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Travelocity Reports Record Pro Forma Profit for the Fourth Consecutive Quarter

Profit Before Special Items Expected to More Than Double in 2002

  • Annual Gross Bookings Up 27%; Revenues Up 50%
  • Non-Air Transaction Revenues Up 71%
  • Annual Profit Before Special Items of $15.6 Million, or $0.30 Per Share
  • Membership Rises to 32 Million
FORT WORTH, Texas, Jan. 16 /PRNewswire-FirstCall/ -- Travelocity.com Inc. (Nasdaq: TVLY), the leading travel Web site, today announced record pro forma profits of $0.30 per fully diluted share for the year and $0.09 per fully diluted share for the quarter ended December 31, 2001.

For the year, gross travel bookings were $3.1 billion, up 27% from $2.5 billion reported in 2000. Revenues for 2001 were $301.8 million, exceeding 2000 pro forma revenues by 50%. Reflecting the dramatic downturn in travel after September 11, fourth quarter gross travel bookings were $630.2 million compared to $696.4 million for the fourth quarter of 2000 and $784.8 million for the prior quarter. Fourth quarter revenues were $68.1 million compared to $65.5 million in the fourth quarter of the prior year and $78.5 million for the third quarter of 2001.

Profit before special items and Sabre interest was $15.6 million, or $0.30 per fully diluted share for 2001, compared to a pro forma loss before special items and Sabre interest of $35.6 million, or $0.73 per fully diluted share for 2000. For the fourth quarter, profit before special items and Sabre interest was $4.9 million, or $0.09 per fully diluted share, slightly ahead of the third quarter and compared to a loss of $2.4 million, or $0.05 per fully diluted share for the fourth quarter of 2000. Special items include goodwill amortization, non-cash stock compensation charges and other non-cash items.

Earnings before interests, taxes, depreciation and amortization (EBITDA), and excluding special items, was $24.7 million for 2001 compared to a deficit of $34.3 million for 2000. EBITDA excluding special items was $8.0 million in the fourth quarter compared to $7.0 million in the third quarter of 2001 and a deficit of $1.3 million in the fourth quarter of 2000. At the end of the year, cash and marketable securities rose to $114.1 million, compared to $71.6 million for the fourth quarter of 2000 and $107.1 for the third quarter of 2001.

On a GAAP basis, which includes goodwill amortization expense and other non-cash items, the Company reported a loss before Sabre interest and income taxes of $84.5 million, or $1.70 per fully diluted share, for the year, compared to a loss of $109.0 million, or $2.11 per fully diluted share in 2000. For the fourth quarter, the Company reported a loss before Sabre interest and income taxes of $25.0 million, or $0.50 per fully diluted share, compared to a loss before Sabre interest and income taxes of $26.2 million, or $0.53 per fully diluted share, for the fourth quarter of 2000. Effective January 1, the Company is no longer required to amortize certain intangibles, including goodwill, in its GAAP financial statements, which will result in closer conformance of pro forma and GAAP results.

"In an industry that had an average decline in travel bookings of 15%, we grew 27%," said Terrell B. Jones, president and chief executive officer of Travelocity. "With the economic slowdown and lingering effects of September 11, the travel industry faced some of its most difficult challenges in 2001. Yet, our business emerged from this adversity stronger than before, fueled by the growing channel shift toward online travel. That's because we deliver travel better than the physical world. We enhance the user experience with more products, more options, better features and better customer support. Furthermore, with the shopping and buying information in our database, we can provide more relevant offerings through targeted marketing. Despite the overall dismal advertising market, our integrated marketing programs grew advertising revenues 28% to over $60 million.

"As we enter 2002, we have positioned ourselves for strong growth through several key initiatives," continued Jones. "We have secured broad marketing agreements with several major domestic and international airlines that account for over 50% of our air bookings. We have significantly increased our higher margin hotel offerings. We have successfully entered the merchant vacation business with Travelocity Vacations. We have also significantly enhanced our cruise booking system, travel advice service, and customer relationship management tools. We expect these accomplishments will help us achieve our revenue growth target of 20% to 30% in 2002. We continue to successfully diversify into higher margin air and non-air business, and we anticipate a net profit excluding special items of between $0.65 to $0.75 per fully diluted share for 2002."

