<PAGE>

  As filed with the Securities and Exchange Commission on September 15, 1999
                                                     Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                ---------------
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          the Securities Act of 1933

                                ---------------
                              GETTHERE.COM, INC.
            (Exact name of Registrant as specified in its charter)

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

<TABLE>
 <S>                                 <C>                                <C>
             Delaware                               7372                            93-1184437
   (State or other jurisdiction         (Primary Standard Industrial             (I.R.S. Employer
 of incorporation or organization)       Classification Code Number)           Identification No.)
</TABLE>

                              445 Sherman Avenue
                          Palo Alto, California 94306
                                (650) 614-6300
  (Address, including zip code, and telephone number, including area code, of
                 the Registrant's principal executive offices)

                                ---------------
                                  GADI MAIER
                     President and Chief Executive Officer
                              GetThere.com, Inc.
                              445 Sherman Avenue
                          Palo Alto, California 94306
                                (650) 614-6300
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
<TABLE>
<S>                                                <C>
              Scott C. Dettmer, Esq.                             Richard A. Fink, Esq.
               Bennett L. Yee, Esq.                              Timothy R. Curry, Esq.
             Jonathan J. Noble, Esq.                          Jonathan P. Shanberge, Esq.
               Steven P. Chen, Esq.                               J. Omar Mahmud, Esq.
              Robin J. Reilly, Esq.                           Patrick J. O'Loughlin, Esq.
             Gunderson Dettmer Stough                       Brobeck, Phleger & Harrison LLP
       Villeneuve Franklin & Hachigian, LLP                      Two Embarcadero Place
              155 Constitution Drive                                 2200 Geng Road
           Menlo Park, California 94025                     Palo Alto, California 94303-0913
                  (650) 321-2400                                     (650) 424-0160
</TABLE>

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

       Approximate date of commencement of proposed sale to the public:
As soon as practicable after the specific date of this Registration Statement.

  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------
------------------------------------------------------------------------------
<CAPTION>
                                         Proposed Aggregate
         Title of Each Class of                Maximum            Amount of
      Securities to be Registered        Offering Price(/1/)  Registration Fee
------------------------------------------------------------------------------
<S>                                      <C>                 <C>
Common Stock, $0.0001 par value.......       $75,000,000           $20,850
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.

                                  -----------
  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this preliminary prospectus is not complete and  +
+we may change it. We may not sell these securities or accept your offer to    +
+buy them until the documentation filed with the SEC relating to these         +
+securities has been declared effective by the SEC. This prospectus is not an  +
+offer to sell these securities or our solicitation of your offer to buy these +
+securities in any jurisdiction where that would not be permitted or legal.    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  SUBJECT TO COMPLETION -- September 15, 1999

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

PROSPECTUS
      , 1999

                      [LOGO OF GETTHERE.COM APPEARS HERE]

                               Shares of Common Stock

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


GetThere.com, Inc.:

 . We are a leading provider of Internet-based travel procurement and supply
  solutions primarily for businesses and travel suppliers.

 . GetThere.com, Inc.
 445 Sherman Avenue
 Palo Alto, California 94306
 (650) 614-6300

Proposed Symbol & Market:

 . GTHR/Nasdaq National Market

The Offering:

 . We are offering      shares of our common stock.

 . The underwriters have an option to purchase an additional            shares
  from GetThere.com to cover over-allotments.

 . This is our initial public offering. We anticipate that the initial public
  offering price will be between $      and $     per share.

 . We plan to use the net proceeds from this offering for working capital,
  purchase of property and equipment and other general corporate purposes.

 . Closing:           , 1999.
<TABLE>
 -----------------------------------------------------
   <S>                        <C>            <C>
                                Per Share        Total
 ---------------------------------------------------

   Public offering price:     $              $
   Underwriting fees:
   Proceeds to GetThere.com:
</TABLE>

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

     This investment involves risk. See "Risk Factors" beginning on Page 6.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

Donaldson, Lufkin & Jenrette

            Salomon Smith Barney

                         Bear, Stearns & Co. Inc.

                                                              WR Hambrecht + Co
<PAGE>

Description of Graphics--Inside Front Cover

  At top of page, there is text that reads "Internet-Based Travel Procurement
and Supply Solutions."

  On upper left side of page, there is a graphic depicting three cubes, each
containing the GetThere.com logo, with two arrows pointing to the two screen
shots below.

  Opposite the graphic, there is a title that reads "GetThere.com Solutions."
Under this title is text in bullet points that reads:

  . Fully-hosted applications delivered via Internet/Intranet

  . Real-time information, sales and data analysis

  . 24 x 7 technical support

  . Redundant, fault-tolerant servers and systems

  At lower left side of page, there is a screen shot of the Nike travel booking
Web site. Above the screen shot, there is a title that reads "Businesses."
Immediately below the title, there is text that reads "Accessed by employees
through a corporate Intranet." Immediately below the screen shot, there is text
in bullet points that reads:

  Businesses use our solutions to:

  . Reduce costs

  . Enforce policy and contract compliance

  . Increase employee productivity

  . Provide real-time reporting and analysis

  At lower right side of page, there is a screen shot of the United Air Lines
consumer Web site. Above the screen shot, there is a title that reads
"Suppliers." Immediately below the title, there is text that reads "Accessed by
customers through a supplier's Web site." Immediately below the screen shot,
there is text that reads:

  Suppliers use our solutions to:

  . Increase revenue opportunities

  . Reduce sales and distribution costs

  . Enhance consumer service

  . Increase customer loyalty

  Framing the page, there is a partial customer list that includes the
following customers: Boeing, Nokia, United Air Lines, Travel.com, Cendant,
American Express, Texas Instruments, Chevron, Nike, Nabisco, Kodak, CNN
Interactive, Trip.com, Credit Suisse First Boston, Lauda Airlines, Digital
Mall/CompuTravel, PeopleSoft, Airlines.com, National Airlines, Toyota, Airlines
of the Web, Hewlett-Packard, Tektronix, 4Websites, PriceWaterhouseCoopers,
Inteletravel, HP/Verifone, Travelnow, Procter & Gamble, Lawrence Berkeley Labs,
IEEE, AAA Travel, NationsBank, University of California at Berkeley, Atevo,
Xetrox, Uniglobe, Ambassador Travel, MemberWorks.
<PAGE>

                               TABLE OF CONTENTS

  You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of the
prospectus or any sale of the common stock. In this prospectus, unless the
context indicates otherwise, the "Company," "GetThere.com," "we," "us" and
"our" refer to GetThere.com, Inc., a Delaware corporation.

  ITN is our registered trademark. GetThere.com, ITN Global Manager and ITN
FlightRez are our trademarks. This prospectus also contains trademarks of other
companies.

  We were incorporated in the State of California as Internet Travel Network on
August 7, 1995 and changed our name to GetThere.com, Inc. on July 16, 1999. Our
principal headquarters are located at 445 Sherman Ave., Palo Alto, California
94306, and our telephone number is (650) 614-6300. Information contained on our
Web site is not a part of this prospectus.

  Unless otherwise indicated, all information in this prospectus:

    .  assumes no exercise of the underwriters' option to purchase an
       additional         shares of common stock;

    .  gives effect to the conversion of all of our outstanding shares of
       series A, B, C and E preferred stock into shares of common stock
       upon the closing of this offering;

    .  gives effect to our reincorporation from California to Delaware, to
       become effective prior to the completion of this offering;

    .  assumes the effectiveness of our amended and restated certificate of
       incorporation in the State of Delaware upon the completion of this
       offering; and

    .  assumes the termination of the waiting period under the Hart-Scott-
       Rodino Act in connection with the sale of securities to American
       Express Travel Related Services Company, Inc. and Covia LLC, a
       subsidiary of United Air Lines.
<TABLE>
<CAPTION>
                                                                          Page
<S>                                                                       <C>
Prospectus Summary.......................................................   1

Risk Factors.............................................................   6

Use of Proceeds..........................................................  24

Dividend Policy..........................................................  24

Capitalization...........................................................  25

Dilution.................................................................  26

Selected Financial Data..................................................  27

Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  28

Business.................................................................  40
</TABLE>
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Management.................................................................  51

Certain Transactions.......................................................  63

Principal Stockholders.....................................................  67

Description of Capital Stock...............................................  69

Shares Eligible for Future Sale............................................  76

Underwriting...............................................................  78

Legal Matters..............................................................  81

Experts....................................................................  81

Additional Information.....................................................  81

Index to Financial Statements.............................................. F-1
</TABLE>

                                       i
<PAGE>

                               PROSPECTUS SUMMARY

  You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering and our financial statements and the related notes appearing elsewhere
in this prospectus.

                                  GetThere.com

Our Business

  GetThere.com is a leading provider of Internet-based travel procurement and
supply solutions primarily for businesses and travel suppliers. Our Internet-
based solutions are designed to reduce current inefficiencies in the travel
procurement and supply process by decreasing the role of intermediaries, such
as travel agents, by providing customers with valuable travel information and
by streamlining the internal procurement and supply processes of our customers.
We derive our revenues primarily by processing travel-related transactions such
as booking and ticketing reservations. Our solutions include ITN Global Manager
for businesses, ITN FlightRez for travel suppliers, and our solution for
Internet-based content and electronic commerce providers and travel agencies,
which we refer to as ePartners. Our customers include businesses with
significant travel expenditures such as Chevron, Credit Suisse First Boston,
Nike, PeopleSoft and Texas Instruments, travel suppliers such as United Air
Lines, Lauda Airlines and National Airlines, and ePartners such as Cendant, CNN
Interactive, TRIP.com and TRAVEL.com. We have recently entered into commercial
relationships with American Express Travel Related Services and Northwest
Airlines. In addition, we have recently entered into non-binding letters of
intent with America West Airlines and Air Canada to implement our solutions on
their Web sites. See "--Recent Developments."

  ITN Global Manager is an Internet-based travel reservation and booking
solution designed to enable our business customers to:

    Reduce costs: ITN Global Manager is designed to enable businesses to
  reduce travel-related costs by decreasing the role of intermediaries and by
  providing the information needed to enforce the use of preferred travel
  suppliers, to negotiate better rates with travel suppliers and to monitor
  travel-related purchases.

    Increase productivity: ITN Global Manager is designed to enable
  businesses to increase productivity by streamlining their internal travel
  procurement processes and by reducing the number of individuals involved.

    Provide real-time data analysis and reporting: ITN Global Manager is
  designed to enable businesses to collect, analyze and report their current
  and historical travel data for planning and strategic purposes.

  ITN FlightRez is an Internet-based travel reservation and booking solution
designed to enable our travel supplier customers to:

    Increase revenue opportunities:  ITN FlightRez is designed to enable
  travel suppliers to increase revenue opportunities by enabling them to sell
  directly to travelers over the Internet, by providing the information
  necessary to develop personalized direct marketing capabilities and by
  enhancing their ability to sell unused capacity.

    Reduce sales and distribution costs: ITN FlightRez is designed to enable
  travel suppliers to reduce sales and distribution costs by allowing travel
  suppliers to sell directly to travelers over the Internet, to further
  automate reservation processes and to use the Internet to distribute
  travel-related information.

    Enhance customer service and increase customer loyalty: ITN FlightRez is
  designed to enable travel suppliers to enhance customer service and
  increase customer loyalty by providing travelers with the ability to redeem
  award travel online and to easily access travel-related information.

                                       1
<PAGE>


  In addition, our solution for ePartners is designed to enable Internet-based
content and electronic commerce providers and travel agencies to quickly and
easily offer travel-related goods and services online.

Our Market Opportunity

  In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
businesses in 1998 completed 154 million air travel transactions and U.S.
business expenditures for airline tickets, car rentals and lodging exceeded
$122 billion. Forrester Research estimates that online expenditures for
business travel will grow from $5 billion in 1999 to $38 billion in 2003.

  The current market for the procurement and supply of travel-related goods and
services is characterized by numerous inefficiencies that contribute to higher
costs. These inefficiencies are largely the result of the involvement of
multiple intermediaries and limited access by businesses and travel suppliers
to valuable travel-related information. These inefficiencies make it more
difficult for businesses to negotiate favorable contracts with travel
suppliers, monitor employee compliance with corporate travel policies and
direct purchases to preferred travel suppliers. These inefficiencies also limit
the ability of travel suppliers to establish personalized relationships with
customers, minimize excess capacity and maximize the effectiveness of affinity
programs, such as frequent flier programs. In addition, the labor intensive
nature of the travel procurement and supply processes decreases productivity
and contributes to higher costs.

  We believe that there is a significant market opportunity for a comprehensive
Internet-based travel solution that addresses the current inefficiencies
related to the procurement and supply of travel-related goods and services.

Our Strategy

  Our objective is to be the leading provider of Internet-based procurement and
supply solutions for travel and other indirect goods and services. Key elements
of our strategy are to:

    Expand our customer base: We intend to increase our penetration of
  businesses with significant travel expenditures, travel suppliers and
  ePartners by enhancing our sales and marketing capabilities, enhancing the
  functionality of our solutions and leveraging our relationships within the
  travel industry.

    Increase adoption rates of our solutions by our business customers: We
  intend to increase adoption rates of our ITN Global Manager solution by
  assisting our business customers in developing internal programs that
  encourage the use of our solution and by enhancing the content and
  information available through our solution.

    Aggressively pursue other travel markets: We plan to address the
  substantial opportunities presented by small-to-medium sized businesses and
  international markets by continuing to build our sales and marketing
  capabilities and by pursuing strategic partnerships, such as our recent
  strategic relationship with American Express.

    Extend our technology leadership: We intend to continue to develop new
  features and functionality for our solutions to maintain and extend our
  position as a technology leader.

    Leverage technology and relationships into markets for other indirect
  goods and services: We believe that our technology can be extended to
  address markets for other indirect goods and services and that we can
  leverage our customer relationships to gain entry into these markets.

                                       2
<PAGE>

                              Recent Developments

  On September 14, 1999, we entered into an agreement with American Express
Travel Related Services Company, Inc. under which American Express has agreed
to promote and sell customized, co-branded versions of our Internet-based
travel procurement solutions to its customers and potential customers. American
Express will promote and market these solutions to large, middle market and
small businesses. In addition, commencing January 27, 2000, American Express
will exclusively use our solutions for the procurement and supply of travel on
its consumer Web sites, such as www.americanexpress.com. We have also agreed to
transfer the rights to the domain names www.itn.net and www.itn.com to American
Express. See "Business--Relationship with American Express."

  On August 27, 1999, we entered into an agreement with Northwest Airlines to
develop a Web site through which Northwest Airlines intends to offer low fare
tickets. In addition, we issued a warrant to Northwest Airlines that becomes
exercisable if and when we enter into a definitive travel supplier agreement
for Northwest Airlines' primary Web site, www.nwa.com, and this Web site adopts
our solution. See "Description of Capital Stock--Warrants."

  On August 27, 1999, we entered into a non-binding letter of intent with
America West Airlines to implement our solution on America West Airlines' Web
site, www.americawest.com.

  On September 14, 1999, we entered into a non-binding letter of intent with
Air Canada to implement our solution on Air Canada's Web site,
www.aircanada.ca.

  In August and September 1999, we agreed to sell:

  . an aggregate of 1,875,423 shares of series C preferred stock to American
    Express, America West Airlines and Air Canada;

  . an aggregate of 5,041,077 shares of series E preferred stock to American
    Express, United Air Lines, through its wholly owned subsidiary Covia LLC,
    America West Airlines, Air Canada, MeriTech Capital and ITN Joint
    Venture;

  . a warrant to purchase up to 375,000 shares of common stock to American
    Express;

  . warrants to purchase up to an aggregate of 2,786,821 shares of series C
    preferred stock to United Air Lines and Northwest Airlines; and

  . warrants to purchase up to an aggregate of 2,160,046 shares of series E
    preferred stock to American Express, America West Airlines and Air
    Canada.

  The sale of securities to American Express and United Air Lines is subject to
the filing and termination of the waiting period under the Hart-Scott-Rodino
Act.

  For a description of these transactions, see "Business--Customers,"
"Business--Relationship with American Express," "Certain Transactions" and Note
11 of Notes to Financial Statements.

                                       3
<PAGE>

                                  The Offering

<TABLE>
 <C>                                         <S>
 Common stock offered by GetThere.com.......           shares
 Common stock to be outstanding after the
  offering..................................           shares
 Use of proceeds............................ Working capital, purchase of
                                             property and equipment and other
                                             general corporate purposes. See
                                             "Use of Proceeds."
 Proposed Nasdaq National Market symbol..... GTHR
</TABLE>

  The number of shares to be outstanding after this offering is based on:

    . 7,663,730 shares of our common stock outstanding as of July 31, 1999;

    . 11,731,314 shares of our common stock issuable upon conversion of our
      series A, B and C preferred stock outstanding as of July 31, 1999;

    . 6,916,500 shares of our common stock issuable upon conversion of our
      series C and E preferred stock issued after July 31, 1999;

    . one share of our series D3 preferred stock;

    . conversion of a promissory note of $1.65 million plus accrued interest
      into 133,100 shares of our series E preferred stock; and

    . 407,852 shares of our common stock issuable upon the exercise of
      outstanding warrants which would otherwise terminate upon the
      completion of this offering.

  The number of shares outstanding after this offering excludes:

    . 12,491,190 shares of our common stock reserved for issuance under our
      1996 stock plan, of which 3,781,810 shares are subject to options
      outstanding as of July 31, 1999, with a weighted average exercise
      price of $1.33 per share;

    . 872,325 shares of our common stock subject to options granted after
      July 31, 1999, with a weighted average exercise price of $7.00 per
      share;

    . 7,704,503 shares of our common stock issuable upon exercise of
      outstanding warrants, with a weighted average exercise price of $10.62
      per share;

    . one share each of our authorized series D1 and D2 preferred stock;

    . 5,000,000 shares of our common stock reserved for issuance under our
      1999 stock incentive plan;

    . 2,500,000 shares of our common stock reserved for issuance under our
      1999 employee stock purchase plan; and

    . 750,000 shares of our common stock available for issuance under our
      1999 directors' stock option plan, of which options to purchase an
      aggregate of 250,000 shares of our common stock will be issued upon
      the effectiveness of this offering.


  See "Capitalization," "Management--Employee Benefit Plans" and Notes 6, 7, 8
and 11 of Notes to Financial Statements.

                                       4
<PAGE>

                         Summary Financial Information

  The following table summarizes the statement of operations and balance sheet
data for our business. For a more detailed explanation of this financial data,
see "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our financial statements
located elsewhere in this prospectus. The pro forma data reflects the following
assumptions:

  . receipt of approximately $72.6 million in proceeds from the issuance of
    our series C and series E preferred stock in August and September 1999;

  . conversion of all shares of series A, B, C and E preferred stock into
    18,647,814 shares of our common stock upon the completion of this
    offering;

  . issuance of one share of our series D3 preferred stock;

  . conversion of a promissory note of $1.65 million plus accrued interest
    into 133,100 shares of series E preferred stock; and

  . issuance of 407,852 shares of our common stock upon the exercise of
    outstanding warrants which would otherwise terminate upon the completion
    of this offering.

  In addition, the pro forma as adjusted balance sheet data assumes the sale of
          shares of our common stock in this offering at an assumed initial
public offering price of $       per share, after deducting estimated
underwriting discounts, commissions and offering expenses, and the application
of the resulting net proceeds.

<TABLE>
<CAPTION>
                                    Fiscal Year Ended        Six Months Ended
                                       January 31,               July 31,
                                 --------------------------  -----------------
                                  1997     1998      1999     1998      1999
                                                               (unaudited)
                                   (In thousands, except per share data)
<S>                              <C>      <C>      <C>       <C>      <C>
Statement of Operations Data:
Total revenues.................. $   582  $ 3,001  $  6,447  $ 2,709  $  5,598
Gross profit....................     448    1,321     2,155    1,086     1,625
Loss from operations............  (3,470)  (6,328)  (15,822)  (6,410)  (20,195)
Net loss........................ $(3,427) $(6,358) $(15,636) $(6,479) $(20,329)
Net loss per share:
  Basic and diluted............. $ (1.21) $ (1.81) $  (3.97) $ (1.70) $  (5.00)
  Weighted average shares.......   2,827    3,537     3,957    3,823     4,071
Pro forma net loss per share:
  Basic and diluted.............                   $  (1.05)          $  (1.25)
  Weighted average shares.......                     14,917             16,199
</TABLE>

<TABLE>
<CAPTION>
                                                        As of July 31, 1999
                                                     --------------------------
                                                                         Pro
                                                                 Pro   Forma As
                                                      Actual    Forma  Adjusted
                                                     (In thousands, unaudited)
<S>                                                  <C>       <C>     <C>
Balance Sheet Data:
Cash, cash equivalents and short-term investments..  $  6,541  $80,022   $
Working capital (deficit)..........................    (2,203)  71,278
Total assets.......................................    18,939   92,420
Long-term obligations, net of current portion......     7,014    5,364
Redeemable convertible preferred stock and
 warrants..........................................    36,094      --
Total stockholders' equity (deficit)...............   (34,369)  76,856
</TABLE>


                                       5
<PAGE>

                                  RISK FACTORS

  You should carefully consider the risks and uncertainties described below
before buying shares in this offering. These risks and uncertainties are not
the only ones facing our company. Additional risks and uncertainties that we
are unaware of or currently deem immaterial may also become important factors
that may harm our business.

                         Risks Related to Our Business

It is difficult to evaluate our business because we have a limited operating
history.

  We were incorporated on August 7, 1995 and have a limited operating history.
As a result, it is difficult to accurately forecast our revenues, and we have
limited meaningful historical financial data on which to plan operating
expenses. In addition, the revenues and income potential of our business and
market are unproven. You should also consider the risks and difficulties
frequently encountered by early-stage companies in new and rapidly evolving
markets. Some of these risks and uncertainties relate to our ability to:

  . effectively integrate our new management team and attract and retain
    other qualified personnel;

  . effectively manage our growth;

  . respond to actions taken by our competitors; and

  . integrate businesses, technologies and services that we may acquire.

  We cannot assure you that we will successfully address these risks and
uncertainties. Our failure to do so could significantly harm our business and
operating results.

Our business model is evolving, and we only recently began focusing on
providing Internet-based travel procurement and supply solutions for businesses
and travel suppliers.

  Prior to 1996, our business was focused on providing travel-related services
to consumers from our www.itn.net Web site and other consumer-related Web
sites. In 1996, we began focusing on our solutions for businesses and travel
suppliers. We introduced ITN Global Manager for businesses in 1996 and ITN
FlightRez for travel suppliers in 1997. Although we expect to derive most of
our future revenues from the use of our solutions by businesses and travel
suppliers, our business model, including fee and cost structure, is in the
early stages of development and may change. In addition, we cannot assure you
that changing our focus from the consumer business to providing Internet-based
travel procurement and supply solutions for businesses and travel suppliers
will have a positive effect on, or will not harm, our business or operating
results. In order for our new business model to become commercially successful,
we must:

  . grow our base of both business and travel supplier customers;

  . increase adoption rates by our existing business customers;

  . successfully implement sales and marketing initiatives;

  . provide timely and effective customer service and technical support; and

  . anticipate and adapt to the evolving online travel services market.

  As part of our evolving business model, we recently entered into an agreement
with American Express under which American Express has agreed to promote and
sell customized, co-branded versions of our Internet-based travel procurement
solutions to its customers and potential customers. This relationship is likely
to evolve over time and require the use of a significant amount of our
resources, including our management and technical personnel. We cannot assure
you we will realize any benefit from our recent agreement with American Express
or that our ongoing relationship with American Express will be successful. See
"Business--Relationship with American Express."


                                       6
<PAGE>

We have not achieved profitability and expect to continue to incur net losses
for the foreseeable future.

  Since our inception, we have never been profitable and we have incurred
significant net losses and negative cash flow. We expect net losses and
negative cash flow to continue for the foreseeable future, and we may never be
profitable. We incurred net losses of $20.3 million for the six months ended
July 31, 1999, $15.6 million for our fiscal year ended January 31, 1999 and
$6.4 million for our fiscal year ended January 31, 1998. As of July 31, 1999,
we had an accumulated deficit of $45.9 million. We anticipate that our losses
will increase significantly from current levels as we continue to increase our
operating expenses in each of our operating expense categories. In addition, we
expect the rate at which these losses will be incurred will increase
significantly from current levels, particularly in the quarter ending October
31, 1999. We expect these additional costs and expenses to be related to:

  . transitioning the use of our www.itn.net Web site to American Express;

  . developing and implementing the American Express travel procurement
    solutions for businesses;

  . entering into and implementing travel supplier relationships with
    Northwest Airlines, America West Airlines and Air Canada;

  . establishing and integrating our recently acquired call center in Fort
    Lauderdale, Florida;

  . enhancing our Internet-based travel procurement and supply solutions;

  . continuing to develop our solutions, computer network and the systems
    that we use to process travel-related transactions;

  . recruiting and training additional personnel, particularly customer
    service, technical support and engineering personnel;

  . moving our headquarters to Menlo Park, California;

  . establishing an engineering development center in Dallas, Texas;

  . developing the GetThere.com brand, as well as other marketing and
    promotional activities; and

  . developing relationships with strategic business partners.

  Our ability to become profitable depends on our ability to generate and
sustain substantially higher revenues while maintaining reasonable expense
levels. Even if we increase revenues we may experience price competition or
increased expenses which would lower our gross margins and profitability.
Furthermore, if we ever do achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future. See
"Selected Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Our quarterly operating results may fluctuate in future periods and we may fail
to meet expectations.

  General. We believe that quarter-to-quarter comparisons of our revenues and
operating results are not necessarily meaningful, and that such comparisons may
not be accurate indicators of future performance. The operating results of
companies in the travel and electronic commerce industries have in the past
experienced significant quarter-to-quarter fluctuations. We expect our revenues
and operating results to vary significantly from quarter to quarter due to a
number of factors, including:

  . varying adoption rates of our solutions;

  . the timing and expense of expanding our operations;

  . our ability to attract new customers, retain existing customers and
    satisfy customer demand;

  . the mix of transaction revenues and professional service revenues;


                                       7
<PAGE>

  . the mix of transaction revenues from businesses, travel suppliers and
    ePartners;

  . our ability to achieve market acceptance of new solutions and upgrades;

  . product introductions by us and by our competitors;

  . our ability to attract, integrate and retain key personnel;

  . changes in the rate of Internet usage and electronic commerce;

  . changes in our pricing policies or the pricing policies of our
    competitors;

  . changes in inventory availability from suppliers or commission rates paid
    by travel suppliers;

  . our ability to upgrade and develop our systems and infrastructure without
    disrupting our operations;

  . technical difficulties with our systems or system down time;

  . difficulties accessing computer reservation systems or travel suppliers'
    systems;

  . costs related to the acquisition of businesses or technologies; and

  . unforeseen events affecting the travel or electronic commerce industries.

  We currently expect that a majority of our revenues for the foreseeable
future will come from fees paid to us by our customers who have implemented our
ITN Global Manager, ITN FlightRez and ePartner solutions and from commissions
earned from travel suppliers. The volume and timing of these fees and
commissions are difficult to predict because the market for our solutions is in
its infancy. As with other companies in our industry, our operating expenses,
which include sales and marketing, research and development and general and
administrative expenses, are based on our expectations of future revenues and
are relatively fixed in the short term. As a result, a delay in generating or
recognizing revenue for any reason could cause significant variations in our
operating results from quarter to quarter and could result in greater than
expected operating losses. Consequently, in future quarters our operating
results may fall below the expectations of public market analysts and investors
and, as a result, the price of our common stock may fall.

  As a result of the acquisition of a call center in Fort Lauderdale, Florida
in July 1999 and the start-up costs associated with integrating the call
center, we expect our gross margins to decrease in the quarter ending October
31, 1999. We will incur significant costs related to the move of our corporate
headquarters from Palo Alto, California to Menlo Park, California, which we
expect to accomplish in the fall of 1999. As a result of these events, we
expect our net losses to be significantly higher for the quarter ending
October 31, 1999.

  Seasonality. We have experienced and expect to continue to experience
seasonality in our business, reflecting seasonal fluctuations in the travel
industry, Internet usage and advertising expenditures. Business travel bookings
typically decline during the fourth quarter of each calendar year due to
decreased business travel during the holiday season. Consumer travel bookings
typically increase during the second quarter of each calendar year in
anticipation of summer travel. Internet usage and the rate of such usage
typically decline during the summer. In addition, advertising sales in
traditional media, such as broadcast and cable television, generally decline in
the first and third quarters of each year. Depending on the extent to which the
Internet is 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 usage and advertising
expenditures will cause quarterly fluctuations in our operating results and
could significantly harm our business and operating results.

Our results of operations will be harmed by the amortization of stock-based
compensation and charges associated with other securities issuances.

  We expect to incur a significant amount of amortization in future periods,
which will negatively effect our operating results. We expect to amortize
approximately $6.5 million of stock-based compensation for the quarter ending
October 31, 1999 and may incur additional amortizable charges in the future in
connection with grants of stock-based compensation at below market value. In
addition, in August and September 1999, we sold an aggregate of 1,875,423
shares of series C preferred stock at a purchase price of $5.125 per share. We

                                       8
<PAGE>

expect to record a charge in an amount equal to the difference between the fair
value of the series C preferred stock at the time the redemption features of
the series C preferred stock terminate and the amount paid for the stock. In
August and September 1999, we issued a warrant to purchase an aggregate of
375,000 shares of common stock, a warrant to purchase an aggregate of 1,136,821
shares of series C preferred stock and warrants to purchase an aggregate of
2,160,046 shares of series E preferred stock. There may be significant charges
associated with these issuances.

  In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C preferred stock to Northwest Airlines at an exercise
price of $5.125 per share. The exercise of this warrant is subject to the
satisfaction of certain specified conditions prior to August 27, 2001. We will
record an expense for the Northwest Airlines warrant to the extent the exercise
price is lower than the market value of our common stock if and when the
specified conditions are achieved. We cannot currently quantify the amount of
this expense, however it may be significant and could be recorded in any
quarter through October 31, 2001. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Our long and variable sales cycle depends upon factors outside our control and
could cause us to expend significant time and resources prior to earning
associated revenues.

  The typical sales cycle of our solutions is long and unpredictable, requires
pre-purchase evaluation by a significant number of employees in our customers'
organizations and involves a significant investment decision by our customers.
Our sales cycle is affected by the business conditions and budgetary cycles of
each prospective customer. Many of our potential customers are large
enterprises that generally take longer to make significant purchases. Moreover,
a purchase decision by a potential customer typically requires the approval of
several senior decision makers. Our sales cycle for our larger business
customers and travel suppliers is generally between six and nine months,
although it has on occasion lasted significantly longer. These lengthy sales
cycles will have a negative impact on the timing of our revenues, especially
our realization of transaction revenues, and may cause our revenues and
operating results to vary significantly from period to period.

  Many of our customers test the technical fit of our solutions prior to
entering into a full services contract with us by undertaking a pilot program.
Some of our pilot programs have taken over a year to complete and require us to
commit significant resources with no certainty that a sale will result. See
"Business--Sales and Marketing."

  We recently entered into non-binding letters of intent with America West
Airlines and Air Canada to adopt our solutions. Although we have entered into
an agreement with Northwest Airlines to develop a Web site through which
Northwest Airlines intends to offer low fare tickets, we have not yet reached a
definitive agreement regarding providing our solutions for Northwest Airlines'
primary Web site, www.nwa.com. We cannot assure you that Northwest Airlines'
www.nwa.com Web site, or that America West Airlines or Air Canada will adopt
our solutions.

Because implementation of our travel procurement and supply solutions is time
consuming, there may be significant delays between the sale and deployment of
our solutions.

  The implementation and deployment of our solutions require a significant
commitment of resources by us and by our customers. Prior to full
implementation, most of our customers undertake a lengthy process to integrate
our solutions into their systems. The timing of deployment depends upon the:

  . complexity of our customers' current systems and intended application and
    the required implementation and customization efforts;

  . technical and engineering capabilities of our customers;

  . resources that our customers are willing to dedicate to implement travel
    procurement or supply solutions;

  . budgetary constraints of our customers;

                                       9
<PAGE>

  . availability of our development, training and support organizations to
    provide technical support to our customers; and

  . decision by some customers to implement a pilot program prior to full
    deployment of our solutions.

  Because of the number of factors influencing the integration and deployment
processes, we expect that the period between selling our solutions and the time
our customers deploy applications based on our solutions will vary widely. We
have experienced and expect to continue to experience delays in the deployment
of our solutions. Any delays in the deployment of our solutions may have a
negative impact on our recognition of revenues, especially our recognition of
transaction revenues, and could significantly harm our business and operating
results.

The market for Internet-based travel procurement and supply solutions is highly
competitive and we may not be able to compete effectively.

  The market for Internet-based travel procurement and supply solutions is new,
highly competitive and rapidly evolving, and we expect competition to intensify
in the future. Increased competition is likely to result in price reductions,
reduced gross profits and loss of market share, any of which could harm our
revenues and operating results. We currently, or potentially may, compete with
a variety of companies. Our primary competition currently comes from or is
anticipated to come from companies in the following categories:

  . providers of online travel products and services to businesses, such as
    Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
    AXI and Microsoft;

  . other online providers of indirect goods and services such as Ariba, Inc.
    and Commerce One, Inc.; and

  . traditional travel service providers, including travel agencies.

  In addition, we compete with consumer Web sites, such as Microsoft's Expedia,
Sabre's Travelocity and Preview Travel.

  Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do. In addition, many of these companies have more technical, marketing
and sales personnel and more established customer support and professional
services organizations than we do. They may also enter into strategic or
commercial relationships with larger, more established and well-financed
companies.

  Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition. Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings. It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our solutions to become obsolete.
Our failure to compete effectively would harm our business and operating
results. See "Business--Competition."

We rely on United Air Lines for a significant portion of our transaction
revenues, and the termination of this relationship would adversely affect our
business.

  United Air Lines, one of our principal stockholders, has been our primary
travel supplier customer since November 1997. In fiscal 1999 and for the six
months ended July 31, 1999, we derived $1.6 million and $1.9 million directly
and zero and $319,000 indirectly from United Air Lines, accounting for an
aggregate of 24.8% and 39.5% of our total revenues. During these periods,
United Air Lines has also accounted for substantially all of our revenues from
our travel supplier customers. We expect that in the near term the percentage
of our revenues derived from United Air Lines will increase. Our services
agreement with United Air Lines can be terminated by us or United Air Lines for
any reason by providing the other party with notice 180 days prior to
termination. In addition, as our primary customer, we dedicate a significant
amount of our

                                       10
<PAGE>

resources to United Air Lines. Any disruption of our relationship with United
Air Lines could leave us with excess overhead, as well as with a loss of
significant revenue, either of which would significantly harm our business and
operating results as well as our reputation for providing solutions to travel
suppliers. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Certain Transactions."

We need to significantly increase the adoption rate of our solutions and we
depend on our customers to drive adoption rates.

  We have experienced low adoption rates by employees of our business customers
and patrons of our travel supplier and ePartner customers. Although we assist
our customers in developing programs to increase adoption rates, the adoption
of our solutions is largely outside of our control and primarily dependent on
our customers' efforts and ability to promote the use of our solutions. If
adoption rates do not improve significantly, we may not be able to achieve or
sustain growth in our business. Furthermore, any failure to improve adoption
rates would limit our ability to increase revenues from customers, which would
significantly harm our business and operating results.

We have limited experience with widespread deployment of our travel procurement
and supply solutions.

  Only a limited number of our customers have deployed ITN Global Manager and
ITN FlightRez solutions on a large scale. Our primary source of revenue is
expected to come from transaction fees derived from the use of ITN Global
Manager and ITN FlightRez; therefore, our ability to support large numbers of
transactions is critical to our success. Our ability to provide effective and
timely support for our solutions depends on our ability to:

  . attract, train, integrate and retain sufficient engineering personnel;

  . establish effective customer support and technical organizations;

  . enhance our systems and technology to add functionality and scalability;

  . provide sufficient training to our customers, including training on
    systems usage and Web site configuration;

  . test and document the performance of our systems;

  . provide adequate data storage; and

  . efficiently integrate our technology with the systems of our customers.

  If we cannot support large-scale deployments, our business and operating
results will be significantly harmed.

  In addition, our customers require our ITN Global Manager and ITN FlightRez
solutions to be highly scalable. We must be able to rapidly accommodate a large
increase in the number of users. If we are unable to achieve this level of
scalability in a timely manner, our business and operating results could be
significantly harmed.

We have experienced significant growth in our business in recent periods, and
failure to manage our growth could strain our management and other resources.

  Our ability to successfully offer our solutions and implement our business
plan in a rapidly evolving market requires an effective planning and management
process. We recently entered into agreements with American Express and
Northwest Airlines. We also recently entered into a nonbinding letters of
intent with America West Airlines and Air Canada. In addition, we are seeking
to extend our relationship with Northwest Airlines by implementing our
solutions for Northwest Airlines' primary Web site www.nwa.com, and to enter
into relationships with other possible airline customers. We may fail to
develop any of these relationships, which could significantly harm our business
and operating results. In addition, we

                                       11
<PAGE>

are establishing, hiring personnel for and integrating the operations of our
recently acquired call center in Fort Lauderdale, Florida, moving our
headquarters from Palo Alto, California to Menlo Park, California and planning
to establish an engineering development facility in Dallas, Texas. These
efforts will be expensive and will put a significant strain on our management
and other resources. We continue to increase the scope of our operations and
have grown our headcount substantially. At January 31, 1998, we had a total of
74 employees, and at July 31, 1999, we had a total of 231 employees. We expect
to hire a significant number of new employees in the near future. This growth
has placed, and our anticipated future operations will continue to place, a
significant strain on our management systems and resources and on our internal
training capabilities. If we fail to effectively manage our growth, our
business and operating results will be significantly harmed.

  To manage future growth effectively, we must maintain and enhance our
financial and accounting systems and controls, manage expanded operations and
attract, train, integrate and retain key employees, including those in our
engineering, operations, sales and marketing and support organizations. We
currently have a relatively small professional services and customer support
organization. We will need to increase our customer service and support staff
to serve new customers and the expanding needs of our existing customers.
However, hiring qualified professional services and customer support personnel,
as well as sales, marketing, administrative and research and development
personnel, is very competitive in our industry, particularly in the San
Francisco Bay Area, where we are headquartered, due to the high demand for
people with the necessary technical skills and understanding of the Internet.
We expect to face greater difficulty attracting these personnel with equity
incentives as a public company than we did as a privately held company. We may
not be able to attract, integrate, assimilate or retain highly qualified
personnel in the future. Our business will not continue to grow and could be
significantly harmed if we are unable to attract qualified personnel.

Our operating results are substantially dependent on the success of our ITN
Global Manager and ITN FlightRez solutions, and a reduction in sales or our
inability to significantly increase sales of these solutions would
significantly harm our business.

  We expect to derive a substantial portion of our revenues from our ITN Global
Manager and ITN FlightRez solutions. In the six months ended July 31, 1999 and
in the fiscal year ended January 31, 1999, these solutions collectively
accounted for 54.8% and 45.7% of our total revenues, and we expect this
dependence to remain the same or increase in the future. We need to
significantly increase sales of our solutions. Our solutions may not
successfully compete with those of our competitors, and we may not be able to
enhance our solutions or develop new solutions to meet customer needs. In
addition, we have in the past offered equity rights to potential customers in
connection with the sale of our solutions. In the future, we expect to decrease
offering equity rights to these potential customers which may make sales of our
solutions more difficult. Furthermore, businesses and travel suppliers may
choose to develop their own Internet-based travel services. If we are unable to
generate revenues from either ITN Global Manager or ITN FlightRez, our business
and operating results would be significantly harmed.

We need to sufficiently address complaints regarding our traveler support.

  Our financial success depends to a large extent on our ability to respond
quickly and effectively to travelers' inquiries regarding specific travel
transactions and the use of our solutions. However, travelers and customers
seeking telephone customer support from us have experienced delays before being
connected to our traveler support staff. In addition, our traveler support
staff has not always been able to answer travelers' questions. This problem has
become more pronounced due to the increasing complexity of travel services
provided, such as the integration of affinity programs. As a result, we have
received an increased number of complaints regarding our traveler support. Our
ability to provide an acceptable level of traveler support and therefore
maintain our customer relationships largely depends upon our ability to
successfully attract, integrate, train and retain additional traveler support
personnel. Although we have purchased an additional call center in Fort
Lauderdale, Florida in order to handle a higher volume of calls, this call
center may not be fully operational until the end of 1999. The operations of
this call center may not be integrated into our business in a

                                       12
<PAGE>

timely or effective manner. Our two call centers may not sufficiently handle
future growth. Furthermore, unless our traveler support staff is adequately
trained to effectively respond to travelers' questions, travelers may continue
to experience frustration with our traveler support, which could lead to a loss
of business. Any failure to improve the support we provide to travelers could
significantly harm our business and operating results.

We rely on suppliers of travel services and products.

  We are dependent on airlines, hotels, car rental companies and other
providers of travel services in order to offer our business customers access to
travel products and services. None of these suppliers are obligated to sell
their products or services through us. Some travel service providers may decide
not to sell their services online or through our solutions. Some travel service
providers have initiated direct online distribution channels and, in some
cases, have offered reduced rates directly to major business customers. If
these travel suppliers restrict our access to their products and services or
otherwise make our solutions unnecessary or less attractive to travelers, we
would experience significant harm to our business and operating results.

