's accounts receivable. The Company's receivables are generally unsecured
and, historically, bad debts have not been significant.

    As part of the Company's standard agreement with airlines, much like any
other travel agency, the Company must pay face value to the air travel provider
in the event tickets sold on its Web sites are purchased fraudulently. If a
significant amount of fraudulent purchases were to be made through the Company's
Web sites, the Company could incur losses relating to the payments due to air
travel providers of a material amount. Historically, the Company's losses
relating to such fraudulent purchases have not been material.

    SEGMENTS.  The Company's chief operating decision maker manages the
operations of the Company as one business. The Company's co-branded Web sites
are not evaluated separately from the Travelocity Web site. The Company's
international Web sites are not managed separately from the

                                      F-11
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
other Web sites. The various services offered through the Company's Web sites
are not evaluated by service. Revenues are managed in their entirety. The
Company's costs are managed on a functional basis, by department, which are not
directly aligned with the various revenue categories. The Company does not
evaluate profitability of individual sites or services.

    The Company derives transaction service revenues and advertising revenues
from one asset base. Advertising revenues are a byproduct of the use of the
Company's Web sites by users of Travelocity's travel reservation services. The
Company does not, and does not believe that it could in any meaningful way,
allocate the costs of operating its Web based travel reservation services
between transaction service revenues and advertising revenues. Direct
incremental costs of the Company's advertising and other revenue are not
significant. Revenues from customers outside the United States represent less
than 10% of total revenues.

    RECENT ACCOUNTING PRONOUNCEMENTS.  The Company has adopted Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("FAS 133") effective January 1, 2001. FAS 133 requires
the Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change in fair
value of the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. At December 31, 2000, the Company held
warrants received by the Partnership from Hotel Reservations Network, Inc.
("HRN") (see Note 10) in connection with an affiliation agreement. The Company
currently estimates that upon adoption it will report a gain of approximately
$7.0 million from these warrants. The estimated gain is based on the
Black-Scholes value of the warrants at December 31, 2000 and any actual gains or
losses realized by the Company will be dependent upon HRN's stock price at the
time the HRN stock is sold. At December 31, 2000, the carrying value of the HRN
warrants was approximately $2.5 million.

    In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements. SAB 101 provides guidance on the application of revenue recognition
and the presentation and disclosure of revenue in the financial statements. The
Company believes that its revenue recognition polices are consistent with SAB
101.

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS

    On March 7, 2000, the Company merged with Preview Travel. In the Merger,
Preview Travel, which was also engaged in consumer direct Internet travel
distribution, 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 common stock. Approximately 14.4 million shares
of the Company's common stock were issued to former Preview Travel stockholders
in 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 (see Note 9). Travelocity Holdings
also owns 1.2 million shares of the Company's common stock from the investment
of $50 million prior to the Merger. Additionally, Yahoo! purchased approximately
175,000 shares of the Company's common stock on the date of the Merger.

                                      F-12
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS (CONTINUED)
    Immediately after the Merger, the Company contributed all of the Preview
Travel assets and liabilities to the Partnership as well as the $50 million
received from Travelocity Holdings. In exchange, the Company received
partnership units representing in total an approximate 39% equity interest in
the Partnership. As a result, the Company became a holding company whose sole
asset is its interest in the Partnership.

    The cost of the acquisition of Preview Travel was approximately $287.2
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>
<Caption>

<S>                                                           <C>
Fair market value of Preview Travel's common stock..........  $253,395
Fair market value of Preview Travel stock options...........    23,655
Investment advisor, legal, accounting and other professional
  fees and expenses.........................................     9,657
Other costs directly related to the Merger..................       493
                                                              --------
  Total.....................................................  $287,200
                                                              ========
</Table>

    The costs of the acquisition have been allocated to the respective assets
and liabilities acquired, with the remainder recorded as goodwill, based on
estimates of fair values as follows (in thousands):

<Table>
<Caption>

<S>                                                           <C>
Working capital.............................................  $  2,946
Property and equipment......................................     4,055
Marketable securities-long term.............................    12,262
Noncurrent liabilities......................................      (624)
Goodwill....................................................   268,561
                                                              --------
  Total.....................................................  $287,200
                                                              ========
</Table>

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

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

    The following unaudited pro forma information presents the Company's results
of operations as if the Merger, the contribution agreements and other agreements
entered into at the effective date of the merger by the Partnership and Sabre
had occurred as of January 1, 1999. The pro forma information has been prepared
by combining the results of operations of the Company and Preview Travel for
periods prior to the Merger date, March 7, 2000. This pro forma information does
not purport to be

                                      F-13
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS (CONTINUED)
indicative of what would have occurred had the Merger occurred as of that date,
or of results of operations that may occur in the future (in thousands, except
per share data):

<Table>
<Caption>
                                                            YEAR ENDED DECEMBER 31,
                                                            ------------------------
                                                              2000           1999
                                                            ---------      ---------
                                                                  (UNAUDITED)
<S>                                                         <C>            <C>
Revenues..............................................      $201,342       $ 90,941
                                                            --------       --------
Net loss..............................................      $(51,419)      $(51,545)
                                                            --------       --------
Basic and diluted loss per share......................      $  (2.74)      $  (3.06)
                                                            --------       --------
</Table>

THE PARTNERSHIP

    Travelocity.com LP is a Delaware limited partnership. Applicable Delaware
law and the partnership agreement govern its operations. Following the Merger,
the Partnership owns the combined Travelocity Division and Preview Travel
businesses and has full power and authority to operate the Travelocity business.
The Partnership is governed by a nine member board of directors. Sabre has the
right to elect four directors of the Partnership, and the Company has the right
to elect the remaining five directors.

    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").

    The general partners are the Company and Travelocity Holdings. The other
partners are limited partners.

    PARTNERSHIP UNITS EQUIVALENT TO TRAVELOCITY'S COMMON STOCK.  One partnership
unit is economically 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 has 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 do 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, are diluted in such 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

                                      F-14
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. MERGER WITH PREVIEW TRAVEL AND RELATED TRANSACTIONS (CONTINUED)
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.

    PARTNERS' ACCOUNTS AND DISTRIBUTIONS.  The partnership agreement contains
customary provisions regarding the partners' capital accounts, the allocation of
profits and losses, and distributions to the partners. The Partnership will make
distributions to the partners so they may pay any taxes they incur in connection
with their proportionate share of the results of operations of the Partnership.
As the tax matters partner, Travelocity Holdings will make tax elections for the
Partnership and cause the Partnership to prepare tax returns.

    The Partnership agreement provides that the Company must contribute to the
Partnership the tax benefit that the Company realizes from the utilization of
net operating loss carryforwards acquired from Preview Travel in the Merger. As
a result, the partners will share the benefit associated with Preview Travel's
losses in proportion to their ownership of the Partnership. In addition, the
partnership agreement provides that the Company must make contributions to the
Partnership if the Company receives tax benefits attributable to its share of
the Partnership's losses.

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. For the years ended December 31, 2000, 1999 and 1998 there were no
significant differences, consisting solely of unrealized gains on marketable
securities, between the Company's comprehensive loss and its net loss.

5. LOSS PER COMMON SHARE

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

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

    Outstanding employee stock options at December 31, 2000 to purchase
approximately 4.9 million shares of the Company's common stock and 30.0 million
shares of Class A Common Stock held by Sabre were excluded from the computation
of diluted earnings per share as their effect would have been antidilutive.

                                      F-15
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. MARKETABLE SECURITIES

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

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

    All investments are classified as current assets. The Company's investments
at December 31, 2000 include the following (in thousands):

<Table>
<S>                                                           <C>
Overnight money market investments..........................  $ 3,136
Corporate notes.............................................   39,543
Asset-backed securities.....................................   22,049
U.S. Government treasuries..................................    5,968
                                                              -------
    Total...................................................  $70,696
                                                              =======
</Table>

    The market value and contractual maturities of investments at December 31,
2000 are as follows (in thousands):

<Table>
<S>                                                           <C>
Due in one year or less.....................................  $23,604
Due after one year to three years...........................   44,071
Due after three years.......................................    3,021
                                                              -------
    Total...................................................  $70,696
                                                              =======
</Table>

    Marketable securities represent the investment by the Company of cash
available for current operations. The Company expects that the majority of
marketable securities will be sold within one year, regardless of maturity date.
The Company primarily invests in high credit quality debt instruments with an
active resale market and money market funds to ensure liquidity and the ability
to readily convert its investments into cash to fund current operations, or
satisfy other cash requirements as needed. Accordingly, the Company has
classified all marketable securities as current assets in the accompanying
balance sheets.