    Key Operating Metrics
  • By the end of the year membership grew to 31.9 million, the highest in the industry and up 7.0 million over the prior year and 1.5 million over end of the third quarter.
  • Average monthly unique bookers were 538,000 in the fourth quarter compared to 525,000 a year ago and 664,000 in the third quarter of 2001.
  • Total transactions, as expected, were down 21% sequentially and 3% from the fourth quarter a year ago. However, transaction revenues per transaction were down only 2% over the prior quarter and slightly higher than the fourth quarter of 2000.
  • Key Financial Highlights

    [see "Notes on Attached Financial Exhibits" below]

  • Annual gross travel bookings were up 27% at $3.1 billion compared to $2.5 billion in 2000. For the fourth quarter, gross travel bookings were $630.2 million compared to $696.4 million in the fourth quarter of 2000 and $784.8 million in the third quarter of 2001.
  • Annual revenues were up 50% year-over-year at $301.8 million. Revenues for the quarter were $68.1 million compared to $65.5 million for the fourth quarter of 2000 and $78.5 million for the prior quarter.
  • Transaction revenues for the year were $206.2 million, up 41% over 2000. For the fourth quarter, transaction revenues were $42.8 million, down 3% from the prior year's fourth quarter and down 23% from the prior quarter.
  • Annual revenues from air sales rose 31%. For the quarter, air revenues declined 9% from the fourth quarter a year ago and 23% from the prior quarter. Air revenues excluding merchant air represented 38% of total revenues in the fourth quarter.
  • For the year, non-air transaction revenues rose 71%. For the fourth quarter, non-air transaction revenues rose 15% compared to the fourth quarter of 2000 and declined 22% from the prior quarter. Non-air revenues accounted for 32% of fourth quarter transaction revenues, unchanged from the third quarter.
  • Advertising revenues were $62.9 million for the year, up 28% compared to $49.2 million for 2000. Advertising revenues were $14.2 million in the fourth quarter compared to $18.6 million in the fourth quarter of 2000 and $14.6 million in the third quarter of 2001.
  • Other revenues, which consist primarily of ticket delivery and handling charges and the recognition of revenues related to warrants received pursuant to the Company's agreement with Hotel Reservations Network, were $32.7 million for 2001 compared to $5.5 million for 2000. For the quarter, other revenues were $11.1 million compared to $2.9 million in the fourth quarter of 2000 and $8.4 million in the third quarter of 2001.
  • Gross profits were $199.9 million, or 66.2% of revenues for 2001 compared to $125.5 million, or 62.3% of revenues for 2000. Gross profit margin for the fourth quarter of 63.8% compares to a gross profit margin of 68.4% for the same period a year ago and 67.7% for the third quarter of 2001.
  • Operating expenses (excluding special items) were 62.6% of revenues in 2001 compared to 82.5% in 2000. For the fourth quarter, operating expenses were 58.0% of revenues compared to 73.9% in the fourth quarter of 2000 and 63.2% in the third quarter of 2001.
  • Net profit before special items and Sabre interest was $15.6 million, or $0.30 per fully diluted share in 2001, compared to a loss of $35.6 million, or $0.73 per share in 2000. For the quarter, net profit before special items and Sabre interest was $4.9 million, or $0.09 per fully diluted share, compared to a loss of $0.05 per fully diluted share for the same period a year ago and a profit of $0.09 per fully diluted share in the third quarter of 2001.
  • On a GAAP basis (Exhibit 2), the Company reported a loss before Sabre interest and income taxes of $84.5 million, or $1.70 per fully diluted share for the year, compared to a loss of $109.0 million, or $2.11 per fully diluted share, in 2000. For the fourth quarter, the Company reported a loss before Sabre interest and income taxes of $25.0 million, or $0.50 per fully diluted share, compared to a loss of $26.2 million, or $0.53 per fully diluted share for the quarter ended December 31, 2000.
Key Business Highlights