  Revenues derived from our ePartners are dependent on the commissions
customarily paid by travel suppliers for purchases made through our travel
procurement solutions. These travel suppliers are not obligated to pay any
specified commissions or to pay commissions at all. As a result, travel
suppliers may reduce current commission rates or eliminate such commissions
entirely, which could significantly harm our business and operating results.

Our travel procurement solutions depend on our ability to access computer
reservation systems.

  Our travel procurement solutions are limited to those travel suppliers whose
services and products are available through the computer reservation systems we
access. We cannot assure you that travel suppliers will continue to sell
services or products through the computer reservation systems to which we have
access. In addition, we may not be able to extend our existing relationships to
a wider array of travel services or maintain or establish new relationships
with computer reservation systems. Our failure to do so would significantly
harm our business and operating results.

  We currently transact a significant amount of our business through the
Galileo International computer reservation system. If our agreement to use the
Galileo International system were terminated we would be unable to process
travel transactions for a significant number of our customers, particularly
users of our consumer Web site and our ePartners. In addition, we currently do
not have a direct connection with the Sabre computer reservation system.
Companies seeking to use our solutions through the Sabre computer reservation
system need to provide their own connection to Sabre. As a result, companies
using Sabre may find our solutions less attractive.

A decline in the travel industry will significantly harm our business.

  Our business and future growth are dependent on the travel industry. We
currently derive substantially all of our revenues from our Internet-based
travel procurement and supply solutions. The travel industry is sensitive to
changes in economic conditions and tends to decline during general economic
downturns and recessions. The travel industry is also highly susceptible to
events beyond our control, such as fuel price escalation, travel related
accidents, extreme weather conditions, labor disputes, terrorist activities,
the outbreak or threat of military hostilities and other adverse occurrences.
Any decline in the travel industry would significantly harm our business and
operating results.

Our strategy to provide solutions for the Internet-based procurement and supply
of indirect goods and services is unproven and may fail.

  One of our strategies is to apply our existing expertise in the travel market
to provide solutions for the Internet-based procurement and supply of other
indirect goods and services. The pursuit of this strategy may cause us to
expend significant time and resources on the development of new solutions and
services. However,

                                       13
<PAGE>

we cannot assure you that this strategy will be successful. If we are
unsuccessful, we may not be able to recoup the costs and expenses associated
with developing and implementing this strategy. In addition, the time and
attention of our management will have been diverted. Consequently, our business
and operating results may be significantly harmed.

  In addition, the markets for Internet-based procurement and supply of
indirect goods and services are extremely competitive. Several companies have
been competing in the Internet-based procurement and supply of indirect goods
and services markets for the past several years and consequently have a larger
customer base than we do. We may not be successful in selling our solutions to
their existing customers or competing for future customers. We expect that
competition in these markets will intensify as current competitors expand their
product offerings and new competitors enter these markets. Because there are
relatively low barriers to entry in the electronic commerce market, competition
from other established and emerging companies may develop in the future. When
and if we enter markets for the Internet-based procurement and supply of
indirect goods and services other than travel, we cannot assure you that we
will be able to compete successfully.

Our strategy to expand internationally may not succeed and makes us much more
susceptible to risks from international operations.

  Although we currently derive substantially all of our revenues from sales in
the U.S., we intend to increase our international sales capabilities and
operational presence. However, we may not successfully increase our
international sales capabilities and operations. Our international business
activities are subject to a variety of risks, including:

  . reduced intellectual property protection in some countries;

  . compliance with a wide variety of complex foreign laws and treaties;

  . difficulty in integrating international operations with existing
    operations;

  . difficulty in staffing and managing international operations;

  . currency fluctuations;

  . licenses, tariffs and other trade barriers;

  . longer sales and payment cycles;

  . greater difficulties in collecting accounts receivable;

  . political and economic instability;

  . variations in seasonality in travel markets;

  . potentially adverse tax consequences; and

  . unexpected changes in local laws and regulations.

  The expansion of our international sales capability and operations will
require significant capital and other resources and may divert the attention of
our management. To date, we have not adopted a hedging program to protect us
from risks associated with currency fluctuations. To the extent that we are
unable to successfully expand internationally or manage the expansion of our
business into international markets, our business and operating results could
be harmed.

Our executive officers and certain key personnel are critical to our business,
and many of these officers and key personnel have only recently joined us and
may not remain with us in the future.

  The loss of one or more of our executive officers or other key personnel
could significantly harm our business and operating results. Our future success
depends on the continued services and performance of our

                                       14
<PAGE>

senior management and other key personnel, particularly Gadi Maier, our
president and chief executive officer, and Ken Pelowski, our chief operating
officer and chief financial officer. Almost all of our senior management joined
us recently, including Mr. Maier, who joined us in December 1998, and Mr.
Pelowski, who joined us in April 1999. In addition, between December 1998 and
May 1999, we hired our vice presidents of engineering, human resources,
marketing, sales and services. Because our management team has only worked
together for a short period of time, we do not know if our managers will
effectively integrate into our operations or work well together. Any of our
officers or key personnel can quit at any time, and we cannot prevent them from
joining our competitors or otherwise competing with us. We do not have "key
person" life insurance policies covering any of our employees. If we are unable
to retain or integrate any key personnel, or if any key personnel join a
competitor or otherwise compete with us, our business and operating results
could be significantly harmed. See "Management."

We rely on third parties to host and maintain our systems.

  We rely on third parties, particularly Exodus Communications, to host and
maintain our systems. If these third parties fail to adequately host or
maintain our systems or are no longer able or willing to provide us with these
services, we will be required to develop these services internally or to seek
other third parties to provide these services. We cannot assure you that we
will be able to develop these services in a timely or cost-effective manner, or
at all. We also cannot be sure that other third parties will be willing or able
to provide us with these services, or that these services will be provided to
us on a timely or effective basis or on terms acceptable to us. If we are
unable to develop these services or find other third parties to provide them,
our business and operating results could be significantly harmed.

We incorporate software licensed from third parties and any defects or
significant interruption in the availability of these products could harm our
business.

  We rely on third-party software for the development of our products and
services. For example, we use Netscape Enterprise Server to configure
presentation layers of each unique Web site, and our platforms are based on
commercially-supported versions of the UNIX operating system. Some of the
software we license from third parties would be difficult to replace. This
software may not continue to be available on commercially reasonable terms or
at all. The loss or inability to maintain any of these technology licenses
could result in delays in the sale of our solutions until equivalent
technology, if available, is identified, licensed and integrated. Such delays
could harm our business. We may not be able to replace the functionality
provided by third-party software currently offered with our solutions if that
software is found to be obsolete, defective or incompatible with future
versions of our solutions or if that software is discontinued or upgraded in
such a way that it becomes incompatible with our solutions. In addition, if
this third-party software is not adequately maintained or updated it may become
incompatible with our current solutions. The absence of, or any significant
delay in, the replacement of third-party software could result in delayed or
lost sales and increased costs and could harm our business and operating
results.

We may not be able to develop solutions that contain the features and
functionality our customers demand.

  Our success largely depends upon our ability to accurately determine the
features and functionality required by our customers and to design and
implement solutions in a timely and efficient manner. If we fail to accurately
determine the features and functionality that our customers require and enhance
our existing solutions or develop new solutions, our current and potential
customers will not buy them. To date, we have designed our solutions based in
large part on feedback from a limited number of current and potential
customers. Therefore, we cannot assure you that the features and functionality
of our solutions will adequately satisfy future customer demands. Some of our
customers may also require us to develop customized features or capabilities,
which would increase our costs and consume our limited resources. In addition,
we cannot assure you that we will be able to develop customized features in a
cost-effective manner. Any failure to develop solutions that contain the
features and functionality our customers demand could harm our business and
operating results.

                                       15
<PAGE>

If we do not respond to rapid technological changes by introducing new
solutions, our solutions and services could become obsolete and as a result our
business would be seriously harmed.

  The development of our solutions entails significant technical, financial and
business risks. We may not be able to successfully implement new technologies
or adapt our solutions to customer requirements or emerging industry standards.

  The Internet and electronic commerce are characterized by:

  . rapid technological change;

  . changes in user and customer requirements and preferences;

  . frequent new product and service introductions embodying new
    technologies; and

  . the emergence of new industry standards and practices.

  Any of these factors could render our solutions obsolete. Our success will
depend, in part, on our ability to respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis
by licensing technology, enhancing our solutions and developing new solutions.

  We must continue to modify and enhance our solutions to keep pace with
changes in hardware and software platforms, programming languages and database
technologies. As a result, uncertainties related to the timing and nature of
new product announcements, introductions or modifications by vendors of
operating systems, applications software and Internet browsers could harm our
business and operating results. If we fail to modify or improve our solutions
in response to evolving industry standards, our solutions could rapidly become
obsolete, which would harm our business and operating results.

If the protection of our trademarks and other proprietary rights is inadequate,
our business could be harmed.

  Our copyrights, service marks, trademarks, trade dress, trade secrets and
similar intellectual property and proprietary information are critical to our
success. We rely on trademark and copyright law, trade secret protection and
confidentiality or license agreements with our employees, customers, partners
and others to protect our proprietary rights. These legal protections afford
only limited protection for our trade secrets and other intellectual property.
In addition, effective patent, trademark, service mark, copyright and trade
secret protection may not be available in every country in which we offer our
solutions. Our means of protecting our proprietary rights may not be adequate.
In addition, despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and use our
solutions or technology and our competitors could independently develop similar
technology.

  We have filed applications for United States trademark registrations for,
among other trademarks, "GetThere," "ITN Global Manager" and "ITN FlightRez."
We may not be able to secure these registrations. It is also possible that our
competitors or others will adopt service names similar to ours, thereby
impeding our ability to build brand identity and possibly leading to customer
confusion. Furthermore, the relationship between regulations governing domain
names and laws protecting trademarks and similar proprietary rights is unclear.
Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights.

  Policing unauthorized use of our solutions is difficult, and we cannot be
certain that the steps we have taken will prevent misappropriation of our
technology. Furthermore, litigation may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets and domain names
and to determine the validity and scope of the proprietary rights of others. If
third parties prepare and file applications in the United States that claim
trademarks used or registered by us, we may oppose those applications and be
required to participate in proceedings before the United States Patent and
Trademark Office to determine priority of rights

                                       16
<PAGE>

to the trademarks, which could result in substantial costs to us. Any
litigation, arbitration or priority proceeding to protect our trademarks and
other proprietary rights, even if not adverse, could result in substantial
costs, diversion of development resources and diversion of technical and
management personnel and could significantly harm our business and operating
results.

Our business may be harmed if we are found to infringe proprietary rights of
others.

  Third parties may claim infringement by us with respect to past, current or
future proprietary rights. We expect that participants in our industry will be
increasingly subject to infringement claims as the number of services and
competitors in our industry segment grows. Any such claim, whether meritorious
or not, could be time-consuming, result in costly litigation or arbitration and
diversion of technical and management personnel or require us to develop non-
infringing technology or to enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, or at all, and could significantly harm our business and
operating results.

  We may be subject to potential trade name or trademark infringement claims
brought by owners of other registered trademarks or trademarks that incorporate
variations of the terms GetThere, ITN Global Manager or ITN FlightRez. Any
claims or customer confusion related to our trademark, or our failure to obtain
trademark registration, would harm our business. We are aware of a pending
trademark application in the European Union filed by a company for the mark
GETTHERE!. We have discussed the rights related to this mark with this company,
but we have not resolved this matter. If it is determined that this mark is
validly held by this company, we may be unable to use the mark in the European
Union, which could significantly harm our ability to expand our brand awareness
and business operations in the European Union. We also use, and our customers
use, trade names, trademarks and other similar intellectual property of travel
suppliers on Web sites supported or hosted by us. This use may result in claims
of infringement or misuse brought by the owners of this intellectual property.
Any claims or disputes of this type may also damage the relationships we have
with travel suppliers and preclude us from using travel supplier trade names
and other intellectual property, either of which could significantly harm our
business and operating results.

If we engage in acquisitions, we will incur a variety of costs, and the
anticipated benefits of the acquisition may never be realized.

  We have acquired and may in the future attempt to acquire businesses,
technologies, services or products that we believe are a strategic fit with our
business. No material acquisition is currently being pursued. The process of
integrating an acquired business, technology, service or product may result in
unforeseen operating difficulties and expenditures and may divert significant
management attention from the ongoing development of our business, which could
impair our relationships with our current employees, customers and strategic
partners. Moreover, we may be unable to maintain uniform standards, controls,
procedures and policies in connection with any acquisition, and we may fail to
realize the anticipated benefits of any acquisition. Future acquisitions could
result in potentially dilutive issuances of equity securities, the incurrence
of debt, contingent liabilities and amortization expenses related to goodwill
and other intangible assets, any of which could significantly harm our business
and operating results.

  In addition, recent proposed changes in the Financial Accounting Standards
Board rules for merger accounting may affect our ability to make acquisitions
and harm our business results if we complete any acquisitions. For example,
elimination of the "pooling" method of accounting for mergers could increase
the amount of goodwill that we would be required to record if we merge with
another company, which would significantly harm our future operating results.
Furthermore, accounting rule changes that reduce the availability of write-offs
for in-process research and development costs in connection with an acquisition
could result in the capitalization and amortization of such costs and
negatively impact our operating results in future periods.

                                       17
<PAGE>

Year 2000 issues present technological risks, could cause disruptions to our
business and could harm our sales.

  We cannot assure you that we will not experience negative consequences from
year 2000 problems, including material costs caused by undetected errors or
defects in the technology used in our internal systems. Many currently
installed computer systems and software products are coded to accept only two
digit entries in the date code field. Beginning in the year 2000, these code
fields will need to accept four digit entries to distinguish the year 2000 and
21st century dates from other 20th century dates. As a result, computer systems
and software products used by many companies may need to be upgraded to solve
this problem. Errors or defects resulting from year 2000 problems that affect
our products or services could result in:

  . delay or loss of revenues;

  . cancellation of customer contracts;

  . diversion of development resources;

  . diversion of technical and management personnel;

  . damage to our reputation;

  . increased service and warranty costs; and

  . litigation costs.

  Our online solutions were designed to be year 2000 compliant. Our internal
systems, including those used to deliver our solutions, utilize third-party
hardware and software. We have begun the process of contacting the vendors of
these infrastructure products in order to gauge their year 2000 compliance.
Based on vendors' representations received thus far, we believe that the third-
party hardware and software we use is year 2000 compliant, although we have not
heard from all of these vendors. In addition, the external systems on which we
rely, such as computer reservation systems, may not be year 2000 compliant,
which may significantly harm our business and operating results.

  We expect to spend less than $50,000 to address year 2000 issues. Our
estimates of these costs were derived utilizing a number of assumptions,
including the assumption that we have already identified any significant year
2000 issues. However, these assumptions may not be accurate, and actual results
could differ materially from those anticipated. We are currently developing
contingency plans to identify and correct year 2000 problems. Although we
expect to complete our contingency plans by the end of October 1999, we may not
be able to complete our preparations by this time. In addition, any plan that
we implement may not be sufficient to identify and address all year 2000
problems that may affect our systems. We believe that the most likely worst-
case scenario is that the Internet fails and we are unable to offer our
solutions.

  If we discover that any of our solutions need modification, or any of our
third-party hardware and software is not year 2000 compliant, we will try to
make modifications to our solutions and systems on a timely basis. We cannot
assure you that we will be able to modify these products, services and systems
in a timely, cost-effective or successful manner, and the failure to do so
could significantly harm our business and operating results. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Readiness."

Software defects and system and online security failures could harm our
business and operating results.

  Our Internet-based travel procurement and supply solution depends on the
efficient and uninterrupted operation of our computer and communications
hardware systems. In addition, we must provide a high level of security for the
transactions we execute. We rely on internally and externally developed
technology to provide secure transmission of confidential information. Any
breach of these security measures would likely damage our reputation and result
in the loss of customers, which would harm our business and operating results.

                                       18
<PAGE>

  Currently, some of our systems are located in leased facilities in Palo Alto,
California and some are hosted by Exodus Communications in Santa Clara,
California and Sterling, Virginia. Our systems and operations are vulnerable to
damage or interruption from fire, flood, power loss, telecommunications
failure, break-in, earthquake and similar events. Palo Alto and Santa Clara are
located on a primary fault line. We currently do not have a disaster recovery
plan and do not carry sufficient business interruption insurance to compensate
us for losses that may occur.

  Our solutions are implemented based on our proprietary technology. Complex
proprietary technology like ours frequently contain defects or errors that may
be detected only when the technology is in use. Further, we often render
implementation, consulting and other technical services, which typically
involve working with sophisticated software, computing and networking systems.
We could fail to meet project milestones in a timely manner or meet customer
expectations as a result of any defects or errors. Any defect or failure to
meet project milestones for services could result in loss of or delay in
revenues, loss of market share, failure to achieve market acceptance, diversion
of development resources, harm to our reputation, increased insurance costs or
increased service and warranty costs. To address these problems, we may need to
expend significant capital and resources that may not have been budgeted, and
such problems may divert technical and management personnel, which could
significantly harm our business and operating results.

  The secure transmission of confidential information over the Internet is a
significant risk to electronic commerce. The secure transmission of proprietary
or confidential information over the Internet is essential to establish and
maintain confidence in the procurement and supply of travel-related services
and other indirect goods and services. We rely on specialized technology to
provide the security necessary for secure transmission of confidential
information. However, advances in computer capabilities, new discoveries in
security technology, breakdowns in our security technology or other events or
developments may result in a compromise or breach of the algorithms we use to
protect customer and transaction data. Despite our implementation of security
measures, our servers are vulnerable to such security breaches, which could
lead to interruptions in our business, delays in access to our solutions, loss
of data or the inability to accept and confirm customer reservations. A third
party that is able to circumvent our security systems could steal customer data
or other confidential or proprietary information or cause interruptions in our
operations or those of our customers, thus causing damage to our reputation and
loss of customers. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential or
proprietary customer information. Our insurance coverage may not be adequate to
reimburse us for losses caused by security breaches, and we cannot assure you
that our security measures will prevent security breaches. As a result, we may
be required to expend a significant amount of financial and other resources to
protect against security breaches or to alleviate any problems that they may
cause. These issues may divert technical and management personnel. Security
concerns and security breaches of our solutions, as well as the products and
services of others, could significantly harm our business and operating
results.

Product liability claims could harm our business.

  Our customers use our solutions for their travel procurement and supply
needs. Any errors, defects or other performance problems could result in
financial or other damages to our customers and prompt them to bring a product
liability claim against us. Although our license agreements with customers
typically contain provisions designed to limit our exposure to product
liability claims, these contractual limitations on liability may not be
enforceable. A product liability claim brought against us, even if
unsuccessful, would likely result in substantial costs, diversion of resources,
and diversion of management and other personnel and could significantly harm
our business and operating results.

If we experience significant credit card fraud, we will incur increased costs.

  If we fail to adequately control fraudulent credit card transactions, our
revenues and results of operations would be harmed because we do not carry
insurance against this risk. Under current credit card practices, we are liable
for fraudulent credit card transactions because we do not obtain a cardholder's
signature.

                                       19
<PAGE>

Our officers, directors and entities affiliated with our officers and directors
will be able to exert significant control over GetThere.com.

  Our executive officers, directors and entities affiliated with our executive
officers and directors will, in the aggregate, beneficially own approximately
   % of our outstanding common stock following the completion of this offering.
These stockholders, if acting together, will be able to significantly influence
all matters requiring stockholder approval, including the election of directors
and the approval of mergers or other business combination transactions. See
"Principal Stockholders" and "Description of Capital Stock."

  Covia, a wholly owned subsidiary of United Air Lines and the beneficial owner
of    % of our common stock following the completion of this offering, holds an
option to purchase one share each of our series D1 and series D2 preferred
stock which, if exercised, would provide Covia the right to elect two members
to our board of directors. Consequently, Covia could have significant influence
over our management and business decisions. For a discussion of our
relationship with United Air Lines and Covia, see "Certain Transactions."

  American Express, the beneficial owner of  % of our common stock following
the completion of this offering, has the right to elect one representative to
our board of directors. For a discussion of this right and American Express'
expected representative, see "Management--Executive Officers and Directors."

We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company.

  Provisions of our certificate of incorporation, bylaws and Delaware law could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. See "Description of Capital Stock." In
addition, some of our stockholders, including United Air Lines, American
Express, America West Airlines and Air Canada are subject to a standstill
agreement preventing them from acquiring more than a specified percentage of
our voting securities. This standstill agreement will have the effect of making
it more difficult for these stockholders to acquire us. See "Certain
Transactions--Equity Financings and Stockholders Arrangements" and "Description
of Capital Stock--Certificate of Incorporation and Bylaws."

We do not intend to pay any dividends.

  We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. In
addition, our lending facilities contain certain restrictions on our ability to
pay dividends.

                Risks Related to the Electronic Commerce Market

Our business depends upon online travel procurement achieving market
acceptance.

  The online market for travel products, solutions and services is in its
infancy. We may not be able to convince a large number of businesses to utilize
online travel procurement methods instead of traditional methods. Furthermore,
businesses that have implemented our online solutions experience low adoption
rates by their employees. Specific factors that could prevent widespread
business acceptance of online travel procurement methods include:

  . competition from traditional travel procurement systems, such as travel
    agencies;

  . entrenched travel procurement systems;

  . failure to provide adequate customer service;

  . reliability of access to the Internet;

  . lack of security on the Internet; and

  . the development of Internet infrastructure and performance.

                                       20
<PAGE>

  As a result of such factors, we may not be able to gain commercial acceptance
of our online travel solutions. Any failure to achieve acceptance of our online
travel solutions could significantly harm our business and operating results.

Our revenues may decrease if Internet usage growth or Internet infrastructure
development does not occur as projected.

  The use of the Internet as a means to provide procurement and supply
solutions is integral to our business model. The use of the Internet as a means
of transacting business is relatively new and has not been accepted by all
customers in the markets we have targeted. As a result, the market may not
accept products and services that rely on the Internet, such as ours. If the
growth rate of Internet usage in our targeted markets is less than expected our
revenues will suffer. We cannot assure you that the use of the Internet as a
means of conducting business will continue to grow at a rate similar to its
historical rate, if at all.

  In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. Our success
will depend, in large part, upon third parties maintaining the Internet
infrastructure to provide a reliable network backbone with the speed, data
capacity, security and hardware necessary for reliable Internet access and
services. The recent growth in Internet traffic has caused frequent periods of
decreased performance. If Internet usage continues to grow rapidly, the
infrastructure may not be able to support these demands and the performance and
reliability of the Internet may decline. If outages or delays on the Internet
occur frequently or increase in frequency, overall Internet usage including
usage of our solutions and services could grow more slowly or decline. Our
ability to increase the speed and scope of our solutions and services to
customers is ultimately limited by and depends upon the speed and reliability
of both the Internet and our customers' internal networks. Furthermore, changes
in, or insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally and by our customers in particular. Consequently, the
emergence and growth of the market for our services depends upon improvements
being made to the entire Internet infrastructure as well as to our individual
customers' networking infrastructures to alleviate overloading and congestion.
If these improvements are not made, the ability of our customers to utilize our
solution will be hindered, which will significantly harm our business and
operating results.

Future regulation of the Internet may slow its growth, resulting in decreased
demand for our solutions and increased costs of doing business.

  Laws and regulations directly applicable to communications or commerce over
the Internet are becoming more prevalent, including legislation governing
privacy, copyrights and taxation. For example, tax authorities in a number of
states are currently reviewing the appropriate tax treatment of companies
engaged in online commerce, and new state tax regulations may subject us to
additional state sales and income taxes. The European Union recently enacted
privacy regulations. Laws governing the Internet, however, remain largely
unsettled, even in areas where there has been some legislative action. It may
take years to determine whether and to what extent existing laws such as those
governing intellectual property, privacy, libel and taxation apply to the
Internet. In addition, the growth and development of the market for online
commerce may prompt calls for more stringent consumer protection laws, both in
the United States and abroad, the result of which may be to impose additional
burdens on companies conducting business online. The adoption or modification
of laws or regulations relating to the Internet could significantly harm our
business and operating results.

                         Risks Related to this Offering

There has been no prior market for our common stock, and the price of our stock
will be volatile.

  Before this offering, there was no public trading market for our common
stock, and an active trading market for our common stock may not develop or be
sustained after this offering. The initial public offering

                                       21
<PAGE>

price will be determined by negotiations between the representatives of the
underwriters and us and may not be indicative of the price that will prevail in
the public market after this offering. The public market price of our common
stock could fall below the initial public offering price. See "Underwriting."

  In addition, the market price for our common stock is likely to be highly
volatile, particularly since the market for Internet-related stocks has
experienced extreme price and volume fluctuations. We expect our stock price to
be subject to wide fluctuations as a result of a variety of factors, including
factors beyond our control. Such factors include:

  . actual or anticipated variations in our quarterly operating results;

  . announcements of technological innovations or new products, solutions or
    services by us or by our competitors;

  . publicity about our company, our solutions or services, our competitors,
    or electronic commerce in general;

  . changes in our financial estimates by securities analysts;

  . conditions or trends in the Internet and electronic commerce industries;

  . changes in the economic performance and/or market valuations of other
    Internet, electronic commerce or travel companies;

  . announcements by us or by our competitors of significant acquisitions,
    strategic partnerships, joint ventures or capital commitments;

  . additions or departures of key personnel;

  . releases of lock-up or other transfer restrictions on our outstanding
    shares of common stock or sales of additional shares of common stock; and

  . potential litigation.

  Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders or of securities analysts at some time in the
future, resulting in a decline in our stock price.

Future sales of shares could affect our stock price.

  If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our common stock
could fall. Such sales also might make it more difficult for us to sell equity
or equity-related securities in the future, at a time and price that we deem
appropriate. Based on shares outstanding as of July 31, 1999, upon completion
of this offering we will have outstanding                 shares of common
stock, assuming no exercise of the underwriters' over-allotment option. Other
than the shares of common stock sold in this offering,                 shares
will be eligible for sale in the public market immediately. Substantially all
of our existing stockholders will be subject to agreements with the
underwriters or with us that restrict their ability to transfer their stock for
180 days from the date of this prospectus. After these agreements expire, an
additional                 shares will be eligible for sale in the public
market assuming no exercise of options. See "Shares Eligible for Future Sale"
for a further description regarding shares that will become eligible for sale
at future dates after this offering.

Investors in this offering will suffer immediate and substantial dilution.

  The initial public offering price of our common stock is expected to be
substantially higher than the book value per share of our outstanding common
stock. As a result, if you purchase common stock in this offering, you will
incur immediate, substantial dilution in pro forma net tangible book value. In
addition, we have issued options and warrants to acquire common stock at prices
significantly below the initial public offering price of

                                       22
<PAGE>

our common stock. In particular, after this offering we will have outstanding
warrants to purchase 7,704,503 shares of our common stock. To the extent these
outstanding options and warrants are ultimately exercised, there will be
further dilution to investors in this offering. See "Dilution" and "Description
of Capital Stock--Warrants."

We have substantial discretion as to how to use the proceeds from this
offering.

  Our management has broad discretion as to how to spend the proceeds from this
offering and may spend the proceeds in ways with which our stockholders may not
agree. We cannot predict that investments of the proceeds will yield a
favorable or any return. See "Use of Proceeds."

You should not rely on forward-looking statements because they are inherently
uncertain.

  You should not rely on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" and similar expressions to identify these
forward-looking statements. This prospectus also contains forward-looking
statements attributed to certain third parties relating to their estimates
regarding the growth of the Internet and electronic commerce markets. You
should not place undue reliance on these forward-looking statements, which
apply only as of the date of this prospectus. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us described above and elsewhere in this
prospectus.

                                       23
<PAGE>

                                USE OF PROCEEDS

  We estimate that the net proceeds from the sale of the       shares of common
stock we are selling in this offering will be approximately $      million, at
an assumed initial public offering price of $      per share, after deducting
the estimated underwriters' discounts and offering expenses. If the
underwriters' option to purchase an additional        shares of common stock is
exercised in full, we estimate that such net proceeds will be approximately
$      million.

  The primary purpose of this offering is to obtain additional working capital.
We intend to use the net proceeds of this offering for working capital, the
purchase of property and equipment and other general corporate purposes. In
addition, we may use a portion of the net proceeds to acquire or make
investments in complementary products, technologies or businesses. We have no
present commitments or agreements with respect to any of these kinds of
acquisitions or investments. Pending the above uses, we plan to invest the net
proceeds of this offering in short-term, investment-grade, interest-bearing
securities. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."

                                DIVIDEND POLICY

  We have never declared or paid any cash dividends on our capital stock and do
not anticipate paying any cash dividends on our capital stock in the
foreseeable future. In addition, our lending facilities contain restrictions on
our ability to pay dividends.

                                       24
<PAGE>

                                 CAPITALIZATION

  The following table sets forth the actual capitalization of GetThere.com as
of July 31, 1999 and the pro forma and pro forma as adjusted capitalization of
GetThere.com:

<TABLE>
<CAPTION>
                                                         July 31, 1999
                                                 -------------------------------
                                                             Pro      Pro Forma
                                                  Actual    Forma    As Adjusted
                                                   (In thousands, unaudited)
<S>                                              <C>       <C>       <C>
Cash and cash equivalents......................  $  3,306  $ 76,787     $
                                                 ========  ========     =====
Long-term liabilities, less current portion....     7,014     5,346
                                                 --------  --------     -----
Redeemable convertible preferred stock and
 warrants, $0.0001 par value, 25,100,000 shares
 authorized, 11,731,714 shares outstanding,
 actual; 10,000,000 shares authorized, one
 share outstanding, pro forma; and 10,000,000
 shares authorized, one share outstanding, pro
 forma as adjusted.............................    36,094       --
Stockholders' equity (deficit)
  Common stock, $0.0001 par value, 50,000,000
   shares authorized, 7,663,730 shares issued
   and outstanding, actual; 200,000,000 shares
   authorized, 26,852,496 shares outstanding,
   pro forma; and 200,000,000 shares
   authorized,     shares issued and
   outstanding, pro forma as adjusted..........       --          2
  Additional paid-in capital...................    50,904   162,127
  Note receivable from stockholder.............    (2,707)   (2,707)
  Unearned compensation........................   (36,628)  (36,628)
  Accumulated deficit..........................   (45,938)  (45,938)
                                                 --------  --------     -----
    Total stockholders' equity (deficit).......   (34,369)   76,856
                                                 --------  --------     -----
      Total capitalization.....................  $  8,739  $ 82,220     $
                                                 ========  ========     =====
</TABLE>

  For a description of the assumptions underlying the pro forma and pro forma
as adjusted data, see "Prospectus Summary--Summary Financial Information."

                                       25
<PAGE>

                                    DILUTION

  The pro forma net tangible book value of our common stock on July 31, 1999
was $74.1 million, or approximately $2.76 per share. Pro forma net tangible
book value per share represents the amount of our total tangible assets less
total liabilities divided by the number of shares of common stock outstanding
on a pro forma basis. For a description of the assumptions underlying the pro
forma data, see "Prospectus Summary--Summary Financial Information." Dilution
in pro forma net tangible book value per share represents the difference
between the amount per share paid by purchasers of shares of our common stock
in this offering and the pro forma net tangible book value per share of our
common stock immediately afterwards. After giving effect to our sale of
shares of common stock offered by this prospectus at an assumed initial public
offering price of $      per share and after deducting the estimated
underwriting discounts and offering expenses payable by us, our pro forma net
tangible book value would have been $     million, or approximately $      per
share. This represents an immediate increase in pro forma net tangible book
value of $      per share to existing stockholders and an immediate dilution in
pro forma net tangible book value of $      per share to new investors.

<TABLE>
   <S>                                                             <C>   <C>
   Estimated initial public offering price per share..............       $
     Pro forma net tangible book value per share as of July 31,
      1999........................................................ $2.76
     Increase per share attributable to new investors.............
                                                                   -----
   Adjusted pro forma net tangible book value per share after the
    offering......................................................
                                                                         -----
   Dilution in pro forma net tangible book value per share to new
    investors.....................................................       $
                                                                         =====
</TABLE>

  This table excludes all options and warrants that will remain outstanding
upon completion of this offering. As of July 31, 1999, there were options
outstanding to purchase a total 3,781,810 shares of common stock, with a
weighted average exercise price of $1.33 per share. As of September 14, 1999,
there were warrants outstanding to purchase 7,704,503 shares of our common and
preferred stock with a weighted average exercise price of $10.62 per share. The
exercise of outstanding options and warrants having an exercise price less than
the offering price would increase the dilutive effect to new investors.

  The following table sets forth, as of July 31, 1999, the differences between
the number of shares of common stock purchased from us, the total price and the
average price per share paid by existing stockholders and by the new investors,
before deducting estimated underwriting discounts and offering expenses payable
by us, assuming an initial public offering price of           per share.

<TABLE>
<CAPTION>
                                  Shares Purchased  Total Consideration  Average
                                 ------------------ --------------------  Price
                                                                           Per
                                   Number   Percent    Amount    Percent  Share
   <S>                           <C>        <C>     <C>          <C>     <C>
   Existing stockholders........ 26,852,496      %  $162,128,000      %   $6.04
   New investors................
                                 ----------   ---   ------------   ---
     Total......................              100%  $              100%
                                 ==========   ===   ============   ===
</TABLE>

  The existing stockholder amounts in the table above have been calculated on a
pro forma basis.

  If the underwriters' over-allotment option is exercised in full, the number
of shares held by new public investors will be increased to           or
approximately          % of the total numbers of shares of our common stock
outstanding after this offering.

                                       26
<PAGE>

                            SELECTED FINANCIAL DATA

  The selected statement of operations data presented below for the years ended
January 31, 1997, 1998 and 1999, and the balance sheet data as of January 31,
1998 and 1999 are derived from our financial statements, which have been
audited and are included elsewhere in this prospectus. The balance sheet data
as of January 31, 1997 is derived from audited financial statements not
included in this prospectus. The statement of operations data for the period
from inception to January 31, 1996 and the six months ended July 31, 1998 and
1999 and the balance sheet data at January 31, 1996 and July 31, 1999 are
derived from our unaudited financial statements. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
audited financial statements and include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of our results
of operations for such periods and financial condition at such dates. The
historical results presented below are not necessarily indicative of the
results to be expected for any future period. The selected financial data set
forth is qualified in its entirety by, and should be read in conjunction with,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto included elsewhere
in this prospectus.

<TABLE>
<CAPTION>
                           Inception                                 Six Months
                            through   Years Ended January 31,      Ended July 31,
                          January 31, --------------------------  -----------------
<S>                       <C>         <C>      <C>      <C>       <C>      <C>
<CAPTION>
                             1996      1997     1998      1999     1998      1999
                          (unaudited)                               (unaudited)
<S>                       <C>         <C>      <C>      <C>       <C>      <C>
                                  (In thousands, except per share data)
Statement of Operations
 Data:
Revenues:
  Transaction...........    $  129    $   253  $ 2,098  $  4,932  $ 2,090  $  4,862
  Professional service..        14        329      903     1,515      619       736
                            ------    -------  -------  --------  -------  --------
   Total revenues.......       143        582    3,001     6,447    2,709     5,598
Cost of revenues........        17        134    1,680     4,292    1,623     3,973
                            ------    -------  -------  --------  -------  --------
Gross profit............       126        448    1,321     2,155    1,086     1,625
Operating expenses:
  Research and
   development..........       118        906    2,266     4,113    1,726     1,819
  Sales and marketing...       109      1,030    2,393     5,732    2,522     3,612
  General and
   administrative.......        81      1,962    2,887     6,127    2,687     6,973
  Stock-based
   compensation.........       --          20      103     2,005      561     9,416
                            ------    -------  -------  --------  -------  --------
   Total operating
    expenses............       308      3,918    7,649    17,977    7,496    21,820
                            ------    -------  -------  --------  -------  --------
Loss from operations....      (182)    (3,470)  (6,328)  (15,822)  (6,410)  (20,195)
Interest income
 (expense), net.........       --          43      (30)      186      (69)     (134)
                            ------    -------  -------  --------  -------  --------
Net loss................    $ (182)   $(3,427) $(6,358) $(15,636) $(6,479) $(20,329)
                            ======    =======  =======  ========  =======  ========
Basic and diluted net
 loss per share.........    $(0.06)   $ (1.21) $ (1.81) $  (3.97) $ (1.70) $  (5.00)
Shares used in computing
 basic and diluted net
 loss per share.........     3,000      2,827    3,537     3,957    3,823     4,071
Pro forma basic and
 diluted net loss per
 share..................                                $  (1.05)          $  (1.25)
Shares used in computing
 pro forma basic and
 diluted net loss per
 share..................                                  14,917             16,199
</TABLE>

<TABLE>
<CAPTION>
                                  As of January 31,
                         --------------------------------------  As of July 31,
                            1996      1997     1998      1999         1999
                         (unaudited)                               (unaudited)
                                           (In thousands)
<S>                      <C>         <C>      <C>      <C>       <C>
Balance Sheet Data:
Cash, cash equivalents
 and short-term
 investments............   $   3     $   579  $ 1,332  $ 15,802     $  6,541
Working capital
 (deficit)..............    (143)       (152)    (842)   12,089       (2,203)
Total assets............     146       1,426    4,390    20,806       18,939
Total stockholders'
 deficit................    (185)     (3,558)  (9,854)  (23,541)     (34,369)
</TABLE>

                                       27
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. We use words such as "anticipates,"
"believes," "plans," "expects," "future," "intends" and similar expressions to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the growth of the Internet and electronic commerce markets.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. GetThere.com's
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by GetThere.com
described in "Risk Factors" and elsewhere in this prospectus. You should read
the following discussion in conjunction with the "Selected Financial Data" and
our financial statements and related notes included elsewhere in this
prospectus.

Overview

  We are a leading provider of Internet-based travel procurement and supply
solutions primarily for businesses and travel suppliers. Our business model has
developed over time to increasingly focus on the business-to-business market.
We were incorporated in August 1995 as Internet Travel Network Inc., and we
changed our name to GetThere.com, Inc. in July 1999. In 1995, we launched our
www.itn.net Web site, an Internet-based travel reservation system targeted at
consumers and small businesses. In response to interest from Internet-based
content and electronic commerce providers and travel agencies, which we call
our ePartners, we began to private label and co-brand our travel solutions. In
1996, we introduced ITN Global Manager, an Internet-based travel procurement
solution for businesses. In 1997, we introduced ITN FlightRez, an Internet-
based travel supplier solution. In 1998, we continued to expand our customer
base for our ITN Global Manager solution, and we expanded our relationship with
United Air Lines to include online offerings of unused capacity and the ability
to provide online one-way ticket upgrades. In 1999, we continued to expand our
relationship with United Air Lines by offering online frequent flyer mileage
redemption. We recently entered into commercial relationships with American
Express Travel Related Services and Northwest Airlines and entered into non-
binding letters of intent with America West Airlines and Air Canada to
implement our solutions on their Web sites.

  Our business customer base has grown from 14 at April 30, 1997 to 53 at July
31, 1999. Our travel supplier customer base has grown from zero at April 30,
1997 to five at July 31, 1999, including United Air Lines, the second largest
North American airline in terms of the number of passengers. The number of
travel-related transactions that we have processed has grown from approximately
18,000 in the quarter ending April 30, 1997 to approximately 306,000 in the
quarter ending July 31, 1999.

  We generate revenues primarily from processing travel-related transactions,
such as booking and ticketing reservations, and performing professional
services. These revenues are generated from business customers using our ITN
Global Manager solution, from travel suppliers using our ITN FlightRez solution
and from ePartners using our ePartner solution. Transaction revenues are
comprised of fees and commissions earned in connection with the booking or
ticketing of a reservation and providing related traveler support services. In
addition, our transaction revenues include fees received from computer
reservation system companies, hosting fees and the sale of advertising on our
www.itn.net Web site and the Web sites of some of our ePartners. Transaction
revenues are recognized as the transactions are performed or when the
commission is received or, with respect to hosting fees, when invoiced. In the
case of advertising, we recognize revenues on a per impression basis after a
specified minimum number of impressions have been delivered. Professional
service revenues primarily consist of implementation and customization fees
associated with the deployment and on-going customization of our solutions.
Professional service revenues are recognized as performed.

  Under our agreement with American Express, we will be entitled to receive
fixed quarterly payments. A portion of the fixed payments will be subject to
reimbursement if a specified number of visitors to www.itn.net

                                       28
<PAGE>

and www.itn.com do not register on American Express' site. In addition, we will
be entitled to receive transaction fees with guaranteed annual minimums. Our
annual minimums are subject to reduction based upon failure to meet specified
development timetables.

  Our gross margins are affected by numerous factors, such as the mix of
transaction revenues and professional service revenues, and the mix of
transaction revenues from businesses, travel suppliers and ePartners. We
generally receive higher gross margins on transaction revenues than from
professional service revenues, higher gross margins from business customers
than from travel supplier customers, and higher gross margins from travel
supplier customers than from ePartners. Our gross margins are also affected by
personnel and infrastructure expenditures, which are expected to increase
substantially in the future. As a result, our gross margins will decrease
unless we are able to significantly increase our revenues. Furthermore, we will
incur greater costs of revenues due to the costs of developing and operating
our recently acquired traveler support center in Fort Lauderdale, Florida.
These costs may negatively impact our gross margins for the quarter ending
October 31, 1999 and may also have a negative impact on our gross margins in
subsequent quarters.