7. COMMITMENTS AND CONTINGENCIES

    At December 31, 2000, the Company was committed to certain capital leases
for office and computer equipment that were acquired effective with the Merger
on March 7, 2000. The leases expire over a period of one to three years. The
current and long-term portions of capital lease obligations are reported in the
balance sheet at December 31, 2000 in other accrued liabilities and other
liabilities, respectively. In July 2000, the Company entered into an operating
lease agreement with a third party

                                      F-16
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
for the lease of our headquarters facility. At December 31, 2000 our future
minimum lease payments required under our lease agreements were as follows (in
thousands):

<Table>
<Caption>
                                                             CAPITAL    OPERATING
YEAR ENDING DECEMBER 31,                                      LEASES     LEASES
------------------------                                     --------   ---------
<S>                                                          <C>        <C>
2001.......................................................    $664      $ 3,501
2002.......................................................     228        2,729
2003.......................................................       9        2,729
2004.......................................................      --        2,729
2005.......................................................      --          724
Thereafter.................................................      --           --
                                                               ----      -------
Total minimum lease payments...............................     901       12,412
Less amount representing interest..........................      55           --
Present value of net minimum lease payments under capital
  leases...................................................    $846      $    --
                                                               ====      =======
Current portion............................................    $618      $    --
                                                               ====      =======
Long-term capital lease obligations........................    $228      $    --
                                                               ====      =======
</Table>

    Assets under capital leases are included in property and equipment at
December 31, 2000 as follows (in thousands):

<Table>
<S>                                                           <C>
Furniture, fixtures and equipment...........................  $  59
Computer equipment..........................................    497
Other.......................................................    613
Less accumulated amortization...............................   (613)
                                                              -----
Net capital lease assets....................................  $ 556
                                                              =====
</Table>

    Rental expenses, excluding facilities rented from affiliates, were
approximately $2,580,000, $585,000 and $200,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.

    The Company is involved in certain disputes arising in the normal course of
business. Although the ultimate resolution of these matters cannot be reasonably
estimated at this time, management does not believe that they will have a
material adverse effect on the financial condition or results of operations of
the Company.

                                      F-17
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. INCOME TAXES

    The provision (benefit) for income taxes differed from amounts computed at
the statutory federal income tax rate as follows (in thousands):

<Table>
<Caption>
                                                      YEAR ENDED DECEMBER 31,
                                                   ------------------------------
                                                     2000       1999       1998
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>
Statutory income tax effect......................  $(16,416)  $(7,221)   $(7,448)
State income taxes, net of federal tax effect....      (603)     (671)      (692)
Losses for which no benefit has been
  recognized.....................................     7,097     7,886      8,135
Nondeductible goodwill amortization..............     9,922        --         --
Other............................................        --         6          5
                                                   --------   -------    -------
    Total provision for income taxes.............  $     --   $    --    $    --
                                                   ========   =======    =======
</Table>

    The components of the Company's deferred tax assets were as follows (in
thousands):

<Table>
<Caption>
                                                               YEAR ENDED
                                                              DECEMBER 31,
                                                           -------------------
                                                             2000       1999
                                                           --------   --------
<S>                                                        <C>        <C>
Accrued expenses.........................................  $    518   $   574
Employee benefits other than pension.....................       186        --
Net operating loss carryforwards.........................    47,787        --
Depreciation and amortization............................       142     1,293
Other....................................................       167        --
                                                           --------   -------
                                                             48,800     1,867
Less valuation allowance.................................   (48,800)   (1,867)
                                                           --------   -------
    Net deferred tax asset...............................  $     --   $    --
                                                           ========   =======
</Table>

    The Company's provision for income taxes and deferred tax assets include the
effects of its proportionate share of the results of operations of the
Partnership.

    As a result of the Merger, the Company acquired net operating losses
("NOL's") of approximately $105 million previously incurred by Preview Travel,
which will begin to expire in 2009. Such NOL's are subject to limitations under
Section 382 of the Internal Revenue Code, but such limitation is not expected to
have a significant impact on the Company's ability to utilize the NOL's. The
Company has additional NOL's totaling approximately $18 million relating to its
proportionate share of the losses of the Partnership during 2000.

    At December 31, 2000, a valuation allowance has been recorded to fully
reserve the Company's deferred tax assets, as the Company has been unable to
conclude that it is more likely than not that it will be able to utilize these
assets.

    The Company will separately file a federal income tax return (see Note 2).
Accordingly, only the Company can utilize the NOL's acquired from Preview
Travel. To the extent that the NOL's acquired from Preview Travel are utilized
to offset the Company's future taxable income, goodwill and non-current
intangible assets recorded in connection with the acquisition will be reduced.
If goodwill and

                                      F-18
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. INCOME TAXES (CONTINUED)
non-current intangible assets have been fully amortized or reduced to zero,
income tax expense will be reduced.

    The losses attributable to the Company's operations for the years ended
December 31, 1999 and 1998 have been included in the consolidated income tax
return of AMR. As the Company has computed its provision for income taxes as if
it was a separate taxpayer, no tax benefit for the losses incurred during 1999
and 1998 has been recognized in the accompanying financial statements.

    The Company has entered into a tax sharing agreement with Sabre and certain
Sabre affiliates which prohibits the Company from utilizing net operating losses
generated as an operating unit of Sabre during the periods prior to the Merger.
Accordingly, no deferred tax asset has been recorded related to these operating
losses. In addition, no future tax benefits will be contributed by Sabre to the
Company or to the Partnership.

9. CAPITAL STRUCTURE

    On August 28, 2000, the Company amended and restated its certificate of
incorporation to redesignate its Series A Preferred Stock, par value $.001 per
share, as Class A Common Stock, par value $.001 per share. The 33.0 million
shares of Series A Preferred Stock issued and outstanding at the time of the
redesignation were beneficially held by Travelocity Holdings as a result of the
Merger. No other changes to the terms of the Series A Preferred Stock were made.
The Class A Common Stock has powers, preferences, rights, qualifications,
limitations and restrictions identical to the Series A Preferred Stock, and
participates in dividends and any liquidation as if it has been converted into
3.0 million shares of the Company's common stock. Sabre and its affiliates hold
33.0 million shares of the Company's Class A Common Stock, which together with
30.0 million units of the Partnership held directly by Sabre and its affiliates,
are convertible into 33.0 million shares of the Company's common stock.

    If Sabre exercised its right to convert its partnership units into common
stock, the Company would have approximately 49.3 million common stock equivalent
shares outstanding, of which Sabre would own approximately 70% and other
non-Sabre stockholders would own approximately 30%.

    The total number of shares of all classes of capital stock which the Company
is authorized to issue is 250.0 million, divided into four classes: 7.0 million
shares, par value $.001 per share, designated Series A Preferred Stock; 135.0
million shares, par value $.001 per share, designated common stock; 33.0 million
shares, par value $.001 per share, designated Class A Common Stock; and 75.0
million shares, par value $.001 per share, designated Class B Common Stock.

    The following summarizes the terms of the Company's capital stock:

    SERIES A PREFERRED STOCK.  Each share of the Company's Series A Preferred
Stock is entitled to one non-cumulative vote per share and votes together as
single class with the holders of common stock, Class A Common Stock and Class B
Common Stock. Only transfers of the Series A Preferred Stock to Travelocity
Holdings' affiliates, or in connection with any merger, acquisition or other
business combination involving the Company and Travelocity Holdings or any
affiliate of Travelocity Holdings are permitted.

    COMMON STOCK.  Each share of common stock is entitled to one vote and votes
together as a single class with the holders of the shares of Series A Preferred
Stock, Class A Common Stock and

                                      F-19
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. CAPITAL STRUCTURE (CONTINUED)
Class B Common Stock on all matters on which a vote of stockholders is to be
taken, except as otherwise required by law or certain predetermined events (see
Class B Common Stock below).

    CLASS A COMMON STOCK.  Each share of Class A Common Stock is entitled to one
vote and votes together as a single class with the holders of Series A Preferred
Stock, common stock and Class B Common Stock on all matters on which a vote of
stockholders is to be taken, except as otherwise required by law or
predetermined events (see Class B Common Stock). All outstanding shares of Class
A Common Stock in the aggregate as a series shall be convertible, at any time,
at the option of the holders of a majority of the shares of Class A Common
Stock, into 3.0 million shares of common stock. The shares of Class A Common
Stock are not transferable to any holder other than to an affiliate of
Travelocity Holdings; provided that transfers of shares of Class A Common Stock
to the Company or in connection with any merger, acquisition or other business
combination involving the Company and Travelocity Holdings or any affiliate of
Travelocity Holdings shall be permitted.