  • In line with its arrangements with America West Airlines, JetBlue Airways, British Airways and other significant airlines, Travelocity strengthened its supplier relationships by adding Continental and other major carriers to its multi-year agreements that provide for promotions, interactive marketing programs and special fares, including opaque fares.
  • Using input from focus groups, Travelocity enhanced the functionality of its Web site by launching a new home page, designed for faster and easier navigation to the Company's more popular features, such as Trip Expert and Fare Watcher.
  • Travelocity recently introduced revolutionary cruise technology, which adds capabilities that allow travelers to compare cruise ships via interactive tours and view deck plans through its Intelli- Deck(TM) technology. The new technology also provides views of port destinations, real-time selections, and cruise advice and recommendations.
  • Travelocity can now access, build and dynamically sell its own comprehensive merchant model travel packages through Travelocity Vacations.
  • Travelocity officially opened its Pennsylvania sales center, its first center dedicated to higher margin merchant sales of vacation packages and cruises.
  • Travelocity announced the launch of its new suite of Trip Expert tools to help members plan their next trip by recommending ideal vacation spots, cruises and vacation packages that uniquely fit the needs of each traveler, thus eliminating the complexity of researching for the traveler.
  • Following approval from the European Commission, Travelocity and Otto consummated plans to launch Travelocity Europe, a new multi- channel travel company. The joint venture makes Travelocity Europe one of the leading European online agencies.
  • Travelocity launched Travelocity.ca en francais for its Canadian customers, providing the most comprehensive French and English language online planning and buying choices across air, car, hotel, rail, and vacation travel services.
  • Through Travelocity's exclusive agreement with GORP.com (Great Outdoor Recreation Pages), Travelocity launched a customized co- branded site at adventure.travelocity.com, making it easier and more convenient for Travelocity.com members to research adventure travel options and access the world's top outfitters.
Management will review fourth quarter and year-end results during a conference call scheduled for today at 4:00 pm CST. The call can be accessed by dialing 888-455-3612, passcode 'Travelocity', or by clicking on the link '4Q Conference Call - 1/16 4 pm CST' at the bottom of the home page of the Company's Web site at www.Travelocity.com .

Pro forma profit for 2001 and the expected range of pro forma profit for 2002, as stated above, have been determined on the same basis as pro forma profit announced for prior periods. Pro forma results for 2000 includes results attributable to Preview Travel. Pro forma results are not GAAP results in that the latter include goodwill amortization expense, non-cash stock compensation expenses, integration expenses and other non-cash items.

Jupiter Media Metrix has recently informed Travelocity that they had been understating traffic in their custom report on America Online. Therefore, reach numbers have been understated. Numbers using their new methodology are shown in Exhibit 3.

About Travelocity.com

Travelocity.com Inc. (Nasdaq: TVLY), a database-driven travel marketing and transaction company, provides Internet and wireless reservations information for more than 700 airlines, more than 50,000 hotels and more than 50 car rental companies. In addition, Travelocity.com offers more than 6,500 vacation packages, tour and cruise departures and a vast database of destination and interest information. Travelocity.com employs more than 1,000 customer service professionals, has sold more than 20 million airline tickets and has registered more than 32 million members.

Notes on Attached Financial Exhibits

Exhibit 1 outlines the results of operations before special items for the Company for the fourth quarter and twelve months of 2001 compared to the respective year-ago periods for the combined Company (including Preview Travel). Exhibit 2 includes the Company's GAAP financial statements for the fourth quarter and twelve months of 2001 and 2000. Exhibits 3 and 3A outline key pro forma performance and derived performance statistics for the combined Company for the past eight quarters. Exhibit 4 presents selected balance sheet data as of December 31, 2001, September 30, 2001 and December 31, 2000.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this release that are not purely historical facts, including statements about expected future revenues and pro forma earnings, are forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are based only upon information available to Travelocity on the date of this release. All such forward- looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described, including risks related to declines or disruptions in the travel industry resulting from concerns about the possibility of terrorist acts, related hostilities, and increased costs (including due to new security measures) and reduced operations by airlines; risks relating to the elimination or reduction of commissions paid by travel suppliers, which could reduce Travelocity's revenues; risks associated with travel industry consolidation; risks related to loss of market share to competitors, including supplier joint ventures with preferential access to inventory; risks relating to Travelocity's relationships with Sabre Holdings Corporation and its affiliates (including the risks of potential conflicts of interest); risks associated with the continued use and growth of the Internet and, relatedly, the extent of acceptance and profitability of online commerce; and risks relating to Travelocity's technology, including Travelocity's ability to rapidly develop and achieve market acceptance of new products and services, and related risks that rapid technological changes may render Travelocity's technology obsolete or decrease the attractiveness of its existing products and services relative to the products and services, respectively, of its competitors.

Further information about risks and uncertainties that could affect Travelocity's financial and other results is included in Travelocity's other documents filed with, or furnished to, the Securities and Exchange Commission. Travelocity undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on forward- looking statements.