  Stock-based compensation represents the difference between the deemed fair
value of our common stock on the date options were granted or stock was issued
and the exercise or purchase price of our options or stock. This amount is
included as a reduction of stockholders' equity and is amortized over the
vesting period of the individual options or stock, generally four years. We
recorded amortization of stock-based compensation in the amount of $2.0 million
for the year ended January 31, 1999 and $9.4 million for the six months ended
July 31, 1999 in connection with the grant of certain stock options and
issuances of stock to employees and other service providers. As of July 31,
1999, we had a total of $36.5 million remaining to be amortized over the
corresponding vesting periods of the stock options or stock. We anticipate the
amortization of stock-based compensation will approximate $21.2 million for
fiscal 2000 (including the $9.4 million recorded for the six months ended
July 31, 1999), $14.6 million for fiscal 2001, $7.7 million for fiscal 2002,
$3.3 million for fiscal 2003 and $430,000 for fiscal 2004, which includes the
impact of option grants subsequent to July 31, 1999.

  In August and September 1999, we sold an aggregate of 1,875,423 shares of
series C preferred stock at a purchase price of $5.125 per share. We expect to
record a charge in an amount equal to the difference between the fair value of
the series C preferred stock at the time the redemption features of the series
C preferred stock terminate and the amount paid for the stock. In August and
September 1999, we issued a warrant to purchase an aggregate of 375,000 shares
of common stock, a warrant to purchase an aggregate of 1,136,821 shares of
series C preferred stock and warrants to purchase an aggregate of 2,160,046
shares of series E preferred stock. There may be significant charges associated
with these issuances.

  In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C preferred stock to Northwest Airlines at an exercise
price of $5.125 per share. The exercise of this warrant is subject to the
satisfaction of certain specified conditions prior to August 27, 2001. We will
record an expense for the Northwest Airlines warrant to the extent the exercise
price is lower than the market value of our common stock if and when the
specified conditions are achieved. We cannot currently quantify the amount of
this expense, however it may be significant and could be recorded in any
quarter through October 31, 2001. See "Risk Factors--Our results of operations
will be harmed by the amortization of stock-based compensation and other stock
issuances."

  We have incurred significant operating losses since our inception and, as of
July 31, 1999, had an accumulated deficit of $45.9 million. We anticipate that
our losses will continue to increase significantly for the forseeable future as
we continue to increase our operating expenses. For example, we expect to
increase operating expenses to support our strategic relationship with American
Express and the development and implementation of a Web site for Northwest
Airlines through which Northwest Airlines intends to offer low fare tickets.
Furthermore, if we expand our relationship with Northwest Airlines by
implementing our solutions for Northwest Airlines' primary Web site,
www.nwa.com or enter into definitive agreements with America West Airlines or
Air Canada, we expect to incur significant additional expenses. We are also
relocating our corporate headquarters from Palo Alto, California to Menlo Park,
California, and have recently established an engineering design center in
Dallas, Texas.


                                       29
<PAGE>

  As a result of our compensation expenses, expenses associated with the recent
issuances of our securities, and other operating expenses related to the growth
of our business, we expect our net loss and net loss attributable to common
stockholders for the quarter ending October 31, 1999 to increase significantly.
In addition, we expect the rate at which future losses will be incurred will
increase significantly from current levels.

  We have never recorded a provision for income taxes. As of July 31, 1999, we
had net operating loss carry-forwards for federal income tax purposes of
approximately $19.8 million and for state income tax purposes of approximately
$13.8 million. These federal and state income tax loss carry-forwards are
available to reduce future taxable income and expire at various dates through
2019. We cannot assure you that we will be able to generate sufficient taxable
income to utilize these income tax loss carry-forwards. In addition, under the
provisions of the Internal Revenue Code, certain changes in our ownership may
limit the amount of net operating loss carry-forwards that we may utilize
annually to offset taxable income in the future.

  United Air Lines, one of our principal stockholders through its wholly owned
subsidiary Covia LLC, directly accounted for $1.9 million and $1.6 million or
approximately 33.8% and 24.8% of our total revenues for the six months ended
July 31, 1999 and for the fiscal year ended January 31, 1999. Our service
agreement with United Air Lines can be terminated by either party for any
reason by providing the other party with 180 days prior notice. Because a
significant amount of our revenues has been and is expected to continue to be
derived from United Air Lines, we are dependent on our relationship with United
Air Lines. We expect that in the near term the percentage of our revenues
derived from United Air Lines will increase. Any disruption of this
relationship would significantly harm our business and operating results.

  We have experienced and expect to continue to experience seasonality in our
business, reflecting seasonal fluctuations in the travel industry, Internet
usage and advertising expenditures. Business travel bookings typically decline
during the fourth quarter of each calendar year due to decreased business
travel during the holiday season. Furthermore, consumer travel bookings
typically increase during the second quarter of each calendar year in
anticipation of summer travel. Internet usage and the rate of growth of such
usage typically decline during the summer.

Results of Operations

  The following table sets forth our results of operations as a percentage of
revenues:

<TABLE>
<CAPTION>
                                                               Six Months
                                    Fiscal Year Ended             Ended
                                       January 31,              July 31,
                                   ------------------------   ---------------
                                    1997     1998     1999     1998     1999
                                                               (unaudited)
<S>                                <C>      <C>      <C>      <C>      <C>
Revenues:
  Transaction.....................   43.5%    69.9%    76.5%    77.2%    86.9%
  Professional service............   56.5     30.1     23.5     22.8     13.1
                                   ------   ------   ------   ------   ------
    Total revenues................  100.0    100.0    100.0    100.0    100.0
Cost of revenues..................   23.0     56.0     66.6     59.9     71.0
                                   ------   ------   ------   ------   ------
Gross margin......................   77.0     44.0     33.4     40.1     29.0
Operating expenses:
  Research and development........  155.7     75.5     63.8     63.7     32.5
  Sales and marketing.............  177.0     79.8     88.9     93.1     64.5
  General and administrative......  337.1     96.2     95.0     99.2    124.5
  Stock-based compensation........    3.4      3.4     31.1     20.7    168.2
                                   ------   ------   ------   ------   ------
    Total operating expenses......  673.2    254.9    278.8    276.7    389.7
                                   ------   ------   ------   ------   ------
Loss from operations.............. (596.2)  (210.9)  (245.4)  (236.6)  (360.7)
Interest income (expense), net....    7.4     (1.0)     2.9     (2.6)    (2.4)
                                   ------   ------   ------   ------   ------
Net loss.......................... (588.8)% (211.9)% (242.5)% (239.2)% (363.1)%
                                   ======   ======   ======   ======   ======
</TABLE>


                                       30
<PAGE>

Comparison of Six Months Ended July 31, 1998 and 1999

  Revenues. Revenues increased 106.6% from $2.7 million for the six months
ended July 31, 1998 to $5.6 million for the six months ended July 31, 1999 due
primarily to increased transactions from business customers, travel supplier
customers and ePartners. Transaction revenues increased 132.6% from $2.1
million for the six months ended July 31, 1998 to $4.9 million for the six
months ended July 31, 1999. This increase was primarily due to an increase in
the number of transactions processed which resulted from increased adoption
rates of our products with existing customers, the addition of new customers,
and the growth in hosting revenues from new and existing customers as our
installed base has grown. Transactions increased 164.7% from 204,000 for the
six months ended July 31, 1998 to 540,000 for the six months ended July 31,
1999. Professional service revenues increased 18.9% from $619,000 for the six
months ended July 31, 1998 to $736,000 for the six months ended July 31, 1999.
This increase was primarily due to increased implementation services to support
the growth in our customer base and, to a lesser extent, increased
customization services for our existing customers.

  Cost of Revenues. Cost of revenues is predominately comprised of transaction
and personnel costs. These costs include costs associated with outside
consultants, commission sharing with some of our ePartners, printing and
delivery costs of tickets, computer reservation system charges, advertising
agency fees and personnel costs associated with operating our transaction
systems and providing traveler support. Our cost of revenues increased from
$1.6 million or 59.9% of revenues for the six months ended July 31, 1998 to
$4.0 million or 71.0% of revenues for the six months ended July 31, 1999. This
increase in dollars resulted primarily from personnel expenses related to the
hiring and training of additional personnel, equipment and material purchases
and outside consultants. Our gross margins declined from 40.1% for the six
months ended July 31, 1998 to 29.0% for the six months ended July 31, 1999 due
to our investments in additional personnel and infrastructure to increase our
transaction processing capacity in anticipation of future growth.

  Research and Development. Research and development expenses consist
principally of personnel costs, equipment expenses, recruiting costs and
consulting fees relating to the development and enhancement of our solutions.
Research and development expenses increased from $1.7 million or 63.7% of
revenues for the six months ended July 31, 1998 to $1.8 million or 32.5% of
revenues for the six months ended July 31, 1999. This increase in dollars was
due primarily to the addition of personnel and was partially offset by a
reduction in consulting fees and other expenses. We believe that continued
investment in research and development is critical to attaining our strategic
objectives and, as a result, we expect research and development expenses to
increase significantly in absolute dollars for the foreseeable future. We have
recently established a second engineering development center in Dallas, Texas.
For the quarters ending October 31, 1999 and January 31, 2000, we expect to
increase the number of personnel in our California and Texas engineering
development centers. These events are expected to significantly increase our
research and development expenditures.

  Sales and Marketing. Sales and marketing expenses consist primarily of
payroll and related expenses, sales commissions, consulting fees, advertising,
public relations and promotional expenditures and costs relating to the
distribution and sale of our solutions, including travel and entertainment
expenses. Sales and marketing expenses increased from $2.5 million or 93.1% of
revenues for the six months ended July 31, 1998 to $3.6 million or 64.5% of
revenues for the six months ended July 31, 1999. This increase in dollars was
due primarily to the addition of personnel, increased promotional and
advertising expenditures, and costs associated with the sale and distribution
of our solutions. We expect to significantly increase our sales and marketing
activities including establishing additional sales offices globally as well as
increasing our sales and marketing expenditures both domestically and
internationally, particularly with respect to advertising expenditures. As a
result, we expect our sales and marketing expenses will increase significantly
in absolute dollars for the foreseeable future.

  General and Administrative. General and administrative expenses consist of
payroll and related expenses for management, accounting and administrative
personnel, depreciation of equipment and software, insurance, recruiting,
professional services, facilities and other general corporate expenses. General
and administrative

                                       31
<PAGE>

expenses increased from $2.7 million or 99.2% of revenues for the six months
ended July 31, 1998 to $7.0 million or 124.5% of revenues for the six months
ended July 31, 1999. This increase in dollars was due primarily to the
accelerated depreciation of leasehold improvements associated with our current
facilities, an increase in the number of employees focused on general and
administrative functions, and an increase in consulting services, recruiting
costs, depreciation and other general corporate expenses. To accommodate our
growth in headcount, we expect to move our corporate headquarters to Menlo
Park, California in the quarter ending October 31, 1999. We expect to incur
non-recurring expenditures related to the move, particularly in the quarter
ending October 31, 1999, and increased ongoing expenditures related to this new
facility. We expect general and administrative expenses to increase in dollars
in future periods as we expand our staff and incur additional costs related to
the growth of our business and the administration of a public company.

  Stock-Based Compensation. We recorded aggregate stock-based compensation of
$561,000 for the six months ended July 31, 1998 and $9.4 million for the six
months ended July 31, 1999.

  Interest Income (Expense), Net. Interest income (expense), net includes
income from our cash investments, net of expenses related to our financing
obligations. Our interest expense of approximately $69,000 for the six months
ended July 31, 1998 increased to approximately $134,000 for the six months
ended July 31, 1999. This increase was attributable to an increase in interest
paid on financing obligations and a decrease in interest income due to lower
invested cash balances.

Comparison of Fiscal Years Ended January 31, 1997, 1998 and 1999

  Revenues. Revenues increased 415.6% from $582,000 for the fiscal year ended
January 31, 1997 to $3.0 million for the fiscal year ended January 31, 1998,
due primarily to an increase in the number of transactions from businesses and
ePartners. Transaction revenues increased 729.2% from $253,000 for the fiscal
year ended January 31, 1997 to $2.1 million for the fiscal year ended January
31, 1998. This increase was primarily due to an increase in the number of
transactions processed which resulted from increased adoption rates of our
solutions by our existing customers, and the addition of new customers.
Professional service revenues increased 174.5% from $329,000 for the fiscal
year ended January 31, 1997 to $903,000 for the fiscal year ended January 31,
1998. The increase resulted primarily from growth in the number of new customer
implementations, including services provided to United Air Lines in the second-
half of the fiscal year ended January 31, 1998.

  Revenues increased 114.8% from $3.0 million for the fiscal year ended January
31, 1998 to $6.4 million for the fiscal year ended January 31, 1999, due
primarily to an increase in the number of transactions from businesses, travel
suppliers and ePartners. Transaction revenues increased 135.1% from $2.1
million for the fiscal year ended January 31, 1998 to $4.9 million for the
fiscal year ended January 31, 1999. This increase was primarily due to an
increase in the number of transactions processed which resulted from increased
adoption rates of our solutions by our existing customers, the addition of new
customers, and the growth in hosting revenues from new and existing customers.
The number of transactions grew 294.6% from 130,000 for the fiscal year ended
January 31, 1998 to 513,000 for the fiscal year ended January 31, 1999.
Professional service revenues increased 67.8% from $903,000 for the fiscal year
ended January 31, 1998 to $1.5 million for the fiscal year ended January 31,
1999. This increase was primarily due to an increase in the number of custom
development projects for new and existing customers and growth in the number of
implementations for new customers.

  Cost of Revenues. Cost of revenues increased from $134,000 or 23.0% of
revenues for the fiscal year ended January 31, 1997 to $1.7 million or 56.0% of
revenues for the fiscal year ended January 31, 1998. This increase in dollars
primarily resulted from hiring and training of additional personnel for
customer support, implementation services and data center operations, and costs
associated with integrating our dedicated traveler support center during the
second half of the year ended January 31, 1998. Cost of revenues increased to
$4.3 million or 66.6% of revenues for the fiscal year ended January 31, 1999.
This increase in dollars primarily resulted from the hiring and training of
additional personnel for customer support, implementation services and data
center operations.

                                       32
<PAGE>

  Gross margins declined from 77.0% for the fiscal year ended January 31, 1997
to 44.0% for the fiscal year ended January 31, 1998. This decrease was
primarily due to an increase in spending associated with the addition of our
traveler support organization and investments in additional personnel and
infrastructure in anticipation of future growth. Gross margins declined further
to 33.4% for the fiscal year ended January 31, 1999 due to our investment in
additional personnel and infrastructure to add transaction processing capacity
in anticipation of future growth.

  Research and Development. Research and development expenses increased from
$906,000 or 155.7% of revenues for the fiscal year ended January 31, 1997 to
$2.3 million or 75.5% of revenues for the fiscal year ended January 31, 1998
and to $4.1 million or 63.8% of revenues for the fiscal year ended January 31,
1999. These increases in dollars were primarily due to the addition of
personnel, equipment and consulting fees to support the continued development
of our solutions.

  Sales and Marketing. Sales and marketing expenses increased from $1.0 million
or 177.0% of revenues for the fiscal year ended January 31, 1997 to $2.4
million or 79.8% of revenues for the fiscal year ended January 31, 1998 and to
$5.7 million or 88.9% of revenues for the fiscal year ended January 31, 1999.
These increases in dollars were primarily due to the addition of personnel,
increased promotional and advertising expenditures, and increased expenses
associated with the sale and distribution of our solutions.

  General and Administrative. General and administrative expenses increased
from $2.0 million or 337.1% of revenues for the fiscal year ended January 31,
1997 to $2.9 million or 96.2% of revenues for the fiscal year ended January 31,
1998. This increase in dollars was primarily due to an increase in the number
of employees and related recruiting costs, depreciation and other general
corporate expenses, partially offset by a decrease in professional services.
General and administrative expenses increased to $6.1 million or 95.0% of
revenues for the fiscal year ended January 31, 1999. This increase in dollars
primarily resulted from an increase in personnel and related recruiting costs,
depreciation, an increase in professional services and other general corporate
expenses.

  Stock-based Compensation. We recorded aggregate stock-based compensation of
$20,000 in the fiscal year ended January 31, 1997, $103,000 in the fiscal year
ended January 31, 1998, and $2.0 million in the fiscal year ended January 31,
1999.

  Interest Income (Expense), Net. Our interest income was $43,000 for the
fiscal year ended January 31, 1997, declining to interest expense of $30,000
for the fiscal year ended January 31, 1998 and then increasing to interest
income of $186,000 for the fiscal year ended January 31, 1999. The decrease for
the year ended January 31, 1998 was due to an increase in interest paid on
financing obligations and a decrease in interest income resulting from lower
invested cash balances. The increase to net interest income in the year ended
January 31, 1999 was due to an increase in interest income due to higher
invested cash balances resulting from our series C preferred stock financing.

                                       33
<PAGE>

Selected Quarterly Results of Operations

  The following tables set forth our unaudited statement of operations data for
each of the six most recent quarters, and the percentage of total revenues
represented by each item. This data has been derived from unaudited financial
statements which, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of this information when read in conjunction with our annual
audited financial statements and related notes. You should not draw any
conclusions about our future results from the results of operations for any
quarter.

<TABLE>
<CAPTION>
                                           Three Months Ended
                         ---------------------------------------------------------------
                         April 30,  July 31,   Oct. 31,   Jan. 31,   April 30,  July 31,
                           1998       1998       1998       1999       1999       1999
                                        (In thousands, unaudited)
<S>                      <C>        <C>        <C>        <C>        <C>        <C>
Revenues:
  Transaction...........  $ 1,057   $ 1,033    $ 1,372    $ 1,470     $ 1,930   $  2,932
  Professional service..      253       366        451        445         380        356
                          -------   -------    -------    -------     -------   --------
    Total revenues......    1,310     1,399      1,823      1,915       2,310      3,288
Cost of revenues........      763       860      1,258      1,411       1,655      2,318
                          -------   -------    -------    -------     -------   --------
Gross profit............      547       539        565        504         655        970
Operating expenses:
  Research and
   development..........      829       897      1,065      1,322         873        946
  Sales and marketing...    1,270     1,252      1,520      1,690       1,580      2,032
  General and
   administrative.......    1,269     1,418      1,762      1,678       2,376      4,597
  Stock-based
   compensation.........      170       391        479        965       3,523      5,893
                          -------   -------    -------    -------     -------   --------
    Total operating
     expenses...........    3,538     3,958      4,826      5,655       8,352     13,468
                          -------   -------    -------    -------     -------   --------
Loss from operations....   (2,991)   (3,419)    (4,261)    (5,151)     (7,697)   (12,498)
Interest income
 (expense), net.........     (111)       42        140        115         (12)      (122)
                          -------   -------    -------    -------     -------   --------
Net loss................  $(3,102)  $(3,377)   $(4,121)   $(5,036)    $(7,709)  $(12,620)
                          =======   =======    =======    =======     =======   ========
<CAPTION>
                                    As a Percentage of Total Revenues
                         ---------------------------------------------------------------
                         April 30,  July 31,   Oct. 31,   Jan. 31,   April 30,  July 31,
                           1998       1998       1998       1999       1999       1999
                                               (unaudited)
<S>                      <C>        <C>        <C>        <C>        <C>        <C>
Revenues:
  Transaction...........     80.7 %    73.8 %     75.3 %     76.8 %      83.5 %     89.2 %
  Professional service..     19.3      26.2       24.7       23.2        16.5       10.8
                          -------   -------    -------    -------     -------   --------
    Total revenues......    100.0     100.0      100.0      100.0       100.0      100.0
Cost of revenues........     58.2      61.5       69.0       73.7        71.6       70.5
                          -------   -------    -------    -------     -------   --------
Gross margin............     41.8      38.5       31.0       26.3        28.4       29.5
Operating expenses:
  Research and
   development..........     63.3      64.1       58.4       69.0        37.8       28.8
  Sales and marketing...     97.0      89.5       83.4       88.3        68.4       61.8
  General and
   administrative.......     96.8     101.3       96.7       87.6       102.9      139.8
  Stock-based
   compensation.........     13.0      28.0       26.3       50.4       152.5      179.2
                          -------   -------    -------    -------     -------   --------
    Total operating
     expenses...........    270.1     282.9      264.8      295.3       361.6      409.6
                          -------   -------    -------    -------     -------   --------
Loss from operations....   (228.3)   (244.4)    (233.8)    (269.0)     (333.2)    (380.1)
Interest income
 (expense), net.........     (8.5)      3.0        7.7        6.0        (0.5)      (3.7)
                          -------   -------    -------    -------     -------   --------
Net loss................   (236.8)%  (241.4)%   (226.1)%   (263.0)%    (333.7)%   (383.8)%
                          =======   =======    =======    =======     =======   ========
</TABLE>


                                       34
<PAGE>

  The number of transactions that we process has increased in all of the
quarters presented due to the addition of new customers and increased adoption
by our existing customers. Transaction revenues grew in conjunction with growth
in the number of transactions processed by us except in the quarter ending July
31, 1998, which was negatively impacted by the reduction in the commission rate
paid by several airlines to all travel agencies. Professional service revenues
are driven by implementations for new customers, and customization projects for
new and existing customers. Because the growth in the number of our customers
has fluctuated, and because customization work varies, professional service
revenues have fluctuated on a quarter-to-quarter basis. The decline in gross
margin from the quarter ending April 30, 1998 through the quarter ending
January 31, 1999 was primarily attributable to a reduction in commission rates
paid by airlines, a reduction in implementation pricing and an increase in
infrastructure related expenditures. The increase in gross margin during the
quarters ended April 30, 1999 and July 31, 1999, was primarily attributable to
transaction volumes increasing faster than costs.

  Research and development expenses increased in the quarters ended October 31,
1998 and January 31, 1999 primarily due to fees paid to consultants for
developing the capabilities of our data center. The decline in research and
development expenses as a percentage of revenues from the quarter ended January
31, 1999 through the quarter ended July 31, 1999, was primarily a result of the
completion of the data center review by outside consultants and slower than
expected hiring of technical staff. We expect research and development spending
to increase from current levels. The decline in sales and marketing expenses as
a percentage of revenues from the quarter ended January 31, 1999 through the
quarter ended July 31, 1999 was primarily the result of an increase in
transaction revenues and a decrease in personnel related costs. General and
administrative expenses decreased in the quarter ended January 31, 1999 due to
fewer salaries paid as a result of management departures. These salary expenses
increased in the following quarter due to increased hiring, particularly of
management personnel. The increase in general and administrative expenses as a
percentage of revenues from the quarter ended January 31, 1999 through the
quarter ended July 31, 1999 was attributable primarily to accelerated
depreciation of leasehold improvements associated with our current facility, an
increase in general and administrative employees and an increase in consulting
fees and depreciation expense.

  We believe that quarter-to-quarter comparisons of our revenues and operating
results are not necessarily meaningful, and that such comparisons may not be
accurate indicators of future performance. The operating results of companies
in the travel and electronic commerce industries have in the past experienced
significant quarter-to-quarter fluctuations. We expect our revenues and
operating results to vary significantly from quarter to quarter due to a number
of factors, including:

  . our ability to satisfy customer demand, retain existing customers and
    attract new customers;

  . varying adoption rates of our solutions;

  . the timing and expense of expanding our operations;

  . the mix of transaction revenues and professional service revenues;

  . the mix of transaction revenues from businesses, travel suppliers and
    ePartners;

  . our ability to obtain market acceptance of new solutions and upgrades;

  . product introductions by us and our competitors;

  . our ability to attract, integrate and retain key personnel;

  . changes in the rate of Internet usage and electronic commerce;

  . changes in our pricing policies or the pricing policies of our
    competitors;

  . changes in inventory availability from travel suppliers or commission
    rates paid by travel suppliers;

  . our ability to upgrade and develop our systems and infrastructure without
    disrupting our operations;

  . technical difficulties with our systems or system down time;

                                       35
<PAGE>

  . difficulties accessing computer reservation systems or travel suppliers'
    systems;

  . costs related to the acquisition of businesses or technologies; and

  . unforeseen events affecting the travel or electronic commerce industries.

  Furthermore, we currently expect that a majority of our revenues for the
foreseeable future will come from fees and commissions paid to us by our
customers using our ITN Global Manager, ITN FlightRez and ePartner solutions.
The volume and timing of these fees and commissions are difficult to predict
because the online market for these products and services is in its infancy. As
with other companies in our industry, our operating expenses, which include
sales and marketing, research and development, general and administrative
expenses, and stock-based compensation are based on our expectations of future
revenues and are relatively fixed in the short term. As a result, a delay in
generating or recognizing revenues for any reason could cause significant
variations in our operating results from quarter to quarter and could result in
greater than expected operating losses. Consequently, in future quarters our
operating results may fall below the expectations of public market analysts and
investors and, as a result, the price of our common stock may fall.
Additionally, despite our sequential quarterly revenue growth during fiscal
1999, we expect future growth rates to decline. You should not draw any
conclusions about our future growth rates from our historical growth rates.

Liquidity and Capital Resources

  We have financed our operations primarily through private sales of capital
stock, bank loans and equipment leases. From inception through July 31, 1999,
we have raised approximately $35.9 million through the sale of preferred stock.
As of July 31, 1999, we had $6.5 million in cash, cash equivalents and short-
term investments, and $(2.2) million in working capital. During August and
September 1999 we entered into financing agreements for the sale of our series
C and series E redeemable convertible preferred stock. As of September 14, 1999
net proceeds from the sale of series C and series E preferred stock were $22.9
million. Upon termination of the waiting period under the Hart-Scott-Rodino
Act, we expect to receive additional net proceeds of $49.8 million from the
sale of series C and series E preferred stock.

  Net cash used in operating activities was $3.0 million for the fiscal year
ended January 31, 1997 and was attributable primarily to our net loss of $3.4
million. Net cash used in operating activities was $4.6 million for the fiscal
year ended January 31, 1998 and was attributable primarily to our net loss of
$6.4 million, an increase in accounts receivable of $627,000 partially offset
by an increase in deferred revenue of $591,000 resulting from increased
revenues, and an increase in accounts payable and accrued liabilities of $1.2
million resulting from increased expenses. Net cash used in operating
activities was $11.4 million for the fiscal year ended January 31, 1999 and was
attributable primarily to our net loss of $15.6 million, partially offset by
depreciation and amortization of $1.5 million, and amortization of unearned
compensation of $2.0 million. Net cash used in operating activities was
$5.1 million for the six months ended July 31, 1998 and was attributable
primarily to our net loss of $6.5 million, partially offset by depreciation and
amortization of $633,000, and amortization of unearned compensation of
$561,000. Net cash used in operating activities was $6.9 million for the six
months ended July 31, 1999 and was attributable primarily to our net loss of
$20.3 million, partially offset by depreciation and amortization of $1.8
million, amortization of unearned compensation of $9.4 million, and an increase
in accounts payable and accrued liabilities of $2.8 million resulting from
increased expenses.

  Net cash used in investing activities was $737,000 for the fiscal year ended
January 31, 1997, was $2.0 million for the fiscal year ended January 31, 1998
and was $10.5 million for the fiscal year ended January 31, 1999 and was
primarily attributable to short-term investing of cash to generate interest
income and the acquisition of property and equipment, which consists primarily
of computer equipment, leasehold improvements, and furniture and fixtures.
Property and equipment purchases were $637,000 for the fiscal year ended
January 31, 1997, $2.0 million for the fiscal year ended January 31, 1998 and
$2.9 million for the fiscal year ended January 31, 1999. Additionally,
$7.5 million of cash was used for short-term investing to generate interest
income during the fiscal year ended January 31, 1999. Net cash used in
investing activities of $7.0

                                       36
<PAGE>

million for the six months ended July 31, 1998 was primarily attributable to
$1.9 million used for purchases of property and equipment and $5.1 million for
short-term investing to generate interest income. Net cash used in investing
activities of $1.7 million for the six months ended July 31, 1999 was primarily
attributable to $5.2 million for purchases of property and equipment, $800,000
for the acquisition of the assets of our Florida call center and the conversion
of $4.3 million of short-term investments into cash.

  Net cash provided by financing activities was $4.3 million for the fiscal
year ended January 31, 1997 and was primarily attributable to issuing $4.2
million of preferred stock and warrants. Net cash provided by financing
activities of $7.3 million for the fiscal year ended January 31, 1998 was
primarily attributable to issuing $6.5 million of preferred stock and warrants
and securing $838,000 of capital lease and bank net borrowings. Net cash
provided by financing activities for the fiscal year ended January 31, 1999 of
$28.8 million is primarily attributable to issuing $25.2 million of preferred
stock and warrants and securing $3.7 million of capital lease net borrowings.
Net cash provided by financing activities for the six months ended July 31,
1998 of $28.3 million was primarily attributable to issuing $25.2 million of
preferred stock and warrants and securing $3.1 million of capital lease net
borrowings. Net cash provided by financing activities for the six months ended
July 31, 1999 of $3.6 million was primarily attributable to $3.5 million of
capital lease net borrowings.

  Computer equipment is our largest category of purchases of property and
equipment, and we expect to continue to invest significantly in computer
equipment to support the growth in the number of transactions we process and
the amount of data we store in our systems. In addition, we are currently in
the process of establishing additional data center operations in Virginia at
Exodus Communications to accommodate our needs for redundant systems and
additional processing capability to better serve our customers in the eastern
portion of the United States and Europe. We are also currently planning to
establish an engineering development center in Texas to further develop our
solutions. The Virginia data center operations and the planned Texas
engineering development center are expected to increase our expenditures for
new property and equipment. We also anticipate moving to a larger facility
during the quarter ending October 31, 1999, which will increase our
expenditures for new property and equipment.

  We have a term loan for borrowings of up to $500,000 for purchases of
property and equipment. The outstanding principal balance is due in equal
monthly installments of $16,000 ending in October 2000 together with interest
at the bank's prime rate plus 1.75% (9.5% at January 31, 1999). At July 31,
1999, $234,000 was outstanding under this term loan. Borrowings are secured by
all our assets except leased assets. The term loan requires us to meet certain
financial covenants including quick ratio, tangible net worth and profitability
requirements. We also have two equipment lease lines. One lease line is for
$2.1 million and is fully drawn. Our other lease line is for $5.8 million, $5.2
million of which was used at July 31, 1999.

  We expect to experience significant growth in our operating expenses,
particularly in sales and marketing, general and administrative and research
and development expenses in the foreseeable future. As a result, we expect
operating expenses and purchases of property and equipment will constitute the
majority of the future use of our cash resources. In addition, we may use our
cash resources to acquire or make investments in complementary products,
technologies or businesses. We believe the proceeds from the sale of the common
stock in this offering and our current cash resources will be sufficient to
meet our working capital and operating expenditures for the next 12 months.
After that point, we may need to obtain additional equity or debt financing to
meet our cash resource needs. In the event that additional financing is
required, it is uncertain whether or not we would be able to obtain financing
on acceptable terms.

Year 2000 Readiness

  Many computers, software and other equipment include computer code in which
calendar year data is abbreviated to only two digits. As a result of this
design decision, some of these systems could fail to operate or fail to produce
correct results if "00" is interpreted to mean 1900, rather than 2000. These
problems are widely expected to increase in frequency and severity as the year
2000 approaches, and are commonly referred to as the "year 2000 problem."


                                       37
<PAGE>

  General Readiness Assessment. The year 2000 problem may affect the network
infrastructure, computers, software and other equipment that we use, operate or
maintain for our operations. As a result, we have formalized our year 2000
compliance plan, to be implemented by a team of employees, led by Dr. Eric
Sirkin, our vice president of engineering, responsible for the implementation
of our year 2000 projects and reporting their status to our board of directors.
Additionally, according to our year 2000 compliance plan, the project team has
compiled a listing of all mission-critical items, both internally developed and
externally purchased, which may be impacted by the year 2000 problem. We are in
the process of obtaining verification or validation from any independent third
parties whose products and services are deemed mission-critical to our
processes to assess and correct any of our year 2000 problems or the costs
associated with these products and services. We expect to have all third party
verifications, or replacement of the related item, completed by the end of
October 1999. We believe we have identified most of the major computers,
software applications and related equipment used in connection with our
internal operations that will need to be evaluated to determine if they must be
modified, upgraded or replaced to minimize the possibility of a material
disruption to our business. We expect to resolve any year 2000 problems before
the occurrence of any material disruption of our business.

  Assessment of Infrastructure. Beginning in August 1998, we began assessing
the ability of our internally developed and other technologies to operate
properly in the year 2000. We have tested the ability of our internal and other
systems to handle travel-based reservations, bookings, credit card
authorization and other features of our solutions for year 2000 compliance. We
believe that our current internally developed solutions and technologies are
year 2000 compliant. Additionally, as we design and develop new products, we
test them for year 2000 compliance and the ability to distinguish between
various date formats.

  Systems Other than Information Technology Systems. In addition to computers
and related systems, the operation of office and facilities equipment, such as
fax machines, telephone switches, security systems and other common devices may
be affected by the year 2000 problem. We are currently contacting all related
third party suppliers or testing the related items. We expect to have this
process completed and necessary replacements implemented by the end of October
1999.

  Costs of Remediation. We estimate the total cost of completing any required
modifications, upgrades or replacements of our internal systems will not exceed
$50,000, most of which we expect to incur during fiscal 2000. This estimate is
being monitored and we will revise it as additional information becomes
available.

  Based on the activities described above, we do not believe that the year 2000
problem will significantly harm our business or operating results. In addition,
we have not deferred any material information technology projects or equipment
purchases, as a result of our year 2000 problem activities.

  Suppliers. As part of our year 2000 plan, we intend to contact third-party
suppliers of components used in the delivery of our services to identify and,
to the extent possible, resolve issues involving the year 2000 problem.
However, we have limited or no control over the actions of these third-party
suppliers. While we expect that we will be able to resolve any significant year
2000 problems with these third parties, these suppliers might not resolve any
or all year 2000 problems before the occurrence of a material disruption to the
operation of our business. Any failure of these third parties to resolve year
2000 problems with their systems in a timely manner could significantly harm
our business and operating results.

  Most Likely Consequences of Year 2000 Problems. We expect to identify and
resolve all year 2000 problems that could significantly harm our business and
operating results. However, we believe that it is not possible to determine
with complete certainty that all year 2000 problems affecting us have been
identified or corrected. The number of devices and systems that could be
affected and the interactions among these devices and systems are too numerous
to address. In addition, no one can accurately predict which year 2000 problem-
related failures will occur or the severity, timing, duration, or financial
consequences of these potential failures. As a result, we believe that the
following consequences may be possible:


                                       38
<PAGE>

  . operational inconveniences and inefficiencies for us, our suppliers and
    our customers could divert management's time and attention and financial
    and human resources from ordinary business activities;

  . business disputes and claims, due to year 2000 problems experienced by
    our customers and attributed to our services or performance; and

  . serious business disputes alleging that we failed to comply with the
    terms of contracts or industry standards of performance, some of which
    could result in litigation or contract termination.

  Contingency Plans. We are currently developing contingency plans to be
implemented if our efforts to identify and correct year 2000 problems affecting
our internal systems are not effective. We expect to complete our contingency
plans by the end of October 1999. Depending on the systems affected, these
plans could include:

  . short to medium-term use of backup equipment and software or other
    redundant systems;

  . increased work hours for our personnel or the hiring of additional
    information technology staff; and

  . the use of contract personnel to correct, on an accelerated basis, any
    year 2000 problems that arise or to provide interim alternate solutions
    for information system deficiencies.

  Our failure to implement of any of these contingency plans could
significantly harm our business and operating results.

Quantitative and Qualitative Disclosures about Market Risk

  Most of our cash equivalents, short-term investments and capital lease
obligations are at fixed interest rates, and therefore the fair value of these
instruments is affected by changes in market interest rates. As of July 31,
1999, all of our cash equivalents mature within 90 days and all of our short-
term investments mature by April 2000. Because our investment portfolio is
primarily comprised of short-term instruments, an immediate 10% change in
interest rates would not have a material effect on the fair market value of our
portfolio, therefore, we would not expect our operating results or cash flows
to be affected to any significant degree by the effect of a sudden change in
market interest rates on our securities portfolio.

Recent Accounting Pronouncements

  In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998 and provides
guidance on accounting for the costs incurred for computer software developed
or obtained for internal use including the requirement to capitalize specified
costs and the amortization of such costs. We have adopted the provisions of SOP
98-1 in the fiscal year beginning February 1, 1999. The adoption of SOP 98-1 is
not expected to have a material effect on our results of operations, financial
position or cash flows.

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on our results of operations, financial position or cash
flows.

                                       39
<PAGE>

                                    BUSINESS

Overview

  GetThere.com is a leading provider of Internet-based travel procurement and
supply solutions primarily for businesses and travel suppliers. Our ITN Global
Manager solution is designed to enable businesses with significant travel
expenditures to reduce travel costs, increase employee productivity and analyze
travel data. Our ITN FlightRez solution is designed to enable travel suppliers,
such as airlines, to increase revenue opportunities, reduce costs and enhance
customer service. In addition, we provide a solution that is designed to enable
our ePartners, which are Internet-based content and electronic commerce
providers and travel agencies, to offer travel-related goods and services over
the Internet. Our customers include businesses with significant travel
expenditures such as Chevron, Credit Suisse First Boston, Nike, PeopleSoft and
Texas Instruments, travel suppliers such as United Air Lines, Lauda Airlines
and National Airlines, and ePartners such as Cendant, CNN Interactive, TRIP.com
and TRAVEL.com. We have recently entered into commercial relationships with
American Express Travel Related Services and Northwest Airlines. In addition,
we have recently entered into non-binding letters of intent with America West
Airlines and Air Canada to implement our solutions on their Web sites.

Industry Background

 Growth of Electronic Commerce

  The Internet is dramatically changing the way people worldwide communicate,
share information and conduct commerce. The success of the Internet for
consumer-related electronic commerce is encouraging businesses to utilize
Internet-based solutions to simplify their business-to-business and business-
to-consumer transactions. Forrester Research estimates that the business-to-
business electronic commerce market in the United States will grow from $43.0
billion in 1999 to $1.3 trillion in 2003. Internet-based solutions enable
companies to increase revenues, lower costs and improve profitability by
enabling one-to-one marketing, increasing customer acquisition opportunities,
and streamlining business processes, such as the internal procurement and
supply of indirect goods and services.

 Procurement and Supply of Indirect Goods and Services

  Indirect goods and services include travel, entertainment, information
technology, telecommunications equipment, professional services and office
supplies and equipment. Killen & Associates, a research firm, estimates that
indirect goods and services expenditures are the largest segment of corporate
expenditures, representing approximately 33% of a typical company's total
revenues.

  The process of procuring and supplying indirect goods and services is plagued
by numerous inefficiencies, including:

  . multiple layers of intermediaries, such as agents and distributors, which
    lead to higher costs and indirect communication between businesses and
    suppliers;

  . the inability to monitor compliance with corporate procurement policies,
    including the inability to control "rogue purchasing," which occurs when
    personnel do not follow internal purchasing guidelines;

  . the inability to maximize economies of scale by enforcing purchasing
    through preferred suppliers; and

  . labor-intensive processes which result in higher costs and lower employee
    productivity.

 Travel Procurement and Supply Market

  In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
business expenditures for airline tickets, car rentals and lodging exceeded
$122 billion in 1998. According to the same survey, businesses in the U.S.
completed approximately 154 million air travel

                                       40
<PAGE>

transactions in 1998, representing expenditures of approximately $73 billion.
Forrester Research estimates that travel will be the second largest spending
category for online business-to-business services in 1999, representing
approximately 23% of this market.

  In general, businesses purchase travel-related goods and services through a
traditional procurement channel that involves numerous intermediaries including
travel agents, computer reservation systems and credit card issuers. The
involvement of these intermediaries creates numerous inefficiencies and makes
it difficult for businesses to obtain complete and timely information regarding
their travel expenditures. Consequently, businesses often experience
difficulty:

  . negotiating favorable contracts with preferred travel suppliers;

  . monitoring employee compliance with corporate procurement policies,
    including controlling rogue purchasing; and

  . directing purchases to preferred travel suppliers to take advantage of
    negotiated contracts and volume discounts.

  In addition, these intermediaries increase transaction costs by charging fees
in connection with each purchase or reservation, with travel agency fees often
representing a majority of these costs. For example, we believe the purchase of
a single $500 airline ticket by a business generally includes a computer
reservation system fee of approximately $10 and a credit card processing fee of
approximately $10. In addition to the $500 ticket price, we believe that the
business also generally pays a travel agency fee of approximately $40.

  Travel suppliers also incur significant costs and lost revenue opportunities
due to the control by intermediaries of valuable transaction and customer
information. In particular, the existence of multiple intermediaries often
limits the ability of travel suppliers to effectively:

  . establish one-to-one personalized relationships with travelers;

  . minimize excess capacity, such as unsold airline seats and empty hotel
    rooms; and

  . maximize the effectiveness of affinity programs.

  Furthermore, the traditional travel procurement and supply process is labor
intensive, resulting in lower employee productivity and higher costs for both
businesses and travel suppliers. Deloitte & Touche estimates that the
procurement process for the purchase of a single airline ticket by a business
involves at least three people and takes an average of 46 minutes. Due to the
complexity and inefficiency inherent in this process, we believe that
businesses and travel suppliers will increasingly utilize Internet-based
solutions to reduce inefficiencies and costs.