    CLASS B COMMON STOCK.  Each share of Class B Common Stock has powers,
preferences, rights, qualifications, limitations, and restrictions identical to
the common stock, except with respect to voting rights and removal of directors.
Each share of Class B Common Stock is entitled to one vote and votes together as
a single class with the holders of Series A Preferred Stock, common stock and
Class A Common Stock on all matters on which a vote of stockholders is to be
taken, except as otherwise required by law or under certain predetermined events
as follows: holders of Class B Common Stock are entitled to vote separately as a
class to elect such number of directors as needed to constitute 80% of the
Company's board of directors. After the Class B Common Stock is issued, the
Company's board of directors will be fixed at fifteen and divided into three
classes, with the Class B Common Stock electing four of the five directors in
each class. The remaining directors will be elected by holders of Series A
Preferred Stock, common stock and Class B Common Stock voting together as a
single class.

    The Company may issue Class B Common Stock only to Travelocity Holdings or
any affiliate of Travelocity Holdings and only in connection with a tax-free
distribution of Sabre's ownership in the Partnership to Sabre's stockholders in
a transaction known as a "spin-off." The Class B Common Stock will automatically
convert into common stock on the fifth anniversary of the date on which shares
of Class B Common Stock are first transferred to the holders of Sabre's Class A
or Class B Common Stock in the event of a spin-off. The automatic conversion to
common stock may not occur on the fifth anniversary if, prior to the fifth
anniversary, the Company receives an opinion from Sabre that the elimination of
the Class B Common Stock will cause the spin-off to become taxable. In this
case, the conversion will not occur until the Company is informed that a
stockholder vote or the conversion will not cause the spin-off to become a
taxable event and the conversion is approved by the holders of common stock and
Class B Common Stock voting together as a single class, with each share of Class
B Common Stock and each share of common stock having one vote.

10. SIGNIFICANT TRANSACTIONS AND RELATIONSHIPS

    On January 29, 2000, the Company entered into an affiliation agreement with
HRN whereby the Company agreed to market HRN's services via the Internet. In
connection with the agreement, the Company received warrants from HRN to
purchase shares of HRN common stock, which were recorded at their estimated fair
value of approximately $2.5 million. The Company also received additional
warrants from HRN which are contingent upon the performance of the Company over
a three-year period. The Company will recognize revenue for these warrants if
and when earned.

                                      F-20
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. SIGNIFICANT TRANSACTIONS AND RELATIONSHIPS (CONTINUED)
    On October 2, 1999, the Company 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 Travelocity's Web sites will be the exclusive reservations
engine for AOL's Internet properties and that required 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. Under certain circumstances,
the Company may elect to alter the terms of the AOL Agreement and would no
longer be required to make guaranteed payments to AOL. If the Company chooses to
alter the AOL agreement, it will no longer share advertising revenues with AOL.

    The Company made a payment of $40.0 million to AOL during 2000. The Company
is amortizing the payments due under the AOL agreement as a selling and
marketing expense in accordance with the terms of the contract. Payments are
recorded as prepaid assets, which are reduced by amortization. Amortization
expense of approximately $24.0 million was recorded during 2000 by the Company
relating to this payment. Approximately $16.0 million is recorded as a prepaid
asset at December 31, 2000. Commissions are due to AOL as travel reservations
are made by AOL users through the Company's co-branded AOL Web site. Such
commissions are recorded as a selling and marketing expense when the Company
recognizes the related revenues. Amounts received from AOL under the advertising
revenue sharing arrangement are recognized in the month earned.

    The Company has also entered into agreements with Yahoo! Inc. ("Yahoo!")
Excite, Inc. ("Excite"), and @ Home Corporation ("@Home") establishing
Travelocity's Web sites as the provider of air, car and hotel booking
capabilities on the Yahoo! Web site and as the primary travel reservations
provider for Excite and @Home. Under these agreements, as amended, Yahoo! and
@Home are obligated to promote Travelocity's Web sites to deliver minimum
numbers of annual page views, or impressions, featuring the Company's travel
services on their respective Web sites. During the terms of these agreements, as
amended, the Company is obligated to make certain minimum payments as well as
pay Yahoo! and @Home a percentage of commission revenue earned in excess of
certain thresholds.

    In connection with these agreements, the Company is committed to make
aggregate future minimum payments as follows (in thousands):

<Table>
<Caption>
                                                               YEAR ENDING
                                                              DECEMBER 31,
                                                              -------------
<S>                                                           <C>
2001........................................................     $ 51,000
2002........................................................       51,000
2003........................................................       40,000
2004........................................................       40,000
                                                                 --------
                                                                 $182,000
                                                                 ========
</Table>

    In December 1997, the Company entered into an agreement with Netscape
Communications Corporation ("Netscape") to license the use of the Netscape
trademark in specified circumstances for $4 million. The license fee was
classified as an intangible asset and was being amortized over its estimated
useful life of 3 years. Amortization expense for the year ended December 31,
2000 was approximately $333,333 and $1,333,000 for both 1999 and 1998. Netscape
was acquired by AOL during

                                      F-21
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. SIGNIFICANT TRANSACTIONS AND RELATIONSHIPS (CONTINUED)
2000. In connection with the AOL Agreement, the Company was remunerated for the
remaining unamortized balance as of April 1, 2000 for this license.

    In January 1997, the Company entered into an agreement to obtain exclusive
rights to the trademark "Travelocity" as well as other associated rights and
interests from Worldview Systems Corporation for $5 million. The trademark is
classified as an intangible asset and is being amortized on a straight-line
basis over a period of seven years. Amortization expense of approximately
$714,000 was recorded in each of the years ended December 31, 2000, 1999 and
1998.

11. CERTAIN RELATED PARTY TRANSACTIONS

    IN CONNECTION WITH THE MERGER

    In connection with the Merger, the Company, the Partnership, Sabre and
certain of Sabre's affiliates have entered into various agreements governing the
operations of the Partnership, the management of the day-to-day affairs of the
Partnership by employees of Travelocity Holdings, the contributions of the
assets and liabilities of the Travelocity Division and Preview Travel to the
Partnership and other agreements related to the separation of the Travelocity
Division from Sabre. These agreements are described below.

    NONCOMPETITION AGREEMENT.  Sabre, the Company and the Partnership entered
into a noncompetition agreement which generally prohibits Sabre, subject to
certain exceptions, from competing with the Company in the consumer-direct
real-time travel reservations, service and content business through the Internet
until March 7, 2002. In addition, Sabre is prohibited from owning 20% or more of
the stock of any company over which Sabre has effective control if such company
competes with the Company in the consumer-direct real-time travel reservations,
services and content business through the Internet unless Sabre uses reasonable
efforts to divest itself of the competing portion of the business within one
year. Despite the noncompetition agreement, Sabre may continue to offer travel
related reservations, services and content through and to travel agencies,
corporations and travel suppliers through which such entities enable consumers
to book reservations through the Internet, and may continue to offer Sabre's
"Virtually There Online" product directly to consumers over the Internet as long
as such product does not enable air, car, hotel, tour and cruise bookings other
than through the Company.

    MANAGEMENT SERVICES AGREEMENT.  Travelocity Holdings and the Partnership
have entered into a management services agreement under which Travelocity
Holdings will supervise and manage the day-to-day operations of the Partnership,
subject to the direction and oversight of the Partnership's board of directors.
As the Partnership's agent, Travelocity Holdings will act for the Partnership
with respect to the management of the Partnership's operations, personnel,
maintenance of accounting records, and execution and performance of contracts
and licenses, among other responsibilities. Travelocity Holdings does not have
the authority to act for the Partnership with respect to any agreement or
transaction between the Partnership and Travelocity Holdings or any of its
affiliates. In addition, Travelocity Holdings does not have the authority to
approve, on the Partnership's behalf, any decisions that would require a
supermajority vote under certain provisions of the partnership agreement.

    Travelocity Holdings designates the executive officers of the Partnership,
subject to the approval of the Partnership's board of directors. Travelocity
Holdings employs and pays the senior executive officers

                                      F-22
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. CERTAIN RELATED PARTY TRANSACTIONS (CONTINUED)
of the Partnership and all other persons providing services under the management
services agreement (approximately ten other persons).

    In return for its services, the Partnership pays Travelocity Holdings a fee
equal to 105% of Travelocity Holdings' costs and expenses in performing services
under the management services agreement (including executive salaries). The
Partnership has granted to Travelocity Holdings options to acquire the Company's
common stock to enable Travelocity Holdings to concurrently grant to its
employees options to acquire the Company's common stock on the same terms. When
these options are exercised, the Partnership will transfer shares of the
Company's common stock to Travelocity Holdings, which will then transfer such
shares to its employees. This will dilute Sabre's interest in the Partnership
and the Company's public stockholders' interest in the Partnership.

    The parties have agreed to indemnify each other for losses resulting from
their breach of the management services agreement. Travelocity Holdings will
indemnify the Partnership for losses resulting from its gross negligence or
willful misconduct.