                          *** Exhibits To Follow ***


                                  EXHIBIT 1
                             Travelocity.com Inc.
              Statements of Operations Before Special Items (A)
                                (In Thousands)
                                 (Unaudited)

                                   Three Months Ended    Twelve Months Ended
                                      December 31,          December 31,
                                     2001      2000       2001        2000

    Gross travel bookings (B)      $630,200  $696,400  $3,127,600  $2,460,400

    Revenues
      Transaction services
        Air                         $29,082   $32,027    $147,238    $112,182
        Non-air                      13,730    11,982      58,930      34,482
      Total transaction services     42,812    44,009     206,168     146,664
      Advertising                    14,179    18,589      62,853      49,196
      Other                          11,124     2,890      32,749       5,482
    Total revenues                   68,115    65,488     301,770     201,342

    Cost of revenues                 24,633    20,679     101,868      75,882

    Gross profit                     43,482    44,809     199,902     125,460

    Gross margin %                    63.8%     68.4%       66.2%       62.3%

    Operating expenses
      Selling and marketing          29,924    39,354     145,643     127,795
      Technology and development      5,309     4,737      22,757      19,726
      General and administrative      4,279     4,312      20,400      18,604
    Total operating expenses         39,512    48,403     188,800     166,125

    Operating profit/(loss)           3,970    (3,594)     11,102     (40,665)

    Interest income, net                904     1,225       4,496       3,899
    Other income, net                     0         0           0       1,127

    Profit/(loss) before Sabre
     interest                         4,874    (2,369)     15,598     (35,639)

    Sabre's interest in
     partnership (C)                 (2,929)    1,446      (9,491)     21,894

    Profit/(loss) after Sabre
     interest                         1,945      (923)      6,107     (13,745)

    Provision for income taxes (D)        0         0           0           0

    Net profit/(loss) after Sabre
     interest                        $1,945     ($923)     $6,107    ($13,745)

    Diluted net profit/(loss) per
     share after Sabre interest       $0.09    ($0.05)      $0.30      ($0.73)

    Weighted average diluted
     shares outstanding (E)          20,621    19,199      20,701      18,748

     (A)  The information presented above assumes the merger of
          Travelocity.com and Preview Travel occurred on January 1, 2000.  The
          unaudited statements of operations before special items exclude the
          recognition of certain expenses, including the amortization of
          goodwill and intangible assets recorded in connection with the
          acquisition of Preview Travel, certain non-recurring costs incurred
          during the integration of Preview Travel, non-cash stock
          compensation expenses, the cumulative effect of the adoption of SFAS
          No. 133 on January 1, 2001 and unrealized changes in the fair value
          of warrants held by the Company which have been recorded in the GAAP
          financial statements included in Exhibit 2.
     (B)  Commencing with 4Q 2000, gross travel bookings include those
          bookings made directly through an agreement the Company has with
          Hotel Reservations Network, a leading consolidator of hotel rooms
          for resale in the consumer market in the United States.  Gross
          travel bookings represents the total purchase price of all travel
          services booked through the Company's web sites.  Gross travel
          bookings is not a financial measurement in accordance with GAAP and
          should not be considered in isolation or as a substitute for other
          information presented in accordance with GAAP.
     (C)  Represents the allocation of the profits or losses of
          Travelocity.com LP, which consolidates with Travelocity.com Inc. for
          financial reporting purposes, to Sabre, based upon Sabre's direct
          ownership interest in the partnership during 2001 and 2000,
          respectively.
     (D)  The Company's net operating loss carryforwards shield current income
          for the three months and twelve months ended December 31, 2001
          without need for a provision for income taxes.
     (E)  Weighted average shares outstanding counts have been computed to
          include 3.0 million shares of common stock attributable to Sabre's
          direct ownership interest in Travelocity.com Inc.  The weighted
          average shares outstanding counts for the three months and twelve
          months ended December 31, 2001 include shares computed under the
          treasury method for computation of diluted EPS.


                                  EXHIBIT 2
                             Travelocity.com Inc.
                         Statements of Operations (A)
                                (In Thousands)
                                 (Unaudited)

                                   Three Months Ended   Twelve Months Ended
                                      December 31,          December 31,
                                     2001      2000       2001        2000

    Gross travel bookings (B)      $630,200  $696,400  $3,127,600  $2,355,500

    Revenues
      Transaction services
        Air                         $29,082   $32,027    $147,238    $107,991
        Non-air                      13,730    11,982      58,930      31,823
      Total transaction services     42,812    44,009     206,169     139,814
      Advertising                    14,179    18,589      62,853      47,374
      Other                          11,124     2,890      32,749       5,482
    Total revenues                   68,115    65,488     301,770     192,670