 Opportunity for an Internet-Based Travel Procurement and Supply Solution

  Forrester Research estimates that online business travel expenditures will
grow from $5 billion in 1999 to $38 billion in 2003. Accordingly, we believe
there is a significant market opportunity for a comprehensive Internet-based
solution that reduces the inefficiencies in the travel procurement and supply
process for businesses and travel suppliers. Such a solution should facilitate
the distribution of travel-related goods and services and provide businesses
and travel suppliers with tools for the complete and timely analysis and
reporting of travel-related information. Furthermore, the solution should be
easy to implement and compatible with businesses' and travel suppliers'
existing technology.

The GetThere.com Solution

  GetThere.com is a leading provider of Internet-based travel procurement and
supply solutions primarily for businesses and travel suppliers. Our fully-
hosted travel reservation and booking solutions enable businesses and travel
suppliers to reduce current inefficiencies in the travel procurement and supply
processes. Our solutions

                                       41
<PAGE>

can operate independently of third-party travel agencies and are not dependent
on any single computer reservation system. Our ITN Global Manager solution is
designed to enable businesses with significant travel expenditures to reduce
travel costs, increase employee productivity and analyze and report travel
data. Our ITN FlightRez solution is designed to enable travel suppliers, such
as airlines, to increase revenue opportunities, reduce costs and enhance
customer service. In addition, we provide a solution that is designed to enable
our ePartners to offer travel-related goods and services over the Internet.

 Benefits to Businesses

  Reduce costs. ITN Global Manager utilizes the Internet to further automate
the travel procurement process and decrease the role of intermediaries. Our
solution is designed to enable businesses to significantly reduce travel-
related costs, such as ticket costs and travel agency fees. Our solution is
also designed to maximize procurement economies of scale and lower travel costs
by enforcing the use of preferred travel suppliers and negotiated rates. ITN
Global Manager also provides data analysis and reporting features that enable
businesses to enforce corporate travel policies and facilitate the negotiation
of favorable contracts with preferred travel suppliers. The ability to monitor
travel-related purchases also helps businesses control rogue purchasing, which
generally accounts for a significant portion of travel expenditures.

  Increase productivity. ITN Global Manager is designed to enable businesses to
increase productivity throughout the travel procurement process. We believe
that our solution enables businesses to reduce the amount of time it takes to
execute a travel transaction by streamlining their internal travel procurement
processes and reducing the number of individuals involved. Also, business
travelers can use our solutions to procure travel-related goods and services,
24 hours a day, seven days a week.

  Provide real-time data analysis and reporting. ITN Global Manager is designed
to enable businesses to collect, analyze and report on their current and
historical travel data for both online and agency-generated reservations.
Businesses can utilize this information for planning and strategic purposes,
including negotiating volume discounts with travel suppliers. ITN Global
Manager also allows businesses to analyze useful real-time metrics, such as
cost per mile, compliance with travel policies and adoption rates of online
travel technologies. ITN Global Manager provides online access to this
information in a variety of customizable, user-friendly formats.

 Benefits to Travel Suppliers

  Increase revenue opportunities. ITN FlightRez is designed to provide travel
suppliers with an Internet-based sales channel enabling them to directly
interact with travelers using the Internet, 24 hours a day, seven days a week.
Our solution provides travel suppliers with the information needed to build
traveler profiles, to analyze traveler usage patterns and preferences and to
develop one-to-one personalized relationships. These relationships enable
travel suppliers to market directly to their customers by publishing,
distributing and selling special online-only promotional fares directly to
them. In addition, the traveler information we provide is designed to enhance
travel suppliers' ability to sell unused capacity to targeted travelers,
resulting in increased revenues and improved inventory management.

  Reduce sales and distribution costs. ITN FlightRez is designed to enable
travel suppliers to reduce sales and distribution costs by allowing them to
sell directly to travelers over the Internet, thereby reducing or eliminating
travel agency fees. By further automating their reservation processes, travel
suppliers can reduce the high labor costs inherent in traditional processes. In
addition, travel-related information can be distributed online, thereby
reducing the costs of printing and distribution.

  Enhance customer service and increase customer loyalty. ITN FlightRez is
designed to enable travel suppliers to provide their customers with real-time
access to travel information, including current flight information, historical
reservation bookings, flight status updates and seat maps. Additionally, ITN
FlightRez is configurable to provide other useful travel-related information,
such as city maps, driving directions, hotel

                                       42
<PAGE>

locations and other destination information. In addition, our solution can be
customized to allow travelers to join a travel supplier's affinity program,
obtain account balances and redeem award travel online. We believe these
features enhance customer service and increase customer loyalty. Furthermore,
our solutions can be customized to enable travel suppliers to provide their
customers with the ability to make other airline, car rental and hotel
reservations so that travelers can book an entire travel itinerary from the
travel supplier's Web site.

 Benefits to ePartners

  We provide our ePartner solution to Internet-based content and electronic
commerce providers and travel agencies that want to offer travel-related goods
and services online. Our solution allows ePartners to offer travel reservation
capabilities to attract more visitors and generate new travel-related revenues.
In addition, our solution allows travel agencies to extend their existing sales
channel. Our solution offers a variety of completely outsourced and hosted
capabilities, including online booking, transaction processing, traveler
support, and ticket fulfillment and delivery. Our solution is designed to
enable our partners to quickly and easily add online travel capabilities to
their Web sites.

Our Strategy

  Our objective is to be the leading provider of Internet-based procurement and
supply solutions for travel and other indirect goods and services. Key elements
of our strategy include:

  Expand our customer base. We intend to continue to build our sales and
marketing capabilities and strengthen our brand in order to rapidly increase
our penetration of businesses with significant travel expenditures, travel
suppliers and potential ePartners. We target customers that purchase or supply
large volumes of travel-related goods and services, and that are increasingly
using the Internet as a business tool. By providing high-quality transaction
processing capabilities, data analysis and reporting tools and customer
support, we believe that businesses, travel suppliers and ePartners will
increasingly rely on us for their travel solutions. In addition, we intend to
leverage our contacts in the travel industry in order to generate new
customers.

  Increase adoption rates of our solutions by our business customers. We
provide consulting services that are designed to help our business customers
develop internal programs to increase adoption rates of our ITN Global Manager
solution. We also intend to work with our business customers to implement
affinity programs designed to encourage travelers to use our solution. In
addition, we intend to enhance the content and information available through
our solution to further improve the user experience and increase customer
retention.

  Aggressively pursue other travel markets. We are developing our sales and
marketing capabilities to target the substantial opportunities represented by
small-to-medium sized businesses and international markets. In addition to
building these capabilities internally, we will continue to pursue strategic
relationships to accelerate our penetration of these markets. For example, we
recently signed an agreement with American Express that makes us the preferred
provider of Internet-based travel procurement solutions for their small, middle
and international markets.

  Extend our technology leadership. Our architecture is designed to be robust,
customizable, reliable and scalable to meet the evolving demands of the travel
procurement and supply market. We intend to continue to develop additional
features and functionality in order to maintain our position as a technology
leader.

  Leverage technology and relationships into markets for other indirect goods
and services. We believe that the architecture of our travel procurement and
supply solutions is extendable to markets for other indirect goods and
services, such as information technology and telecommunications equipment,
professional services and office supplies. Furthermore, we believe that the
relationships we have developed with our business customers will enable us to
extend our solutions into markets for other indirect goods and services and
provide us with significant cross-selling opportunities.

                                       43
<PAGE>

Solutions and Services

  We provide Internet-based travel procurement and supply solutions for
businesses, travel suppliers and ePartners. All of our solutions are fully-
hosted, scalable and customizable and allow our customers the freedom to select
their preferred computer reservation system and travel agency.

  ITN Global Manager. ITN Global Manager is a full-service Internet-based
travel reservation and booking solution for businesses. This solution combines
sophisticated cost, supplier, and travel policy management features with an
intuitive user-friendly interface. Our solution is configurable to incorporate
our customer's corporate travel policies, which typically include travel class
options, travel supplier preferences, hotel room rates and car rental prices.

  ITN Global Manager provides corporate travel managers with the capability to
easily:

  . change computer reservation systems;

  . change, update and enforce multi-level corporate travel policies;

  . view current status of volume-based negotiated contracts;

  . specify preferred and non-preferred vendors;

  . enforce use of preferred vendors and negotiated rates;

  . generate travel reports in a variety of formats;

  . analyze current and historical travel activity for online and travel
    agency-generated reservations;

  . monitor traveler use and purchasing behavior; and

  . determine ticketing method based on time and cost saving criteria.

  ITN Global Manager provides travelers with the capability to easily:

  . book a complete travel itinerary, including airlines, hotels and car
    rentals;

  . save profiles and preferences;

  . adjust itineraries as travel plans change;

  . view real-time airline seat maps and reserve a specific seat;

  . receive customized maps and driving directions based on their travel
    itineraries;

  . review previous travel itineraries;

  . compare and choose ticket prices;

  . book reservations for multiple travelers; and

  . comply with corporate travel policies.

  ITN FlightRez. ITN FlightRez is an Internet-based booking and reservation
solution designed for travel suppliers. This solution allows travel suppliers
to serve travelers directly from the travel suppliers' Web sites. ITN FlightRez
allows a travel supplier to selectively present fares, integrate affinity
programs, and provide traveler support, 24 hours a day, seven days a week. In
addition, ITN FlightRez allows the flexibility to design a Web site in
accordance with the design specifications of the travel supplier.

  ITN FlightRez enables the travel supplier to offer:

  . a customized and branded front-end user interface;

  . booking capabilities for multiple airlines, hotels and car rental
    agencies;

  . a low-fare search engine which allows travelers to compare prices;

                                       44
<PAGE>

  . discounted fares and sales promotions;

  . targeted direct marketing campaigns through e-mail;

  . E-ticketing capabilities;

  . real-time seat maps for selection and reservation of specific seats;

  . maps and driving directions based on travelers' itineraries; and

  . access to previous travel itineraries.

  ePartner Solution. Our ePartner solution is an Internet-based booking and
reservation solution that offers the same capabilities as our ITN FlightRez
solution to Internet-based content and electronic commerce providers and travel
agencies.

  Professional Services. Our professional services organization provides the
following services which are an integral part of our comprehensive solution:

  . design, customization, implementation and maintenance of our travel
    procurement and supply solutions;

  . training and education programs designed to promote enterprise-wide
    adoption of our solutions; and

  . technical support, implementation of product upgrades, and integration of
    added functionality to meet our customers' evolving needs.

  Traveler Support. We provide ticketing, fulfillment and telephone support to
travelers. Our objective is to assist travelers in resolving any technical,
functional or travel-related questions. This support is provided from a
traveler support center located in Palo Alto, California. We have also recently
purchased a call center located in Fort Lauderdale, Florida, which will enable
us to expand our customer support services across a wider range of time zones.
We expect that this support center will be operational in late 1999.

Customers

  Businesses. We primarily target businesses with significant travel
expenditures, travel suppliers and potential ePartners. As of August 31, 1999,
we had 53 business customers. The table below is a representative list of our
current business customers:

<TABLE>
   <S>                                      <C>
   Boeing                                   Nokia
   Chevron                                  PeopleSoft
   Credit Suisse First Boston               Procter & Gamble
   Hewlett-Packard                          PricewaterhouseCoopers
   Institute of Electrical and Electronics
   Engineers                                Tektronix
   Kodak                                    Texas Instruments
   Lawrence Berkeley National Laboratory    Toyota
   Nabisco                                  University of California, Berkeley
   NationsBank                              VeriFone
   Nike                                     Xerox
</TABLE>

  Lucent Technologies became one of our customers in June 1999. In addition,
Cisco Systems has chosen ITN Global Manager as its travel procurement solution
and is currently in a pilot program evaluating ITN Global Manager prior to full
deployment. There can be no assurance, however, that the pilot program will be
successful or that full deployment will be achieved.

  Travel suppliers and ePartners. Our travel supplier customers are All Nippon
Airways, Lauda Air, National Airlines, United Air Lines and Virgin Atlantic
Airways. Our ePartners include Cendant, TRAVEL.com, Computravel, TRIP.com and
CNN Interactive.


                                       45
<PAGE>

  On August 27, 1999, we entered into an agreement with Northwest Airlines to
develop a Web site through which Northwest Airlines intends to offer low fare
tickets. We are seeking to extend our relationship with Northwest Airlines to
implement our solutions on its primary Web site, www.nwa.com.

  On August 27, 1999, we entered into a non-binding letter of intent with
America West Airlines to implement our solutions on America West Airlines' Web
site, www.americawest.com.

  On September 14, 1999, we entered into a non-binding letter of intent with
Air Canada to implement our solutions on Air Canada's Web site,
www.aircanada.ca.

  We might not enter into definitive agreements with America West Airlines or
Air Canada regarding these Web sites, or Northwest Airlines might not adopt our
solution for its primary Web site, www.nwa.com. See "Risk Factors--We rely on
suppliers of travel services and products."

Relationship with American Express

  On September 14, 1999, we entered into an agreement with American Express
under which American Express has agreed to promote and market customized, co-
branded versions of our Internet-based travel procurement solutions to their
customers and potential customers. Once we have completed development according
to American Express' specifications, American Express will market these
solutions to large, middle market and small business customers as well as
consumers as described below:

  . Large businesses with the highest volumes of corporate air travel
    expenditures: American Express will promote and vigorously market, except
    in the United Kingdom and Germany, our co-branded solution to at least
    30% of a specified list of the world's largest companies during the first
    year, increasing to 37.5% of these companies in the second year and 45%
    of these companies in the third year.

  . Middle market businesses: American Express will promote and vigorously
    market our co-branded solution for a period of three years.

  . Small businesses: American Express will exclusively use our co-branded
    solution on its Web sites targeting small businesses for a period of
    three years.

  . Consumers: Starting January 27, 2000, American Express will exclusively
    use our co-branded solution on its Web sites targeting consumers for a
    two-year period. In addition, commencing January 27, 2000, we will
    transfer the rights to the domain names, www.itn.net and www.itn.com, our
    consumer-oriented Web site, and the associated customer information, to
    American Express.

  Under the agreement, we will be entitled to receive fixed quarterly payments.
A portion of the fixed payments will be subject to reimbursement if a specified
number of visitors to www.itn.net and www.itn.com do not register on American
Express' site. In addition, we will be entitled to receive transaction fees
with guaranteed annual minimums. Our annual minimums are subject to reduction
based upon failure to meet certain development timetables. However, we might
not realize any benefit from our recent agreement with American Express, and
our relationship with American Express may not be successful.

Sales and Marketing

  We market and sell our solutions to our customers primarily through a direct
sales force with offices in the United States and the United Kingdom. Our
target customers include businesses with significant travel expenditures,
travel suppliers and ePartners. For potential business customers, our sales
efforts generally target the chief financial officer, the chief information
officer and the corporate travel manager. Within travel suppliers, we generally
target the officer responsible for distribution and the chief information
officer. The centralization of travel solution purchase decisions allows us to
penetrate most businesses on an enterprise-wide basis, which enables us to grow
our revenues with a smaller sales force than would otherwise be possible. In
addition, we believe that the relationships that we develop with senior
executives through the sales process will facilitate our ability to extend our
solutions into other indirect goods and services.


                                       46
<PAGE>

  Our sales and marketing activities are aimed at educating customers and
potential customers about the advantages of our solutions. Our marketing
program includes our Web site, seminars, direct mailings, trade shows,
advertising and public relations events. Our marketing organization assesses
industry trends and analyzes customer and industry feedback in order to help
provide product direction to our development organizations. We collect data
directly from customer visits and our sales force, as well as through customer
advisory meetings, forums and participation in industry trade organizations. In
addition, we work with some of our customers to promote our solutions to
others. For example, United Air Lines has promoted ITN FlightRez to its Star
Alliance partners and American Express has agreed to sell and promote
customized, co-branded versions of our solutions.

Technology

  Our travel procurement and supply solutions incorporate proprietary
technology and technology licensed from third parties. Our solutions are
designed to be highly configurable, scalable and robust.

  Highly configurable architecture. As of July 31, 1999, we hosted more than
200 travel booking Web sites running similar executable application codes
configured for a customer's set of business rules and the appearance and
navigation of the customer's Web site. This system can be rapidly deployed and
configured for each customer. The architecture relies on a three-layer system
design, which enables the customization of each Web site. The presentation
layer is served by Netscape Enterprise Server software with the dynamic
rendering of Web pages done by a combination of a proprietary command
language/interpreter, HTML and Javascript. Most of the business logic rules in
the application layer can be readily configured by either our personnel or by
our customers. All configuration is done with special security access through a
Web browser. The data layer is hosted in either a commercial relational or a
proprietary database, depending on the nature of the database records.

  Scalable platforms. In order to design a highly scalable and robust
environment, we use only commercially-supported versions of the Unix operating
system. All application and Web servers run on Sun Microsystem's Solaris and
Hewlett Packard's HP-UX operating systems. We continually evaluate our capacity
needs to better meet customer demand for scalability.

  Data center operations. In addition to our data center in Palo Alto,
California, we have data centers at Exodus Communications' hosting facilities
in Santa Clara, California and Sterling, Virginia. Communication between the
two Exodus centers takes place across a portion of a fiber optic line. This
fault tolerant, redundant network design enables automatic switching of data
paths in the event of an outage on one of the network switches. Redundant
routers enable our customers to access these data centers through either the
Internet, a dedicated T1 line or other leased-line circuits. We load balance
traffic across the various Web servers and across these data centers.

  Development methodology. Our solutions are developed using commercially
available compilers, debuggers and profiling tools. All of our releases are
preceded by a rigorous testing process. In addition, we schedule and release
upgrades to our solutions on a regular basis.

  We currently license third-party technology and will continue to evaluate
third-party technology for integration into our solutions. For example, we
license data analysis and reporting software from Cognos, Inc. for our
solutions.

Competition

  The market for Internet-based travel procurement and supply solutions is new,
intensely competitive and rapidly evolving and we expect competition to
intensify in the future. Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and

                                       47
<PAGE>

results of operations. We currently, or potentially may, compete with a variety
of companies. Our primary competition currently comes from or is anticipated to
come from companies in the following categories:

  . providers of online travel products and services to businesses, such as
    Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
    AXI and Microsoft;

  . other online providers of indirect goods and services such as Ariba, Inc.
    and Commerce One, Inc.; and

  . traditional travel service providers, including travel agencies.

  In addition, we compete with consumer Web sites, such as Microsoft's Expedia,
Sabre's Travelocity and Preview Travel.

  We believe the principal factors on which we compete include:

  . cost effectiveness of our solutions;

  . flexibility to operate with multiple travel agencies and computer
    reservation systems;

  . ease of implementation and customization;

  . data analysis and reporting capabilities;

  . traveler and technical support;

  . convenience and ease of use;

  . selection of products and services;

  . reliability and speed of fulfillment; and

  . price.

  Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do and may enter into strategic or commercial relationships with
larger, more established and well-financed companies. In addition, many of
these companies may have more technical and marketing personnel, and more
established customer support and professional services organizations than we
do. Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition. Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings. It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our solutions to become obsolete.

Intellectual Property and Other Proprietary Rights

  We depend on our ability to develop and maintain the proprietary aspects of
our technology. To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade
secrets and patent, copyright and trademark laws.

  We seek to protect our trade secrets through a number of means, including but
not limited to, requiring those persons with access to our proprietary
information, including all of our employees and consultants, to execute
confidentiality agreements with us and restricting access to our source code,
trade secrets and other intellectual property. We seek to protect our
solutions, documentation and other written materials under trade secret and
copyright laws, which afford only limited protection. We cannot assure you that
any of our proprietary rights will be viable or of value in the future since
the validity, enforceability and type of protection of proprietary rights in
Internet-related industries are uncertain and constantly evolving.

  We presently have one U.S. patent application pending. It is possible that
any pending or future patents, if issued, may be successfully challenged, or
that no patents will be issued from our pending patent application. It

                                       48
<PAGE>

is also possible that we may not develop proprietary solutions or technologies
that are patentable, that any patent issued to us may not provide us with any
competitive advantages, or that the patents of others will seriously harm our
ability to do business.

  ITN is registered as a trademark in the United States. We have filed
trademark applications in the United States for GetThere.com, ITN FlightRez and
ITN Global Manager. We have filed trademark applications in the European Union
for GetThere, ITN FlightRez and ITN Global Manager. In addition, we have filed
a trademark application in Tunisia for GetThere. The above mentioned trademark
applications are subject to review by the applicable governmental authority,
may be opposed by private parties and may not be issued. In addition, any
claims or customer confusion related to our trademark, or our failure to obtain
trademark registration, would harm our business and operating results. We are
aware of a pending trademark application in the European Union filed by a
company for the mark GETTHERE!. We have discussed the rights related to this
mark with this company and have not resolved this matter. If it is determined
that the mark is validly held by this company, we may be unable to use the mark
in the European Union, which could significantly harm our ability to expand our
brand awareness in the European Union.

  We rely on technology that we license from third parties, including software
that is integrated with internally developed software and systems. If we are
unable to continue to license any of this software on commercially reasonable
terms, we will face delays in releases of our software until equivalent
technology can be identified, licensed or developed, and integrated into our
current solutions. These delays, if they occur, could seriously harm our
business.

  Despite our efforts to protect our proprietary rights, unauthorized parties
may copy aspects of our solutions or obtain and use information that we regard
as proprietary. In addition, the laws of some foreign countries do not protect
our proprietary rights to as great an extent as do the laws of the United
States. Our means of protecting our proprietary rights may not be adequate and
our competitors may independently develop similar technology, duplicate our
solutions or design around patents issued to us or our other intellectual
property.

  There has been a substantial amount of litigation in the Internet industry
regarding intellectual property rights. It is possible that in the future third
parties may claim that we or our current or potential future solutions infringe
their intellectual property. We expect that providers of electronic commerce
solutions will increasingly be subject to infringement claims as the number of
products and competitors in our industry segment grows and the functionality of
products in different industry segments overlaps. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause delays in
releases of our solutions or require us to enter into royalty or licensing
agreements. Royalty or licensing agreements, if required, may not be available
on terms acceptable to us or at all, which could seriously harm our business.

Government Regulation

  Certain segments of the travel industry are heavily regulated by the United
States and international governments, and accordingly our solutions are
affected by such regulations. For example, we are subject to United States
Department of Transportation regulations prohibiting unfair and deceptive
practices. In addition, Department of Transportation regulations concerning the
display and presentation of information that are currently applicable to the
computer reservation systems could be extended to us in the future, as well as
other laws and regulations aimed at protecting consumers accessing online
travel services. In California, under the Seller of Travel Act, we are required
to register as a seller of travel, comply with certain disclosure requirements
and participate in California's restitution fund.

  We are also subject to regulations applicable to businesses generally and
laws or regulations directly applicable to online commerce. Although there are
currently few laws and regulations directly applicable to the Internet and
commercial online services, it is possible that a number of laws and
regulations may be adopted covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and

                                       49
<PAGE>

quality of products and services. For example, some consumer organizations have
raised concerns claiming that favorable pricing terms provided by travel
suppliers solely to online users is unfair and discriminatory against those
without Internet access. Furthermore, the growth and development of the market
for electronic commerce may lead to more stringent consumer protection laws
that may impose additional burdens on companies conducting business online. The
adoption of any additional laws or regulations may decrease the growth of the
Internet or commercial online services, which could decrease the demand for our
solutions and services and increase our cost of doing business.

  Moreover, the applicability to the Internet and commercial online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. For example, tax authorities in a number of states
are currently reviewing the appropriate tax treatment of companies engaged in
electronic commerce, and new state tax regulations may subject us to additional
state sales and income taxes. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to our business or the application of existing laws and
regulations to the Internet and commercial online services could significantly
harm our business and operating results.

Employees

  At July 31, 1999, we had a total of 231 employees. None of our employees is
subject to a collective bargaining agreement and we believe that our relations
with our employees are good.

  Our future operating results depend in significant part on the continued
service of our key technical, sales and senior management personnel, none of
whom are bound to serve us for any specified term. Our future success also
depends on our ability to attract and retain highly qualified technical, sales
and senior management personnel. Competition for these personnel is intense,
and we may not be able to retain our key technical, sales and senior management
personnel or attract these personnel in the future. We have experienced
difficulty in recruiting qualified technical, sales and senior management
personnel, and we expect to experience these difficulties in the future. If we
are unable to hire and retain qualified personnel in the future, our business
and operating results could be significantly harmed.

Facilities

  Our principal executive offices are located in Palo Alto, California, where
we lease approximately 21,000 square feet under leases with varying expiration
dates through March 2001. We intend to move our headquarters to Menlo Park,
California, where we lease approximately 66,000 square feet under a lease that
expires in May 2004. We have recently acquired a call center located in Fort
Lauderdale, Florida, where we lease approximately 10,000 square feet under
leases with varying expiration dates through May 2001. We also have a sales
office in the United Kingdom, where we lease approximately 300 square feet
under a lease that expires in September 1999. We have entered into a lease for
approximately 5,000 square feet for an engineering development center in
Dallas, Texas.

Legal Proceedings

  We are not aware of any pending legal proceedings against us that,
individually or in the aggregate, would significantly harm our business and
operating results. In the future, we may be party to litigation arising in the
course of our business, including claims that we allegedly infringe third-party
intellectual property rights. These claims, even if not meritorious, could be
time consuming, result in costly litigation or arbitration and divert the
attention of management.

                                       50
<PAGE>

                                   MANAGEMENT

Executive Officers and Directors

  Our executive officers and directors and their ages as of July 31, 1999 are
as follows:

<TABLE>
<CAPTION>
 Name                                  Age  Position
 <C>                                  <C>   <S>
 Gadi Maier..........................  42   President, Chief Executive Officer
                                            and Director
 Kenneth R. Pelowski.................  39   Chief Operating Officer and Chief
                                            Financial Officer
 Eric Sirkin.........................  46   Vice President of Engineering
 Daniel Whaley.......................  30   Chief Technical Officer and
                                            Director
 Richard D.C. Whilden................  65   Chairman of the Board and Director
 Jeffrey D. Brody....................  39   Director
 William R. Hambrecht................  63   Director
 John Ueberroth......................  56   Director
 Dale J. Vogel.......................  55   Director
</TABLE>

  Gadi Maier has served as president and chief executive officer since January
1999. From August 1997 to December 1998, he served as chief executive officer
of Memco Software, which provides security technology as well as UNIX and NT
security software. Prior to Memco, Mr. Maier served as vice-president and
general manager for Cisco Systems' Internet Business Unit from June 1996 to
August 1997. From September 1988 to June 1996, Mr. Maier worked at Oracle
Corporation, where he held various senior management positions, including
founder of Oracle/Japan, general manager for new technologies, and head of
worldwide sales and operations for the Network Computer Division. Mr. Maier
received his B.S. in natural resource economics as well as his M.B.A. in
marketing and finance from the University of California, Berkeley.

  Kenneth R. Pelowski has served as chief operating officer and chief financial
officer since April 1999. From September 1997 to March 1999, he served as
executive vice president and chief financial officer of Preview Travel, a
company that provides online travel services for small business and leisure
travelers. From July 1996 to August 1997, Mr. Pelowski served as vice president
of corporate development for General Instruments. From March 1995 to July 1996,
he worked at Quantum Corporation, where he served as vice president for
corporate planning and development. Prior to this, Mr. Pelowski spent seven
years at Sun Microsystems, where he served as senior director for corporate
development. Mr. Pelowski holds a B.S.E. in electrical engineering from the
University of Michigan, an M.S.E. in computer engineering from Wayne State
University, and an M.B.A. from the University of Michigan.

  Eric Sirkin has served as vice president of engineering since December 1998.
From August 1998 to December 1998, he acted as vice-president of engineering at
Filanet Corporation, which creates networking products for computer systems.
From December 1997 to April 1998, Dr. Sirkin served as vice president of
product development at Signafy Corporation, a software application company.
From January 1991 to March 1997, Dr. Sirkin served as director of interactive
media systems at Apple Computer, Inc. Earlier in his eighteen-year career in
the computer industry, Dr. Sirkin held various positions at Xerox Palo Alto
Research Corporation and Zoran Corporation. Dr. Sirkin received his B.S.C. in
chemistry from the University of Wisconsin at Madison and his Ph.D in chemistry
from the University of California, Berkeley.

  Daniel Whaley is one of the founders of GetThere.com and has served as a
director since August 1995. He is currently serving as our chief technical
officer. Previously, he has held the positions of president and vice president
of engineering. Prior to founding GetThere.com, Mr. Whaley served as vice
president of Sunnyside Computing from March 1994 to April 1995. He holds a B.A.
in English from the University of Illinois.


                                       51
<PAGE>

  Richard D.C. Whilden has served as chairman of the board of directors and as
a director of GetThere.com since May 1996. He served as our chief executive
officer from March 1998 until January 1999. Mr. Whilden currently serves as a
principal of the Contrarian Group, an investment management company. He is a
director of Ambassadors International, Inc., an educational travel, travel
services and performance improvement company, and also served as the managing
director for the recently completed Council on California Competitiveness. Mr.
Whilden was formerly chairman and chief executive officer of Independent
Bancorp of Arizona, which was sold to Norwest Bank in 1995. Prior to that he
was an executive vice president for TRW where he was responsible for all of
TRW's consumer credit reporting and related information services businesses.
Earlier at TRW he had extensive management responsibilities in their aerospace
division. Mr. Whilden successfully developed a major spacecraft program at
NASA, for which he was awarded the Public Service Medal. Mr. Whilden received
his B.S. in business from the University of the Redlands.

  Jeffrey D. Brody has served as a director since April 1996. Mr. Brody has
been employed at Brentwood Venture Capital since April 1994, and has been a
general partner since October 1995. From December 1988 to April 1994, Mr. Brody
was senior vice president of Comdisco Ventures, a venture leasing company. Mr.
Brody is a member of the board of directors of Concur Technologies and
NextCard, Inc., and serves on the compensation committee for both companies.
Mr. Brody also serves on the board of directors of several private companies.
He received his B.S. in engineering from the University of California,
Berkeley, and his M.B.A. from the Stanford University Graduate School of
Business.

  William R. Hambrecht has served as a director since May 1998. He is currently
the chairman and chief executive officer of WR Hambrecht + Co, a full service
Internet investment bank, which he founded in 1998. Prior to this, Mr.
Hambrecht was with Hambrecht & Quist, an investment banking firm specializing
in high growth technology companies, which he co-founded in 1968. He sits on
the board of KQED, Inc., San Francisco's public radio and television station,
and Beacon Education Management, which manages charter schools. Mr. Hambrecht
holds a B.A. from Princeton University.

  John Ueberroth has served as a director since April 1996. Mr. Ueberroth has
served as president, chief executive officer, and a director of Ambassadors
International, Inc., an educational travel, travel services and performance
improvement company, since 1995, and as president of Ambassadors Performance
Group, Inc. since April 1999. Since 1989, Mr. Ueberroth has been a principal of
The Contrarian Group, an investment management company. From 1990 to 1993, he
served as chairman and chief executive officer of Hawaiian Airlines. From 1980
to 1989, Mr. Ueberroth served as president of Carlson Travel Group. He
currently serves as co-chairman and is a director of SatoTravel. Mr. Ueberroth
received his B.S. in business administration from the University of California,
Berkeley, and his M.B.A. from the University of Southern California. Mr.
Ueberroth also served as a Lieutenant in the United States Navy.

  Dale J. Vogel has served as a director since April 1997. Mr. Vogel is
currently a partner with U.S. Venture Partners, and has been with the firm
since April 1990. From July 1984 until April 1990, Mr. Vogel was a partner with
Norwest Venture Capital. He served as president of K2 Corporation from 1980
until 1984. Mr. Vogel serves on the boards of Concur Technologies and Gymboree
Corporation, and currently serves on several private company boards. Mr. Vogel
received his B.S. in industrial engineering from San Jose State University, and
his M.B.A. from Harvard Business School.

  Under our certificate of incorporation, each of the series D1, series D2 and
series D3 preferred stock is entitled to elect one director to our board of
directors. Each of these series has only one share authorized. American Express
owns the series D3 preferred share, and, as discussed below, United Air Lines,
through its wholly owned subsidiary Covia LLC, has an option to purchase the
series D1 and series D2 preferred shares. American Express, as the holder of
the one outstanding share of series D3 preferred stock, has the right to elect
a person to our board of directors. We expect that after the completion of this
offering, Jonathan S. Linen will be appointed to our board of directors as the
series D3 preferred stock representative. Mr. Linen serves as the vice chairman
of American Express, a position he has held since August 1993. From March 1992
to August 1993, Mr. Linen served as president and chief operating officer of
American Express Travel Related Services. From June 1990 to March 1992, he
served as president and chief executive officer of The Shearson Lehman Brothers
Division of Shearson Lehman Brothers, Inc.

                                       52
<PAGE>

  Under the terms of our shareholders agreement, so long as Covia (and/or
United Air Lines or an entity controlling or controlled by United Air Lines)
holds at least 3,651,430 shares of our common stock (assuming exercise of any
warrants to purchase our common stock currently held by Covia) and Covia does
not hold our series D1 preferred stock or series D2 preferred stock, we will
use our best efforts to nominate for election to our board of directors one
person that is an independent industry representative or a representative of
one of our strategic partners that is satisfactory to United Air Lines. In
addition, under the terms of our shareholders agreement we will also invite,
subject to our fiduciary obligations, a representative of United Air Lines to
attend our board of directors meetings in a nonvoting observer capacity. These
rights terminate upon the earlier of the following:

  . Covia purchases our series D1 or D2 preferred stock;

  .  Covia (and/or United Air Lines or an entity controlling or controlled by
     United Air Lines) holds less than 3,651,430 shares of our common stock
     (assuming exercise of any warrants to purchase our common stock
     currently held by Covia);

  .  May 10, 2001;

  .  a breach of the standstill agreement by a party to the agreement other
     than Covia or United Air Lines, unless the breach is unintentional and
     cured within a specified time; or

  .  a third party's:

    .  commencement of or publicly announced intention to acquire 15% or
       more of our outstanding stock (or 10% or more of our outstanding
       stock in the case of certain specified companies);

    .  acquisition or beneficial ownership of 15% or more of our
       outstanding stock (or 10% or more of our outstanding stock in the
       case of certain specified companies), provided that the third party
       has also filed a Schedule 13D reserving the right to hold the
       securities with the purpose of changing or influencing control over
       us;

    .  acquisition of all or substantially all of our assets;

    .  filing a notification under the Hart-Scott-Rodino Act reflecting an
       intent to acquire all or substantially all of our assets;

    .  agreement to acquire us or public announcement of its intention to
       acquire us;

    .  solicitation of proxies in opposition to any proxy solicitation
       being conducted by us;

    .  public announcement of its intention to do any of the foregoing
       actions; or

    .  entering into substantive discussions with our board of directors or
       any of our executive officers with knowledge of any four members of
       our board of directors regarding any of the foregoing actions.

  In addition, we have granted an option to Covia to purchase one share of our
series D1 preferred stock and one share of our series D2 preferred stock at an
exercise price of $10.00 per share. Covia must hold at least 2,434,287 shares
of our capital stock in order to exercise its right to purchase the share of
series D1 preferred stock. Covia must hold at least 3,651,430 shares of our
capital stock in order to exercise its right to purchase the share of series D2
preferred stock. If Covia purchases the share of series D1 preferred stock,
Covia will have the right to elect a person to our board of directors so long
as Covia holds the share of Series D1 preferred stock. If Covia purchases the
share of series D2 preferred stock, Covia will have the right to elect another
person to our board of directors so long as Covia holds the share of series D2
preferred stock.

                                       53
<PAGE>

Furthermore, if Covia purchases either the share of series D1 preferred stock
or the share of series D2 preferred stock, our obligation to nominate a board
member satisfactory to United Air Lines and the right to have a representative
of United Air Lines to attend our board of directors meetings will terminate.

  The option to purchase our series D1 or series D2 preferred stock will
terminate on the earlier of:

  .  May 10, 2001;

  .  a breach of the standstill agreement by a party to the agreement other
     than Covia or United Air Lines, unless the breach is unintentional and
     cured within a specified time;

  . a third party's:

    . commencement of or publicly announced intention to acquire 15% or
      more of our outstanding stock (or 10% or more of our outstanding
      stock in the case of certain specified companies);

    . acquisition or beneficial ownership of 15% or more of our outstanding
      stock (or 10% or more of our outstanding stock in the case of certain
      specified companies), provided that the third party has also filed a
      Schedule 13D reserving the right to hold the securities with the
      purpose of changing or influencing control over us;

    . acquisition of all or substantially all our assets;

    . filing a notification under the Hart-Scott-Rodino Act reflecting an
      intent to acquire all or substantially all of our assets;

    . agreement to acquire us or public announcement of its intention to
      acquire us;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us;

    . public announcement of its intention to do any of the foregoing
      actions; or

    . entering into substantive discussions with our board of directors or
      any of our executive officers with knowledge of any four members of
      our board of directors regarding any of the foregoing actions;

  . Covia's breach of its standstill agreement with us;

  . Covia's transfer or attempt to transfer the option to an entity that does
    not control or is not controlled by United Air Lines; or

  . Covia holding less than 2,434,287 shares of our common stock (assuming
    exercise of warrants currently held by Covia).

  In addition, we have the right to repurchase the series D1 and D2 preferred
stock at Covia's original purchase price upon the occurrence of any of the
events specified above.

  We also have the right to repurchase the share of series D1 preferred stock
if Covia holds less than 2,434,287 shares of our common stock and the right to
repurchase the share of Series D2 preferred stock if Covia holds less than
3,651,430 shares of our common stock (in each case assuming the exercise of
warrants currently held by Covia).

  For a description of the rights of our series D1 preferred stock, series D2
preferred stock and series D3 preferred stock, including conversion rights, see
"Description of Capital Stock."

Board Committees

  The board of directors has established a compensation committee and an audit
committee.

  Audit Committee. The audit committee of the board of directors has
responsibility for reviewing and monitoring our corporate financial reporting
and external audits, including out internal control functions, the

                                       54
<PAGE>

results and scope of the annual audit and other services provided by our
independent auditors and our compliance with legal matters that have a
significant impact on our financial reports. The audit committee also consults
with management and our independent auditors before the presentation of
financial statements to stockholders and, as appropriate, initiates inquiries
into aspects of our financial affairs. In addition, the audit committee has the
responsibility to consider and recommend the appointment of, and to review fee
arrangements with, our independent auditors. The current members of the audit
committee are Messrs. Whilden and Vogel.

  Compensation Committee. The compensation committee of the board of directors
reviews and makes recommendations to the board regarding all forms of
compensation provided to our executive officers and directors, including stock
compensation and loans. In addition, the compensation committee reviews and
makes recommendations on bonus and stock compensation arrangements for all of
our employees. As part of these responsibilities the compensation committee
also administers or will administer our 1996 stock plan, 1999 equity incentive
plan and 1999 employee stock purchase plan. The current members of the
compensation committee are Messrs. Brody, Ueberroth and Vogel.

Director Compensation

  Although we reimburse members of the board of directors for their out-of-
pocket expenses associated with their participation as members of the board of
directors, directors receive no cash compensation for their service as
directors or for their service on any committee of the board of directors. We
may, in the future, adopt a cash compensation plan for non-employee members of
our board of directors. Non-employee directors are eligible to receive
automatic grants of options to purchase shares of our common stock. For more
information see "Stock Plans--1999 Directors' Stock Option Plan."

Compensation Committee Interlocks and Insider Participation

  None of our executive officers serve on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of our board or compensation committee, nor has any such
interlocking relationship existed in the past.

Indemnification of Directors and Executive Officers and Limitation of Liability

  As permitted by the Delaware General Corporation Law, our amended and
restated certificate of incorporation provides that no director will be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability:

  . for any breach of the director's duty of loyalty to us or our
    stockholders;

  . for acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law;

  . for unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided in Section 174 of the Delaware General
    Corporation Law; and

  . for any transaction from which the director derived an improper personal
    benefit.

  Our amended and restated bylaws further provide that we must indemnify our
directors and executive officers and may indemnify our other officers and
employees and agents to the fullest extent permitted by Delaware law. We
currently maintain liability insurance for our officers and directors, and have
received approval from our board to purchase additional directors' and
officers' liability coverage with respect to our initial public offering.

  We have entered into indemnification agreements with each of our directors
and officers. These agreements require us, among other things, to indemnify
such directors and officers for certain expenses

                                       55
<PAGE>

(including attorneys' fees), judgments, fines, penalties and settlement amounts
incurred by any such person in any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism by reason of any
event or occurrence arising out of such person's services as a director or
officer of GetThere.com or any other entity for which such services are
performed at the request of GetThere.com.

  There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents as to which indemnification is being sought. We
are not aware of any pending or threatened litigation or proceeding that might
result in a claim for such indemnification.