    The management services agreement will terminate:

    - at any time, by the mutual consent of the parties;

    - if one party breaches the agreement and the other party elects to
      terminate; or

    - if Sabre directly or indirectly owns less than 35% of the Partnership and
      Travelocity Holdings or the Partnership elects to terminate the agreement.

    INTERCOMPANY AGREEMENTS.  Effective as of the merger between the Company and
Preview Travel, the Partnership entered into various agreements with Sabre. The
most significant of these agreements are described below. In addition to the
terms summarized below, the agreements include provisions for early termination,
confidentiality, indemnification, limitation of liability and other terms and
conditions.

    ACCESS AGREEMENT.  The Partnership and Sabre entered into an access
agreement for the provision of booking services and travel content to the
Partnership. The agreement generally restricts the Partnership's use of
specified booking services that compete with Sabre's services. The agreement
requires the Partnership to use the Sabre system, in any particular year, for a
number of bookings that is at least equal to a specified percentage of its total
bookings during the prior year. If the Partnership fails to meet this minimum
booking threshold, then it will have to pay Sabre liquidated damages. In
addition, the Partnership must use its reasonable efforts to maintain a system
on the Partnership's Web site that enables referrals of bookings for ticketing
by Sabre agencies.

    Sabre pays fees to the Partnership based on:

    - the gross number of travel segments that are booked through the
      Partnership in the Sabre system, and

    - the gross number of passenger name records in the Sabre system which
      originate through the Partnership and are referred to a Sabre travel
      agency for ticketing.

    Sabre also pays fees to the Partnership for additional marketing obligations
undertaken by the Partnership. The Partnership pays fees to Sabre based on the
Partnership's use of messages and terminal addresses in the Sabre system. The
pricing structure will be open for negotiation every four

                                      F-23
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. CERTAIN RELATED PARTY TRANSACTIONS (CONTINUED)
years, within parameters appropriate for Sabre customers of similar size,
configuration and business activity to the Partnership and other relevant market
comparisons.

    The term of the agreement is 15 years, although the Partnership may
terminate the agreement earlier if Sabre fails to remain as one of the four
largest global distribution systems in the North American market, as determined
by the number of air travel bookings in North America.

    TECHNOLOGY SERVICES AGREEMENT.  The Partnership and Sabre entered into a
technology services agreement for the provision of certain base services,
including desktop, voice and data management services, Web hosting services, and
development services. The agreement also covers non-exclusive variable services
which Sabre may provide at the Partnership's request. Sabre's fees for
technology services will be determined annually, based on current market rates.
Under the agreement, Sabre has the exclusive right to provide the base services
and specified variable services to the Partnership.

    - DATA AND VOICE MANAGEMENT. For a period of three years, Sabre will provide
      standard data and voice management services to the Partnership, including
      management of a domestic data network, custom data network, remote
      connectivity, inbound/outbound voice, voicemail and 800 services, among
      others. Data and voice management services generally are priced as a pass-
      through of charges assessed by third party network providers, together
      with a management fee payable to Sabre. Effective in 2001, the Partnership
      and Sabre amended this agreement to terminate the provision of voice
      management services by Sabre.

    - WEB HOSTING. The Web hosting services provided by Sabre are divided into
      standard and optional services. The standard Web hosting services include
      Web Internet access, data center and systems monitoring and back-up
      services. The optional Web hosting services include premium capacity
      planning, hardware and software, asset management, database problems
      resolution, technical consulting and change management. Sabre provided
      these services for an initial term of six months, after which the
      Partnership renewed the term for an additional six month period. The
      parties are currently negotiating the extension of the term of this
      agreement. If the Partnership elects to use a third party for this
      service, the Partnership will have to relocate its hardware and
      infrastructure from Sabre's Tulsa facility. Web hosting services are
      priced based on several factors including data center floor space
      utilization, number of servers operated and monitored, number of network
      devices, service functions and other variable service charges.

    - DEVELOPMENT. The Partnership purchases systems development resources
      relating to the Sabre-Registered Trademark- system from Sabre. Sabre
      provides to the Partnership related development services based on rolling
      annual development requirements and project plans. In addition, each party
      must allow the other party to bid for specified development projects of
      the other party which are subject to bids, requests for proposals or other
      competitive offer processes. The parties establish guidelines designed to
      protect and, in some cases, license and sublicense the intellectual
      property developed through the development services provided by Sabre or
      by the Partnership or through the joint development of a project by Sabre
      and the Partnership. The development services provisions last for a period
      of 15 years.

    INTELLECTUAL PROPERTY AGREEMENT.  Sabre and the Partnership have entered
into an intellectual property agreement. Under the agreement, the rights granted
and restrictions imposed on both parties with respect to the pool of
intellectual property subject to the agreement will continue in perpetuity. Each
party agrees, for a period of 15 years, to contribute any new intellectual
property that has

                                      F-24
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. CERTAIN RELATED PARTY TRANSACTIONS (CONTINUED)
application in the other party's business, whether developed internally or
acquired from a third party, to the pool of intellectual property that will be
freely and irrevocably available for use by the other in its own business.

    The obligation of both parties to contribute newly acquired or developed
intellectual property to the pool:

    - will automatically terminate in the event that Sabre no longer possesses
      at least 20% of the Partnership units or otherwise no longer has control
      of the Partnership;

    - may be terminated by the Partnership if, after the expiration of the
      two-year non-competition agreement described below, Sabre enters into a
      business that would have been subject to the non-competition restriction;
      and

    - may be terminated by Sabre if the Company enters into the business of
      distributing travel inventory directly to travel agents or corporations or
      travel technology to any travel industry suppliers.

    The agreement imposes no restrictions on a party's ability to license its
own intellectual property, except that certain intellectual property paid for by
the other party at specified rates may not be licensed to its competitors. Each
party also may grant sublicenses under the other party's intellectual property,
but only to third parties who are not competitors of such party. Except under
specific circumstances, neither party will be subject to any licensing fee or
royalty payment in connection with its use or permitted sublicensing of the
other party's intellectual property contributed to the pool.

    ADMINISTRATIVE SERVICES AGREEMENT.  Sabre provides administrative services
to the Partnership for a term of 15 years with automatic renewals for one year
periods. The administrative services agreement categorizes the services as
optional administrative services, such as human resources administration, legal,
medical, finance, accounting, facilities, corporate travel and executive
support, and required services, such as tax administration and human resources
compliance service. Generally, any optional administrative service may be
terminated by either party on six months' notice, effective as of June 1 or
December 1 of the applicable calendar year. Most of the optional services are
provided at Sabre's cost plus a 10% margin and the required services are
provided at Sabre's sole cost. The Partnership may request additional optional
services at least 90 days prior to the start of Sabre's fiscal year. Sabre may
reclassify certain mandatory services as optional services upon notice to the
Partnership.

    PRIOR TO THE MERGER

    MARKETING COOPERATION AGREEMENT.  The Company and American were parties to
the Marketing Cooperation Agreement dated July 1, 1996, pursuant to which
American provides marketing support for five years for Travelocity's Web sites.
The agreement may be terminated by either party prior to June 30, 2001 only if
the other party fails to perform its obligations thereunder. For the promotion
of Travelocity's Web sites, American is paid a marketing fee based upon booking
volume. Travelocity paid to American approximately $100,000 in 2000, 1999 and
1998 under the terms of the agreement.

    NON-COMPETITION AGREEMENT.  The Company, as an affiliate of Sabre, AMR and
American are parties to a Non-Competition Agreement dated July 1, 1996 and
expiring December 31, 2001, pursuant to which AMR and American, on behalf of
themselves and certain of their subsidiaries, have agreed to

                                      F-25
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. CERTAIN RELATED PARTY TRANSACTIONS (CONTINUED)
limit their competition with Sabre's business, including consumer-direct
internet travel distribution in certain circumstances.

    TRAVEL AGREEMENTS.  The Company, as an affiliate of Sabre, and American are
parties to a Travel Privileges Agreement dated July 1, 1996, pursuant to which
the Company is entitled to purchase personal travel for certain employees and
retirees at reduced fares. At the time of the Merger (see Note 3), all existing
employees and retirees of the Travelocity Division were allowed to maintain
their existing travel privileges. The cost for employee travel is charged to the
Company based upon these employees' travel activities and the cost for retirees'
travel is allocated to the Company based on the Company's headcount relative to
Sabre's headcount.

    The Company, as an affiliate of Sabre, and American agreed to certain
amendments to the Travel Privileges Agreement in connection with the
distribution by AMR of its ownership interest in Sabre to AMR shareholders on
March 15, 2000 (the "Spin-off"). These amendments allow American to provide
certain employees with additional limited travel privileges and require the
Company to indemnify American for costs related to the Company's continued use
of the travel privileges.