    Cost of revenues                 24,633    20,679     101,868      72,131

    Gross profit                     43,482    44,809     199,902     120,539

    Gross margin %                    63.8%     68.4%       66.2%       62.6%

    Operating expenses
      Selling and marketing          29,924    39,354     145,643     120,112
      Technology and development      5,309     4,737      22,757      18,507
      General and administrative      4,279     4,312      20,400      16,698
      Integration related expenses        0         0           0       1,537
      Stock compensation
       (credit)/expense               8,554     1,551      15,935       4,882
      Amortization of intangibles    22,409    22,329      89,647      72,607
    Total operating expenses         70,475    72,283     294,382     234,343

    Operating loss                  (26,993)  (27,474)    (94,480)   (113,804)

    Interest income, net                904     1,225       4,496       3,689
    Cumulative effect of adoption
     of SFAS 133                          0         0       7,178           0
    Other income (C)                  1,108         0      (1,657)      1,127

    Loss before Sabre interest and
     income taxes (D)              ($24,981) ($26,249)   ($84,463)  ($108,988)

    Loss before Sabre interest and
     income taxes, per share (E)     ($0.50)   ($0.53)     ($1.70)     ($2.11)

    Weighted average shares
     outstanding  (E) (F)            49,900    49,199      49,715      51,647

     (A)  The information presented above reflects the actual performance for
          Travelocity.com alone for January 1 through March 7, 2000; and the
          combined company for March 8, 2000 and beyond.
     (B)  Commencing with 4Q 2000, gross travel bookings include those
          bookings made directly through an agreement the Company has with
          Hotel Reservations Network, a leading consolidator of hotel rooms
          for resale in the consumer market in the United States.  Gross
          travel bookings represents the total purchase price of all travel
          services booked through the Company's web sites.  Gross travel
          bookings is not a financial measurement in accordance with GAAP and
          should not be considered in isolation or as a substitute for other
          information presented in accordance with GAAP.
     (C)  Other income includes the realized gains and losses on marketable
          securities held by the Company and the unrealized changes in the
          fair value of the Hotel Reservations Network warrants held by
          Travelocity.com during the reporting period, as recorded subsequent
          to the adoption of SFAS No. 133 on January 1, 2001.
     (D)  Loss before Sabre's interest in partnership represents the results
          of operations of Travelocity.com LP, which consolidates with
          Travelocity.com Inc. for financial reporting purposes, prior to any
          allocation of losses to Sabre based upon Sabre's direct ownership
          interest in Travelocity.com LP.  Travelocity.com Inc.'s net loss,
          after income taxes and after allocation of losses to Sabre, totaled
          ($24,434) and ($12,132) for the three months ended December 31, 2001
          and 2000, respectively, and ($85,035) and ($46,902) during the
          twelve months ended December 31, 2001 and 2000, respectively.  This
          results in a GAAP loss per share ($1.23) and ($0.63) for the three
          months ended December 31, 2001 and 2000, respectively, and a GAAP
          loss per share of ($4.31) and ($2.17) for the twelve months ended
          December 31, 2001 and 2000, respectively.  The GAAP loss per share
          includes a benefit for income taxes of $545, which was recognized
          for the three months December 31, 2001 and a provision for income
          taxes of $574 for the twelve months ended December 31, 2001.  No
          benefit for income taxes was recognized for the three months or
          twelve months ended December 31, 2000.
     (E)  Represents the loss per share attributable to all owners of the
          Travelocity business.  Calculated as if Sabre had converted its
          direct ownership interest in Travelocity.com LP and 33 million
          shares of Class A common stock which it holds into 33 million shares
          of common stock of Travelocity.com Inc.
     (F)  The weighted average shares used in the calculation of basic
          earnings per share for the three and twelve months ended
          December 31, 2000 have been calculated as if the 33 million shares
          of preferred stock held by Sabre were outstanding, as common shares,
          from January 1, 2000 through the merger with Preview Travel, Inc. on
          March 7, 2000.