Executive Compensation

  The following table sets forth information regarding the compensation for the
fiscal year ended January 31, 1999, of each individual who served as our chief
executive officer during that fiscal year and our other executive officers who
served as executive officers at the end of that fiscal year. These individuals
are collectively referred to as Named Executive Officers.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                      Long-Term Compensation
                                Annual Compensation           Awards
                                -------------------- -------------------------
                                                      Restricted   Securities
                                                        Stock      Underlying
Name and Principal Position     Salary ($) Bonus ($) Award(s) ($)  Options (#)
<S>                             <C>        <C>       <C>           <C>
Gadi Maier(1)..................    20,769      --          --        100,000
 president and chief executive
  officer

Richard D.C. Whilden(2)........   237,827      --      104,000(3)        --
 former president and chief
  executive officer

Kenneth G. Swanton(4)..........   233,358   15,000         --            --
 former president and chief
  executive officer

Eric R. Sirkin(5)..............    22,212      --          --        450,000
 vice president of engineering

Daniel Whaley..................   155,385    4,000         --            --
 chief technical officer
</TABLE>
---------------------
(1) Mr. Maier became an employee on December 28, 1998, and became our president
    and chief executive officer on January 11, 1999. His current annual salary
    is $240,000.
(2) Mr. Whilden served as our president and chief executive officer on an
    interim basis from March 11, 1998, to January 11, 1999. The amount shown as
    Mr. Whilden's salary includes $35,250 paid to him for services rendered as
    a member of our board of directors.
(3) This award covered 650,000 restricted shares of our common stock of which
    162,500 shares were fully vested at the time of the award. During the
    period from March 10, 1998 through March 9, 1999, the remaining unvested
    shares vested at the rate of 13,542 for each month of continuous service
    completed by Mr. Whilden in any capacity. During the period from March 10,
    1999 through March 9, 2000, the shares vest at the rate of 27,083 for each
    month of continuous service. All of the shares vest on March 10, 2000, if
    Mr. Whilden's service is continuous until that date. As of January 31,
    1999, Mr. Whilden held 650,000 shares of our restricted stock with an
    aggregate value on that date of $650,000. The shares currently do not pay
    dividends but have the same dividend rights as the other shares of our
    common stock.
(4) Mr. Swanton served as our president and chief executive officer until March
    11, 1998. He remained an employee until August 31, 1998.
(5) Dr. Sirkin became an employee on December 7, 1998. His current annual
    salary is $165,000.

                                       56
<PAGE>

Option Grants in Last Fiscal Year

  The table below sets forth each grant of stock options to each of the Named
Executive Officers during the fiscal year ended January 31, 1999.

  The exercise price of each option was equal to the fair market value of our
common stock as valued by the board of directors on the date of grant. The
exercise price may be paid in cash, in shares of our common stock valued at
fair market value on the exercise date or through a cashless exercise procedure
involving a same-day sale of the purchased shares. Some of our officers may
also pay the exercise price with a promissory note. The fair market value of
our common stock was estimated by the board of directors on the basis of the
purchase price paid by investors for shares of our preferred stock (taking into
account the liquidation preferences and other rights, privileges and
preferences associated with the preferred stock) and an evaluation by the board
of our revenues, operating history and prospects.

  The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange Commission
and does not represent our prediction of our stock price performance. The
potential realizable values at 5% and 10% appreciation are calculated by
assuming that the estimated fair market value on the date of grant appreciates
at the indicated rate for the entire term of the option and that the option is
exercised at the exercise price and sold on the last day of its term at the
appreciated price. The initial public offering price is higher than the
estimated fair market value on the date of grant, and the potential realizable
value of the option grants would be significantly higher than the numbers shown
in the table if future stock prices were projected to the end of the option
term by applying the same annual rates of stock price appreciation to the
initial public offering price.

<TABLE>
<CAPTION>
                                                                             Potential Realizable
                                                                               Value at Assumed
                                                                                Annual Rates of
                                                                                  Stock Price
                                                                               Appreciation for
                                         Individual Grants                        Option Term
                         --------------------------------------------------- ---------------------
                                        Percent of
                         Number of        Total
                         Securities      Options
                         Underlying     Granted to
                          Options      Employees in    Exercise   Expiration
Name                      Granted     Fiscal Year(1) Price ($/Sh)    Date      5% ($)    10% ($)
<S>                      <C>          <C>            <C>          <C>        <C>        <C>
Gadi Maier..............  100,000(2)       6.43%         1.00     12/27/2008     62,889    159,374
Richard D.C. Whilden....      --            --            --             --         --         --
Kenneth G. Swanton......      --            --            --             --         --         --
Eric R. Sirkin..........  450,000(3)      28.95%         1.00     12/16/2008    283,003    717,184
Daniel Whaley...........      --            --            --             --         --         --
</TABLE>
---------------------
(1) Based on a total of 1,554,250 option shares granted to our employees under
    our 1996 stock incentive plan during fiscal 1999.
(2) This option is exercisable at any time. However, we may repurchase the
    shares acquired by exercising the option at the original exercise price if
    the optionee's service terminates before the shares vest. The shares vest
    on the earliest of (a) the date when the optionee completes 12 months of
    continuous service, (b) the date of the optionee's death, (c) termination
    of the optionee's service due to disability or (d) the date when
    GetThere.com is subject to a change in control.
(3) This option is exercisable at any time with respect to 100,000 shares,
    became exercisable on January 1, 1999, with respect to 100,000 shares,
    becomes exercisable on January 1, 2000, with respect to 100,000 shares,
    becomes exercisable on January 1, 2001, with respect to 100,000 shares and
    becomes exercisable on January 1, 2002, with respect to the remaining
    50,000 shares. We may repurchase the shares acquired by exercising the
    option at the original exercise price if the optionee's service terminates
    before the shares vest. 56,250 of the shares vest when the optionee
    completes six months of continuous service. 9,375 of the shares vest when
    the optionee completes each month of continuous service thereafter, until
    all shares are vested after four years of service. The shares vest in full
    if GetThere.com is subject to a change in control.

                                       57
<PAGE>

Fiscal Year End Option Values

  The following table sets forth, for each Named Executive Officer, the number
and value of securities underlying options that were held by him as of January
31, 1999. No options were exercised by Named Executive Officers in the year
ended January 31, 1999.

  Amounts shown under the column "Value of Unexercised In-the-Money Options at
Fiscal Year End" are based on the fair market value of our common stock at
January 31, 1999, as determined by our board of directors at that time, $1.00
per share, less the exercise price payable for such shares. The fair market
value of our common stock at January 31, 1999 was estimated by the board of
directors on the basis of the purchase price paid by investors for shares of
our preferred stock, taking into account the liquidation preferences and other
rights, privileges and preferences associated with the preferred stock, and an
evaluation by the board of our revenues, operating history and prospects. The
initial public offering price is higher than the estimated fair market value on
January 31, 1999, and the value of unexercised options would be higher than the
numbers shown in the table if the value were calculated by subtracting the
exercise price from the initial public offering price.

  Mr. Maier's options are immediately exercisable for all of the option shares,
and Dr. Sirkin's options become exercisable over time as described above. We
may repurchase the shares acquired by exercising any of these options at the
original exercise price if the optionee's service terminates before the shares
vest as described above. The heading "Vested" refers to shares that are no
longer subject to repurchase, and the heading "Unvested" refers to shares that
remain subject to repurchase as of January 31, 1999.

<TABLE>
<CAPTION>
                                    Number of Securities       Value of
                                         Underlying           Unexercised
                                         Unexercised         In-the-Money
                                      Options at Fiscal    Options at Fiscal
                                        Year End (#)         Year End ($)
                                    ---------------------- --------------------
Name                                 Vested    Unvested    Vested     Unvested
<S>                                 <C>       <C>          <C>        <C>
Gadi Maier.........................    --        100,000       --          --
Richard D.C. Whilden...............      --            --        --          --
Kenneth G. Swanton.................    --              --      --          --
Eric R. Sirkin.....................      --        450,000       --          --
Daniel Whaley......................      --            --        --          --
</TABLE>

Employment Agreements and Change of Control Arrangements

  Gadi Maier. We entered into an employment agreement, dated January 11, 1999,
with Gadi Maier, our president and chief executive officer. Under the
agreement, Mr. Maier's annual salary may not be less than $240,000, and he is
entitled to an annual bonus of at least $60,000. The agreement further provides
that Mr. Maier will receive options to purchase 1,743,675 shares of our common
stock at an exercise price of $1.00 per share, which was the fair market value
at the time of grant (as determined by our board of directors). One-seventh of
the option shares vests when he completes 12 months of service, and the balance
vests in a series of equal installments when he completes each of his first 48
months of service. All or part of the option shares will vest on an accelerated
basis if Mr. Maier's service terminates because of his death or disability or
if GetThere.com is subject to a change in control. Mr. Maier has registration
rights with respect to his option shares. If Mr. Maier is actually or
constructively discharged without cause, he is entitled to a lump sum severance
benefit equal to his base salary and minimum bonus for a period of nine months
(if the discharge occurs before January 12, 2000) or a period of 12 months (if
the discharge occurs on or after January 12, 2000). During the same period,
group insurance coverage will continue and Mr. Maier will be subject to a non-
competition covenant. We will also reimburse Mr. Maier for a part of any excise
tax imposed on him under section 4999 of the Internal Revenue Code as the
result of a severance payment or option acceleration following a change in
control.


                                       58
<PAGE>

  Kenneth R. Pelowski.  We entered into an employment agreement with our chief
operating officer and chief financial officer, Kenneth R. Pelowski, dated March
25, 1999. Under the agreement, he is entitled to an annual salary of $175,000
and a cash bonus of up to $50,000 per year. He was also entitled to an option
to purchase 500,000 shares of our common stock with an exercise price of $1.00
per share, which was the fair market value at the time of grant (as determined
by our board of directors). These shares are subject to our standard vesting
schedule, which provides that one-eighth of the shares vest after six months of
service and the balance vests in equal monthly installments over the next 42
months of continuous service. If Mr. Pelowski is actually or constructively
discharged within 18 months after GetThere.com is subject to a change in
control, then all shares vest. We will reimburse Mr. Pelowski for a part of any
excise tax imposed on him under section 4999 of the Internal Revenue Code as
the result of a severance payment or option acceleration following a change in
control. In connection with his employment with us, Mr. Pelowski assigned a
business concept to us. In return, we granted him 125,000 restricted shares of
our common stock. These shares vest in 24 equal monthly installments commencing
on March 29, 1999, subject to Mr. Pelowski's continuing service.

  Eric R. Sirkin. On November 16, 1998, we entered into an agreement with Eric
R. Sirkin, our vice president of engineering. Under the agreement, Dr. Sirkin's
minimum salary is $165,000 per year. He was also entitled to receive an option
covering 450,000 shares of our common stock. The agreement further provides
that these shares will vest in full if GetThere.com is subject to a change in
control. If we terminate Dr. Sirkin's employment without cause, he is entitled
to four months' salary.

  Richard D.C. Whilden. We entered into an agreement dated March 1, 1999, with
Richard D.C. Whilden, the chairman of our board of directors and our former
president and chief executive officer. Under the agreement, Mr. Whilden
remained a full-time employee until March 15, 1999. During the following 12
months, Mr. Whilden is obligated to make himself available to provide
consulting services. He is receiving a retainer of $5,000 per month for up to
two days of consulting per month. Additional services are compensated at the
rate of $2,000 per day. Either we or Mr. Whilden may terminate the consulting
services at any time, but the $5,000 monthly retainer will continue through
December 1999 if we terminate the consulting services before that date.
Moreover, if Mr. Whilden's service as a consultant or director terminates for
any reason other than voluntary resignation before March 15, 2000, then he will
receive service credit through that date for purposes of vesting in his
restricted shares of our common stock. Under the agreement, the 650,000
restricted shares granted to Mr. Whilden in 1998 are vesting at an accelerated
rate (27,083 shares per month during the period from March 1999 to March 2000)
and will be fully vested on March 10, 2000, if his service continues until
then. All of these shares vest if GetThere.com is subject to a change in
control.

  Kenneth G. Swanton. We entered into an agreement dated March 11, 1998, with
Kenneth G. Swanton, our former president and chief executive officer, and
amended that agreement on June 30, 1998. Under that agreement, as amended, Mr.
Swanton resigned as our president and chief executive officer on March 11,
1998, but remained employed as the vice chairman of our board of directors
until August 31, 1998. As vice chairman, Mr. Swanton was paid an annual salary
of $225,000. Mr. Swanton received severance payments at the same rate until
January 31, 1999, and group insurance coverage also continued until that date.
For purposes of determining the vested portion of the restricted shares that we
had granted to Mr. Swanton, his service was deemed to continue until September
10, 1998.

Stock Plans

 1999 Stock Incentive Plan

  Share Reserve. Our board of directors adopted our 1999 stock incentive plan
on August 16, 1999, subject to stockholders approval. We have reserved five
million shares of our common stock for issuance under the 1999 stock incentive
plan. On February 1 of each year, starting with the year 2001, the number of
shares in the reserve will automatically increase by 4% of the total number of
shares of common stock that are outstanding at that time or, if less, by three
million shares. In general, if options or shares awarded under the 1999 stock
incentive plan are forfeited, then those options or shares will again become
available for awards under the 1999 stock incentive plan. We have not yet
granted any options under the 1999 stock incentive plan.

                                       59
<PAGE>

  Administration. The compensation committee of our board of directors
administers the 1999 stock incentive plan. The committee has the complete
discretion to make all decisions relating to the interpretation and operation
of our 1999 stock incentive plan. The committee has the discretion to determine
who will receive an award, what type of award it will be, how many shares will
be covered by the award, what the vesting requirements will be (if any), and
what the other features and conditions of each award will be. The compensation
committee may also reprice outstanding options and modify outstanding awards in
other ways.

  Eligibility. The following groups of individuals are eligible to participate
in the 1999 stock incentive plan:

  . employees;

  . members of our board of directors who are not employees; and

  . consultants.

  Types of Award. The 1999 stock incentive plan provides for the following
types of award:

  . incentive stock options to purchase shares of our common stock;

  . nonstatutory stock options to purchase shares of our common stock; and

  . restricted shares of our common stock.

  Options. An optionee who exercises an incentive stock option may qualify for
favorable tax treatment under Section 422 of the Internal Revenue Code of 1986.
On the other hand, nonstatutory stock options do not qualify for such favorable
tax treatment. The exercise price for incentive stock options granted under the
1999 Stock Incentive Plan may not be less than 100% of the fair market value of
our common stock on the option grant date. In the case of nonstatutory stock
options, the minimum exercise price is 70% of the fair market value of our
common stock on the option grant date. Optionees may pay the exercise price by
using:

  . cash;

  . shares of common stock that the optionee already owns;

  . a full-recourse promissory note, except that the par value of newly
    issued shares must be paid in cash;

  . an immediate sale of the option shares through a broker designated by us;
    or

  . a loan from a broker designated by us, secured by the option shares.

  Options vest at the time or times determined by the compensation committee.
In most cases, our options vest over the four-year period following the date of
grant. Options generally expire 10 years after they are granted, except that
they generally expire earlier if the optionee's service terminates earlier. The
1999 stock incentive plan provides that no participant may receive options
covering more than five million shares in the same year.

  Restricted Shares. Restricted shares may be awarded under the 1999 stock
incentive plan in return for:

  . cash;

  . a full-recourse promissory note, except that the par value of newly
    issued shares must be paid in cash;

  . services already provided to us; and

  . in the case of treasury shares only, services to be provided to us in the
    future.

  Restricted shares vest at the time or times determined by the compensation
committee.

  Change in Control. The compensation committee determines to what extent an
option or restricted stock award under the 1999 stock incentive plan will vest
on an accelerated basis if GetThere.com is subject to a change in control.
Vesting could accelerate in full, or it could apply only to a part of an award.
Accelerated

                                       60
<PAGE>

vesting could occur immediately after the change in control, or it could be
contingent upon the involuntary or constructive discharge of the participant
following the change in control. In general, all awards will vest in full upon
a change in control if the surviving corporation fails to assume the award or
to replace it with a comparable award. A change in control includes:

  . a merger of GetThere.com after which our stockholders own 50% or less of
    the surviving corporation (or its parent company);

  . a sale of all or substantially all of our assets;

  . a proxy contest that results in the replacement of more than one-half of
    our directors over a 24-month period; or

  . an acquisition of 50% or more of our outstanding stock by any person or
    group.

  Amendments or Termination. Our board may amend or terminate the 1999 stock
incentive plan at any time. If our board of directors amends the plan, it does
not need to ask for stockholder approval of the amendment unless applicable law
requires it. The 1999 stock incentive plan will continue in effect
indefinitely, unless the board decides to terminate the plan earlier.

 1999 Employee Stock Purchase Plan

  Share Reserve and Administration. Our board of directors adopted our 1999
employee stock purchase plan on August 16, 1999, subject to stockholder
approval. Our 1999 employee stock purchase plan is intended to qualify under
Section 423 of the Internal Revenue Code. We have reserved 2,500,000 shares of
our common stock for issuance under the plan. On June 1 of each year, starting
with the year 2000, the number of shares in the reserve will automatically be
restored to 2,500,000. In other words, the reserve will be increased by the
number of shares that have been issued under the 1999 employee stock purchase
plan during the prior 12-month period. The plan will terminate automatically on
August 15, 2009, unless it is extended by the board of directors and the
extension is approved by a vote of the stockholders. The plan will be
administered by the compensation committee of our board of directors.

  Eligibility. All of our employees are eligible to participate if they are
employed by us for more than 20 hours per week and for more than five months
per year. Eligible employees may begin participating in the 1999 employee stock
purchase plan at the start of any offering period. Each offering period lasts
24 months. Overlapping offering periods start on June 1 and December 1 of each
year. However, the first offering period will start on the effective date of
this offering and end on November 30, 2001.

  Amount of Contributions. Our 1999 employee stock purchase plan permits each
eligible employee to purchase common stock through payroll deductions. Each
employee's payroll deductions may not exceed 15% of the employee's cash
compensation. Purchases of our common stock will occur on May 31 and November
30 of each year. Each participant may purchase up to 3,000 shares on any
purchase date (6,000 shares per year). But the value of the shares purchased in
any calendar year (measured as of the beginning of the applicable offering
period) may not exceed $25,000.

  Purchase Price. The price of each share of common stock purchased under our
1999 employee stock purchase plan will be 85% of the lower of:

  . the fair market value per share of common stock on the date immediately
    before the first day of the applicable offering period, or

  . the fair market value per share of common stock on the purchase date.

  In the case of the first offering period, the price per share under the plan
will be 85% of the lower of:

  . the price per share to the public in this offering, or

                                       61
<PAGE>

  . the fair market value per share of common stock on the purchase date.

  Other Provisions. Employees may end their participation in the 1999 employee
stock purchase plan at any time. Participation ends automatically upon
termination of employment with GetThere.com. If a change in control of
GetThere.com occurs, our 1999 employee stock purchase plan will end and shares
will be purchased with the payroll deductions accumulated to date by
participating employees, unless the plan is assumed by the surviving
corporation or its parent. Our board of directors may amend or terminate the
1999 employee stock purchase plan at any time. If our board increases the
number of shares of common stock reserved for issuance under the plan (except
for the automatic increases described above), it must seek the approval of our
stockholders.

 1999 Directors' Stock Option Plan

  Share Reserve. Our board of directors adopted our 1999 directors' stock
option plan on August 16, 1999, subject to stockholder approval. We have
reserved 750,000 shares of our common stock for issuance under the plan. On
February 1 of each year, starting with the year 2001, the number of shares in
the reserve will automatically be restored to 750,000. In other words, the
reserve will be increased by the number of shares that have been granted under
the 1999 directors' stock option plan during the prior 12-month period. In
general, if options granted under the 1999 directors' stock option plan are
forfeited, then those options will again become available for grants under the
plan. The directors' stock option plan will be administered by the compensation
committee of our board of directors, although all grants under the plan are
automatic and non-discretionary.

  Initial Grants. Only the non-employee members of our board of directors will
be eligible for option grants under the 1999 directors' stock option plan. Each
non-employee director will receive an initial option to buy 50,000 shares on
the effective date of this offering. Each non-employee director who first joins
our board after the effective date of this offering will receive an initial
option for 50,000 shares. That grant will occur when the director takes office.
The initial options vest in equal monthly installments over the four-year
period following the date of grant, except that all vesting for the first year
occurs at the close of that year.

  Annual Grants. At the time of each of our annual stockholders' meetings,
beginning in 2000, each non-employee director who will continue to be a
director after that meeting will automatically be granted an annual option for
12,500 shares of our common stock. However, a new non-employee director who is
receiving the 50,000-share initial option will not receive the 12,500 share
annual option in the same calendar year. The annual options vest in equal
monthly installments over the one-year period following the date of grant.

  Other Option Terms. The exercise price of each non-employee director's option
will be equal to the fair market value of our common stock on the option grant
date. A director may pay the exercise price by using cash, shares of common
stock that the director already owns, or an immediate sale of the option shares
through a broker designated by us. The non-employee directors' options have a
10-year term, except that they expire one year after a director leaves the
board (if earlier). If a change in control of GetThere.com occurs, a non-
employee director's option granted under the 1999 directors' stock option plan
will become fully vested (unless the accounting rules applicable to a pooling
of interests preclude acceleration). Vesting also accelerates in the event of
the optionee's death or disability.

  Amendments or Termination. Our board may amend or terminate the 1999
directors' stock option plan at any time. If our board amends the plan, it does
not need to ask for stockholder approval of the amendment unless applicable law
requires it. The 1999 directors' stock option plan will continue in effect
indefinitely, unless the board decides to terminate the plan.

                                       62
<PAGE>

                              CERTAIN TRANSACTIONS

Equity Financings and Stockholders Arrangements

  Since February 1, 1996, we have issued and sold shares of our preferred stock
to the following persons who are our principal stockholders, executive officers
or directors.

<TABLE>
<CAPTION>
                             Shares of       Shares of       Shares of       Shares of
                             Series A        Series B        Series C        Series E
Investor                  Preferred Stock Preferred Stock Preferred Stock Preferred Stock
<S>                       <C>             <C>             <C>             <C>
United Air Lines .......           --              --        4,060,875       1,500,000
Entities affiliated with
 Brentwood Associates ..     1,985,353         512,048             --              --
American Express........           --              --          875,423       2,121,077
Entities affiliated with
 U.S. Venture Partners..           --        2,409,639             --              --
ITN Joint Venture.......     1,544,163             --              --           80,000
Hambrecht 1980 Revocable
 Trust..................           --              --           25,000             --
WR Hambrecht + Co.......           --              --           25,000             --
</TABLE>

  Shares held by all affiliated persons and entities have been aggregated.
Share numbers and purchase price information are reflected on an as if
converted into shares of common stock basis. See "Principal Stockholders" for
more detail on shares held by these purchasers. The per share purchase price
for the series A preferred stock was $1.13. The per share purchase price for
the series B preferred stock was $1.66. The per share price for the series C
preferred stock was $5.125. The per share purchase price for the series E
preferred stock was $12.50. Dale J. Vogel, one of our directors, is an
affiliate of each of the entities affiliated with U.S. Venture Partners.
Jeffrey D. Brody, one of our directors, is a general partner of Brentwood
Venture Capital and as such is an affiliate of each of the entities affiliated
with Brentwood Associates. John Ueberroth, one of our directors, is an
affiliate of the ITN Joint Venture. William R. Hambrecht, one of our directors,
is trustee of the Hambrecht 1980 Revocable Trust and chairman and chief
executive officer of WR Hambrecht + Co.

  In addition to the shares listed above, we issued the following warrants:

  . a warrant to purchase 51,205 shares of our series B preferred stock at an
    exercise price of $1.66 per share to entities affiliated with Brentwood
    Associates;

  . a warrant to purchase 240,964 shares of our series B preferred stock at
    an exercise price of $1.66 per share to entities affiliated with U.S.
    Venture Partners; and

  . a warrant to purchase 375,000 shares of our common stock at an exercise
    price of $16.50 per share, a warrant to purchase 730,023 shares of our
    series E preferred stock at an exercise price of $21.00 per share and a
    warrant to purchase 730,023 shares of our series E preferred stock at an
    exercise price of $31.00 per share to American Express.

  For a description of warrants we issued to United Air Lines, see "--United
Air Lines."

  Under the terms of our shareholders agreement, United Air Lines and a number
of our stockholders, including chief technical officer Dan Whaley, Richard D.C.
Whilden, chairman of our board of directors, entities affiliated with Brentwood
Associates, ITN Joint Venture, entities affiliated with U.S. Venture Partners
and Covia, are subject to a standstill agreement. Under the standstill
agreement, the above investors agree that they will not:

  . acquire, attempt to acquire or participate in the acquisition of voting
    securities that places their holdings of our voting securities above a
    specified percentage;

  . participate in the solicitation of proxies in opposition to any proxy
    solicitation being conducted by us; or

  . enter into any agreements or substantive discussions with any third party
    regarding the acquisition of our business or the solicitation of proxies.

                                       63
<PAGE>

  The standstill agreement terminates on the earlier of:

  . May 10, 2001;

  . a breach by a party to the agreement other than United Air Lines or
    Covia, unless the breach is unintentional and cured within specified
    times; or

  . a third party's:

    . commencement of or publicly announced intention to acquire or
      beneficially own 15% or more of our outstanding stock (or 10% or more
      of our outstanding stock in the case of certain specified companies);

    . acquisition or beneficial ownership of 15% or more of our outstanding
      stock (or 10% or more of our outstanding stock in the case of certain
      specified companies), provided that the third party has also filed a
      Schedule 13D reserving the right to hold the securities with the
      purpose of changing or influencing control over us;

    . acquisition of all or substantially all of our assets;

    . agreement to acquire us or public announcement of its intention to
      acquire us;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us; or

    . entering into substantive discussions with our board of directors or
      any of our executive officers with knowledge of any four members of
      our board of directors regarding any of the foregoing actions.

  In addition, American Express is subject to a standstill agreement. Under
this agreement, it has agreed that it will not:

  .  acquire, attempt to acquire or participate in the acquisition of voting
     securities that places their holdings of our voting securities above a
     specified percentage;

  .  participate in the solicitation of proxies in opposition to any proxy
     solicitation being conducted by us; or

  .  enter into any agreements or substantive discussions with any third
     party regarding the acquisition of our business or the solicitation of
     proxies.

  The standstill agreement terminates on the earlier of:

  .  May 10, 2001;

  .  a breach of the standstill agreement by any of the parties other than
     American Express, unless the breach is unintentional and is cured within
     specified times;

  .  an occurrence of a termination event as it is defined in our amended and
     restated shareholders agreement, dated September 14, 1999; or

  .  a third party's:

    .  commencement of or publicly announced intention to acquire or
       beneficially own 12.5% or more of our outstanding stock (or 10% or
       more of our outstanding stock in the case of certain specified
       companies, or 30% or more of our outstanding stock if the third
       party is United Air Lines or any of its affiliates);

    .  acquisition of beneficial ownership of 12.5% or more of our
       outstanding stock (or 10% or more of our outstanding stock in the
       case of certain specified companies, or 30% or more of our
       outstanding stock if the third party is United Air Lines or any of
       its affiliates), provided that the third party has also filed a
       Schedule 13D reserving the right to hold the securities with the
       purpose of changing or influencing control over us;

    .  filing of a notification and report form under the Hart-Scott-Rodino
       Act, reflecting an intent to acquire all or substantially all of our
       assets;

                                       64
<PAGE>

    .  acquisition of all or substantially all our assets;

    .  agreement to acquire us or substantially all of our assets, or to
       beneficially own 12.5% or more of our outstanding stock, if the
       third party has not also entered into a similar standstill
       agreement;

    .  solicitation of proxies in opposition to any proxy solicitation
       being conducted by us; or

    .  public announcement of its intention to undertake any of the
       foregoing actions.

Employment-Related Agreements

  In connection with Mr. Pelowski's employment with us, he assigned a business
concept to us. In return, we issued to him 125,000 restricted shares of common
stock. These shares vest in 24 equal monthly installments commencing on March
29, 1999, subject to Mr. Pelowski's continuing service with us.

  Some of our executive officers have entered into employment agreements with
us. See "Management--Employment Agreements and Change of Control Arrangements."

  We have entered into an indemnification agreement with each of our executive
officers and directors. See "Management--Indemnification of Officers and
Directors."

Options Granted to Executive Officers Since January 31, 1999

  The following table sets forth information regarding the number of options
granted and stock issued to our executive officers since January 31, 1999, the
end of our most recent fiscal year.

<TABLE>
<CAPTION>
                                                       Number of Options Granted
   Executive Officers                                   Since January 31, 1999
   <S>                                                 <C>
   Gadi Maier.........................................         1,700,000
   Kenneth R. Pelowski................................           800,000
   Eric R. Sirkin.....................................           225,000
   Daniel Whaley......................................           315,000
</TABLE>

American Express

  In September 1999, we entered into a Web services and travel agreement under
which American Express has agreed to promote and sell customized, co-branded
versions of our Internet-based travel procurement solutions to their customers
and potential customers. See "Business--Relationship with American Express."

  In September 1999, American Express purchased one share of our series D3
preferred stock. As the holder of the outstanding share of series D3 preferred
stock, American Express has the right to elect a representative to our board of
directors. See "Management--Executive Officers and Directors."

United Air Lines

  In November 1997, we entered into a services agreement with United Air Lines,
the parent company of Covia, under which we agreed, at specified fees, to host
and provide support for a set of customized world wide web pages through which
United Air Lines customers may access our reservation system. In addition,
United Air Lines agreed to pay us various fees for customization and
miscellaneous services.

  In connection with our sale of 4,060,875 shares of series C preferred stock
to Covia in May 1998, we also sold Covia the right to have us grant Covia a
warrant to purchase up to 807,698 shares of series C preferred stock at a price
of $0.01 per share. In addition, we granted Covia the right to have us grant
Covia an option to purchase, at its choice, up to 2,473,392 shares of series C
preferred stock at a price of $5.125 per share or, for a purchase price of
$5.125 per share, a warrant to purchase up to 2,473,392 shares of series C
preferred stock at

                                       65
<PAGE>

an exercise price of $0.01 per share. As a result of an unsatisfied contingency
contained in the series C preferred stock purchase agreement, Covia no longer
has a right to receive an option for 2,473,392 shares of series C preferred
stock or a warrant for 2,473,392 shares of series C preferred stock, and
instead Covia currently has the right to receive either an option to purchase
1,424,539 shares of series C preferred stock or a warrant to purchase 1,424,539
shares of series C preferred stock. These options terminate on the earlier of
November 10, 2000 or the date we are acquired by another company.

  Also, in connection with Covia's purchase of our series C preferred stock, we
granted Covia an option to purchase one share of series D1 preferred stock and
one share of series D2 preferred stock at a price of $10.00 per share. Each of
the series D1 preferred stock and the series D2 preferred stock carries with it
the right to elect one member to our board of directors. For a description of
the terms of this option and the rights and obligations related into our series
D1 preferred stock and series D2 preferred stock, see "Management--Executive
Officer and Directors" and "Description of Capital Stock."

  Our shareholders agreement provides that if Covia exercises its options to
purchase a share of series D1 preferred stock or series D2 preferred stock, it
will participate, either in person or by proxy, in shareholders' meetings and
will vote these shares in favor of any proposal approved by our board of
directors and submitted to the shareholders, provided the proposal is not for
the purpose of nominating, electing, or removing board members. Covia has
agreed not to exercise any dissenters' rights or transfer either the D1 or D2
shares during any period prohibited by pooling accounting treatment rules.

  Covia has also agreed, in the event we decide to sell our business, to
participate, either in person or by proxy, in any shareholders' meeting
regarding the sale, and to vote its shares in favor of the sale. Covia will not
exercise any dissenters' rights or transfer either the series D1 preferred
stock or series D2 preferred stock shares for 120 days prior to the sale.
Covia's obligation to vote in favor of our decision to sell our business
commences upon the earlier of August 10, 2000 or the termination of our
commercial relationship with United Air Lines by us as a result of United Air
Lines' nonperformance or by United Air Lines for any or no reason.

  In connection with Covia's purchase of 1,500,000 shares of our series E
preferred stock on September 14, 1999, we issued to Covia a warrant to purchase
1,136,821 shares of our series C preferred stock at an exercise price of $11.20
per share.

  All future transactions, including loans, if any, between us and our
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the board of directors, including a majority of the
independent and disinterested outside directors on the board of directors, and
will continue to be on terms no less favorable to us than could be obtained
from unaffiliated third parties.

Indebtedness of Management

  The following executive officers and relatives of executive officers
delivered to us full-recourse promissory notes to purchase restricted stock
under the 1996 stock incentive plan. The full principal amount and accrued
interest under each note remain outstanding. The terms of the notes are
summarized below:

<TABLE>
<S>           <C>                  <C>           <C>               <C>
              Highest Loan Balance
               During Period From  Loan Balance
              February 1, 1998 to  on August 31,    Date of
Name            August 31, 1999        1999         Maturity       Interest Rate
                                                 --------------
Gadi Maier..       $1,010,227         $1,010,227 June 21, 2004         5.37%
Kenneth R.
 Pelowski...          507,797            507,797 May 12, 2004 (1)      5.22
Eric
 Sirkin.....          282,863            282,863 June 21, 2004 (1)     5.37
Al Whaley...          141,707            141,707 June 21, 2004 (1)     5.37
Daniel
 Whaley.....          318,221            318,221 June 21, 2004         5.37
</TABLE>

(1) Also becomes due 180 days after employment with us terminates for any
   reason.

  Messrs. Maier, Pelowski, Sirkin and Daniel Whaley are executive officers. Al
Whaley is a co-founder and former chief technical officer.


                                       66
<PAGE>

                             PRINCIPAL STOCKHOLDERS

  The following table sets forth certain information regarding the beneficial
ownership of our common stock as of September 14, 1999. The information is
provided with respect to:

  . each person who is known to us to own beneficially more than 5% of the
    outstanding shares of common stock;

  . each of our directors;

  . each of our Named Executive Officers; and

  . all of our directors and executive officers as a group.

  Applicable percentage ownership in the following table is based on 26,852,496
shares of common stock outstanding as of September 14, 1999, as adjusted to
reflect the conversion of all outstanding shares of series A, B, C and E
preferred stock upon the closing of this offering as well as the exercise of
warrants to purchase 407,852 shares of our common stock.

  The numbers shown in the table below assume no exercise by the underwriters
of their over-allotment option. GetThere.com has granted the underwriters an
option to purchase up to     shares to cover over-allotments, if any.

  Unless otherwise indicated, the address for each listed stockholder is c/o
GetThere.com, 445 Sherman Avenue, Palo Alto, CA 94306.

  Except as otherwise indicated by footnote, and subject to community property
laws where applicable, the persons named in the table below have sole voting
and investment power with respect to all of the shares of common stock shown as
beneficially owned.

                          Principal Stockholders Table

<TABLE>
<CAPTION>
                                                               Percentage of
                                                                  Shares
                                                               Beneficially
                                                 Number of       Owned(1)
                                                   Shares    -----------------
                                                Beneficially Prior to  After
Directors and Executive Officers                   Owned     Offering Offering
<S>                                             <C>          <C>      <C>
Gadi Maier(2)..................................   1,800,000    6.51%
Daniel Whaley(3)...............................   1,315,000    4.90
Eric Sirkin(4).................................     405,000    1.50
Richard D.C. Whilden(5)........................     833,250    3.10
Jeffrey D. Brody(6)............................   2,563,606    9.54
William R. Hambrecht(7)........................      65,000    0.24
John Ueberroth(8)..............................   1,869,163    6.96
Dale J. Vogel(9)...............................   2,665,603    9.92
Executive officers and directors as a group (9
 persons)(10)..................................  12,316,622   43.94

5% Stockholders
United Air Lines (11)..........................   8,929,935   33.26
American Express(12)...........................   4,831,547   17.99
Entities associated with Brentwood
 Associates(13)................................   2,548,606    9.49
Entities associated with U.S.Venture
 Partners(14)..................................   2,650,603    9.87
ITN Joint Venture(15)..........................   1,624,163    6.05
</TABLE>
---------------------
 (1) Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission and includes voting or investment power
     with respect to the securities. Shares of common stock subject to options,
     warrants or other rights to purchase which are currently exercisable or
     are

                                       67
<PAGE>

    exercisable within 60 days after September 14, 1999 are deemed outstanding
    for purposes of computing the percentage ownership of the persons holding
    such options, warrants or other rights, but are not deemed outstanding for
    purposes of computing the percentage ownership of any other person.
 (2) Includes personal options immediately exercisable for 800,000 shares.
     159,256 of Mr. Maier's shares and options to purchase shares were vested
     as of July 31, 1999.
 (3) 1,052,500 shares were vested as of July 31, 1999.
 (4) Includes personal options immediately exercisable for 125,000 shares, of
     which 29,166 shares were vested as of July 31, 1999.
 (5) Includes personal options immediately exercisable for 15,000 shares.
     799,238 of Mr. Whilden's shares and options to purchase shares were
     vested as of July 31, 1999.
 (6) Includes 2,437,160 shares held of record by Brentwood Associates, VII,
     L.P. and 60,241 shares of record held by Brentwood Affiliates Fund, L.P.,
     and assumes the exercise of warrants for a total of 51,205 shares held by
     both entities. Mr. Brody is the general partner of both the Brentwood
     Associates fund and the Brentwood Affiliates Fund. Mr. Brody disclaims
     beneficial interest in such shares, except as to his pecuniary interest
     in both entities. Also includes personal options immediately exercisable
     for 15,000 shares, of which 1,562 shares were vested as of July 31, 1999.
 (7) Includes 25,000 shares held of record by the 1980 Hambrecht Revocable
     Trust and 25,000 shares held of record by WR Hambrecht + Co. Also
     includes personal options immediately exercisable for 15,000 shares.
     16,145 of Mr. Hambrecht's shares and options to purchase shares were
     vested as of July 31, 1999.
 (8) Includes 1,624,163 shares held of record by ITN Joint Venture. Mr.
     Ueberroth currently serves as President of Ambassadors International,
     Inc., which owns stock in the ITN Joint Venture. Mr. Ueberroth exercises
     voting and investment control over these shares. He disclaims beneficial
     ownership of these shares, except to the extent of his pecuniary interest
     in Ambassadors International, Inc. Also includes personal options
     immediately exercisable for 15,000 shares, of which 1,562 shares were
     vested as of July 31, 1999.
 (9) Includes 2,168,675 shares held of record by U.S. Venture Partners V,
     L.P., 120,482 shares held of record by USVP V International, L.P., 53,012
     shares held of record by USVP V Entrepreneur Partners, L.P., and 67,470
     shares held of record by 2180 Associates Fund V, L.P. (collectively, the
     "USVP Entities"). Also assumes the exercise of warrants for 240,964
     shares held by the USVP entities. Mr. Vogel has an "assignee interest in"
     and is referred to as a "venture partner" of Presidio Management Group V,
     LLC, which is the General partner of each of the USVP Entities. Mr. Vogel
     does not share voting or disposition control over these holdings. He
     disclaims beneficial interest in such shares, except as to his pecuniary
     interest therein arising as a result of his "assignee interest in"
     Presidio Management Group V, LLC. Also includes personal options
     immediately exercisable for 15,000 shares, of which 1,562 shares were
     vested as of July 31, 1999.
(10) Includes personal options immediately exerciseable for 1,175,000 shares.
(11) Includes rights to purchase or warrants to purchase 3,369,060 shares. The
     address of Covia is 1200 East Algonquin Road, Elk Grove Township,
     Illinois 60007.
(12) Includes warrants for 1,835,046 shares. The address of American Express
     is American Express Tower, World Financial Center, New York, New York
     10285.
(13) Includes 2,437,160 shares held of record by Brentwood Associates, VII,
     L.P. and 60,241 shares of record held by Brentwood Affiliates Fund, L.P.,
     and assumes the exercise of warrants for a total of 51,205 shares held by
     both entities. The address of Brentwood Associates is 3000 Sand Hill
     Road, Building 1, Suite 260, Menlo Park, California 94025.
(14) Includes 2,168,675 shares held of record by U.S. Venture Partners V,
     L.P., 120,482 shares held of record by U.S.V.P. V International, L.P.,
     53,012 shares held of record by USVP V Entrepreneur Partners, L.P., and
     67,470 shares held of record by 2180 Associates Fund V, L.P. Also assumes
     the exercise of warrants for 240,964 shares held by the USVP Entities.
     The address of U.S. Venture Partners is 2180 Sand Hill Road, Menlo Park,
     California 94025.
(15) The address of ITN Joint Venture is c/o Ambassadors International Inc.,
     1071 Camelback Street, Newport Beach, California 92660-3228.

                                      68
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

  At the closing of this offering, our authorized capital stock will consist of
200,000,000 shares of common stock and 10,000,000 shares of preferred stock. We
have designated one share of series D1 preferred stock, one share of series D2
preferred stock and one share of series D3 preferred stock. As of July 31,
1999, 7,663,730 shares of common stock were issued and outstanding and
11,731,314 shares of preferred stock, convertible into 11,731,314 shares of
common stock upon the completion of the offering, were issued and outstanding.
As of July 31, 1999, we had 117 stockholders.

  The following description of our capital stock does not purport to be
complete and is subject to and qualified in its entirety by our amended and
restated certificate of incorporation to be effective after the closing of this
offering, our bylaws and the provisions of applicable Delaware law.

Common Stock

  Each holder of common stock is entitled to one vote for each share on all
matters to be voted upon by the stockholders.

  Subject to the preferences to which holders of any shares of preferred stock
issued after the offering may be entitled, holders of the common stock are
entitled to receive ratably such dividends and other distributions, if any,
that the board of directors may, from time to time, declare out of funds
legally available therefor. See "Dividend Policy." In the event of our
liquidation, dissolution or winding up, subject to the rights of holders of
series D1 preferred stock, series D2 preferred stock and series D3 preferred
stock, holders of common stock would be entitled to share in any of our assets
remaining after the payment of liabilities and the satisfaction of any
liquidation preference granted to the holders of any outstanding shares of
preferred stock.