    The Company, as an affiliate of Sabre, and American are also parties to a
Corporate Travel Agreement dated July 1, 1996, as amended, pursuant to which the
Company received discounts for certain flights purchased on American. In
exchange, Sabre, including the Company, must have flown a certain percentage of
its travel on American as compared to all other air carriers combined.

    INDEMNIFICATION AGREEMENT.  In connection with the incorporation of Sabre,
the Company, as a former operating unit of Sabre, and American are parties to an
intercompany agreement (the "Indemnification Agreement") pursuant to which each
party indemnified the other for certain obligations. Pursuant to the
Indemnification Agreement, Sabre indemnified American for liabilities assumed
against third party claims asserted against American as a result of American's
prior ownership of assets or operation of businesses contributed to Sabre and
for losses arising from or in connection with Sabre's lease of property from
American. In exchange, American indemnified Sabre for specified liabilities
retained by it against third party claims against Sabre relating to American's
businesses and asserted against Sabre as a result of the prior ownership or
possession by American of any asset contributed to Sabre and for losses arising
from or in connection with American's lease of property from Sabre. In
connection with the Spin-off, this agreement terminates as of July 1, 2003.

    In March 2001, Sabre announced a proposed sale of certain of its airline
infrastructure outsourcing business to Electronic Data Systems Corp. ("EDS"). As
a result of such proposed sale, several of the agreements described above may be
modified or assigned to EDS.

    CONTRIBUTIONS FROM AFFILIATES

    During 1998, Sabre made a capital contribution of approximately $5.1 million
to the Travelocity Division. Proceeds from the contribution were used to reduce
payables to affiliates. Effective with the Merger in 2000, 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.

                                      F-26
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. CERTAIN RELATED PARTY TRANSACTIONS (CONTINUED)
    REVENUES FROM AFFILIATES

    Revenues from Sabre, American and other subsidiaries of AMR were
approximately $49,546,000, $4,283,000, and $2,239,000 in 2000, 1999 and 1998,
respectively. The increase in revenues during 2000 is attributable to the Access
Agreement entered into by the Partnership and Sabre in connection with the
merger.

    COST OF REVENUES AND OPERATING EXPENSES

    Expenses have been charged to the Company by Sabre, Travelocity Holdings,
and for periods prior to the Spin-off, American and other subsidiaries of AMR to
cover certain data processing, communication, labor, ticket fulfillment,
employee benefits, facilities rental, marketing services, management services,
legal fees and certain other administrative costs based on employee headcount or
actual usage of facilities and services. Generally, amounts charged by Sabre
approximate the cost to Sabre for providing such services. However, some of the
administrative services provided by Sabre and Travelocity Holdings are provided
at cost plus a marginal markup depending on the services. The Company believes
amounts charged by American for expenses approximate the cost of such services
provided by third parties. Travel service costs for travel by the Company's
employees for personal and business travel are charged to the Company based on
rates negotiated with American. The rates negotiated with American for 2000,
1999 and 1998 under the Corporate Travel Agreement approximate corporate travel
rates offered by American to similar companies.

    Expenses charged by affiliates are as follows (in thousands):

<Table>
<Caption>
                                                      YEAR ENDED DECEMBER 31,
                                                   ------------------------------
                                                     2000       1999       1998
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>
Data processing, communication and labor costs...  $21,439    $33,891    $15,225
Ticket fulfillment costs.........................       --      1,116      8,718
Management services..............................    7,147      3,065      2,744
Employee benefits................................      643        578        407
Travel services..................................      209        486        327
Facilities rental................................      205        372        287
Marketing cooperation............................       25        100        100
Other administrative costs.......................       --          2          4
                                                   -------    -------    -------
    Total expenses...............................  $29,668    $39,610    $27,812
                                                   =======    =======    =======
</Table>

    During 1999, the Company received a $1.7 million payment from an AMR
affiliate in connection with the termination of the use of a customer service
center operated by the AMR affiliate, which has been credited to cost of
revenues.

    PAYABLE TO AFFILIATES

    Amounts either due to or from Sabre or due to American and other
subsidiaries of AMR for periods prior to the spin-off are due within 30 days of
month end and are therefore considered to be current liabilities. Prior to the
Merger, amounts due to Sabre were classified as non-current liabilities since
historically Sabre had funded the Company's losses. Interest expense was not
recorded on

                                      F-27
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. CERTAIN RELATED PARTY TRANSACTIONS (CONTINUED)
amounts due to Sabre. A summary of balances outstanding and the weighted average
balances outstanding for the periods indicated are as follows (in thousands):

<Table>
<Caption>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    2000       1999       1998
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Balance at beginning of period..................  $ 68,884   $55,594    $38,976
Advances from affiliates........................     6,818    13,290     21,722
Payable to affiliates...........................       191        --         --
Contributions by affiliates to division
  equity........................................   (75,702)       --     (5,104)
                                                  --------   -------    -------
Balance at end of period........................  $    191   $68,884    $55,594
                                                  ========   =======    =======
Weighted average balance of advances
  Outstanding...................................  $ 11,305   $64,482    $44,683
                                                  ========   =======    =======
</Table>

12. EMPLOYEE BENEFIT PLANS

    Prior to April 1, 2000, substantially all of the employees of the
Travelocity Divsion participated in The Sabre Group Retirement Plan (the
"SGRP"), a defined contribution plan qualified under Section 401(k) of the
Internal Revenue Code of 1986, and The Sabre Group Legacy Pension Plan, a
tax-qualified defined benefit plan.

    Effective April 1, 2000, the Company established the Travelocity.com LP
401(k) (the "401(k) Plan"), a defined contribution plan qualified under Section
401(k) of the Internal Revenue Code of 1986. Substantially all of the employees
of the Travelocity Division enrolled in the SGRP were switched over to the
401(k) Plan effective April 1, 2000. The Company matches a defined portion of
employee contributions to the plan and has recorded $545,000 of expense in 2000
related to the 401(k) Plan.

    Costs for participation in these plans have been allocated to the Company
based on the number of employees participating in the plans and are included in
employee benefits in the table included in Note 11. Costs allocated totaled
approximately $120,000, $280,000 and $191,000 in 2000, 1999 and 1998,
respectively.

    As a result of the Merger, effective October 2000, the Company began to
manage its own health care and life insurance benefits provided to its
employees.

    Some employees of the Company who were previously employed by Sabre may have
become eligible for certain health care and life insurance benefits provided by
American to retired employees. The amount of health care benefits were limited
to lifetime maximums as outlined in the plan. Certain employee groups make
contributions towards funding a portion of their retiree health care benefits
during their working lives and the Company matches the employee prefunding.
Benefits provided to retired employees are funded as incurred. The Company
recorded expenses related to health care benefits of approximately $385,000,
$247,000 and $170,000 in 2000, 1999 and 1998, respectively, which were allocated
to the Company based on the number of Company employees participating in the
plans and are included in employee benefits in the table in Note 11.

13. STOCK AWARDS AND OPTIONS

    TRAVELOCITY STOCK OPTION PLANS.  The Company has established the
Travelocity.com LP 1999 Long-Term Incentive Plan and the Travelocity Holdings,
Inc. 1999 Long-Term Incentive Plan. Each plan is

                                      F-28
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STOCK AWARDS AND OPTIONS (CONTINUED)
designed to attract, retain, and motivate highly talented employees critical to
the long-term growth and success of the Company. The Company has authorized 7.0
million shares of its common stock, plus an additional 4% of the total
outstanding shares as of January 1 of each of 2001, 2002 and 2003, for issuance
under both plans. Each plan provides for awards of options to purchase, or stock
appreciation rights ("SARS") with respect to, shares of the Company's common
stock to the Partnership and Travelocity Holdings employees, directors and
consultants, with approval rights by the board of directors to other specified
grants that may be awarded. Each plan allows for grants of options or SARS to
purchase an aggregate of 4.5 million shares of the Company's common stock.
However, the total awards issued under the two plans combined may not exceed 7.0
million shares of the Company's common stock. Each of the plans are effective
until October 2009. At December 31, 2000 approximately 1.6 million shares
remained available for future grants.

    Stock options to purchase the Company's common stock were granted to
employees of the Partnership and Travelocity Holdings during 2000 and 1999 under
these plans. The options vest 25% on the first anniversary of the date of grant
and monthly thereafter until fully vested on the fourth anniversary date of the
grant. The options granted are not exercisable more than ten years after the
date of grant and have an exercise price equal to the estimated fair market
value of the Company's stock on the date of grant.

    During 2000, options granted to employees of the Partnership and employees
of Travelocity Holdings were 1,560,253 and 1,057,050, respectively. During 1999,
options granted to employees of the Company and employees of Travelocity
Holdings were 286,000 and 456,400, respectively. Employees of Sabre who become
employees of the Company or Travelocity Holdings may convert their Sabre stock
options into stock options of the Company.