                                  EXHIBIT 3
        Combined Travelocity.com Pro Forma Performance Statistics (A)

                                 1Q 2000     2Q 2000     3Q 2000     4Q 2000

    GROSS TRAVEL BOOKINGS
     ($ millions) (B)              $504.3      $610.2      $649.5      $696.4

    MEMBERSHIP (C)             19,200,000  21,600,000  23,400,000  24,900,000

    AVERAGE MONTHLY UNIQUE
     BOOKERS (D)                  395,000     486,000     509,000     525,000

    AVERAGE MONTHLY MEDIA
     METRIX REACH (E) (F)       8,400,000   6,900,000   7,200,000   6,500,000

    CONVERSION RATIO (G) (H)          4.7%        7.1%        7.1%        8.1%

    CUMULATIVE UNIQUE
     BOOKERS (I)                3,337,000   4,208,000   5,124,000   6,010,000

    TRANSACTIONS (J)            1,831,000   2,144,000   2,206,000   2,306,000

    PAGE VIEWS (millions) (K)         750         684         679         560

     NOTES:
     (A)  Data presented includes actual data points where available; however,
          certain data points represent estimates of period activity and
          estimated duplication factors for duplication across the period
          and/or the uncombined companies.  Additionally, commencing with
          4Q 2000, gross travel bookings include those bookings made direct
          through Hotel Reservations Network.
     (B)  Gross Travel Bookings represents the total value of travel sales
          activity of the two companies for the respective periods.
     (C)  Membership represents the unduplicated membership at the end of each
          period based of the two companies for the respective periods.
     (D)  Average Monthly Unique Bookers represents the unduplicated (during
          the month) average monthly booker activity for the two companies for
          the respective periods.
     (E)  Average Monthly Media Metrix Reach represents the unduplicated
          (during the month) unique reach/visitors of the two companies for
          the respective periods.
     (F)  Due to the unavailability of December 2001 Jupiter Media Metrix
          data, the Average Monthly Media Metrix Reach for 4Q 2001 was
          computed as the average monthly reach of October and November 2001.
     (G)  Conversion Ratio is computed by dividing average monthly bookers by
          average monthly Media Metrix reach.
     (H)  The Company has been advised by Jupiter Media Metrix (JMM) that JMM
          had been understating traffic from America Online, and that the
          statistics have been revised as of October 2001.  JMM was unable to
          restate measurement numbers for months prior to October 2001.
          Therefore, the computed conversion ratio for 4Q 2001 reflects
          different JMM audience measurements than those for previous
          quarters.
     (I)  Cumulative Unique Bookers represents the unduplicated (during the
          accumulation period) cumulative booker activity.
     (J)  Data represents transactions processed in each respective period.
          Transactions are gross purchases or PNRs made for customers and may
          include one or more airline, car, hotel or vacation and cruise
          reservations.
     (K)  Page Views represents total page view activity of the two companies
          for the respective periods.


                                  EXHIBIT 3
        Combined Travelocity.com Pro Forma Performance Statistics (A)

                                 1Q 2001     2Q 2001     3Q 2001     4Q 2001

    GROSS TRAVEL BOOKINGS
     ($ millions) (B)              $833.6      $879.0      $784.8      $630.2