  Holders of common stock have no preemptive or conversion rights or other
subscription rights, nor are there any redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
the shares of common stock offered by us in this offering, when issued and paid
for, will be, fully paid and nonassessable. The rights, preferences and
privileges of the holders of the common stock are subject to, and may be
adversely affected by, the rights of the holders of our series D1, D2, or D3
preferred stock, or any shares of preferred stock that we may designate in the
future.

Preferred Stock

  Upon completion of this offering, other than one share of series D3 preferred
stock, no shares of preferred stock will be outstanding. However, United Air
Lines, through its wholly owned subsidiary Covia, holds an option to purchase
one share of series D1 preferred stock and one share of series D2 preferred
stock. See "Certain Transactions--United Air Lines" for a description of the
terms of the option.

  Each holder of series D1 preferred stock, series D2 preferred stock and
series D3 preferred stock is entitled to vote on all matters to be voted upon
by the stockholders. Each holder of series D1 preferred stock, series D2
preferred stock and series D3 preferred stock is entitled to the number of
votes equal to the number of shares of common stock into which a share of
series D1 preferred stock, series D2 preferred stock and series D3 preferred
stock could be converted at the record date for determination of the
stockholders entitled to vote on matters to be voted upon by the stockholders.
In addition, so long as any shares of series D1 preferred stock are
outstanding, we may not take any action that adversely affects the rights of
the series D1 preferred stock or that increases the authorized number of shares
of series D1 preferred stock without the approval of the holder of series D1
preferred stock. So long as any shares of series D2 preferred stock are
outstanding, we may not take any action that adversely affects the rights of
the series D2 preferred stock or that increases the authorized number of shares
of series D2 preferred stock without the approval of the holder of series D2
preferred stock. So long as any shares of series D3 preferred stock are
outstanding, we may not take any action that adversely affects the rights of
the series D3 preferred stock or that increases the authorized number of shares
of series D3 preferred stock.

                                       69
<PAGE>

  Also, so long as a share of series D1 preferred stock remains outstanding,
one member of our board of directors will be elected by the holder of series D1
preferred stock. So long as a share of series D2 preferred stock remains
outstanding, one member of our board of directors will be elected by the
holders of series D2 preferred stock. So long as a share of series D3 preferred
stock remains outstanding, one member of our board of directors will be elected
by the holders of the series D3 preferred stock.

  Subject to the rights of preferred stock that may be authorized and issued
after this offering, holders of series D1 preferred stock, series D2 preferred
stock and series D3 preferred stock are entitled to receive ratably with
holders of common stock such dividends and other distributions, if any, that
the board of directors may, from time to time, declare out of funds legally
available therefor. See "Dividend Policy." In the event of our liquidation,
dissolution or winding up, each holder of series D1 preferred stock and series
D2 preferred stock will be entitled to $10.00 per share, and each holder of
series D3 preferred stock will be entitled to $12.50 per share as adjusted for
stock splits, consolidations and the like, prior to any distribution to holders
of common stock.

  Each share of series D1 preferred stock, series D2 preferred stock and series
D3 preferred stock is convertible, at the option of the holder, into one share
of common stock, subject to proportional adjustments for stock splits,
combinations, dividends and the like. Each share of series D1 preferred stock
and series D2 preferred stock will automatically convert into one share of
common stock, subject to proportional adjustments for stock splits,
combinations, dividends and the like, upon a termination event, as it is
defined in the shareholders' agreement. This event is defined as the earlier
of:

  . May 10, 2001;

  . a breach of the standstill agreement by a party to the agreement other
    than Covia or United Air Lines, unless the breach is unintentional and
    cured within specified times;

  . a third party's:

    . commencement or publicly announced intention to acquire or
      beneficially own 15% or more of our outstanding stock (or 10% or more
      of our outstanding stock in the case of certain specified companies);

    . acquisition or beneficial ownership of 15% or more of our outstanding
      stock (or 10% or more of our outstanding stock in the case of certain
      specified companies), provided that the third party has also filed a
      Schedule 13D reserving the right to hold the securities with the
      purpose of changing or influencing control over us;

    . acquisition of all or substantially all our assets;

    . filing a notification under the Hart-Scott-Rodino Act reflecting an
      intent to acquire all or substantially all of our assets;

    . agreement to acquire us or public announcement of its intention to
      acquire us;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us;

    . public announcement of its intention to do any of the foregoing
      actions; or

    . entering into substantive discussions with our board of directors or
      any of our executive officers with knowledge of any four members of
      our board of directors regarding any of the foregoing actions;

  . Covia's breach of its standstill agreement with us;

  . Covia's transfer or attempt to transfer the option to an entity that does
    not control or is controlled by United Air Lines; or

  . Covia holding less than 2,434,287 shares of our common stock (assuming
    exercise of warrants currently held by Covia).


                                       70
<PAGE>

  In addition, each share of series D1 preferred stock will automatically
convert to common stock upon the earlier of:

  . the date the holder holds less than 2,434,287 shares of our common stock
    (assuming exercise of any warrants to purchase our common stock held by
    the holder at a purchase price of $0.01 or less); or

  . the date the holder transfers the series D1 preferred stock without our
    prior written consent to an entity that does not control us or is not
    controlled by us.

  Likewise, each share of series D2 preferred stock will automatically convert
to common stock upon the earlier of:

  . the date the holder holds less than 3,651,430 shares of our common stock
    (assuming exercise of any warrants to purchase our common stock held by
    the holder at a purchase price of $0.001 or less); or

  . the date the holder transfers the series D2 preferred stock without our
    prior written consent to an entity that does not control us or is not
    controlled by us.

  Each share of series D3 preferred stock will automatically convert into one
share of common stock, subject to proportional adjustments for stock splits,
combinations, dividends and the like, upon a termination event, as it is
defined in the standstill agreement. This event is defined as the earlier of:

  .May 10, 2001;

  . a breach of the standstill agreement by any of the parties other than
    American Express, unless the breach is unintentional and is cured within
    specified times;

  . an occurrence of a termination event as it is defined in our amended and
    restated shareholders agreement; or

  . a third party's:

    . commencement or publicly announced intention to acquire or
      beneficially own 12.5% or more of our outstanding stock (or 10% more
      of our outstanding stock in the case of certain specified companies,
      or 30% or more of our outstanding stock if the third party is United
      Air Lines or any of its affiliates);

    . acquisition or beneficial ownership of 12.5% or more of our
      outstanding stock (or 10% or more of our outstanding stock in the case
      of certain specified companies, or 30% or more of our outstanding
      stock if the third party is United Air Lines or any of its
      affiliates), provided that the third party has also filed a Schedule
      13D reserving the right to hold the securities with the purpose of
      changing or influencing control over us;

    . filing of a notification and report form under the Hart-Scott-Rodino
      Act, reflecting an intent to acquire all or substantially all of our
      assets;

    . acquisition of all or substantially all our assets;

    . agreement to acquire us or substantially all of our assets, or to
      beneficially own 12.5% or more of our outstanding stock, if the third
      party has not also entered into a similar standstill agreement;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us; or

    . public announcement of its intention to undertake any of the foregoing
      actions.

  In addition, each share of series D3 preferred stock will automatically
convert to common stock upon the earlier of:

  . the date that the holder thereof transfers the series D3 preferred
    without our written consent except to a related party of American
    Express;

  . beginning with the first day of the second financial quarter following
    the commencement of sales by American Express pursuant to the Web
    services and travel agreement between us and American

                                       71
<PAGE>

    Express, on the last day of any subsequent three consecutive financial
    quarters during which American Express' sales of our solutions pursuant
    to the Web services and travel agreement to the Global 950 (as defined in
    the Web services and travel agreement) total less than twenty five
    percent (25%) in such three consecutive financial quarter periods of
    American Express' total sales of on-line solutions similar to those
    provided by the Reservation System, as defined in the Web services and
    travel agreement, to new accounts within the Global 950;

  . eighteen (18) months following the closing of this offering;

  . the date of the consummation of a liquidation of our business; or

  . the date on which a neutral, third-party arbitrator mutually chosen by us
    and American Express or a court of law determines that the director
    elected by the holder of the series D3 preferred stock unreasonably
    refused to recuse himself or herself from any meeting of our board of
    directors or a committee thereof following a request for recusal made by
    a majority of the remainder of the board, such request being a
    reasonable, good faith decision made with due deliberation by such
    majority and the basis for which decision has been communicated in
    writing to such director and to American Express prior to the request for
    recusal.

  In addition, the series D3 preferred stock will automatically convert to
common stock:

  . if we consummate this offering on or before the later of (x) December 31,
    1999, or (y) the consummation of the next bona fide sale of our
    securities to investors in an arms-length transaction with gross
    aggregate proceeds of at least $10,000,000, in each case the "pay to play
    date", on the date that the holder of the share of series D3 preferred
    stock holds a percentage of our common stock (calculated assuming (1) the
    conversion of all then-outstanding preferred stock into common stock,
    (2) the issuance of the number of shares of common stock issuable upon
    conversion of the securities issuable upon exercise of outstanding
    warrants to purchase our securities held by the holder of the share of
    series D3 preferred stock and (3) the issuance of all shares of common
    stock issuable upon the exercise of all options vested as of such date
    exercisable for shares of our common stock) equal to less than the
    difference of (x) the percentage of our common stock held by the holder
    of the share of series D3 preferred stock immediately after the
    consummation of this offering minus (y) 1.0%; or

  . if we do not consummate this offering on or before the pay to play date,
    on the date that the holder of the share of series D3 preferred stock
    holds a percentage of our common stock (calculated assuming (1) the
    conversion of all then-outstanding preferred stock into common stock, (2)
    the issuance of the number of shares of common stock issuable upon
    conversion of the securities issuable upon exercise of outstanding
    warrants to purchase our securities held by the holder of the share of
    series D3 preferred stock and (3) the issuance of all shares of common
    stock issuable upon the exercise of all options vested as of such date
    exercisable for shares of our common stock) equal to less than the
    difference of (x) the percentage of our common stock held by the holder
    on the date that American Express is issued shares of our series E
    preferred stock, minus (y) 1.0%.

  In addition, our board of directors is authorized, subject to any
limitations prescribed by law, without stockholder approval, to fix or alter
the rights, preferences and privileges, including voting rights, conversion
rights, dividend rights, redemption privileges and liquidation preferences of
any unissued series of preferred stock and to issue such designated series of
preferred stock. The rights of the holders of the common stock will be subject
to, and may be adversely affected by, the rights of the holders of any such
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of entrenching our board
of directors and making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, a majority of our
outstanding voting stock. We have no present plans to issue any shares or
designate any additional series of preferred stock.

                                      72
<PAGE>

Warrants

  Upon completion of the offering, we will have outstanding warrants and rights
to acquire warrants exercisable for an aggregate of 7,704,503 shares of common
stock, at a weighted average exercise price of $10.62 per share. These warrants
have net exercise provisions under which the holder may, in lieu of payment of
the exercise price in cash, surrender the warrant and receive a net amount of
shares, based on their fair market value of the common stock at the time of
exercise of the warrant, after deducting the exercise price of the warrant.
These warrants expire on dates ranging from two years from the closing of this
offering to five years from the closing of this offering. These warrants and
rights to acquire warrants include:

  .  a warrant to initially purchase up to 1,650,000 shares of our series C
     preferred stock to Northwest Airlines at a price of $5.125 per share.
     The exercisability of the warrant is subject to implementing our
     solutions on Northwest Airlines' primary Web site, www.nwa.com. The
     number of shares exercisable under this warrant is subject to adjustment
     based on the timing of implementing our solutions on the www.nwa.com Web
     site. If our solutions are implemented on this Web site within 12 months
     of the issuance of the warrant, the warrant will be exercisable for
     1,650,000 shares of common stock. If our solutions are implemented on
     this Web site after 12 months but on or prior to 18 months after the
     warrant issuance date, the warrant will be exercisable for 1,500,000
     shares of common stock. If our solutions are implemented on this Web
     site after 18 months but on or prior to 24 months after the warrant
     issue date, the warrant will be exercisable for 1,250,000 shares of
     common stock. If our solutions are not implemented on this Web site
     within 24 months after the warrant issuance date, the warrant will not
     be exercisable for any shares and will terminate;

  .  a warrant to American Express to purchase 375,000 shares of common stock
     at an exercise price of $16.50 per share, a warrant to purchase 730,023
     shares of our series E preferred stock at an exercise price of $21.00
     per share and a warrant to purchase 730,023 shares of our series E
     preferred stock at an exercise price of $31.00 per share;

  .  a warrant to America West Airlines to purchase 500,000 shares of our
     series E preferred stock at an exercise price of $12.50 per share, a
     warrant to Air Canada to purchase 200,000 shares of our series E
     preferred stock at an exercise price of $12.50 per share and a warrant
     to Covia to purchase 1,136,821 shares of our series C preferred stock at
     $11.20 per share; and

  .  we have granted Covia the right to have us grant Covia an option to
     purchase, at its choice, up to 1,424,539 shares of Series C preferred
     stock at a price of $5.125 per share or, for a purchase price of
     $5.125 per share, a warrant to purchase up to 1,424,539 shares of Series
     C preferred stock at an exercise price of $0.01 per share. In addition,
     we sold Covia the right to have us grant Covia a warrant to purchase
     807,698 shares of series C preferred stock at a price of $0.01 per
     share.

Antitakeover Effects of Provisions of the Certificate of Incorporation, Bylaws,
Delaware Law and Standstill Agreement

 Certificate of Incorporation and Bylaws

  We have adopted provisions in our amended and restated certificate of
incorporation and in our amended and restated bylaws that:

  . eliminate the right of stockholders to call a special meeting of
    stockholders or bring matters before a special meeting of stockholders;

  . require stockholders to give us advance notice of their intent to
    nominate directors or bring matters before an annual meeting of
    stockholders;

  . eliminate the ability of stockholders to take action by written consent;
    and

                                       73
<PAGE>

  . permit the board of directors to create one or more series of preferred
    stock and to issue the shares thereof.

  These provisions could adversely affect the rights of the holders of common
stock by delaying, deferring or preventing a change in control. These
provisions are intended to enhance the likelihood of continuity and stability
in the composition of the board of directors and in the policies formulated by
the board of directors and to discourage certain types of transactions that may
involve an actual or threatened change of control. These provisions are
designed to reduce our vulnerability to an unsolicited acquisition proposal and
to discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender
offers for our shares and, as a consequence, they also may inhibit fluctuations
in the market price of our shares that could result from actual or rumored
takeover attempts. Such provisions also may have the effect of preventing
changes in our management.

 Delaware Anti-Takeover Statute

  We are subject to Section 203 of the Delaware General Corporation Law, which,
subject to certain exceptions, prohibits a publicly held Delaware corporation
from engaging in any "business combination" with any "interested stockholder"
for a period of three years following the date that such stockholder became an
interested stockholder, unless:

  . prior to that date, the board of directors approved either the business
    combination or the transaction that resulted in the stockholder becoming
    an interested stockholder;

  . upon consummation of the transaction that resulted in the stockholder
    becoming an interested stockholder, the interested stockholder owned at
    least 85% of the voting stock of the corporation outstanding at the time
    the transaction commenced, excluding for purposes of determining the
    number of shares outstanding those shares owned by directors, officers
    and certain employee stock plans; and

  . on or subsequent to such date, the business combination is approved by
    the board of directors and authorized at an annual or special meeting of
    stockholders, and not by written consent, by the affirmative vote of at
    least 66~% of the outstanding voting stock that is not owned by the
    interested stockholder.

  Section 203 defines "business combination" to include:

  . any merger or consolidation involving the corporation and the interested
    stockholder;

  . any sale, transfer, pledge or other disposition of 10% or more of our
    assets involving the interested stockholder;

  . subject to certain exceptions, any transaction that results in the
    issuance or transfer by us of any of our stock to the interested
    stockholder;

  . any transaction involving us that has the effect of increasing the
    proportionate share of the stock of any class or series beneficially
    owned by the interested stockholder; and

  . the receipt by the "interested stockholder" of the benefit of any loans,
    advances, guarantees, pledges or other financial benefits provided by or
    through the corporation.

  In general, Section 203 defines an interested stockholder as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or
person.

  In addition, some of our stockholders are subject to standstill agreements
preventing them from acquiring over a specified percentage of our voting
securities. These standstill agreements will have the effect of making us more
difficult to be acquired by these stockholders. For a discussion of these
standstill agreements, see "Certain Transactions--Equity Financings and
Stockholders Arrangements."

                                       74
<PAGE>

Registration Rights

  After this offering, the holders of 20,257,882 shares of common stock will be
entitled to certain rights with respect to the registration of these shares
under the Securities Act. Under the terms of our investors' rights agreement
between us and the holders of registrable securities, if we propose to register
any of our securities under the Securities Act, either for our own account or
for the account of other security holders exercising registration rights, these
holders are entitled to notice of such registration and are entitled to include
their shares of such common stock in the registration. Additionally, holders of
17,523,597 shares of the registrable securities are also entitled to certain
demand registration rights under which they may require us to file a
registration statement under the Securities Act at our expense with respect to
our shares of common stock, and we are required to use our best efforts to
effect such registration. Further, the holders of such demand rights may
require us to file additional registration statements on Form S-3. All of these
registration rights are subject to certain conditions and limitations, among
them the right of the underwriters of an offering to limit the number of shares
included in such registration and our right not to effect a requested
registration within six months following the initial public offering of our
securities, including this offering.

Transfer Agent and Registrar

  The Transfer Agent and Registrar for our common stock is
                              .

                                       75
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE

  Upon completion of this offering (assuming no exercise of the underwriters'
overallotment option), we will have an aggregate of            shares of common
stock outstanding, based upon the shares outstanding as of September 14, 1999,
assuming no exercise of outstanding options. Of the total outstanding shares,
the           shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act of 1933, as
amended, except that any shares held by our affiliates, as that term is defined
under the Securities Act, may generally only be sold in compliance with the
limitations of Rule 144 described below.

Sales of Restricted Shares

  The remaining            shares of common stock are deemed restricted shares
under Rule 144. Sale in the public market of these restricted shares is limited
by restrictions under the Securities Act and lock-up agreements or similar
arrangements under which the holders of such shares have agreed not to sell or
otherwise dispose of any of their shares for a period of 180 days after the
date of this prospectus without the prior written consent of Donaldson, Lufkin
& Jenrette Securities Corporation. On the date of this prospectus, no shares
other than the           shares offered hereby will be eligible for sale in the
public market. Beginning 180 days after the date of this prospectus, or earlier
with the consent of Donaldson, Lufkin & Jenrette Securities Corporation,
          restricted shares will become available for sale in the public
market, subject to certain limitations of Rule 144 of the Securities Act.

  The following table shows approximately when the       shares of our common
stock that are not being sold in this offering, but which will be outstanding
when this offering is complete, will be eligible for sale in the public market:

         Eligibility of Restricted Shares for Sale in the Public Market

<TABLE>
<CAPTION>
                                                                          Number
                                                                            of
Date                                                                      Shares
<S>                                                                       <C>
At the effective date....................................................
180 days after the effective date........................................
One year after the effective date........................................
</TABLE>

  Resale of       of the restricted shares that will become available for sale
in the public market starting 180 days after the effective date of this
offering will be limited by volume and other resale restrictions under Rule 144
of the Securities Act because the holders are our affiliates.

  In general, under Rule 144 of the Securities Act as currently in effect,
beginning 90 days after this offering, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year,
including a person who may be deemed an affiliate, is entitled to sell within
any three-month period a number of shares that does not exceed the greater of
1% of the then-outstanding shares of our common stock (approximately
shares after giving effect to this offering) and the average weekly trading
volume of our common stock on the Nasdaq National Market during the four
calendar weeks preceding such sale. Sales under Rule 144 of the Securities Act
are subject to certain restrictions relating to manner of sale, notice and the
availability of current public information about us. A person who is not our
affiliate at any time during the 90 days preceding a sale, and who has
beneficially owned shares for at least two years, would be entitled to sell
such shares immediately following this offering without regard to the volume
limitations, manner of sale provisions or notice or other requirements of Rule
144 of the Securities Act. However, the transfer agent may require an opinion
of counsel that a proposed sale of shares comes within the terms of Rule 144 of
the Securities Act prior to effecting a transfer of such shares.


                                       76
<PAGE>

  Prior to this offering, there has been no public market for our common stock
and no predictions can be made of the effect, if any, that the sale or
availability for sale of shares of additional common stock will have on the
market price of our common stock. Nevertheless, sales of substantial amounts of
such shares in the public market, or the perception that such sales could
occur, could adversely affect the market price of the common stock and could
impair our future ability to raise capital through an offering of our equity
securities.

Options

  As of July 31, 1999, options to purchase a total of 3,511,810 shares of
common stock pursuant to the 1996 stock incentive plan were exercisable. All of
the shares subject to options are subject to lock-up agreements or similar
arrangements. An additional 5,000,000 shares of common stock were reserved as
of August 16, 1999 for future option grants or direct issuances under the 1999
stock incentive plan, 2,500,000 shares of common stock were reserved as of
August 16, 1999 under our 1999 employee stock purchase plan and 750,000 shares
of common stock were reserved as of August 16, 1999 under our 1999 directors'
stock option plan. See "Management--Stock Plans" and Notes 8 and 11 of Notes to
Consolidated Financial Statements.

  We intend to file a registration statement on Form S-8 under the Securities
Act to register all shares of common stock subject to outstanding stock options
and common stock issued or issuable under our 1996 and 1999 stock incentive
plans and our 1999 employee stock purchase plan. We expect to file such a
registration statement shortly after the closing of this offering. Such
registration statement is expected to become effective upon filing. Shares
covered by this registration statement will thereupon be eligible for sale in
the public markets, subject to the lock-up agreements.

                                       77
<PAGE>

                                  UNDERWRITING

  Under the terms and subject to the conditions contained in an underwriting
agreement, the underwriters named below, for whom Donaldson, Lufkin & Jenrette
Securities Corporation, Salomon Smith Barney Inc., Bear, Stearns & Co. Inc. and
WR Hambrecht + Co are acting as representatives, have severally agreed to
purchase, and GetThere.com has agreed to sell to them, severally, the
respective number of shares of common stock set forth opposite their respective
names below:

<TABLE>
<CAPTION>
                                                                       Number of
   Underwriters:                                                        Shares
   <S>                                                                 <C>
   Donaldson, Lufkin & Jenrette Securities Corporation................
   Salomon Smith Barney Inc. .........................................
   Bear, Stearns & Co. Inc. ..........................................
   WR Hambrecht + Co .................................................
                                                                        ------
     Total............................................................
                                                                        ======
</TABLE>

  The underwriting agreement provides that the obligations of the underwriters
to purchase and accept delivery of the shares of common stock in the offering
are subject to approval by their counsel of legal matters concerning the
offering and to conditions precedent that must be satisfied by GetThere.com.
The underwriters are obligated to purchase and accept delivery of all the
shares of common stock in the offering, other than those shares covered by the
over-allotment option described below, if any are purchased.

  The underwriting agreement provides that the underwriters will severally
agree to purchase shares of common stock from GetThere.com at $       per share
and propose to make a public offering of those shares at the initial public
offering price set forth on the cover of this prospectus. If the shares are
sold at the initial public offering price, the underwriters will receive a fee,
referred to as the underwriting fee, of $       per share. We expect that the
underwriting fee will be 7% of the initial public offering price.

  In addition to offering part of the shares of common stock directly to the
public at the initial public offering price, the underwriters plan to offer
part of the shares to dealers, including the underwriters, at such price less a
concession not in excess of $       per share. The underwriters may allow, and
such dealers may re-allow, to other dealers a concession not in excess of
$       per share. After the initial offering of the common stock, the public
offering price and other selling terms may be changed by the representatives of
the underwriters at any time without notice. The underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

  The underwriting agreement provides that GetThere.com will grant to the
underwriters an option, exercisable for 30 days after the date of this
prospectus, to purchase, from time to time, in whole or in part, up to an
aggregate of            additional shares of common stock at the initial public
offering price less underwriting discounts and commission. The underwriters may
exercise the option solely to cover over-allotments, if any, made in connection
with the offering. To the extent that the underwriters exercise the option,
each underwriter will become obligated, subject to conditions contained in the
underwriting agreement, to purchase its pro rata portion of such additional
shares based on the underwriters' percentage underwriting commitment as
indicated in the above table.

  The underwriting agreement also provides that GetThere.com will indemnify the
underwriters against liabilities which may arise in connection with the
offering, including liabilities under the Securities Act of 1933, and
contribute to payments that the underwriters may be required to make.

                                       78
<PAGE>

  As required by the underwriting agreement, each of GetThere.com's officers,
directors and other stockholders and option holders who hold in the aggregate
           shares of common stock and options (including shares held by
officers and directors) have agreed not to:

  . offer, pledge, sell, contract to sell, sell any option or contract to
    purchase, purchase any option or contract to sell, grant any option,
    right or warrant to purchase, lend, or otherwise transfer or dispose of,
    directly or indirectly, any shares of common stock, other than shares
    acquired in the initial public offering or on the Nasdaq National Market,
    or any securities convertible into or exercisable or exchangeable for
    common stock; or

  . enter into any swap or other arrangement that transfers to another, in
    whole or in part, any of the economic consequences of ownership of the
    common stock, whether any such transaction described above is to be
    settled by delivery of common stock or other securities, in cash, or
    otherwise.

  Donaldson, Lufkin & Jenrette Securities Corporation may choose to release
some of these shares from such restrictions prior to the expiration of the 180-
day lock-up period, although it has no current intention of doing so.

  In addition, during such 180-day period, GetThere.com has also agreed not to
file any registration statement with respect to, and each of its executive
officers, directors and stockholders of GetThere.com have agreed not to make
any demand for, or exercise any right with respect to, the registration of any
shares of common stock or any securities convertible into or exercisable or
exchangeable for common stock without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation.

  The following table sets forth the items of compensation considered to be
underwriting compensation under the rules of the National Association of
Securities Dealers:

<TABLE>
<CAPTION>
                                                               Total
                                                   -----------------------------
                                              Per     Without          With
                                             Share Over-Allotment Over-Allotment
   <S>                                       <C>   <C>            <C>
   Underwriting fees paid by us.............
   Expenses payable by us...................
                                             ----       ----           ----
     Total..................................
                                             ====       ====           ====
</TABLE>

  Prior to the offering, there has been no established trading market for the
common stock. The initial public offering price of the shares of common stock
offered will be determined by negotiation among GetThere.com and the
underwriters. The factors to be considered in determining the initial public
offering price include:

  . our history and the prospects for the industry in which we compete;

  . our past and present operations;

  . our historical results of operations;

  . our prospects for future earnings;

  . the recent market prices of securities of generally comparable companies;
    and

  . the general condition of the securities markets at the time of the
    offering.

  Other than in the United States, no action has been taken by GetThere.com or
the underwriters that would permit a public offering of the shares of common
stock offered in any jurisdiction where action for that purpose is required.
The shares of common stock offered may not be offered or sold, directly or
indirectly, nor may this prospectus or any other offering material or
advertisements in connection with the offer and sale of any such shares of
common stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose

                                       79
<PAGE>

possession this prospectus comes are advised to inform themselves about and
observe any restrictions relating to the offering and the distribution of this
prospectus. This prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any shares of common stock offered in any
jurisdiction in which such an offer or a solicitation is unlawful.

  In connection with the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriters may over-allot the offering, creating a
syndicate short position. The underwriters may bid for and stabilize the price
of the common stock. In addition, the underwriting syndicate may reclaim
selling concessions from syndicate members and selected dealers if they
repurchase previously distributed common stock in syndicate covering
transactions, in stabilizing transactions or otherwise. These activities may
stabilize or maintain the market price of the common stock above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.

  The underwriters have reserved for sale, at the initial public offering
price, up to             shares of the common stock to be sold in the offering
for officers, employees, advertisers, vendors and other persons selected by
GetThere.com. The underwriters have also reserved for sale, at the initial
public offering price, up to        shares of the common stock to be sold in
the offering to Covia, a wholly owned subsidiary of United Air Lines. The
number of shares available for sale to the general public will be reduced to
the extent Covia or these entities purchase these reserved shares. Any reserved
shares not so purchased will be offered by the underwriters to the general
public on the same basis as other shares sold in this offering.

  WR Hambrecht + Co is an investment banking firm formed as a limited liability
company in February 1998. In addition to this offering, WR Hambrecht + Co has
engaged in the business of public and private equity investing and financial
advisory services since its inception. The chairman and chief executive officer
of WR Hambrecht + Co, William R. Hambrecht, has 40 years of experience in the
securities industry. Mr. Hambrecht is a director of GetThere.com and
beneficially owns 50,000 shares and options to acquire an additional 15,000
shares of GetThere.com common stock.


                                       80
<PAGE>

                                 LEGAL MATTERS

  The validity of the shares of common stock being offered by GetThere.com will
be passed upon for GetThere.com by Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP, Menlo Park, California, which has acted as our counsel in
connection with this offering. Certain legal matters in connection with this
offering will be passed upon for the underwriters by Brobeck, Phleger &
Harrison LLP, Palo Alto, California.

                                    EXPERTS

  The financial statements as of January 31, 1999 and 1998 and for each of the
three years in the period ended January 31, 1999 included in this Prospectus
have been so included in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firms as experts in
auditing and accounting.

                             ADDITIONAL INFORMATION

  We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 with respect to the common stock being offered. This
prospectus, which forms a part of the registration statement, does not contain
all of the information set forth in the registration statement. For further
information with respect to us and our common stock, reference is made to the
registration statement. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete, and,
in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the registration statement, and each such statement is
qualified in all respects by such reference.

  Copies of the registration statement may be examined without charge at the
Public Reference Section of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and the Securities and
Exchange Commission's Regional Offices located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any portion of
the registration statement can be obtained from the Public Reference Section of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of certain prescribed fees. The Securities and
Exchange Commission maintains a Web site that contains registration statements,
reports, proxy and information statements and other information regarding
registrants (including us) that file electronically. The address of such Web
site is http://www.sec.gov.

  We intend to distribute annual reports containing audited financial
statements and will make copies of quarterly reports available for the first
three quarters of each fiscal year containing unaudited interim financial
statements.

                                       81
<PAGE>

                               GETTHERE.COM, INC.

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Report of Independent Accountants.......................................... F-2
Balance Sheet.............................................................. F-3
Statement of Operations.................................................... F-4
Statement of Stockholders' Deficit......................................... F-5
Statement of Cash Flows.................................................... F-6
Notes to Financial Statements.............................................. F-7
</TABLE>

                                      F-1
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

  The reincorporation described in Note 1 of the financial statements had not
been consummated at September 13, 1999. When it has been consummated, we will
be in a position to furnish the following report:

"To the Board of Directors and Stockholders
of GetThere.com, Inc.

  In our opinion, the accompanying balance sheet and the related statements of
operations, of stockholders' deficit and of cash flows present fairly, in all
material respects, the financial position of GetThere.com, Inc. at January 31,
1998 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended January 31, 1999, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above."

/s/ PricewaterhouseCoopers LLP

San Jose, California
September 13, 1999

                                      F-2
<PAGE>

                               GETTHERE.COM, INC.

                                 BALANCE SHEET
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                          January 31,                   Pro Forma
                                        -----------------   July 31,    July 31,
                                         1998      1999       1999        1999
                                                           (unaudited) (unaudited)
<S>                                     <C>      <C>       <C>         <C>
ASSETS
------

Current assets:
  Cash and cash equivalents............ $ 1,332  $  8,268   $  3,306     $ 4,161
  Short-term investments...............     --      7,534      3,235       3,235
  Accounts receivable, net.............     774     1,203        863         863
  Prepaid expenses and other current
   assets..............................      78       136        593         593
                                        -------  --------   --------     -------
    Total current assets...............   2,184    17,141      7,997       8,852
Property and equipment, net............   2,158     3,621      7,352       7,352
Other assets...........................      48        44         46          46
Restricted cash (Note 5)...............     --        --         805         805
Intangible assets......................     --        --       2,739       2,739
                                        -------  --------   --------     -------
                                        $ 4,390  $ 20,806   $ 18,939     $19,794
                                        =======  ========   ========     =======

LIABILITIES, REDEEMABLE
CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------

Current liabilities:
  Borrowings........................... $   469  $    328   $    234     $   234
  Accounts payable.....................   1,271     1,000      3,264       3,264
  Accrued liabilities..................     358     1,339      2,637       2,637
  Deferred revenue.....................     755     1,072      1,120       1,120
  Capital lease obligations, current...     173     1,313      2,945       2,945
                                        -------  --------   --------     -------
    Total current liabilities..........   3,026     5,052     10,200      10,200
Convertible note payable...............     --        --       1,650       1,650
Capital lease obligations, long-term...     434     3,235      5,364       5,364
                                        -------  --------   --------     -------
                                          3,460     8,287     17,214      17,214
                                        -------  --------   --------     -------
Redeemable convertible preferred stock
 and warrants (Note 6).................  10,784    36,060     36,094         --
                                        -------  --------   --------     -------

Commitments (Note 5)

Stockholders' equity (deficit):
  Common stock; $.0001 par value;
   50,000 shares authorized; 3,920,
   4,544 and 7,664 (unaudited) and
   19,803 (unaudited) shares issued and
   outstanding at January 31, 1998 and
   1999, July 31, 1999 and pro forma,
   respectively........................     --        --         --            1
  Additional paid-in capital...........     489     8,571     50,904      87,852
  Note receivable from stockholders....     --        --      (2,707)     (2,707)
  Unearned compensation................    (370)   (6,503)   (36,628)    (36,628)
  Accumulated deficit..................  (9,973)  (25,609)   (45,938)    (45,938)
                                        -------  --------   --------     -------
    Total stockholders' equity
     (deficit).........................  (9,854)  (23,541)   (34,369)      2,580
                                        -------  --------   --------     -------
                                        $ 4,390  $ 20,806   $ 18,939     $19,794
                                        =======  ========   ========     =======
</TABLE>

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

                                      F-3
<PAGE>

                               GETTHERE.COM, INC.

                            STATEMENT OF OPERATIONS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                    Fiscal Year Ended        Six Months Ended
                                       January 31,               July 31,
                                 --------------------------  -----------------
                                  1997     1998      1999     1998      1999
                                                               (unaudited)
<S>                              <C>      <C>      <C>       <C>      <C>
Revenues:
 Transaction...................  $   253  $ 2,098  $  4,932  $ 2,090  $  4,862
 Professional service..........      329      903     1,515      619       736
                                 -------  -------  --------  -------  --------
   Total revenues..............      582    3,001     6,447    2,709     5,598
Cost of revenues...............      134    1,680     4,292    1,623     3,973
                                 -------  -------  --------  -------  --------
Gross profit...................      448    1,321     2,155    1,086     1,625
                                 -------  -------  --------  -------  --------

Operating expenses:
 Research and development......      906    2,266     4,113    1,726     1,819
 Sales and marketing...........    1,030    2,393     5,732    2,522     3,612
 General and administrative....    1,962    2,887     6,127    2,687     6,973
 Stock-based compensation......       20      103     2,005      561     9,416
                                 -------  -------  --------  -------  --------
   Total operating expenses....    3,918    7,649    17,977    7,496    21,820
                                 -------  -------  --------  -------  --------
Loss from operations...........   (3,470)  (6,328)  (15,822)  (6,410)  (20,195)
Interest income (expense),
 net...........................       43      (30)      186      (69)     (134)
                                 -------  -------  --------  -------  --------
Net loss.......................   (3,427)  (6,358)  (15,636)  (6,479)  (20,329)
Accretion of series B
 redeemable convertible
 preferred stock...............       --      (51)      (68)     (34)      (34)
                                 -------  -------  --------  -------  --------
Net loss attributable to common
 stockholders..................  $(3,427) $(6,409) $(15,704) $(6,513) $(20,363)
                                 =======  =======  ========  =======  ========
Basic and diluted net loss per
 share.........................  $ (1.21) $ (1.81) $  (3.97) $ (1.70) $  (5.00)
                                 =======  =======  ========  =======  ========
Shares used in computing basic
 and diluted net loss per
 share.........................    2,827    3,537     3,957    3,823     4,071
                                 =======  =======  ========  =======  ========
Pro forma basic and diluted net
 loss per share................                    $  (1.05)          $  (1.25)
                                                   ========           ========
Shares used in computing pro
 forma basic and diluted net
 loss per share................                      14,917             16,199
                                                   ========           ========
</TABLE>

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

                                      F-4
<PAGE>

                               GETTHERE.COM, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Note
                          Common Stock   Additional  Receivable                               Total
                          --------------  Paid-In       from       Unearned   Accumulated Stockholders'
                          Shares  Amount  Capital   Stockholders Compensation   Deficit      Deficit
<S>                       <C>     <C>    <C>        <C>          <C>          <C>         <C>
Balance at January 31,
 1996...................  3,000   $ --    $     3     $   --       $    --     $   (188)    $   (185)
Issuance of common
 stock..................    335     --         34         --            --          --            34
Issuance of restricted
 common stock for
 services...............    437     --         59         --            (59)        --           --
Unearned compensation...    --      --         14         --            (14)        --           --
Amortization of unearned
 compensation...........    --      --        --          --             20         --            20
Net loss................    --      --        --          --            --       (3,427)      (3,427)
                          -----   -----   -------     -------      --------    --------     --------
Balance at January 31,
 1997...................  3,772     --        110         --            (53)     (3,615)      (3,558)
Issuance of common stock
 for services...........     40     --          6         --             (6)        --           --
Exercise of common stock
 options................    108     --         10         --            --          --            10
Accretion of series B
 redeemable convertible
 preferred stock........    --      --        (51)        --            --          --           (51)
Unearned compensation...    --      --        414         --           (414)        --           --
Amortization of unearned
 compensation...........    --      --        --          --            103         --           103
Net loss................    --      --        --          --            --       (6,358)      (6,358)
                          -----   -----   -------     -------      --------    --------     --------
Balance at January 31,
 1998...................  3,920     --        489         --           (370)     (9,973)      (9,854)
Issuance of restricted
 common stock for
 services...............    692     --      1,118         --         (1,118)        --           --
Exercise of common stock
 options................     83     --         12         --            --          --            12
Accretion of series B
 redeemable convertible
 preferred stock........    --      --        (68)        --            --          --           (68)
Unearned compensation...    --      --      7,035         --         (7,035)        --           --
Amortization of unearned
 compensation...........    --      --        --          --          2,005         --         2,005
Forfeiture of common
 stock..................   (151)    --        (15)        --             15         --           --
Net loss................    --      --        --          --            --      (15,636)     (15,636)
                          -----   -----   -------     -------      --------    --------     --------
Balance at January 31,
 1999...................  4,544     --      8,571         --         (6,503)    (25,609)     (23,541)
Exercise of common stock
 options in exchange for
 notes receivable
 (unaudited)............  2,707     --      2,707      (2,707)          --          --           --
Issuance of restricted
 common stock for
 employment
 (unaudited)............    125     --      1,186         --         (1,186)        --           --
Exercise of common stock
 options (unaudited)....    288     --        119         --            --          --           119
Accretion of series B
 redeemable convertible
 preferred stock
 (unaudited)............    --      --        (34)        --            --          --           (34)
Unearned compensation
 (unaudited)............    --      --     38,355         --        (38,355)        --           --
Amortization of unearned
 compensation
 (unaudited)............    --      --        --          --          9,416         --         9,416
Net loss (unaudited)....    --      --        --          --            --      (20,329)     (20,329)
                          -----   -----   -------     -------      --------    --------     --------
Balance at July 31, 1999
 (unaudited)............  7,664   $ --    $50,904     $(2,707)     $(36,628)   $(45,938)    $(34,369)
                          =====   =====   =======     =======      ========    ========     ========
</TABLE>

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

                                      F-5
<PAGE>

                               GETTHERE.COM, INC.