    The weighted-average grant date fair values of stock options granted during
2000 and 1999 were $20.56 and $17.95, respectively. The grant date fair values
were estimated at the date of grant using the Black-Scholes option-pricing
model. For employees of Travelocity Holdings, the number of stock options
outstanding at December 31, 2000 and 1999 were 2,206,460 and 456,400,
respectively, and the number of stock options exercisable were 618,273 and 0,
respectively.

    SABRE STOCK OPTIONS CONVERTED TO TRAVELOCITY STOCK OPTIONS.  Employees of
the Company and other 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 the Company's stock. Approximately
256,000 unvested options were converted into 253,000 options to acquire the
Company's common stock, based upon a the ratio of a price of the Sabre Class A
Common Stock of $42.43 per share and a price of the Company's 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.

    PREVIEW TRAVEL STOCK OPTIONS CONVERTED TO TRAVELOCITY STOCK
OPTIONS.  Approximately 1.7 million vested and 1.1 million unvested options to
purchase shares of 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. All unvested options held by directors and 50% of all
unvested options held by officers and employees of Preview Travel vested as a
result of the Merger. On March 7, 2000, approximately 809,000 unvested

                                      F-29
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STOCK AWARDS AND OPTIONS (CONTINUED)
options held by former officers of Preview Travel were scheduled to vest
one-twelfth during each successive month during the twelve-month period
following the Merger, subject to specified exceptions. The remaining unvested
options held by each non-officer employee vest according to the terms of the
initial grant of the options.

    Activity for the Company's stock options is as follows:

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                       ---------------------------------------------
                                                                2000                    1999
                                                       ----------------------   --------------------
                                                                    WEIGHTED-              WEIGHTED-
                                                                     AVERAGE                AVERAGE
                                                                    EXERCISE               EXERCISE
                                                        OPTIONS       PRICE     OPTIONS      PRICE
                                                       ----------   ---------   --------   ---------
<S>                                                    <C>          <C>         <C>        <C>
Outstanding at January 1.............................     742,400    $23.00          --     $   --
Granted..............................................   2,619,597     28.72     742,400      23.00
Conversion of Sabre and Preview Travel options
  effective with the Merger..........................   3,015,230     20.29          --         --
Exercised............................................    (452,780)     9.22          --         --
Canceled.............................................  (1,023,331)    26.57          --         --
                                                       ----------    ------     -------     ------
Outstanding at December 31...........................   4,901,116    $24.83     742,400     $23.00
                                                       ==========    ======     =======     ======
Exercisable options outstanding at December 31.......   1,784,226    $21.14          --     $   --
                                                       ==========    ======     =======     ======
</Table>

    The following table summarizes information about the Company's stock options
outstanding at December 31, 2000:

<Table>
<Caption>
                                       OPTIONS OUTSTANDING                       OPTIONS EXERCISABLE
                                   ----------------------------                ------------------------
                                                   WEIGHTED-      WEIGHTED-                  WEIGHTED-
                                    NUMBER OF       AVERAGE        AVERAGE      NUMBER OF     AVERAGE
                                     OPTIONS     REMAINING LIFE    EXERCISE      OPTIONS      EXERCISE
RANGE OF EXERCISE PRICES           OUTSTANDING      (YEARS)         PRICE      EXERCISABLE     PRICE
------------------------           -----------   --------------   ----------   -----------   ----------
<S>                                <C>           <C>              <C>          <C>           <C>
$ 2.20-$14.91....................     563,615         8.24          $11.68        163,026      $ 8.89
$15.00-$22.94....................   1,547,520         8.89           18.14        699,468       19.18
$23.00-$29.50....................   1,746,220         8.65           23.37        833,841       23.30
$30.00-$61.36....................   1,043,761         9.00           44.30         87,891       38.92
                                    ---------         ----          ------      ---------      ------
    Total........................   4,901,116         8.76          $24.83      1,784,226      $21.14
                                    =========         ====          ======      =========      ======
</Table>

    SARS may be granted in conjunction with all or part of any stock option
granted. All appreciation rights will terminate upon termination or exercise of
the related option and will be exercisable only during the time that the related
option is exercisable. If a SAR is exercised, the related stock option will be
deemed to have been exercised. To date, no SARS have been granted by the
Company.

    STOCK COMPENSATION EXPENSE.  At July 1, the Company prospectively adopted
FIN 44 which required significant changes to previous practice regarding the
accounting for certain stock compensation arrangements. FIN 44 does not change
APB 25's intrinsic value method, under which compensation expense is generally
not recognized for grants of stock options to employees with an

                                      F-30
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STOCK AWARDS AND OPTIONS (CONTINUED)
exercise price equal to the market price of the stock at the date of grant, but
it has narrowed its application.

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

    The adoption of FIN 44 required that the Company recognize expense at fair
value for grants of equity awards to employees of Travelocity Holdings
performing services for the Partnership under a management services agreement.
At December 31, 2000, unrecognized stock compensation expense relating to these
options totaled approximately $9.0 million. The effect of adopting FIN 44 for
the year ended December 31, 2000 was an additional $2.7 million in stock
compensation expense.

    Additionally, certain stock compensation is recognized by the Company, based
on the intrinsic value of the awards, for options held by employees of the
Partnership relating to options which were converted at the date of the Merger
from existing unvested Sabre options into options to purchase shares of the
Company's common stock, and for options held by former officers of Preview
Travel which vest over the twelve month period following the Merger. The amount
of unrecognized stock compensation expense related to these options is not
material.

    OTHER STOCK AWARDS AND OPTION PLANS.  Effective April 2000, the Company
established the Travelocity.com LP Employee Stock Purchase Plan ("ESPP"). The
ESPP allows eligible employees to purchase the Company's common stock at a
discount from the market price of such stock. Participating employees may
purchase stock on a semiannual basis at 85% of the lower of the market price of
the stock at the beginning or the end of a six-month period. In addition, the
ESPP allows participating employees to purchase stock up to an aggregate maximum
purchase price of 15% of the employee's annual compensation, subject to certain
limitations. The Company has reserved 250,000 shares of common stock for
issuance under the ESPP. Approximately 17,768 shares were issued under the ESPP
during 2000 and approximately 232,232 shares remain available for future
purchases at December 31, 2000.

    The Company allows eligible employees of Travelocity Holdings to purchase
the Company's common stock at a discount from the market price of such stock for
those employees participating in the Travelocity Holdings, Inc. Employee Stock
Purchase Plan. The provisions of the plan are similar to the provisions of the
Travelocity.com ESPP plan. As a result of this plan, the Company is required to
recognize compensation expense based on the difference between employee
contributions and the market value of the stock at each reporting date. The
amount of compensation expense related to this plan is not material.

    SABRE STOCK AWARDS AND OPTION PLANS.  In 1996, Sabre established the 1996
Long-Term Incentive Plan (the "1996 Plan") in which the employees of the Company
participated prior to the merger. Under the 1996 Plan, officers and other key
employees of the Company may be granted restricted

                                      F-31
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STOCK AWARDS AND OPTIONS (CONTINUED)
stock, deferred stock, stock options, stock appreciation rights, stock purchase
rights, other stock based awards and/or performance related awards for Sabre
stock.

    The total charge for stock compensation expense related to grants of Sabre
stock made to employees of the Company included in wages, salaries and benefits
expense was approximately $255,000, $656,000 and $316,000 for 2000, 1999 and
1998, respectively.

    Sabre Class A Common Stock performance shares ("Sabre Performance Shares")
were awarded at no cost to officers and key employees of the Company based on
performance metrics of the Company and Sabre as defined in the 1996 Plan. The
Sabre Performance Shares vest over a three-year performance period and are
settled in cash. Sabre Performance Share activity for the Company's employees
was as follows:

<Table>
<Caption>
                                                            YEAR ENDED DECEMBER 31,
                                                         ------------------------------
                                                           2000       1999       1998
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Outstanding at January 1...............................   3,480      3,730      2,890
Granted................................................      --      1,290      1,990
Transfers..............................................      --         --        430
Awards settled in cash.................................    (793)      (930)      (640)
Canceled...............................................     (51)      (610)      (940)
                                                          -----      -----      -----
Outstanding at December 31.............................   2,636      3,480      3,730
                                                          =====      =====      =====
</Table>

    The weighted-average grant date fair values of Sabre Performance Shares
granted during 1999 and 1998 were $40.56 and $35.75, respectively. The grant
date fair values are based on the price of Sabre's common stock on the date of
grant.