    MEMBERSHIP (C)             26,900,000  28,700,000  30,400,000  31,900,000

    AVERAGE MONTHLY UNIQUE
     BOOKERS (D)                  661,000     686,000     664,000     538,000

    AVERAGE MONTHLY MEDIA
     METRIX REACH (E) (F)       7,400,000   7,700,000   8,400,000   9,900,000

    CONVERSION RATIO (G) (H)          8.9%        8.9%        7.9%        5.9%

    CUMULATIVE UNIQUE
     BOOKERS (I)                7,122,000   8,204,000   9,227,000  10,035,000

    TRANSACTIONS (J)            3,042,000   3,063,000   2,852,000   2,241,000

    PAGE VIEWS (millions) (K)         692         658         642         589

     NOTES:
     (A)  Data presented includes actual data points where available; however,
          certain data points represent estimates of period activity and
          estimated duplication factors for duplication across the period
          and/or the uncombined companies.  Additionally, commencing with 4Q
          2000, gross travel bookings include those bookings made direct
          through Hotel Reservations Network.
     (B)  Gross Travel Bookings represents the total value of travel sales
          activity of the two companies for the respective periods.
     (C)  Membership represents the unduplicated membership at the end of each
          period based of the two companies for the respective periods.
     (D)  Average Monthly Unique Bookers represents the unduplicated (during
          the month) average monthly booker activity for the two companies for
          the respective periods.
     (E)  Average Monthly Media Metrix Reach represents the unduplicated
          (during the month) unique reach/visitors of the two companies for
          the respective periods.
     (F)  Due to the unavailability of December 2001 Jupiter Media Metrix
          data, the Average Monthly Media Metrix Reach for 4Q 2001 was
          computed as the average monthly reach of October and November 2001.
     (G)  Conversion Ratio is computed by dividing average monthly bookers by
          average monthly Media Metrix reach.
     (H)  The Company has been advised by Jupiter Media Metrix (JMM) that JMM
          had been understating traffic from America Online, and that the
          statistics have been revised as of October 2001.  JMM was unable to
          restate measurement numbers for months prior to October 2001.
          Therefore, the computed conversion ratio for 4Q 2001 reflects
          different JMM audience measurements than those for previous
          quarters.
     (I)  Cumulative Unique Bookers represents the unduplicated (during the
          accumulation period) cumulative booker activity.
     (J)  Data represents transactions processed in each respective period.
          Transactions are gross purchases or PNRs made for customers and may
          include one or more airline, car, hotel or vacation and cruise
          reservations.
     (K)  Page Views represents total page view activity of the two companies
          for the respective periods.


                                  EXHIBIT 3A
    Combined Travelocity.com Pro Forma Derived Performance Statistics (A)

                                          1Q 2000  2Q 2000  3Q 2000  4Q 2000

    GROSS TRAVEL BOOKINGS
     PER TRANSACTION (B)                     $275     $285     $294     $302

    TOTAL REVENUE PER TRANSACTION (C)      $19.49   $21.83   $24.18   $28.41

    TRANSACTION REVENUE
     PER TRANSACTION (D)                   $16.26   $16.13   $17.35   $19.09

    NEW MEMBER CONVERSION (E)                  24%      36%      51%      59%

    REPEAT BOOKER PERCENTAGE (F)               46%      40%      40%      44%

    NEW BOOKER ACQUISITION COST (G)        $38.42   $34.84   $36.84   $44.42

    ROLLING NEW BOOKER
     ACQUISITION COST (H)                  $39.22   $37.84   $36.77   $38.64

    TOTAL BOOKER ACQUISITION COST (I)      $20.55   $20.81   $22.08   $24.97

    ROLLING TOTAL BOOKER
     ACQUISITION COST (J)                  $22.61   $21.84   $21.22   $22.24

    GROSS PROFIT PER BOOKER (K)            $16.71   $18.99   $21.70   $28.43

    GROSS PROFIT/(LOSS) GAP
     PER BOOKER (L)                        ($3.85)  ($1.82)  ($0.38)   $3.46

     NOTES:
     (A)  Data presented includes actual data points where available; however,
          certain data points represent estimates of period activity and
          estimated duplication factors for duplication across the period
          and/or the uncombined companies.
     (B)  Gross Travel Bookings per Transaction is computed as the quarterly
          gross travel bookings divided by the quarterly transaction volume.
     (C)  Total Revenue per Transaction is computed as total revenue for the
          quarter divided by the quarterly transaction volume.
     (D)  Transaction Revenue per Transaction is computed as transaction
          revenue for the quarter divided by the quarterly transaction volume.
     (E)  New Member Conversion is computed as the change in cumulative
          unique bookers divided by the change in cumulative membership.
     (F)  Repeat Booker Percentage is computed as quarterly repeat bookers
          (computed as the product of three times average monthly unique
          bookers less the quarterly change in cumulative unique bookers)
          divided by three times average monthly unique bookers.
     (G)  New Booker Acquisition Cost is computed as quarterly selling and
          marketing expenses divided by the change in cumulative unique
          bookers.
     (H)  Rolling New Booker Acquisition Cost is computed as the rolling four
          quarter selling and marketing expense divided by the four quarter
          change in cumulative unique bookers.
     (I)  Total Booker Acquisition Cost is computed as quarterly marketing and
          selling expense divided by three times average monthly unique
          bookers.
     (J)  Rolling Total Booker Acquisition Cost is computed as the four
          quarter average selling and marketing expense divided by average
          total bookers over the same four quarter period.
     (K)  Gross Profit per Booker is computed as quarterly gross profit
          divided by the product of three times average monthly unique
          bookers.
     (L)  Gross Profit/(Loss) Gap per Booker is computed as the quarterly
          gross profit less quarterly selling and marketing expenses divided
          by the product of three times the average monthly unique bookers.