                            STATEMENT OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                    Fiscal Year Ended        Six Months Ended
                                       January 31,               July 31,
                                 --------------------------  -----------------
                                  1997     1998      1999     1998      1999
                                                               (unaudited)
<S>                              <C>      <C>      <C>       <C>      <C>
Cash flows from operating
 activities:
Net loss.......................  $(3,427) $(6,358) $(15,636) $(6,479) $(20,329)
Adjustments to reconcile net
 loss to net cash used in
 operating activities:
  Depreciation and
   amortization................      119      413     1,462      633     1,828
  Common stock issued for
   services....................       11        6       559      130     1,625
  Amortization of unearned
   compensation................        9       97     1,446      431     7,791
  Provision for doubtful
   accounts....................       74       82       508      212       115
  Non-cash interest expense....       10       72       248      124       160
  Changes in assets and
   liabilities:
   Accounts receivable.........     (209)    (627)     (937)    (420)      345
   Restricted cash.............      --       --        --       --       (805)
   Accounts payable............      323      951      (271)    (790)    2,264
   Accrued liabilities.........      (99)     259       981      803       564
   Deferred revenue............      164      591       317      394        48
   Prepaid expenses and other
    assets.....................        8      (73)      (54)    (137)     (459)
                                 -------  -------  --------  -------  --------
     Net cash used in operating
      activities...............   (3,017)  (4,587)  (11,377)  (5,099)   (6,853)
                                 -------  -------  --------  -------  --------
Cash flows from investing
 activities:
Purchase of property and
 equipment.....................     (637)  (2,006)   (2,925)  (1,914)   (5,234)
Acquisition of businesses......     (100)     --        --       --       (800)
Proceeds from sale of short-
 term investments..............      --       --        --       --      4,299
Purchase of short-term
 investments...................      --       --     (7,534)  (5,126)      --
                                 -------  -------  --------  -------  --------
    Net cash used in investing
     activities................     (737)  (2,006)  (10,459)  (7,040)   (1,735)
                                 -------  -------  --------  -------  --------
Cash flows from financing
 activities:
Proceeds from issuance of
 series A redeemable
 convertible preferred stock...    4,200      --        --       --        --
Proceeds from issuance of
 series B redeemable
 convertible preferred stock
 and warrants..................      --     6,498       --       --        --
Proceeds from issuance of
 series C redeemable
 convertible preferred stock,
 options and warrants..........      --       --     25,208   25,208       --
Proceeds from borrowings on
 capital lease obligations.....      118      494     3,972    3,261     4,308
Principal payments on capital
 lease obligations.............      (22)    (125)     (279)    (113)     (707)
Proceeds from (payment of) bank
 borrowings....................      --       469      (141)     (47)      (94)
Proceeds from issuance of
 common stock..................       34       10        12        5       119
                                 -------  -------  --------  -------  --------
     Net cash provided by
      financing activities.....    4,330    7,346    28,772   28,314     3,626
                                 -------  -------  --------  -------  --------
Net increase (decrease) in cash
 and cash equivalents..........      576      753     6,936   16,175    (4,962)
Cash and cash equivalents at
 beginning of period...........        3      579     1,332    1,332     8,268
                                 -------  -------  --------  -------  --------
Cash and cash equivalents at
 end of period.................  $   579  $ 1,332  $  8,268  $17,507  $  3,306
                                 =======  =======  ========  =======  ========
Supplemental disclosure of cash
 flow information:
Cash paid for interest.........  $    19  $    57  $    339  $   166  $    220
                                 =======  =======  ========  =======  ========
Supplemental non-cash investing
and financing activities:
Warrants issued to acquire
 redeemable convertible
 preferred stock...............  $    10  $   363  $  4,139  $ 4,139  $    --
                                 =======  =======  ========  =======  ========
</TABLE>

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

                                      F-6
<PAGE>

                               GETTHERE.COM, INC.

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1--THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

  GetThere.com, Inc. ("GetThere" or the "Company") was incorporated as Internet
Travel Network in California on August 7, 1995. The Company changed its name to
GetThere.com on July 15, 1999.

  GetThere.com is a provider of Internet-based travel procurement and supply
solutions primarily for businesses and travel suppliers. The Company's
Internet-based solutions are designed to reduce current inefficiencies in the
travel procurement and supply process by decreasing the role of intermediaries,
such as travel agents, by providing customers with valuable travel information
and by streamlining the internal procurement and supply processes of the
Company's customers.

Reincorporation

  In August 1999, the Company's Board of Directors authorized the
reincorporation of the Company in the State of Delaware. As a result of the
reincorporation, the Company is authorized to issue 200 million shares of
$0.0001 par value common stock and 10,000,000 shares of $0.0001 par value
preferred stock. The Board of Directors has the authority to issue undesignated
preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof. Share and per share information for each
of the periods presented has been retroactively adjusted to reflect the
reincorporation.

Unaudited interim results

  The accompanying balance sheet as of July 31, 1999, the statement of
operations and of cash flows for the six months ended July 31, 1999 and 1998
and the statement of stockholders' deficit for the six months ended July 31,
1999 are unaudited. In the opinion of management, these statements have been
prepared on the same basis as the audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair presentation of the results of these periods. The data disclosed in the
notes to the financial statements for these periods is unaudited.

Use of estimates

  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue recognition

  All revenues arise from providing internet-based services. Transaction
revenues are largely derived from on-line orders, hosting fees, advertising,
and traveler support services. Revenues from on-line orders are recognized upon
the completion of the transaction or when the commission is received.
Completion is generally defined as either the placement of an order with a
third party supplier or the fulfillment of an order, depending upon the nature
of the agreement with the customer. Hosting fees are recognized monthly when
invoiced. Advertising revenues are primarily derived from advertising contracts
in which the Company is obligated to

                                      F-7
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

provide a minimum number of "impressions" or times that an advertisement is
viewed. Advertising revenues are recognized ratably over the term of the
advertising campaign provided that no significant obligations remain. Revenues
from advertising are deferred until such obligations are fulfilled. Revenues
from traveler support services are recognized as the services are performed.

  Professional service revenues are primarily derived from fees for
implementation and customization of customer web sites utilizing the Company's
technology. These fees are recognized over the term of the project based upon
the project's state of completion. Payments received in advance of the
performance of services are recorded as deferred revenue. Provisions are made
in full for any contracts during the period in which a loss on a particular
contract becomes probable.

Cost of Revenues

  Cost of revenues is predominantly comprised of transaction and personnel
costs including software and telecommunications costs associated with operating
the Company's transaction systems, traveler support and travel service center.
Costs associated with outside consultants, commission sharing with ePartners,
content licensing, printing and delivery costs of tickets, computer reservation
service charges and advertising agency fees are also included as cost of
revenues. It is impracticable for the Company to allocate the costs of
facilities or other expense items that are not directly attributable to revenue
generation activities; these common costs and expenses are primarily included
in general and administrative expenses.

Cash, cash equivalents and short-term investments

  The Company considers all highly liquid investments purchased with a maturity
of three months or less at the date of acquisition to be cash equivalents;
those with original maturities greater than three months and current maturities
less than twelve months from the balance sheet date are considered short-term
investments.

  Both cash equivalents and short-term investments are considered available-
for-sale securities and are carried at cost, which approximates fair value. The
following schedule summarizes the estimated fair value of the Company's cash,
cash equivalents and short-term investments (in thousands):

<TABLE>
<CAPTION>
                                                        January 31,   July 31,
                                                       ------------- -----------
                                                        1998   1999     1999
                                                                     (unaudited)
<S>                                                    <C>    <C>    <C>
Cash and cash equivalents:
Cash.................................................. $  286 $  367   $  --
Money market funds....................................  1,046  3,725    3,306
Corporate debt securities.............................    --   4,176      --
                                                       ------ ------   ------
                                                       $1,332 $8,268   $3,306
                                                       ====== ======   ======

Short-term investments:
Certificates of deposit...............................        $  629   $  --
Corporate debt securities.............................           997      --
Foreign debt securities...............................         1,019      --
U.S. government debt securities.......................         4,889    3,235
                                                              ------   ------
                                                              $7,534   $3,235
                                                              ======   ======
</TABLE>

Concentration of credit risk

  Financial instruments that potentially subject the Company to a concentration
of credit risk consist of cash, cash equivalents, short-term investments and
accounts receivable. Cash, cash equivalents and short-term

                                      F-8
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

investments are deposited with high credit, quality financial institutions. The
Company's accounts receivable are derived from revenue earned from customers
located primarily in the United States. The Company performs credit evaluations
of its customers' financial condition and, generally, requires no collateral.
The Company maintains an allowance for doubtful accounts receivable based upon
the expected collectibility of such accounts.

  For fiscal year 1997, Customers A and B accounted for 18% and 13% of the
Company's revenues, respectively. For fiscal year 1998, Customer B accounted
for 12% of the Company's revenues. For fiscal year 1999, Customer C accounted
for 25% of the Company's revenues. For the six months ended July 31, 1998 and
1999 (unaudited) Customer C accounted for 21% and 34% of the Company's revenue,
respectively. No other customer accounted for 10% or more of revenues during
fiscal years 1997, 1998 and 1999.

  At January 31, 1998, Customers B, C and D accounted for 11%, 12% and 14% of
the total accounts receivable, respectively. At January 31, 1999, Customers C,
D and E accounted for 19%, 13% and 13% of the total accounts receivable,
respectively. At July 31, 1999, Customer C accounted for 23% (unaudited) of the
total accounts receivable. No other customer accounted for 10% or more of the
Company's total accounts receivable at the respective balance sheet dates.

Fair value of instruments

  The Company's financial instruments including cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and accrued
liabilities are carried at cost, which approximate fair value due to the short-
term maturity of these instruments. The carrying value of the Company's capital
leases approximate fair market value because of prevailing interest rates.
Redeemable preferred stocks are recorded at their redemption amounts which is
considered to approximate fair value.

Capitalization of internal-use software costs

  In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998 and provides
guidance on accounting for the costs incurred for computer software developed
or obtained for internal use including the requirement to capitalize specified
costs and amortization of such costs. The Company adopted the provisions of SOP
98-1 in its fiscal year beginning February 1, 1999.

Property and equipment

  Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally
three years. Leasehold improvements are amortized over the shorter of the
remaining term of the lease or the estimated useful lives of the assets.

Impairment of long-lived assets

  The Company periodically evaluates the carrying value of long-lived assets to
be held and used, including but not limited to, capital assets and intangible
assets, when events and circumstances warrant such a review. The carrying value
of a long-lived asset is considered impaired when the anticipated undiscounted
cash flow from such asset is separately identifiable and is less than its
carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair value of the long-lived asset. Fair
value is determined primarily using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Losses on long-lived assets to be
disposed of are determined in a similar manner, except that fair values are
reduced for the cost of disposal. No losses from impairment have been
recognized in the financial statements.

                                      F-9
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Advertising

  Advertising is expensed as incurred. Advertising and public relations
expenses for the fiscal years ended January 31, 1997, 1998 and 1999 and for the
six months ended July 31, 1998 and 1999 totaled $401,000, $536,000, $1,077,000,
$461,000 (unaudited) and $545,000 (unaudited), respectively.

Stock-based compensation

  The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees" using the multiple
option approach and complies with the disclosure provisions of Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-
Based Compensation."

  The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS 123 and the Emerging Issues Task Force
in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or In Conjunction with Selling, Goods or
Services."

Income taxes

  Income taxes are accounted for using an asset and liability approach which
requires the recognition of taxes payable or refundable for the current year
and deferred tax liabilities and assets for the future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. The measurement of current and deferred tax liabilities and assets are
based on provisions of the enacted tax law; the effects of future changes in
tax laws or rates are not anticipated. The measurement of deferred tax assets
is reduced, if necessary, by the amount of any tax benefits that, based on
available evidence, are not expected to be realized.

Net loss per share

  The Company computes net loss per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share" and
SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS
128 and SAB 98, basic net loss per share is computed by dividing the net loss
attributed to common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period excluding shares of
Common Stock subject to repurchase. Such shares of common stock subject to
repurchase aggregated:

<TABLE>
      <S>             <C>                   <C>                   <C>                   <C>
                                                                   Six Months Ended July
             Year Ended January 31,                                          31,
      ----------------------------------------------              --------------------------------------
       1997            1998                  1999                  1998                   1999
      -------         -------               -------               -------               ---------
                                                                        (Unaudited)
      318,409         275,464               401,831               646,178               3,033,378
</TABLE>

                                      F-10
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)


  The following table sets forth the computation of basic and diluted net loss
per share for the periods indicated:

<TABLE>
<CAPTION>
                                                                  Six Months Ended July
                                Year Ended January 31,                     31,
                         --------------------------------------  -------------------------
                            1997         1998          1999         1998          1999
                                                                       (unaudited)
<S>                      <C>          <C>          <C>           <C>          <C>
Numerator:
  Net loss attributable
   to common
   stockholders......... $(3,427,000) $(6,409,000) $(15,704,000) $(6,513,000) $(20,363,000)
Denominator:
  Weighted average
   shares...............   3,201,768    3,873,540     4,474,073    4,420,963     5,423,907
  Weighted average
   unvested shares of
   common stock subject
   to repurchase........    (374,484)    (337,005)     (516,681)    (597,882)   (1,352,820)
                         -----------  -----------  ------------  -----------  ------------
Denominator for basic
 and diluted
 calculation............   2,827,284    3,536,535     3,957,392    3,823,081     4,071,087
                         ===========  ===========  ============  ===========  ============
Net loss per share:
  Basic and diluted..... $     (1.21) $     (1.81) $      (3.97) $     (1.70) $      (5.00)
                         ===========  ===========  ============  ===========  ============
</TABLE>

  The following table sets forth potential shares of common stock that are not
included in the diluted net loss per share calculation above because to do so
would be anti-dilutive for the periods indicated:

<TABLE>
<CAPTION>
                                                           Six Months Ended July
                                Year Ended January 31,              31,
                            ------------------------------ ---------------------
                              1997      1998       1999       1998       1999
                                                                (unaudited)
<S>                         <C>       <C>       <C>        <C>        <C>
Weighted average effect of
 common stock equivalents
  Series A preferred
   stock..................  2,764,787 3,705,991  3,705,991  3,705,991  3,705,991
  Series B preferred
   stock..................        --  3,098,938  3,914,448  3,914,448  3,914,448
  Series C preferred
   stock..................        --        --   2,948,085  1,370,292  4,110,875
  Warrants and options to
   purchase
   redeemable convertible
   preferred stock........     13,235   351,386  2,814,579  1,857,594  3,772,171
  Shares of common stock
   subject
   to repurchase..........    374,484   337,005    516,681    597,882  1,352,820
  Common stock options....     57,156   544,136  1,188,637  1,032,144  3,197,445
                            --------- --------- ---------- ---------- ----------
                            3,209,662 8,037,456 15,088,421 12,478,351 20,053,750
                            ========= ========= ========== ========== ==========
</TABLE>

Pro forma net loss per share (unaudited)

  Pro forma net loss per share is computed using the weighted average number of
shares of common stock outstanding, including the pro forma effects of the
automatic conversion of the Company's series A, B and C preferred stock and the
exercise of series B and E warrants into shares of the Company's common stock
effective upon the closing of the Company's initial public offering as if such
conversion occurred at the beginning of the period, or at the date of issuance,
if later. The resulting pro forma adjustment for the fiscal year ended January
31, 1999 and the six months ended July 31, 1999 includes (i) an increase in the
weighted average shares used to compute the basic net loss per share of
10,959,969 and 12,127,654, respectively, and (ii) a decrease in the net loss
attributable to common stockholders for the accretion of redeemable convertible
preferred stock of $68,000 and $34,000, respectively. The calculation of
diluted net loss per share excludes

                                      F-11
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

potential shares of common stock as the effect of their inclusion would be
antidilutive. Pro forma potential common stock consists of common stock subject
to repurchase rights and incremental shares of common stock issuable upon the
exercise of stock options.

Pro forma stockholders' equity (unaudited)

  Effective upon the closing of the Company's initial public offering, the
outstanding shares of series A, B and C preferred stock will automatically
convert into 3,705,991, 3,914,448, 4,110,875 shares of common stock,
respectively. In addition, 407,852 warrants to purchase Series B and E
preferred stock will be exercised to purchase the same number of shares of
common stock. Proceeds from this exercise will total $855,000. Also effective
upon the closing of the Company's initial public offering, the outstanding
warrants for 17,647, 86,225 and 3,281,090 shares of series A, B and C preferred
stock, respectively, will automatically convert to outstanding warrants for the
same number of shares of common stock. The pro forma effects of these
transactions are unaudited and have been reflected in the accompanying pro
forma balance sheet at July 31, 1999.

Comprehensive income

  Effective February 1, 1998, the Company adopted the provisions of Statements
of Financial Accounting Standard No. 130 ("SFAS 130"), "Reporting Comprehensive
Income". SFAS 130 establishes standards for reporting comprehensive income and
its components in financial statements. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from nonowner
sources. To date, the Company has not had any transactions that are required to
be reported in comprehensive income.

Segment information

  Effective February 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information." The Company identifies its
operating segments based on business activities and management responsibility.
During the fiscal years ended January 31, 1997, 1998 and 1999, the Company
operated in a single business segment providing internet-based services.

Recent accounting pronouncements

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on the Company's results of operations, financial
position or cash flows.

                                      F-12
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)


NOTE 2--RELATED PARTY TRANSACTIONS:

  During the fiscal years ended January 31, 1998 and 1999 and the six months
ended July 31, 1998 and 1999, the Company provided services to United Air
Lines, an investor of the Company. Services provided to the investor totaled
(in thousands):

<TABLE>
<CAPTION>
                                                                    Six Months
                                                       Year Ended   Ended July
                                                      January 31,      31,
                                                      ------------ ------------
                                                      1998   1999  1998   1999

   <S>                                                <C>   <C>    <C>   <C>
   Transaction revenues..............................  $ 47 $1,143  $488 $1,633
   Professional service revenues.....................   145    351    83    258
                                                      ----- ------ ----- ------
     Total                                             $192 $1,494  $571 $1,891
                                                      ===== ====== ===== ======
</TABLE>

  Amounts due from the investor totaled $111,000, $336,000 and $322,000
(unaudited) at January 31, 1998 and 1998 and July 31, 1999, respectively. There
were no material related party transactions in fiscal 1997.

NOTE 3--BALANCE SHEET COMPONENTS:

<TABLE>
<CAPTION>
                                                   January 31,      July 31,
                                                  ---------------  -----------
                                                   1998    1999       1999
                                                  (in thousands)   (unaudited)
   <S>                                            <C>     <C>      <C>
   Accounts receivable:
   Accounts receivable........................... $  929  $ 1,743    $ 1,400
   Less: Allowance for doubtful accounts.........   (155)    (540)      (537)
                                                  ------  -------    -------
                                                  $  774  $ 1,203    $   863
                                                  ======  =======    =======
   Property and equipment, net:
   Computer equipment............................ $2,367  $ 4,055    $ 8,988
   Furniture and fixtures........................    311      537        657
   Leasehold improvements........................     12    1,023      1,529
                                                  ------  -------    -------
                                                   2,690    5,615     11,174
   Less: Accumulated depreciation and
    amortization.................................   (532)  (1,994)    (3,822)
                                                  ------  -------    -------
                                                  $2,158  $ 3,621    $ 7,352
                                                  ======  =======    =======

  Equipment subject to capital leases included above, totaled $2,161,000,
$5,244,000 and $9,448,000 (unaudited) at January 31, 1998 and 1999 and July 31,
1999, respectively. Accumulated amortization on such equipment totaled
$400,000, $1,614,000 and $2,817,000 (unaudited) at January 31, 1998 and 1999
and July 31, 1999, respectively.

<CAPTION>
                                                   January 31,      July 31,
                                                  ---------------  -----------
                                                   1998    1999       1999
                                                  (in thousands)   (unaudited)
   <S>                                            <C>     <C>      <C>
   Accrued liabilities:
   Payroll and related expenses.................. $  250  $   724    $   683
   Acquisition accruals..........................    --       --         616
   Other.........................................    108      615      1,338
                                                  ------  -------    -------
                                                  $  358  $ 1,339    $ 2,637
                                                  ======  =======    =======
</TABLE>

                                      F-13
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)


NOTE 4--BORROWINGS:

  In April 1997, the Company entered into a financing agreement with a bank,
which provides for a term loan with borrowings up to $500,000 of capital
expenditure purchases. The outstanding principal balance is due in equal
monthly installments of $16,000 ending on October 2000 together with interest
at the bank's prime rate plus 1.75% (9.5% at January 31, 1999). At January 31,
1999, $328,000 was outstanding under this term loan.

  Borrowings are secured by all of the Company's assets except leased assets.
The term loan requires the Company to meet certain financial covenants
including quick ratio, tangible net worth and profitability requirements. At
January 31, 1999, the Company was in compliance with the covenants of this
agreement.

Equipment lease line

  In April 1996, the Company entered into an equipment financing arrangement
which provided for borrowings of up to $250,000, secured by the assets
acquired. In conjunction with the financing agreement, the Company issued a
warrant to purchase 17,647 additional shares of series A redeemable convertible
preferred stock with an exercise price of $1.1333 per share. The warrant can be
exercised up to the earlier of May 2003 and two years from the effective date
of the Company's initial public offering. The Company determined that the fair
value of the warrant approximated $10,000 using the Black Scholes model and has
recorded the fair value as additional interest expense. In February 1998, the
Company extended the equipment lease line to $3,250,000 through January 1999.
The conditions and covenants of the extended agreement remain unchanged from
the previous agreement. In association with this extension, the Company issued
a warrant to purchase 54,216 shares of series B redeemable convertible
preferred stock for $1.66 per share. The Company determined that the fair value
of the warrant approximated $13,000 using the Black Scholes model and has
recorded the fair value as additional interest expense.

  In March 1997, the Company entered into another equipment financing
arrangement which provided for borrowings of up to $500,000, secured by the
assets acquired. In February 1998, the Company extended the equipment lease
line to $2,100,000 through January 1999. The conditions and covenants of the
extended agreement remain unchanged from the previous agreement. In association
with this extension, the Company issued warrants to purchase 28,916 shares of
series B redeemable convertible preferred stock for $1.66 per share. The
Company determined the fair value of the warrant approximated $15,000 using the
Black Scholes model and has recorded the fair value as additional interest
expense.

  In June 1999, the Company entered into an agreement to extended the Company's
then current $3,250,000 equipment lease line to $5,750,000 through June 2000.
The conditions and covenants of the extended agreement remain unchanged from
the previous agreement. In association with this extension, the Company issued
warrants to purchase 19,500 shares of series B convertible preferred stock at a
price equal to 85% of the next financing in excess of $10,000,000. The Company
will determine the fair value of the warrant using the Black Scholes model and
will record the fair value as additional interest expense during the quarter
ending October 31, 1999.

NOTE 5--COMMITMENTS:

Leases

  The Company leases office space and equipment under noncancelable operating
and capital leases with various expiration dates through the year 2004. Rent
expense for the years ended January 31, 1997, 1998 and 1999 and for the six
months ended July 31, 1998 and 1999 totaled $99,000, $196,000, $463,000,
$197,000 (unaudited) and $467,000 (unaudited), respectively.

                                      F-14
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  In May 1999, the Company entered into an operating lease for new office
facilities in Menlo Park, California that expires in May 2004. Under the terms
of this agreement, $805,000 of cash was pledged as collateral on an outstanding
letter of credit and was classified as restricted cash at July 31, 1999
(unaudited). The restricted cash balance will be reduced by $109,000 after the
first year of the lease and by $174,000 each year thereafter provided no event
of default has occurred. The Company was in compliance with such covenants at
July 31, 1999 (unaudited).

  In association with the lease arrangement, the Company issued warrants to
purchase 16,407 share of series E convertible preferred stock at an exercise
price equal to the next equity financing or $10 per share if the Company fails
to close a financing by September 30, l999. The Company determined that the
fair value of the warrant approximated $28,000 using the Black Scholes model
with an exercise price of $10 and has recorded the fair value as additional
interest expense in the second quarter of fiscal 2000.

  Future minimum lease payments under all noncancelable operating and capital
leases, as of January 31, 1999 and including a new office space operating lease
executed in May, 1999, are as follows:

<TABLE>
<CAPTION>
                                                               Capital Operating
                                                               Leases   Leases
   Fiscal Year Ending January 31,                              ------- ---------
                                                                (in thousands)
   <S>                                                         <C>     <C>
   2000....................................................... $1,633   $1,103
   2001.......................................................  1,926    1,420
   2002.......................................................  1,438    1,375
   2003.......................................................    102    1,419
   2004.......................................................    --     1,468
   Thereafter.................................................    --       495
                                                               ------   ------
                                                                5,099   $7,280
                                                                        ======
   Less: Amount representing interest.........................    551
                                                               ------
                                                                4,548
   Less: Current portion......................................  1,313
                                                               ------
   Long-term portion of capital lease obligations............. $3,235
                                                               ======
</TABLE>

  The Company has entered into employment agreements with certain officers and
employees of the Company. The agreements generally provide for annual bonuses
and incentive stock options as determined by the board of directors as well as
covenants not-to-compete during the employment term and for a period
thereafter. The employment agreements also generally provide for severance in
the event the individual is terminated without cause.

NOTE 6--REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANTS:

  At January 31, 1999 and July 31, 1999 (unaudited), redeemable convertible
preferred stock consisted of the following:

<TABLE>
<CAPTION>
                                                                     Liquidation
                                                      Shares             and
                                              ---------------------- Redemption
   Series                                     Designated Outstanding   Amount
   <S>                                        <C>        <C>         <C>
   A.........................................  4,000,000  3,705,991  $ 4,200,000
   B.........................................  4,500,000  3,914,448    6,498,000
   C......................................... 10,099,998  4,110,875   21,068,000
   D1........................................          1        --           --
   D2........................................          1        --           --
                                              ---------- ----------  -----------
                                              18,600,000 11,731,314  $31,766,000
                                              ========== ==========  ===========
</TABLE>


                                      F-15
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The holders of redeemable convertible preferred stock are entitled to various
rights and preferences as follows:

Voting

  Each share of series A, B, C, D1 and D2 has voting rights equal to the
equivalent number of shares of common stock into which it is convertible. The
holders of series D1 and D2 also have the right to each elect one Board seat.

Dividends

  Holders of series A, B and C redeemable convertible preferred stock are
entitled to receive noncumulative dividends at the per annum rate of $0.079331,
$0.1162 and $0.35875 per share, respectively, when and if declared by the board
of directors. These dividends are payable in preference to any declaration or
payment of any dividend on common stock, series D1 preferred stock or series D2
preferred stock. The board from inception through January 31, 1999 has declared
no dividends on the redeemable convertible preferred stock or common stock.

Liquidation

  In the event of any liquidation, dissolution or winding up of the Company,
including a merger, acquisition or sale of assets where the beneficial owners
of the Company's common stock and redeemable convertible preferred stock own
less than a majority of the resulting voting power of the surviving entity, the
holders of series A, B, C, D1 and D2 are entitled to receive an amount equal to
$1.1333, $1.66, $5.125, $10 and $10 per share plus any declared but unpaid
dividends, respectively. If the assets and funds thus distributed are
insufficient to permit full payment, all assets and funds will be distributed
ratably among the holders of series A, B and C convertible preferred stock in
proportion to their full preferential amounts.

  After payment has been made to the holders of the redeemable convertible
preferred stock, all remaining assets of the Company will be distributed
ratably among the holders of all classes of stock based on the number of shares
held by each holder. Distribution rights for the holders of the redeemable
convertible preferred stock, as described, will cease at such time as the
holders of the series A and B shares receive an aggregate of $4.5332 and $4.98
per share, respectively.

Redemption

  Upon the request of the holders of the majority of the outstanding shares of
series A, B and C at any time prior to sixty days before April 23, 2002, the
shares are redeemable in four annual installments beginning not earlier than
April 23, 2002 and continuing thereafter on the first, second and third
anniversaries of the initial redemption date. The shares may be redeemed at a
price equal to the original issue price, subject to adjustments for dilution
and declared and unpaid dividends. The difference between the carrying value
and the redemption value of the redeemable convertible preferred stock results
primarily from the value attributed to the series B warrants granted.

Conversion

  Each share of series A, B, C, D1 and D2 redeemable convertible preferred
stock is convertible, at the option of the holder, according to a conversion
ratio, subject to adjustment for dilution. Each share of series A, B, C, D1 and
D2 redeemable convertible preferred stock automatically converts into the
number of shares of common stock into which such shares are convertible at the
then effective conversion ratio (currently one to

                                      F-16
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

one) upon: (1) the closing of a public offering of common stock at a price per
share of at least $6.50 with gross proceeds of at least $15,000,000, or (2) the
consent of the holders of at least 75% of redeemable convertible preferred
stock.

Warrants and Options for Redeemable Convertible Preferred Stock

  In connection with the issuance of series B redeemable convertible preferred
stock, the Company issued warrants to purchase 391,445 additional shares of
series B redeemable convertible preferred stock with an exercise price of $1.66
per share. The warrants can be exercised prior to April 2002. The Company
determined the fair value of the warrants approximated $338,000 using the Black
Scholes pricing model. As discussed above, this amount is being accreted
ratably over the life of the instrument.

  In April 1997, the Company issued a warrant to purchase 30,120 additional
shares of series B redeemable convertible preferred stock with an exercise
price of $1.66 per share in conjunction with a banking arrangement. The warrant
can be exercised prior to April 15, 2002. The Company determined the fair value
of the warrants approximated $25,000 and has recorded the fair value as
additional interest expense in 1997.

  In connection with the issuance of series C redeemable convertible preferred
stock, the Company is required, at the request of the holder, to immediately
issue a warrant to purchase 807,698 additional shares of series C redeemable
convertible preferred stock with an exercise price of $0.01 per share. Proceeds
from the warrant totaled $4,139,000. The Company determined that the fair value
of the warrant approximated the proceeds using the Black Scholes pricing model
and included such amount in redeemable convertible preferred stock in the
fiscal 1999 financial statements. The warrant is exercisable immediately and
has an indefinite exercise period. Upon the closing of a public offering in
which the Company's outstanding series C redeemable convertible preferred stock
is converted into common stock, the warrant will be exercisable for the number
of shares of common stock that would have resulted from the conversion of the
warrant immediately prior to such public offering.

  In addition, the Company granted the holder an option to purchase, at its
choice, up to 2,473,392 shares of series C preferred stock at a price of $5.125
per share or, for a purchase price of $5.125 per share, a warrant to purchase
up to 2,473,392 shares of series C preferred stock at an exercise price of
$0.01 per share. As a result of an unsatisfied contingency, the holder
currently has the right to receive either an option to purchase 1,424,539
shares of series C preferred stock or a warrant to purchase 1,424,539 shares of
series C preferred stock. These options terminate on the earlier of November
10, 2000 or the date we are acquired by another company.

NOTE 7--COMMON STOCK:

  The Company's amended Certificate of Incorporation authorizes the issuance of
50,000,000 shares of $.0001 par value common stock. The Company had reserved
shares of the authorized common stock for future issuance as follows:

<TABLE>
<CAPTION>
                                                          January    July 31,
                                                          31, 1999     1999
                                                                    (unaudited)
   <S>                                                   <C>        <C>
   Conversion of series A preferred Stock...............  4,000,000  4,000,000
   Conversion of series B preferred Stock...............  4,500,000  4,500,000
   Conversion of series C preferred Stock............... 10,099,998 10,098,998
   Conversion of series D1 preferred Stock..............          1          1
   Conversion of series D2 preferred Stock..............          1          1
   Exercise of stock options under stock option plan....  2,601,190  7,491,190
                                                         ---------- ----------
                                                         21,201,190 26,090,190
                                                         ========== ==========
</TABLE>


                                      F-17
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The Company has granted stock to certain founders and employees under a
restricted stock plan. As of July 31, 1999, the Company had 340,689 shares of
common stock that were subject to certain repurchase rights by the Company. The
Company's right to repurchase such shares declines on a percentage basis,
usually over three years, based on the length of the employees continual
employment with the Company.

NOTE 8--EMPLOYEE BENEFIT PLANS:

401(k) Savings Plan

  The Company has a savings plan (the "Savings Plan") that qualifies as a
deferred salary arrangement under Section 401(k) of the Internal Revenue Code.
Under the Savings Plan, participating employees may defer a percentage (not to
exceed 25%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit. All employees on the United States payroll
of the Company are eligible to participate in the Savings Plan. The Company is
not required to contribute to the Savings Plan and has made no contributions
since the plan's inception.

Stock Option Plan

  In May, 1996, the Company's board of directors adopted the 1996 Stock Option
Plan (the "Plan") under which 1,341,190 shares of the Company's common stock
had been reserved for issuance of options. The Plan provides for the granting
of options to employees and consultants of the Company. In the fiscal years
ended January 31, 1998 and 1999 and for the six months ended July 31, 1999, the
Company had reserved an additional 800,000 shares, 460,000 shares and 4,890,000
shares (unaudited), respectively, for issuance under the Plan. Options granted
under the Plan may be either incentive stock options ("ISO") or nonqualified
stock options ("NSO"). ISOs may be granted only to Company employees (including
officers and directors). NSOs may be granted either to Company employees or
consultants.

  At the July 27, 1999 meeting, the board of directors approved an increase in
the maximum number of shares of common stock authorized for issuance under the
1996 Stock Incentive Plan from 7,491,190 to 12,491,190 shares. This amendment
requires stockholder approval.

  Options under the plans may be granted for periods up to ten years and at
prices no less than 85% of the estimated fair value of the shares on the date
of grant as determined by the Board of Directors provided, however, that (i)
the exercise price of an ISO may not be less than 100% of the estimated fair
value of the shares on the date of grant, and (ii) the exercise price of an ISO
granted to a 10% shareholder may not be less than 110% of the estimated fair
value of shares on the date of grant. Options are exercisable immediately,
subject to repurchase rights held by the Company which lapse over a maximum
period of ten years, at such times and under such conditions as determined by
the board of directors. Options generally vest at a rate of 12.5% after six
months and 2.08% per month thereafter.

                                      F-18
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following table summarizes the activity under the Plan for the fiscal
years ended January 31, 1998, 1999 and the six months ended July 31, 1999:

<TABLE>
<CAPTION>
                                      Fiscal Year Ended January 31,
                          ---------------------------------------------------------  Six Months Ended
                                1997               1998                1999            July 31, 1999
                          ----------------- ------------------- ------------------- --------------------
                                   Weighted            Weighted            Weighted             Weighted
                                   Average             Average             Average              Average
                                   Exercise            Exercise            Exercise             Exercise
                          Shares    Price    Shares     Price    Shares     Price     Shares     Price
                                                                                        (unaudited)
<S>                       <C>      <C>      <C>        <C>      <C>        <C>      <C>         <C>
Outstanding at beginning
 of period..............      --    $ --      448,950   $0.10   1,081,525   $0.14    2,085,292   $0.65
Granted.................  477,350    0.10     965,350    0.15   1,554,250    0.83    5,024,047    1.35
Exercised...............      --      --     (108,261)   0.10     (82,933)   0.13   (2,994,930)   0.94
Cancelled...............  (28,400)   0.10    (224,514)   0.11    (467,550)   0.18     (332,599)   0.81
                          -------           ---------           ---------           ----------
Outstanding at end of
 period.................  448,950    0.10   1,081,525    0.14   2,085,292    0.65    3,781,810    1.33
                          =======           =========           =========           ==========
Options exercisable at
 end of period..........  448,950           1,081,525           1,915,292            3,511,810
                          =======           =========           =========           ==========
Weighted average fair
 value of options
 granted during the
 period.................            $0.07               $0.81               $3.88
                                    =====               =====               =====
</TABLE>

  Certain of the options exercised during the six months ended July 31, 1999
were issued in exchange for notes receivable, which are full recourse and
additionally collateralized by the underlying shares of common stock and other
personal property. These notes receivable are payable on the earlier of June
21, 2004 or 180 days after the borrower's employment with the Company
terminates for any reason and bear interest at rates ranging from 5.22% to
5.37% of the unpaid principal balance each year. These notes receivable have
been included in stockholders' equity.

  The following table summarizes information about stock options outstanding
and exercisable at January 31, 1999:

<TABLE>
<CAPTION>
                               Options Outstanding at      Options Exercisable
                                  January 31, 1999         at January 31, 1999
                          -------------------------------- --------------------
                                       Weighted
                                        Average
                                       Remaining  Weighted             Weighted
                           Number of  Contractual Average   Number of  Average
                            Shares       Life     Exercise   Shares    Exercise
   Exercise Prices        Outstanding   (Years)    Price   Exercisable  Price
   <S>                    <C>         <C>         <C>      <C>         <C>
   $ 0.10................    233,750      7.9      $0.10      233,750   $0.10
   $ 0.16................    455,086      8.8      $0.16      455,086   $0.16
   $ 0.60................    366,456      9.3      $0.60      366,456   $0.60
   $ 1.00................  1,030,000      9.8      $1.00      860,000   $1.00
                           ---------                        ---------
                           2,085,292                        1,915,292
                           =========                        =========
</TABLE>

                                      F-19
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following table summarizes information about stock options outstanding
and exercisable at July 31, 1999 (unaudited):

<TABLE>
<CAPTION>
                            Options Outstanding at July    Options Exercisable
                                      31, 1999               at July 31, 1999
                          -------------------------------- --------------------
                                       Weighted
                                        Average
                                       Remaining  Weighted             Weighted
                           Number of  Contractual Average   Number of  Average
                            Shares       Life     Exercise   Shares    Exercise
   Exercise Prices        Outstanding   (Years)    Price   Exercisable  Price
   <S>                    <C>         <C>         <C>      <C>         <C>
   $ 0.10................    152,202      7.3      $0.10      152,202   $0.10
   $ 0.16................    280,442      8.2      $0.16      280,442   $0.16
   $ 0.60................    329,216      8.8      $0.60      329,216   $0.60
   $ 1.00................  2,519,050      9.6      $1.00    2,249,050   $1.00
   $ 3.00................    311,400     10.0      $3.00      311,400   $3.00
   $ 7.00................    189,500     10.0      $7.00      189,500   $7.00
                           ---------                        ---------
                           3,781,810                        3,511,810
                           =========                        =========
</TABLE>

Fair value disclosures

  Had compensation costs for the Company's option plan been determined based on
the fair value at the grant dates using the minimum value model as prescribed
by SFAS 123, the Company's pro forma net loss for the fiscal years ended
January 31, 1997, 1998 and 1999 would have been $(3,432,000), $(6,440,000) and
$(16,459,000), respectively, which represents an increase in the net loss
attributable to common stockholders of $(5,000), $(31,000) and $(755,000),
respectively. In addition, the pro forma basic and diluted net loss per share
under SFAS 123 would have been $(1.21), $(1.82) and $(4.16), respectively for
the periods presented. The fair value of each option is estimated on the date
of grant using the minimum value method with the following assumptions:

<TABLE>
<CAPTION>
                                                            Fiscal Year Ended
                                                               January 31,
                                                            -------------------
                                                            1997   1998   1999
   <S>                                                      <C>    <C>    <C>
   Expected life (years)...................................     4      4      4
   Risk-free interest rate.................................  6.23%  6.48%  5.14%
   Dividend yield..........................................     0%     0%     0%
</TABLE>

  Because the determination of the fair value granted after the Company becomes
a public entity will include an expected volatility factor and because
additional option grants are expected to be made each year, the compensation
expense for the three years ended January 31, 1999 are not representative of
the pro forma effects of option grants on reported net income (loss) for future
years.

Unearned compensation

  In connection with certain stock option grants the Company recognized
unearned compensation which is being amortized over the vesting periods of the
related options, usually four years. The total unearned compensation recorded
by the Company from August 7, 1995 (inception) through July 31, 1999 was
$47,159,000. The fair value per share used to calculate unearned compensation
was derived by reference to the preferred stock values, reduced by a nominal
discount factor. Future compensation charges are subject to reduction for any
employee who terminated employment prior to the expiration of such employee's
option vesting period. The amortization of unearned compensation during the
fiscal year ended January 31, 1997, 1998

                                      F-20
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

and 1999 and the six months ended July 31, 1999 totaled $5,000, $87,000,
$1,919,000 and $8,753,000 (unaudited), respectively. Additionally, the Company
recorded unearned compensation for restricted common stock granted to service
providers, which is being amortized over the related vesting period.

NOTE 9--INCOME TAXES:

  No provision for income taxes was recorded from inception through January 31,
1999 as the Company incurred net operating losses during the period.

  The components of the Company's net deferred tax assets consist of the
following:

<TABLE>
<CAPTION>
                                                                 January 31,
                                                               ----------------
                                                                1998     1999
                                                               (in thousands)
   <S>                                                         <C>      <C>
   Net operating loss carryforwards........................... $ 3,082  $ 7,920
   Other reserves and accruals................................     215      545
                                                               -------  -------
   Total deferred tax assets..................................   3,297    8,465
   Less: valuation allowance..................................  (3,297)  (8,465)
                                                               -------  -------
                                                               $   --   $   --
                                                               =======  =======
</TABLE>

  Management believes, based on the available objective evidence, that
sufficient uncertainty exists regarding the realization of the deferred tax
assets such that a full valuation allowance has been recorded.

  At January 31, 1999, the Company had approximately $19,800,000 of federal and
$13,750,000 of state net operating tax loss carryforwards available to offset
future taxable income. Such carryforwards expire in varying amounts through
2019. Under the Tax Reform Act of 1986, the amounts of and the benefit from net
operating loss carryforwards may be impaired or limited in certain
circumstances. Events which may cause limitations in the utilization of net
operating losses in any one year include, but are not limited to, a cumulative
stock ownership change of greater than 50%, as defined, over a three year
period. Such change may have occurred as a result of the preferred stock
issuances.

NOTE 10--ACQUISITION:

  In July 1999, the Company entered into an agreement to purchase certain
assets of Oasis Reservation Services, Inc. in Fort Lauderdale, Florida. The
purchase price totaled $2.45 million comprised of $800,000 cash and a
$1,650,000 convertible note. The note bears interest at a rate of 5% per annum
and is payable in full on April 14, 2000. The note is convertible into
redeemable convertible preferred stock or common stock of the Company. The note
holder may elect to convert this note into shares of equity securities issued
by the Company, either through a private placement or an initial public
offering at the price of the respective offering. This right shall terminate on
the earlier of the note maturity date or the closing of the IPO. The note shall
be convertible into the number of shares of equity securities based on the
principal amount of the note plus accrued and unpaid interest divided by the
price paid for the equity securities by third parties.