    Options to purchase Sabre Class A Common Stock ("Sabre Options") granted to
employees of the Company have been granted at the market value of Sabre Class A
Common Stock on the date of grant, and except as otherwise determined by a
committee appointed by the board of directors, generally vest

                                      F-32
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STOCK AWARDS AND OPTIONS (CONTINUED)
over five years and are not exercisable more than ten years after the date of
grant. Activity for Sabre Options are as follows:

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                         ------------------------------------------------------------------
                                                 2000                   1999                   1998
                                         --------------------   --------------------   --------------------
                                                    WEIGHTED-              WEIGHTED-              WEIGHTED-
                                                     AVERAGE                AVERAGE                AVERAGE
                                                    EXERCISE               EXERCISE               EXERCISE
                                         OPTIONS      PRICE     OPTIONS      PRICE     OPTIONS      PRICE
                                         --------   ---------   --------   ---------   --------   ---------
<S>                                      <C>        <C>         <C>        <C>         <C>        <C>
Outstanding at January 1...............   32,700     $37.33      21,490     $29.44      20,650     $25.13
Granted................................       --         --      17,450      43.72      10,650      35.75
Transfers..............................      639      39.23       2,340      35.75       1,100      35.75
Exercised..............................   (3,385)     21.80      (5,790)     26.80      (5,120)     23.04
Canceled...............................  (24,615)     42.10      (2,790)     34.29      (5,790)     32.58
                                         -------     ------      ------     ------      ------     ------
Outstanding at December 31.............    5,339     $39.23      32,700     $37.33      21,490     $29.44
                                         =======     ======      ======     ======      ======     ======
Exercisable options outstanding at
  December 31..........................    1,362     $38.48       3,240     $25.64       4,020     $24.91
                                         =======     ======      ======     ======      ======     ======
</Table>

    The weighted-average grant date fair values of stock options granted during
1999 and 1998 were $17.64 and $12.86, respectively. The grant date fair values
were estimated at the date of grant using the Black-Scholes option-pricing
model.

    The following table summarizes information about the Sabre Options granted
to employees of the Company outstanding at December 31, 2000:

<Table>
<Caption>
                                      OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
                                  ----------------------------                    ------------------------
                                                  WEIGHTED-                                     WEIGHTED-
                                   NUMBER OF       AVERAGE         WEIGHTED-       NUMBER OF     AVERAGE
                                    OPTIONS     REMAINING LIFE      AVERAGE         OPTIONS      EXERCISE
RANGE OF EXERCISE PRICES          OUTSTANDING      (YEARS)       EXERCISE PRICE   EXERCISABLE     PRICE
------------------------          -----------   --------------   --------------   -----------   ----------
<S>                               <C>           <C>              <C>              <C>           <C>
$35.75-$40.56...................     5,339           7.95            $39.23          1,362        $38.48
                                     -----                                           -----
    Total.......................     5,339           7.95            $39.23          1,362        $38.48
                                     =====                                           =====
</Table>

    Effective January 1, 1997, Sabre Holdings Corporation established The Sabre
Group Holdings, Inc. Employee Stock Purchase Plan (the "Sabre ESPP") in which
the employees of the Company participate. The Sabre ESPP allows eligible
employees the right to purchase Sabre Class A Common Stock on a monthly basis at
the lower of 85% of the market price at the beginning or the end of each monthly
offering period. The Sabre ESPP allowed each employee to acquire Sabre Class A
Common Stock with an aggregate maximum purchase price equal to either 1% or 2%
of that employee's annual base pay, subject to limitations under the Internal
Revenue Code of 1986. Under the plan, 13,667 and 1,574 Sabre shares were issued
to the Company 's employees during 1999 and 1998, respectively.

    On February 7, 2000, Sabre declared a one-time cash dividend on all
outstanding shares of Sabre's Class A and Class B Common Stock in connection
with the Spin-off. The aggregate amount of the dividend was $675 million or
approximately $5.20 per share and was paid to Sabre's shareholders on February
18, 2000. In connection with the payment of the $675 million dividend, Sabre
adjusted the

                                      F-33
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. STOCK AWARDS AND OPTIONS (CONTINUED)
terms of its outstanding employee stock option plans such that the exercise
price per share for each option was reduced and the number of options held by
each employee was increased to ensure that the aggregate intrinsic value of each
employee's option holdings was the same before and after the effect of the
payment of the dividend on the price of Sabre's Class A Common Stock. Such
adjustment to the option terms was done in accordance with Emerging Issues Task
Force Consensus No. 90-9, CHANGES TO FIXED EMPLOYEE STOCK OPTION PLANS AS A
RESULT OF EQUITY RESTRUCTURING. Accordingly, no compensation expense was
recorded by the Company as a result of the adjustment.

    As required by Statement of Financial Accounting Standards No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, pro forma information regarding net
income and earnings per share have been determined as if the Company had
accounted for stock options and stock-based awards issued to its employees under
the fair value method set forth in Statement No. 123. The fair value was
estimated at the date of grant using the Black-Scholes option pricing model with
the following weighted-average assumptions: risk-free interest rate of 4.4% to
6.8% for 2000, 5.24% to 6.09% for 1999, and 5.45% to 5.67% for 1998; a dividend
yield of 0%; a volatility factor of the expected market price of Travelocity's
common stock of 1.15 and 1.08 for 2000 and 1999, respectively, and for Sabre's
common stock of .39 for 1999 and .32 for 1998; and a weighted-average expected
life of 4.5 years for Sabre options granted and 3.0 years for Travelocity
options granted.

    The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because employee stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of stock options issued to the Company's employees.

    For purposes of the pro forma disclosures, the estimated fair value of the
options and stock-based awards is amortized to expense over the vesting period.
The Company 's pro forma information is as follows (in thousands):

<Table>
<Caption>
                                                    YEAR ENDED DECEMBER 31,
                                                 ------------------------------
                                                   2000       1999       1998
                                                 --------   --------   --------
<S>                                              <C>        <C>        <C>
Net loss:
  As reported..................................  $(46,902)  $(20,631)  $(21,280)
                                                 ========   ========   ========
  Pro forma....................................  $(55,796)  $(21,541)  $(21,320)
                                                 ========   ========   ========
Loss per common share, basic and diluted:
  As reported..................................  $  (2.17)  $     --   $     --
  Pro forma....................................  $  (2.58)  $     --   $     --
</Table>

                                      F-34
<Page>
                              TRAVELOCITY.COM INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    The following is a summary of the unaudited quarterly financial information
for the years ended December 31, 2000 and 1999 (in thousands):

<Table>
<Caption>
                                                         FIRST      SECOND     THIRD      FOURTH
                                                        QUARTER    QUARTER    QUARTER    QUARTER
                                                        --------   --------   --------   --------
<S>                                                     <C>        <C>        <C>        <C>
2000
Revenues..............................................  $27,023    $ 46,798   $ 53,361   $ 65,488
Gross profit..........................................   14,879      27,690     33,161     44,809
Net loss..............................................   (9,071)    (13,508)   (12,191)   (12,132)
Net loss per share....................................  $ (0.32)   $  (0.84)  $  (0.64)  $  (0.63)

1999
Revenues..............................................  $10,728    $ 13,103   $ 17,573   $ 22,783
Gross profit..........................................    2,363       3,603      8,203      9,763
Net loss..............................................   (6,120)     (5,630)    (3,307)    (5,574)
Net loss per share....................................       --          --         --         --
</Table>

15. SUBSEQUENT EVENTS

    Effective March 1, 2001, Northwest Airlines and its alliance partner KLM
eliminated commissions paid on tickets sold through the Internet. As a result,
the Company instituted a $10 service fee on all Northwest Airlines and KLM
tickets sold through its Web sites. Separately, the Company no longer offers
reservations capability for Southwest Airlines Co. on its Web sites effective
March 2001. The Company does not anticipate that either of these actions will
have a material adverse effect on its revenues or results of operations.

    In March 2001, the Company extended its affiliation agreement with HRN
through July 31, 2005 and expanded the scope of the HRN relationship. In
connection with the expanded and extended agreement the Company vested in
certain warrants to purchase shares of HRN Class A Common Stock. These warrants
had an estimated fair value of approximately $30 million on the date of vesting.
The Company will recognize this amount as revenue over approximately four years.
The Company may also vest in additional warrants in the future based on certain
performance metrics. The Company will recognize revenue, at fair value, as the
additional warrants are earned.

                                      F-35
<Page>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)  The financial statements listed in the accompanying index to the
        financial statements and the schedules are filed as a part of this
        report.

  (2)  The schedule listed in the accompanying index to the financial statements
       and the schedule are filed as part of this report.