                                  EXHIBIT 3A
    Combined Travelocity.com Pro Forma Derived Performance Statistics (A)

                                          1Q 2001  2Q 2001  3Q 2001  4Q 2001

    GROSS TRAVEL BOOKINGS
     PER TRANSACTION (B)                     $274     $287     $275     $281

    TOTAL REVENUE PER TRANSACTION (C)      $23.95   $26.88   $27.51   $30.39

    TRANSACTION REVENUE
     PER TRANSACTION (D)                   $16.72   $18.64   $19.43   $19.10

    NEW MEMBER CONVERSION (E)                  56%      60%      60%      54%

    REPEAT BOOKER PERCENTAGE (F)               44%      47%      49%      50%

    NEW BOOKER ACQUISITION COST (G)        $32.23   $38.38   $37.49   $37.03

    ROLLING NEW BOOKER
     ACQUISITION COST (H)                  $36.80   $37.65   $37.79   $36.18

    TOTAL BOOKER ACQUISITION COST (I)      $18.06   $20.17   $19.25   $18.53

    ROLLING TOTAL BOOKER
     ACQUISITION COST (J)                  $21.28   $21.05   $20.37   $19.04

    GROSS PROFIT PER BOOKER (K)            $24.06   $26.97   $26.67   $26.92

    GROSS PROFIT/(LOSS) GAP
     PER BOOKER (L)                         $5.99    $6.81    $7.42    $8.40

     NOTES:
     (A)  Data presented includes actual data points where available; however,
          certain data points represent estimates of period activity and
          estimated duplication factors for duplication across the period
          and/or the uncombined companies.
     (B)  Gross Travel Bookings per Transaction is computed as the quarterly
          gross travel bookings divided by the quarterly transaction volume.
     (C)  Total Revenue per Transaction is computed as total revenue for the
          quarter divided by the quarterly transaction volume.
     (D)  Transaction Revenue per Transaction is computed as transaction
          revenue for the quarter divided by the quarterly transaction volume.
     (E)  New Member Conversion is computed as the change in cumulative
          unique bookers divided by the change in cumulative membership.
     (F)  Repeat Booker Percentage is computed as quarterly repeat bookers
          (computed as the product of three times average monthly unique
          bookers less the quarterly change in cumulative unique bookers)
          divided by three times average monthly unique bookers.
     (G)  New Booker Acquisition Cost is computed as quarterly selling and
          marketing expenses divided by the change in cumulative unique
          bookers.
     (H)  Rolling New Booker Acquisition Cost is computed as the rolling four
          quarter selling and marketing expense divided by the four quarter
          change in cumulative unique bookers.
     (I)  Total Booker Acquisition Cost is computed as quarterly marketing and
          selling expense divided by three times average monthly unique
          bookers.
     (J)  Rolling Total Booker Acquisition Cost is computed as the four
          quarter average selling and marketing expense divided by average
          total bookers over the same four quarter period.
     (K)  Gross Profit per Booker is computed as quarterly gross profit
          divided by the product of three times average monthly unique
          bookers.
     (L)  Gross Profit/(Loss) Gap per Booker is computed as the quarterly
          gross profit less quarterly selling and marketing expenses divided
          by the product of three times the average monthly unique bookers.


                                  EXHIBIT 4
                             Travelocity.com Inc.
                       Summary Selected Financial Data
                                (In Thousands)
                                 (Unaudited)

                                       December 31, September 30, December 31,
                                          2001          2001         2000

    Balance Sheet Data:
      Cash, cash equivalents and
       marketable securities             $114,087     $107,147      $71,555
      Accounts receivable                  33,532       28,479       19,196

      Property and equipment               28,275       30,696       17,781
      Intangible assets and goodwill      107,754      130,349      198,113

      Total assets                        317,932      332,563      327,968

      Accounts payable                      8,753       11,052        6,242
      Total current liabilities            44,093       41,757       17,653

      Working capital (including all
       marketable securities)             130,219      126,588       91,853

      Total liabilities (excluding Sabre
       interest in partnership)            66,607       68,013       21,680

      Sabre interest in partnership             0            0            0

      Stockholders' equity                251,325      264,550      306,288


     Contacts:  Travelocity.com               Vollmer
                David Carpenter               Jennifer Tweeton
                817-785-8237                  713-546-2230
                                              Judy Haveson
                                              212-554-7425

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SOURCE Travelocity.com Inc.

CONTACT:          David Carpenter of Travelocity.com Inc., +1-817-785-8237; or
                  Jennifer Tweeton, +1-713-546-2230, or Judy Haveson, +1-212-554-7425, both of
                  Vollmer, for Travelocity.com Inc.
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URL:              http://www.Travelocity.com 
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