  (3)  Exhibits required to be filed by Item 601 of Regulation S-K:

<Table>
<Caption>
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
<C>                     <S>
          2.1           Agreement and Plan of Merger, dated as of October 3, 1999,
                        as amended January 24, 2000, by and among Sabre, Inc.,
                        Travelocity Holdings, Inc., Travelocity.com Inc. and Preview
                        Travel, Inc.(2)
          3.1           Form of Restated Certificate of Incorporation of
                        Registrant(5)

          3.2           Form of Restated Bylaws of Registrant(2)

          4.3           Form of Registrant's Common Stock Certificate(1)

          4.4           Form of Registrant's Series A Preferred Stock Certificate(1)

         10.1           Voting Agreement, dated as of October 3, 1999, by and
                        between Sabre Inc. and James J. Hornthal(2)

         10.2           Voting Agreement, dated as of October 3, 1999, by and
                        between Sabre Inc. and MediaOne Interactive
                        Services, Inc.(2)

         10.3           Voting Agreement, dated as of October 3, 1999, by and
                        between Sabre Inc. and America Online, Inc(2)

         10.4           Form of Amended and Restated Agreement of Limited
                        Partnership of Travelocity.com LP(2)

         10.5           Form of Management Services Agreement between
                        Travelocity.com LP and Travelocity Holdings, Inc.(1)

         10.6           Form of Contribution Agreement between Travelocity.com and
                        Sabre Inc.(1)

         10.7           Form of Contribution Agreement between Travelocity.com and
                        TSGL Holdings, Inc.(1)

         10.8           Form of Contribution Agreement between Travelocity.com and
                        Travelocity.com Inc.(1)

         10.9           Form of Option Agreement between Sabre Inc. and
                        Travelocity.com Inc.(1)

        10.10           Form of Registration Rights Agreement between Sabre Inc. and
                        Travelocity.com Inc.(1)

        10.11           Interactive Services and Exclusive Channel Agreement by and
                        between Travelocity Holdings, Inc. and America
                        Online, Inc., effective as of October 3, 1999(2)+

        10.12           Content Partner Agreement, by and between The Sabre
                        Group, Inc. and At Home Corporation, effective as of March
                        13, 1999(2)+

        10.13           Travel Services Advertising and Promotion Agreement by and
                        between Sabre Interactive, a division of Sabre, Inc., and
                        Yahoo! Inc., effective as of June 29, 1997(2)+

        10.14           First Amendment to Travel Services Advertising and Promotion
                        Agreement by and between Sabre Interactive, a division of
                        Sabre Inc., and Yahoo! Inc., effective as of November 23,
                        1998(2)+

        10.15           Second Amendment to Travel Services Advertising and
                        Promotion Agreement by and between Sabre Interactive, a
                        division of Sabre Inc., and Yahoo! Inc., effective as of
                        October 1, 1999(2)+
</Table>

                                      II-1
<Page>

<Table>
<Caption>
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
<C>                     <S>
        10.16           Travelocity Holdings, Inc. 1999 Long-Term Incentive Plan(1)

        10.17           Travelocity.com LP 1999 Long-Term Incentive Plan(1)

        10.18           The Sabre Group Deferred Compensation Plan(1)

        10.19           The Sabre Group Holdings, Inc. Supplemental Executive
                        Retirement Plan(1)

        10.20           Executive Termination Benefits Agreement for Andrew B.
                        Steinberg(1)

        10.21           Amended and Restated Information Technology Services
                        Agreement dated as of March 7, 2000, by and between
                        Travelocity.com LP and Sabre Inc.(4)+

        10.22           Amended and Restated Intellectual Property Agreement dated
                        as of March 7, 2000, by and between Travelocity.com LP and
                        Sabre Inc.(4)+

        10.23           Amended and Restated Administrative Services Agreement dated
                        as of March 7, 2000, by and between Travelocity.com LP and
                        Sabre Inc.(4)+

        10.24           Amended and Restated Sabre Access Agreement dated as of
                        March 7, 2000, by and between Travelocity.com LP and Sabre
                        Inc.(4)+

        10.25           Noncompetition Agreement, dated as of March 7, 2000, by and
                        between Travelocity.com LP, Sabre Inc. and Sabre Holdings
                        Corporation(3)+

        10.26           Executive Termination Benefits Agreement for Terrell B.
                        Jones

        10.27           Executive Termination Benefits Agreement for James D.
                        Marsicano

        10.28           Executive Termination Benefits Agreement for Ramesh K.
                        Punwani

         21.1           Subsidiaries of Registrant(6)

         23.1           Consent of Ernst & Young LLP, Independent Auditors*
</Table>

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

(1) Incorporated herein by reference to the Company's Registration Statement on
    Form S-4 filed on January 31, 2000 (Registration No. 333-95757).

(2) Incorporated herein by reference to Amendment No. 1 to the Company's
    Registration Statement on Form S-4 filed on February 4, 2000 (Registration
    No. 333-95757).

(3) Incorporated herein by reference to the Company's Report on Form 8-K filed
    on August 31, 2000.

(4) Incorporated herein by reference to the Company's Quarterly Report on Form
    10-Q filed on August 14, 2000.

(5) Incorporated herein by reference to the Company's Quarterly Report on
    Form 10-Q filed on May 15, 2000.

(6) Incorporated herein by reference to the Company's Annual Report on
    Form 10-K filed on April 2, 2001.

+  Portions of this exhibit have been redacted and are subject to a confidential
    treatment order issued by the Securities and Exchange Commission.

*   Filed herewith.

    (b) Reports on Form 8-K:

    None.

                                      II-2
<Page>
                              TRAVELOCITY.COM INC.
                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
                                   ITEM 14(A)

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
FINANCIAL STATEMENTS

Report of Independent Auditors..............................     F-1

Consolidated Balance Sheets at December 31, 2000 and 1999...     F-2

Consolidated Statements of Operations for the Years Ended
  December 31, 2000, 1999 and 1998..........................     F-3

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000, 1999 and 1998..........................     F-4

Consolidated Statements of Stockholders' Equity for the
  Years ended December 31, 2000, 1999 and 1998..............     F-5

Notes to Consolidated Financial Statements..................     F-6

Schedule II--Valuation and Qualifying Accounts for the Years
  ended December 31, 2000, 1999 and 1998....................    II-6
</Table>

    All other schedules are omitted because the required information is included
in the financial statements or notes thereto, or because the required
information is either not present or not present in sufficient amounts.

                                      II-3
<Page>
CONSOLIDATED SCHEDULES FOR THE YEARS ENDED
DECEMBER 31, 2000, 1999 AND 1998

                              TRAVELOCITY.COM INC.
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
       FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000

<Table>
<Caption>
               COLUMN A                    COLUMN B      COLUMN C     COLUMN D     COLUMN E     COLUMN F
---------------------------------------  ------------   ----------   ----------   ----------   -----------
                                                               ADDITIONS
                                                        -----------------------
                                          BALANCE AT    CHARGED TO   CHARGED TO
                                         BEGINNING OF   COSTS AND      OTHER                   BALANCE AT
            CLASSIFICATION                   YEAR        EXPENSES     ACCOUNTS    DEDUCTIONS   END OF YEAR
---------------------------------------  ------------   ----------   ----------   ----------   -----------
                                                                        (1)
<S>                                      <C>            <C>          <C>          <C>          <C>
Year Ended December 31, 2000
  Booking fee cancellation reserve.....     237,000            --          --          --        237,000
Year Ended December 31, 1999
  Booking fee cancellation reserve.....     141,000            --      96,000          --        237,000
Year Ended December 31, 1998
  Booking fee cancellation reserve.....      46,000            --      95,000          --        141,000
</Table>

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

(1) Amounts charged against revenue.

                                      II-4
<Page>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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>
                                                      TRAVELOCITY.COM INC.

                                                                    /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 AND EXECUTIVE
                                                          VICE PRESIDENT (PRINCIPAL FINANCIAL AND
                                                                    ACCOUNTING OFFICER)

Date: August 1, 2001
</Table>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates noted:

<Table>
<S>                                                         <C>
Directors:

               /s/ WILLIAM J. HANNIGAN                                /s/ MICHAEL S. GILLILAND
     -------------------------------------------            -------------------------------------------
                William J. Hannigan,                                    Michael S. Gilliland
                CHAIRMAN OF THE BOARD

                /s/ JAMES J. HORNTHAL                                  /s/ JEFFERY M. JACKSON
     -------------------------------------------            -------------------------------------------
                 James J. Hornthal,                                      Jeffery M. Jackson
             VICE CHAIRMAN OF THE BOARD

               /s/ MICHAEL A. BUCKMAN                                /s/ GLENN W. MARSCHEL, JR.
     -------------------------------------------            -------------------------------------------
                 Michael A. Buckman                                    Glenn W. Marschel, Jr.

                /s/ F. WILLIAM CONNER
     -------------------------------------------
                  F. William Conner

                /s/ PAUL C. ELY, JR.
     -------------------------------------------
                  Paul C. Ely, Jr.

Date:  August 1, 2001
</Table>

                                      II-5