  This acquisition was accounted for using the purchase method of accounting.
The aggregate purchase price was allocated to the net assets acquired, based
upon their respective fair market value with the remainder allocated to
intangible assets, including goodwill. The Company is amortizing goodwill and
other intangible assets on a straight-line basis over 24 months.

                                      F-21
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following summarizes the unaudited pro forma results of operations, on a
combined basis, as if the acquisition occurred as of the beginning of each of
the periods presented, after including the impact of certain adjustments such
as amortization of costs in excess of net assets acquired:

<TABLE>
<CAPTION>
                                                        Fiscal
                                                      Year-Ended    Six months
                                                      January 31, Ended July 31,
                                                         1999          1999
                                                        (in thousands, except
                                                           per share data)
   <S>                                                <C>         <C>
   Net revenues......................................  $  6,447      $  5,598
   Net loss..........................................   (16,451)      (20,913)
   Basic and diluted net loss per share..............  $  (4.16)     $  (5.14)
</TABLE>

  The unaudited pro forma results are not necessarily indicative of the results
of the operations that would have been reported had the acquisition occurred
prior to the beginning of the period presented. In addition, they are not
intended to be indicative of future results.

NOTE 11--SUBSEQUENT EVENTS:

Employee and Director Benefit Plans

  On August 16, 1999, the board of directors approved the 1999 stock incentive
plan under which 5,000,000 shares of common stock have been reserved. On each
February 1, commencing with the year 2001, the number of shares in reserve will
automatically increase by 4% of the total number of shares of common stock that
are outstanding at that time or, if less, by 3,000,000 shares.

  In August 1999, the Company adopted the 1999 employee stock purchase plan
under which 2,500,000 shares have been reserved for issuance thereafter. On
each June 1, the number of shares in reserve will automatically be restored to
2,500,000 (in other words, the reserve will be increased by the number of
shares that were issued in the prior 12 months). The plan permits purchases of
common stock via payroll deductions. The maximum payroll deduction is 15% of
the employee's cash compensation. Purchases of the common stock will occur on
May 31 and November 30 of each year. The price of each share purchased will be
85% of the lower of:

  .The fair market value per share of common stock on the date immediately
    before the first day of the applicable offering period; or

  .The fair market value per share of common stock on the purchase date.

  In August, the board of directors also adopted the 1999 directors' stock
option plan and 750,000 shares of common stock were reserved for issuance under
this plan. On each February 1, starting with the year 2001, the number of
shares in reserve will automatically be restored to 750,000. Non-employee
members of the board of directors will be eligible for option grants under the
1999 directors' stock option plan. Each non-employee director who joins the
board after the effective date of the plan will receive an initial option of
50,000 shares. The initial options vest 25% at the end of year one, and the
balance in 36 equal monthly installments. At each annual stockholder's meeting,
beginning in 2000, each non-employee director will automatically be granted an
annual option for 12,500 shares of the common stock. A new non-employee
director who receives the initial option will not receive the 12,500 share
annual option in the same calendar year. These options vest in equal monthly
installments over the one-year period following the date of the grant. The
exercise price of the option will be equal to the fair market value of the
common stock on the option grant date. The non-employee directors' options have
a 10-year term, and expire one year after a director leaves the board. Upon a
change of control of the Company, the options become fully vested. Vesting also
accelerates in the event of the optionee's death or disability.

  The above plans are subject to stockholder approval.

                                      F-22
<PAGE>

                               GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Initial public offering

  In August, 1999, the Company's board of directors authorized management to
file a registration statement with the Securities and Exchange Commission to
permit the Company to sell shares of its common stock to the public.

Financing Activities

  In August and September 1999, the Company agreed to sell:

  . 1,875,423 shares of series C preferred stock at $5.125 per share to
    American Express, America West Airlines and Air Canada;

  . 5,041,077 shares of series E preferred stock at $12.50 per share to
    American Express, Covia LLC, a subsidiary of United Air Lines, America
    West Airlines, Air Canada, MeriTech Capital and ITN Joint Venture;

  . A warrant to purchase up to 375,000 shares of common stock at $16.50 per
    share to American Express;

  . Warrants to purchase up to 2,786,821 shares of series C preferred stock
    at $11.20 and $5.125 per share to Covia LLC and Northwest Airlines,
    respectively; and

  . Warrants to purchase up to 2,160,046 shares of series E preferred stock
    at an average exercise price of approximately $26.00 per share to
    American Express and at $12.50 per share to America West Airlines and Air
    Canada.

                                      F-23
<PAGE>

Description of Graphics--Inside Back Cover

  At top of the page, there is a title that reads "Customers Use our Solutions
to: Reduce Costs; Increase Productivity; Provide Real-Time Data Analysis."

  At upper left side of the page, there is a screen shot of a Web page
depicting the booking of flight reservations. Immediately above the screen
shot, there is a title that reads "Search" and immediately below the screen
shot, there is a caption that reads "Travelers can book real-time reservations
using preferred vendors and negotiated rates." Opposite the screen shot, there
is a quotation, titled "Chevron," that reads " "Our research suggested that
ease-of-use was essential to the adoption of an online travel solution and
GetThere.com delivered. We hope to have wide adoption by our travelers using
the system in the future.'--Nancy Godfrey, Travel Administration Manager."

  At middle right side of the page, there is a screen shot of a Web page
depicting a real-time airline seat map. Immediately above the screen shot,
there is a title that reads "Select" and immediately below the screen shot,
there is a caption that reads "Travelers can select their seats from a real-
time seat map supplied by the airline so they can pick any available seat."
Opposite the screen shot, there is a quotation, titled "Hewlett-Packard," that
reads " "Our VeriFone subsidiary installed GetThere.com's solution and has
achieved an adoption rate of more than 60%. This has led to savings of up to
15% on airline tickets.'--Joe Beyers, Vice President and General Manager,
Internet Business Unit."

  At lower left side of the page, there is a screen shot of a Web page
depicting real-time data reporting. Immediately above the screen shot, there is
a title that reads "Report" and immediately below the screen shot, there is a
caption that reads "Travel managers get real-time reporting of their actual
travel spending, allowing them to manage budgets and meet supplier contracts."
Opposite the screen shot, there is a quotation, titled "Nabisco," that reads "
"Whether guiding us through implementation or customizing our product, the
GetThere.com team listened to our requirements and built a solution that
exceeded our expectations.'--Deborah Maxwell, Senior Manager, Travel."

  At the lower right corner of the page, there is the GetThere.com logo.
<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     , 1999


                              [GETTHERE.COM LOGO]

                                Shares of Common Stock

                            ----------------------
                                  PROSPECTUS
                            ----------------------

                         Donaldson, Lufkin & Jenrette

                             Salomon Smith Barney

                           Bear, Stearns & Co. Inc.

                               WR Hambrecht + Co

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

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of
GetThere.com have not changed since the date hereof.

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

Until      , 1999 (25 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to
deliver a prospectus when acting as an underwriter and with respect to its
unsold allotments or subscriptions.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

  The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of common stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fees.

<TABLE>
   <S>                                                                 <C>
   SEC Registration fee............................................... $ 20,850
   NASD fee...........................................................    8,000
   Nasdaq National Market initial listing fee.........................   50,000
   Printing and engraving.............................................    *
   Legal fees and expenses of the Company.............................    *
   Accounting fees and expenses.......................................    *
   Directors and Officers Liability Insurance.........................    *
   Blue sky fees and expenses.........................................    5,000
   Transfer agent fees................................................   15,000
   Miscellaneous......................................................    *
                                                                       --------
     Total............................................................ $*
                                                                       ========
</TABLE>
  -----------------------
  *To be filed by amendment.

Item 14. Indemnification of Directors and Officers

  Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Act"). Article Six of the Registrant's Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification
of employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Amended and Restated Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to the Registrant and its stockholders. This provision in the
Amended and Restated Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors, a
form of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The Indemnification Agreements provide the Registrant's officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant maintains liability
insurance for its directors and officers. Reference is also made to Section 7
of the Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying
officers and directors of the Registrant against certain liabilities, and
Section 5.6 of the Amended and Restated Investor Rights Agreement contained in
Exhibit 4.1 hereto, indemnifying certain of the Company's stockholders,
including controlling stockholders, against certain liabilities.

                                     II-1
<PAGE>

Item 15. Recent Sales of Unregistered Securities

  Since August 1995 (inception), the Registrant has issued and sold the
following securities:

  1. On August 7, 1995, the Registrant issued and sold an aggregate of
3,000,000 shares of our common stock to three founders of the Company for an
aggregate purchase price of $3,000.

  2. On April 23, 1996, the Registrant issued and sold 3,529,516 shares of
series A preferred stock for an aggregate purchase price of $4,000,000 to a
group of investors under a stock purchase agreement. At a second closing on
June 4, 1996, the Registrant issued and sold 176,475 shares of series A
preferred stock for an aggregate purchase price of $199,999 to a group of
investors under a stock purchase agreement.

  3. On April 23, 1996, the Registrant issued and sold 335,256 shares of
common stock to the Contrarian Group for an aggregate purchase price of
$33,526 (the value of services rendered).

  4. On May 1, 1996, the Registrant issued a warrant to purchase 17,647 shares
of our series A preferred stock with an exercise price of $1.1333 per share to
Comdisco, Inc. in consideration for Comdisco's performance under a Master
Lease Agreement and Equipment Schedule dated April 2, 1996.

  5. On April 15, 1997 the Registrant issued two warrants to purchase a total
of 30,120 shares of our series B preferred stock at an exercise price of
$1.133 per share to Imperial Bank in consideration for its performance under a
loan agreement.

  6. On April 18, 1997, the Registrant issued and sold 3,914,448 shares of
series B preferred stock for an aggregate purchase price of $6,497,984 to a
group of nine investors under a stock purchase agreement. Each of the nine
investors was also granted a warrant to purchase series B preferred stock in
an amount totalling 10% of the number of shares it purchased in the series B
round at an exercise price of $1.66 per share. The total number of shares
available for purchase in these warrants is 391,445.

  7. On February 20, 1998, the Registrant issued a warrant to purchase 28,916
shares of our series B preferred stock with an exercise price of $1.66 per
share to Phoenix Leasing, Inc. in consideration for its performance under a
loan agreement.

  8. On February 23, 1998, the Registrant issued a warrant to purchase 54,216
shares of our series B preferred stock with an exercise price of $1.66 per
share to Comdisco, Inc. in consideration for its performance under several
lease agreements.

  9. On May 14, 1998, the Registrant issued and sold 4,044,297 shares of our
series C preferred stock for an aggregate purchase price of $20,727,022 to one
investor under a stock purchase agreement. In addition, the Registrant granted
a right to that investor to have the Registrant issue it a warrant for 807,698
shares of series C preferred stock at an exercise price of $0.01 per share for
a purchase price of $4,139,452. At a subsequent closing on May 29, 1998, the
Registrant issued and sold an additional 66,578 shares of our series C
preferred stock for an aggregate purchase price of $341,212 to two investors
under a stock purchase agreement.

  10. On June 7, 1999, the Registrant issued a warrant to purchase 16,407
shares of our series E preferred stock with an exercise price that will be
equal to the price of preferred equity securities sold to investors in our
next transaction. If the Registrant's next transaction did not close prior to
September 30, 1999, the exercise price would be $10.00 per share. The warrant
was issued to a real estate broker in consideration for the value of real
estate services rendered.

  11. On June 29, 1999, the Registrant issued a warrant to purchase 19,500
shares of our series B preferred stock with an exercise price of 85% of the
purchase price of securities offered in the Registrant's next round of
financing or the price to the public in the Registrant's initial public
offering. If neither of these events occur prior to November 12, 1999, then
the exercise price shall be $5.125 per share. The warrant was issued to
Comdisco, Inc. in consideration for their performance under several lease
agreements.

                                     II-2
<PAGE>

  12. On July 15, 1999, the Registrant issued a convertible promissory note
with a principal amount of $1,650,000 to Eastern Air Lines. This note is
convertible at the option of the holder into shares of series E preferred
stock at a price of $12.50 per share.

  13. On August 27, 1999 the Registrant issued and sold 500,000 shares of
series C preferred stock for an aggregate purchase price of $2,562,500 to one
investor under a stock admission agreement.

  14. Also on August 27, 1999, the Registrant issued a contingent warrant to
purchase up to 1,650,000 shares of series C preferred stock with an exercise
price of $5.125 per share to Northwest Airlines.

  15. On September 14, 1999, the Registrant issued and sold 1,375,423 shares
of our series C preferred stock to two investors for an aggregate purchase
price of $7,049,043 under stock purchase agreements.

  16. On September 14, 1999, the Registrant issued and sold 5,041,076 shares
of our series E preferred stock and one share of series D3 preferred stock to
a group of six investors for an aggregate purchase price of $63,013,463 under
stock purchase agreements.

  17. On September 14, the Registrant issued a warrant to purchase 1,136,821
shares of series C preferred stock with an exercise price of $11.20 per share
to Covia.

  18. On September 14, 1999, the Registrant issued two warrants to purchase a
total of 1,460,046 shares of series E preferred stock to American Express. The
exercise price for these shares ranges from $21.00 to $31.00. In addition, the
Registrant issued a warrant to American Express to purchase a total of 375,000
common shares at a price of $16.50 per share.

  19. On September 14, 1999, the Registrant issued a warrant to purchase
500,000 shares of series E preferred stock with an exercise price of $12.50
per share to America West Airlines.

  20. On September 14, 1999, the Registrant issued a warrant to purchase
200,000 shares of series E preferred stock with an exercise price of $12.50
per share to Air Canada.

  21. As of September 12, 1999, the Registrant had granted options to purchase
9,493,798 shares of common stock to employees, consultants and other service
providers of the Registrant under its 1996 Stock Plan, of which 3,814,600
shares have been exercised, assuming no exercise of stock options after July
31, 1999.

  The sale of the above securities was deemed to be exempt from registration
under the Securities Act in reliance upon Section 4(2) of the Securities Act
or Regulation D promulgated thereunder, or Rule 701 promulgated under Section
3(b) of the Securities Act as transactions by an issuer not involving any
public offering or transactions under compensation benefit plans and contracts
relating to compensation as provided under Rule 701. The recipients of
securities in each transaction represented their intentions to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution and appropriate legends were affixed to the
share certificates issued in these transactions. All recipients had adequate
access, through their relationships with us, to information about us.

Item 16. Exhibits and Financial Statement Schedules

 (a) Exhibits

<TABLE>
<CAPTION>
 Exhibit
   No.                Description
 -------              -----------
 <C>     <S>
  1.1*   Form of Underwriting Agreement.
  2.1*   Agreement and Plan of Reorganization.
</TABLE>


                                     II-3
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
   No.                                 Description
 -------                               -----------
 <C>     <S>
  3.1*   Amended and Restated Certificate of Incorporation of the Registrant,
         to be filed after reincorporation of the Registrant into the state of
         Delaware.
  3.2*   Amended and Restated Certificate of Incorporation of the Registrant to
         be filed immediately prior to the offering.
  3.4*   Amended and Restated Bylaws of the Registrant.
  4.1*   Amended and Restated Investors' Rights Agreement.
  4.2*   Specimen Certificate of the Registrant's common stock.
  5.1*   Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
         LLP, counsel to the Registrant.
 10.1    Form of Indemnification Agreement entered into between the Registrant
         and its directors and officers.
 10.2    1996 Stock Incentive Plan (as amended and restated on February 16,
         1999).
 10.3    1999 Stock Incentive Plan.
 10.4    1999 Directors' Stock Option Plan.
 10.5    1999 Employee Stock Purchase Plan.
 10.6    Employment Agreement between Gadi Maier and the Registrant, dated
         January 11, 1999.
 10.7*   Employment Agreement between Eric Sirkin and the Registrant, dated
         November 16, 1998.
 10.8    Employment Agreement between Kenneth R. Pelowski and the Registrant,
         dated March 25, 1999.
 10.9    Employment Agreement between Richard D.C. Whilden and the Registrant,
         dated March 1, 1999.
 10.10   Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
         Alto, California.
 10.11   Commercial Lease Agreements (as amended) for facilities at 451 Sherman
         Avenue, Palo Alto, California.
 10.12   Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
         Alto, California.
 10.13   Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
         Palo Alto, California.
 10.14   Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
         Park, California.
 10.15   Commercial Lease Agreement for call center facility in Fort
         Lauderdale, Florida.
 10.16*+ Services Agreement between United Airlines and the Registrant.
 10.17*+ Subscriber Services Agreement between Galileo International, LLC and
         the Registrant.
 10.18*+ Web Services and Travel Agreement between American Express and the
         Registrant.
 10.19*  Amended and Restated Shareholders Agreement.
 10.20*  Standstill and Bring Along Agreement between American Express and the
         Registrant.
 10.21   Master Lease Agreement between Comdisco, Inc. and the Registrant.
 10.22   Master Equipment Lease between Phoenix Leasing, Inc. and the
         Registrant.
 10.23   General Security Agreement between Imperial Bank, Inc. and the
         Registrant.
 10.24   Form of Warrant issued to Comdisco, Inc. by the Registrant.
 10.25   Form of Warrant issued to Phoenix Leasing, Inc. by the Registrant.
 10.26   Form of Warrant issued to Imperial Bank, Inc. by the Registrant.
 10.27   Form of Warrant which may be issued to Covia LLC by the Registrant.
 10.28*  Form of Nonstatutory Stock Option Agreement issued to Covia by the
         Registrant.
 10.29*  Form of Warrant issued to Covia by the Registrant.
 10.30*  Form of Warrant issued to Northwest Airlines by the Registrant.
 10.31*  Form of Warrant issued to America West Airlines by the Registrant.
</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
   No.                                Description
 -------                              -----------
 <C>     <S>
 10.32*  Form of Warrant issued to Air Canada by the Registrant.
 10.33*  Form of Warrant issued to American Express for 730,023 shares of
         preferred stock by the Registrant.
 10.34*  Form of Warrant issued to American Express for another 730,023 shares
         of preferred stock by the Registrant.
 10.35*  Form of Warrant issued to American Express for 375,000 shares of
         common stock by the Registrant.
 23.1    Consent of PricewaterhouseCoopers LLP, independent accountants.
 23.2*   Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
         LLP, counsel to the Registrant. Reference is made to Exhibit 5.1.
 24.1    Power of Attorney. See page II-6.
 27.1    Financial Data Schedule dated January 31, 1998 and January 31, 1999 .
 27.2    Financial Data Schedule dated January 31, 1997.
 27.3    Financial Data Schedule dated July 31, 1998 and July 31, 1999.
</TABLE>
---------------------
*  To be filed by amendment.

+  Confidential treatment requested as to certain portions of these exhibits.

 (b) Financial Statement Schedule

  Schedule II--Valuations and Qualifying accounts.

  Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.

Item 17. Undertakings

  The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
the Underwriting Agreement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

  The Registrant hereby undertakes that:

    (1) For purposes of determining any liability under the Act, the
  information omitted from the form of prospectus filed as part of this
  Registration Statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Act shall be deemed to be part of this Registration
  Statement as of the time it was declared effective.

    (2) For the purpose of determining any liability under the Act, each
  post-effective amendment that contains a form of prospectus shall be deemed
  to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

                                     II-5
<PAGE>

                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo
Alto, State of California, on this 15th day of September, 1999.

                                          GETTHERE.COM, INC.

                                          By:       /s/ Gadi Maier
                                             __________________________________
                                                         Gadi Maier
                                               President and Chief Executive
                                                          Officer

                               POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Gadi Maier and Kenneth R. Pelowski, and
each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to sign any
registration statement for the same offering covered by this Registration
Statement that is to be effective on filing pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or her or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<S>                                    <C>                        <C>
            /s/ Gadi Maier             President, Chief Executive September 15, 1999
______________________________________  Officer and Director
              Gadi Maier                (Principal Executive
                                        Officer)

       /s/ Kenneth R. Pelowski         Chief Operating Officer    September 15, 1999
______________________________________  and Chief Financial
         Kenneth R. Pelowski            Officer (Principal
                                        Financial and Accounting
                                        Officer)

          /s/ Daniel Whaley            Chief Technical Officer    September 15, 1999
______________________________________  and Director
            Daniel Whaley

       /s/ Richard D.C. Whilden        Chairman of the Board      September 15, 1999
______________________________________
         Richard D.C. Whilden

         /s/ Jeffrey D. Brody          Director                   September 15, 1999
______________________________________
           Jeffrey D. Brody
</TABLE>

                                     II-6
<PAGE>

<TABLE>
<S>                                    <C>                        <C>
       /s/ William R. Hambrecht        Director                   September 15, 1999
______________________________________
         William R. Hambrecht

          /s/ John Ueberroth           Director                   September 15, 1999
______________________________________
            John Ueberroth

          /s/ Dale J. Vogel            Director                   September 15, 1999
______________________________________
            Dale J. Vogel
</TABLE>

                                      II-7
<PAGE>

                                  GETTHERE.COM

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                    Balance at Charged to            Balance at
                                    beginning  costs and               end of
                                    of period   expenses  Deductions   period
<S>                                 <C>        <C>        <C>        <C>
Year ended 31 January, 1997
  Allowance for doubtful accounts..      (11)       (88)        25        (74)
  Allowance for sales returns......      --         --         --         --
  Deferred tax asset valuation
   allowance.......................      (99)      (828)       --        (927)

Year ended 31 January, 1998
  Allowance for doubtful accounts..      (74)       (99)        18       (155)
  Allowance for sales returns......      --         --         --         --
  Deferred tax asset valuation
   allowance.......................     (927)    (2,370)       --      (3,297)

Year ended 31 January, 1999
  Allowance for doubtful accounts..     (155)      (390)         5       (540)
  Allowance for sales returns......      --         (30)       --         (30)
  Deferred tax asset valuation
   allowance.......................   (3,297)    (5,168)       --      (8,465)

Six months ended 31 July, 1998
  Allowance for doubtful accounts..     (155)      (198)       (13)      (366)
  Allowance for sales returns......      --         --         --         --
  Deferred tax asset valuation
   allowance.......................   (3,297)       --      (2,240)    (5,537)

Six months ended 31 July, 1999
  Allowance for doubtful accounts..     (540)      (116)       119       (537)
  Allowance for sales returns......      (30)       --         --         (30)
  Deferred tax asset valuation
   allowance.......................   (8,465)    (4,093)       --     (12,558)
</TABLE>
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
   No.                                 Description
 -------                               -----------
 <C>     <S>
  1.1*   Form of Underwriting Agreement.
  2.1*   Agreement and Plan of Reorganization.
  3.1*   Amended and Restated Certificate of Incorporation of the Registrant,
         to be filed after reincorporation of the Registrant into the state of
         Delaware.
  3.2*   Amended and Restated Certificate of Incorporation of the Registrant to
         be filed immediately prior to the offering.
  3.4*   Amended and Restated Bylaws of the Registrant.
  4.1*   Amended and Restated Investors' Rights Agreement.
  4.2*   Specimen Certificate of the Registrant's common stock.
  5.1*   Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
         LLP, counsel to the Registrant.
 10.1    Form of Indemnification Agreement entered into between the Registrant
         and its directors and officers.
 10.2    1996 Stock Incentive Plan (as amended and restated on February 16,
         1999).
 10.3    1999 Stock Incentive Plan.
 10.4    1999 Directors' Stock Option Plan.
 10.5    1999 Employee Stock Purchase Plan.
 10.6    Employment Agreement between Gadi Maier and the Registrant, dated
         January 11, 1999.
 10.7*   Employment Agreement between Eric Sirkin and the Registrant, dated
         November 16, 1998.
 10.8    Employment Agreement between Kenneth R. Pelowski and the Registrant,
         dated March 25, 1999.
 10.9    Employment Agreement between Richard D.C. Whilden and the Registrant,
         dated March 1, 1999.
 10.10   Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
         Alto, California.
 10.11   Commercial Lease Agreements (as amended) for facilities at 451 Sherman
         Avenue, Palo Alto, California.
 10.12   Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
         Alto, California.
 10.13   Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
         Palo Alto, California.
 10.14   Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
         Park, California.
 10.15   Commercial Lease Agreement for call center facility in Fort
         Lauderdale, Florida.
 10.16*+ Services Agreement between United Airlines and the Registrant.
 10.17*+ Subscriber Services Agreement between Galileo International, LLC and
         the Registrant.
 10.18*+ Web Services and Travel Agreement between American Express and the
         Registrant.
 10.19*  Amended and Restated Shareholders Agreement.
 10.20*  Standstill and Bring Along Agreement between American Express and the
         Registrant.
 10.21   Master Lease Agreement between Comdisco, Inc. and the Registrant.
 10.22   Master Equipment Lease between Phoenix Leasing, Inc. and the
         Registrant.
 10.23   General Security Agreement between Imperial Bank, Inc. and the
         Registrant.
 10.24   Form of Warrant issued to Comdisco, Inc. by the Registrant.
</TABLE>
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 455471}]
{"company-data": {"conformed-name": "GETTHERE COM", "cik": "0001094202", "assigned-sic": "", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-87161", "film-number": "99712195"}, "business-address": {"street1": "445 SHERMAN AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94306", "phone": "6506146313"}, "mail-address": {"street1": "445 SHERMAN AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94306"}}
As filed with the Securities and Exchange Commission on September 15, 1999
                                                     Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                ---------------
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          the Securities Act of 1933

                                ---------------
                              GETTHERE.COM, INC.
            (Exact name of Registrant as specified in its charter)

                                ---------------
Delaware                               7372                            93-1184437
   (State or other jurisdiction         (Primary Standard Industrial             (I.R.S. Employer
 of incorporation or organization)       Classification Code Number)           Identification No.)
445 Sherman Avenue
                          Palo Alto, California 94306
                                (650) 614-6300
  (Address, including zip code, and telephone number, including area code, of
                 the Registrant's principal executive offices)

                                ---------------
                                  GADI MAIER
                     President and Chief Executive Officer
                              GetThere.com, Inc.
                              445 Sherman Avenue
                          Palo Alto, California 94306
                                (650) 614-6300
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
Scott C. Dettmer, Esq.                             Richard A. Fink, Esq.
               Bennett L. Yee, Esq.                              Timothy R. Curry, Esq.
             Jonathan J. Noble, Esq.                          Jonathan P. Shanberge, Esq.
               Steven P. Chen, Esq.                               J. Omar Mahmud, Esq.
              Robin J. Reilly, Esq.                           Patrick J. O'Loughlin, Esq.
             Gunderson Dettmer Stough                       Brobeck, Phleger & Harrison LLP
       Villeneuve Franklin & Hachigian, LLP                      Two Embarcadero Place
              155 Constitution Drive                                 2200 Geng Road
           Menlo Park, California 94025                     Palo Alto, California 94303-0913
                  (650) 321-2400                                     (650) 424-0160
---------------

       Approximate date of commencement of proposed sale to the public:
As soon as practicable after the specific date of this Registration Statement.

  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Proposed Aggregate
         Title of Each Class of                Maximum            Amount of
      Securities to be Registered        Offering Price(/1/)  Registration Fee
------------------------------------------------------------------------------
Common Stock, $0.0001 par value.......       $75,000,000           $20,850
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.

                                  -----------
  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this preliminary prospectus is not complete and  +
+we may change it. We may not sell these securities or accept your offer to    +
+buy them until the documentation filed with the SEC relating to these         +
+securities has been declared effective by the SEC. This prospectus is not an  +
+offer to sell these securities or our solicitation of your offer to buy these +
+securities in any jurisdiction where that would not be permitted or legal.    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  SUBJECT TO COMPLETION -- September 15, 1999

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

PROSPECTUS
      , 1999

                      [LOGO OF GETTHERE.COM APPEARS HERE]

                               Shares of Common Stock

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

GetThere.com, Inc.:

 . We are a leading provider of Internet-based travel procurement and supply
  solutions primarily for businesses and travel suppliers.

 . GetThere.com, Inc.
 445 Sherman Avenue
 Palo Alto, California 94306
 (650) 614-6300

Proposed Symbol & Market:

 . GTHR/Nasdaq National Market

The Offering:

 . We are offering      shares of our common stock.

 . The underwriters have an option to purchase an additional            shares
  from GetThere.com to cover over-allotments.

 . This is our initial public offering. We anticipate that the initial public
  offering price will be between $      and $     per share.

 . We plan to use the net proceeds from this offering for working capital,
  purchase of property and equipment and other general corporate purposes.

 . Closing:           , 1999.

 -----------------------------------------------------
Per Share        Total
 ---------------------------------------------------

   Public offering price:     $              $
   Underwriting fees:
   Proceeds to GetThere.com:
---------------------------------------------------

     This investment involves risk. See "Risk Factors" beginning on Page 6.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

Donaldson, Lufkin & Jenrette

            Salomon Smith Barney

                         Bear, Stearns & Co. Inc.

                                                              WR Hambrecht + Co
Description of Graphics--Inside Front Cover

  At top of page, there is text that reads "Internet-Based Travel Procurement
and Supply Solutions."

  On upper left side of page, there is a graphic depicting three cubes, each
containing the GetThere.com logo, with two arrows pointing to the two screen
shots below.

  Opposite the graphic, there is a title that reads "GetThere.com Solutions."
Under this title is text in bullet points that reads:

  . Fully-hosted applications delivered via Internet/Intranet

  . Real-time information, sales and data analysis

  . 24 x 7 technical support

  . Redundant, fault-tolerant servers and systems

  At lower left side of page, there is a screen shot of the Nike travel booking
Web site. Above the screen shot, there is a title that reads "Businesses."
Immediately below the title, there is text that reads "Accessed by employees
through a corporate Intranet." Immediately below the screen shot, there is text
in bullet points that reads:

  Businesses use our solutions to:

  . Reduce costs

  . Enforce policy and contract compliance

  . Increase employee productivity

  . Provide real-time reporting and analysis

  At lower right side of page, there is a screen shot of the United Air Lines
consumer Web site. Above the screen shot, there is a title that reads
"Suppliers." Immediately below the title, there is text that reads "Accessed by
customers through a supplier's Web site." Immediately below the screen shot,
there is text that reads:

  Suppliers use our solutions to:

  . Increase revenue opportunities

  . Reduce sales and distribution costs

  . Enhance consumer service

  . Increase customer loyalty

  Framing the page, there is a partial customer list that includes the
following customers: Boeing, Nokia, United Air Lines, Travel.com, Cendant,
American Express, Texas Instruments, Chevron, Nike, Nabisco, Kodak, CNN
Interactive, Trip.com, Credit Suisse First Boston, Lauda Airlines, Digital
Mall/CompuTravel, PeopleSoft, Airlines.com, National Airlines, Toyota, Airlines
of the Web, Hewlett-Packard, Tektronix, 4Websites, PriceWaterhouseCoopers,
Inteletravel, HP/Verifone, Travelnow, Procter & Gamble, Lawrence Berkeley Labs,
IEEE, AAA Travel, NationsBank, University of California at Berkeley, Atevo,
Xetrox, Uniglobe, Ambassador Travel, MemberWorks.
TABLE OF CONTENTS

  You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of the
prospectus or any sale of the common stock. In this prospectus, unless the
context indicates otherwise, the "Company," "GetThere.com," "we," "us" and
"our" refer to GetThere.com, Inc., a Delaware corporation.

  ITN is our registered trademark. GetThere.com, ITN Global Manager and ITN
FlightRez are our trademarks. This prospectus also contains trademarks of other
companies.

  We were incorporated in the State of California as Internet Travel Network on
August 7, 1995 and changed our name to GetThere.com, Inc. on July 16, 1999. Our
principal headquarters are located at 445 Sherman Ave., Palo Alto, California
94306, and our telephone number is (650) 614-6300. Information contained on our
Web site is not a part of this prospectus.

  Unless otherwise indicated, all information in this prospectus:

    .  assumes no exercise of the underwriters' option to purchase an
       additional         shares of common stock;

    .  gives effect to the conversion of all of our outstanding shares of
       series A, B, C and E preferred stock into shares of common stock
       upon the closing of this offering;

    .  gives effect to our reincorporation from California to Delaware, to
       become effective prior to the completion of this offering;

    .  assumes the effectiveness of our amended and restated certificate of
       incorporation in the State of Delaware upon the completion of this
       offering; and

    .  assumes the termination of the waiting period under the Hart-Scott-
       Rodino Act in connection with the sale of securities to American
       Express Travel Related Services Company, Inc. and Covia LLC, a
       subsidiary of United Air Lines.
Page
Prospectus Summary.......................................................   1

Risk Factors.............................................................   6

Use of Proceeds..........................................................  24

Dividend Policy..........................................................  24

Capitalization...........................................................  25

Dilution.................................................................  26

Selected Financial Data..................................................  27

Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  28

Business.................................................................  40
Page
Management.................................................................  51

Certain Transactions.......................................................  63

Principal Stockholders.....................................................  67

Description of Capital Stock...............................................  69

Shares Eligible for Future Sale............................................  76

Underwriting...............................................................  78

Legal Matters..............................................................  81

Experts....................................................................  81

Additional Information.....................................................  81

Index to Financial Statements.............................................. F-1
i
PROSPECTUS SUMMARY

  You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering and our financial statements and the related notes appearing elsewhere
in this prospectus.

                                  GetThere.com

Our Business

  GetThere.com is a leading provider of Internet-based travel procurement and
supply solutions primarily for businesses and travel suppliers. Our Internet-
based solutions are designed to reduce current inefficiencies in the travel
procurement and supply process by decreasing the role of intermediaries, such
as travel agents, by providing customers with valuable travel information and
by streamlining the internal procurement and supply processes of our customers.
We derive our revenues primarily by processing travel-related transactions such
as booking and ticketing reservations. Our solutions include ITN Global Manager
for businesses, ITN FlightRez for travel suppliers, and our solution for
Internet-based content and electronic commerce providers and travel agencies,
which we refer to as ePartners. Our customers include businesses with
significant travel expenditures such as Chevron, Credit Suisse First Boston,
Nike, PeopleSoft and Texas Instruments, travel suppliers such as United Air
Lines, Lauda Airlines and National Airlines, and ePartners such as Cendant, CNN
Interactive, TRIP.com and TRAVEL.com. We have recently entered into commercial
relationships with American Express Travel Related Services and Northwest
Airlines. In addition, we have recently entered into non-binding letters of
intent with America West Airlines and Air Canada to implement our solutions on
their Web sites. See "--Recent Developments."

  ITN Global Manager is an Internet-based travel reservation and booking
solution designed to enable our business customers to:

    Reduce costs: ITN Global Manager is designed to enable businesses to
  reduce travel-related costs by decreasing the role of intermediaries and by
  providing the information needed to enforce the use of preferred travel
  suppliers, to negotiate better rates with travel suppliers and to monitor
  travel-related purchases.

    Increase productivity: ITN Global Manager is designed to enable
  businesses to increase productivity by streamlining their internal travel
  procurement processes and by reducing the number of individuals involved.

    Provide real-time data analysis and reporting: ITN Global Manager is
  designed to enable businesses to collect, analyze and report their current
  and historical travel data for planning and strategic purposes.

  ITN FlightRez is an Internet-based travel reservation and booking solution
designed to enable our travel supplier customers to:

    Increase revenue opportunities:  ITN FlightRez is designed to enable
  travel suppliers to increase revenue opportunities by enabling them to sell
  directly to travelers over the Internet, by providing the information
  necessary to develop personalized direct marketing capabilities and by
  enhancing their ability to sell unused capacity.

    Reduce sales and distribution costs: ITN FlightRez is designed to enable
  travel suppliers to reduce sales and distribution costs by allowing travel
  suppliers to sell directly to travelers over the Internet, to further
  automate reservation processes and to use the Internet to distribute
  travel-related information.

    Enhance customer service and increase customer loyalty: ITN FlightRez is
  designed to enable travel suppliers to enhance customer service and
  increase customer loyalty by providing travelers with the ability to redeem
  award travel online and to easily access travel-related information.

                                       1
In addition, our solution for ePartners is designed to enable Internet-based
content and electronic commerce providers and travel agencies to quickly and
easily offer travel-related goods and services online.

Our Market Opportunity

  In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
businesses in 1998 completed 154 million air travel transactions and U.S.
business expenditures for airline tickets, car rentals and lodging exceeded
$122 billion. Forrester Research estimates that online expenditures for
business travel will grow from $5 billion in 1999 to $38 billion in 2003.

  The current market for the procurement and supply of travel-related goods and
services is characterized by numerous inefficiencies that contribute to higher
costs. These inefficiencies are largely the result of the involvement of
multiple intermediaries and limited access by businesses and travel suppliers
to valuable travel-related information. These inefficiencies make it more
difficult for businesses to negotiate favorable contracts with travel
suppliers, monitor employee compliance with corporate travel policies and
direct purchases to preferred travel suppliers. These inefficiencies also limit
the ability of travel suppliers to establish personalized relationships with
customers, minimize excess capacity and maximize the effectiveness of affinity
programs, such as frequent flier programs. In addition, the labor intensive
nature of the travel procurement and supply processes decreases productivity
and contributes to higher costs.

  We believe that there is a significant market opportunity for a comprehensive
Internet-based travel solution that addresses the current inefficiencies
related to the procurement and supply of travel-related goods and services.

Our Strategy

  Our objective is to be the leading provider of Internet-based procurement and
supply solutions for travel and other indirect goods and services. Key elements
of our strategy are to:

    Expand our customer base: We intend to increase our penetration of
  businesses with significant travel expenditures, travel suppliers and
  ePartners by enhancing our sales and marketing capabilities, enhancing the
  functionality of our solutions and leveraging our relationships within the
  travel industry.

    Increase adoption rates of our solutions by our business customers: We
  intend to increase adoption rates of our ITN Global Manager solution by
  assisting our business customers in developing internal programs that
  encourage the use of our solution and by enhancing the content and
  information available through our solution.

    Aggressively pursue other travel markets: We plan to address the
  substantial opportunities presented by small-to-medium sized businesses and
  international markets by continuing to build our sales and marketing
  capabilities and by pursuing strategic partnerships, such as our recent
  strategic relationship with American Express.

    Extend our technology leadership: We intend to continue to develop new
  features and functionality for our solutions to maintain and extend our
  position as a technology leader.

    Leverage technology and relationships into markets for other indirect
  goods and services: We believe that our technology can be extended to
  address markets for other indirect goods and services and that we can
  leverage our customer relationships to gain entry into these markets.

                                       2
Recent Developments

  On September 14, 1999, we entered into an agreement with American Express
Travel Related Services Company, Inc. under which American Express has agreed
to promote and sell customized, co-branded versions of our Internet-based
travel procurement solutions to its customers and potential customers. American
Express will promote and market these solutions to large, middle market and
small businesses. In addition, commencing January 27, 2000, American Express
will exclusively use our solutions for the procurement and supply of travel on
its consumer Web sites, such as www.americanexpress.com. We have also agreed to
transfer the rights to the domain names www.itn.net and www.itn.com to American
Express. See "Business--Relationship with American Express."

  On August 27, 1999, we entered into an agreement with Northwest Airlines to
develop a Web site through which Northwest Airlines intends to offer low fare
tickets. In addition, we issued a warrant to Northwest Airlines that becomes
exercisable if and when we enter into a definitive travel supplier agreement
for Northwest Airlines' primary Web site, www.nwa.com, and this Web site adopts
our solution. See "Description of Capital Stock--Warrants."

  On August 27, 1999, we entered into a non-binding letter of intent with
America West Airlines to implement our solution on America West Airlines' Web
site, www.americawest.com.

  On September 14, 1999, we entered into a non-binding letter of intent with
Air Canada to implement our solution on Air Canada's Web site,
www.aircanada.ca.

  In August and September 1999, we agreed to sell:

  . an aggregate of 1,875,423 shares of series C preferred stock to American
    Express, America West Airlines and Air Canada;

  . an aggregate of 5,041,077 shares of series E preferred stock to American
    Express, United Air Lines, through its wholly owned subsidiary Covia LLC,
    America West Airlines, Air Canada, MeriTech Capital and ITN Joint
    Venture;

  . a warrant to purchase up to 375,000 shares of common stock to American
    Express;

  . warrants to purchase up to an aggregate of 2,786,821 shares of series C
    preferred stock to United Air Lines and Northwest Airlines; and

  . warrants to purchase up to an aggregate of 2,160,046 shares of series E
    preferred stock to American Express, America West Airlines and Air
    Canada.

  The sale of securities to American Express and United Air Lines is subject to
the filing and termination of the waiting period under the Hart-Scott-Rodino
Act.

  For a description of these transactions, see "Business--Customers,"
"Business--Relationship with American Express," "Certain Transactions" and Note
11 of Notes to Financial Statements.

                                       3
The Offering
Common stock offered by GetThere.com.......           shares
 Common stock to be outstanding after the
  offering..................................           shares
 Use of proceeds............................ Working capital, purchase of
                                             property and equipment and other
                                             general corporate purposes. See
                                             "Use of Proceeds."
 Proposed Nasdaq National Market symbol..... GTHR
The number of shares to be outstanding after this offering is based on:

    . 7,663,730 shares of our common stock outstanding as of July 31, 1999;

    . 11,731,314 shares of our common stock issuable upon conversion of our
      series A, B and C preferred stock outstanding as of July 31, 1999;

    . 6,916,500 shares of our common stock issuable upon conversion of our
      series C and E preferred stock issued after July 31, 1999;

    . one share of our series D3 preferred stock;

    . conversion of a promissory note of $1.65 million plus accrued interest
      into 133,100 shares of our series E preferred stock; and

    . 407,852 shares of our common stock issuable upon the exercise of
      outstanding warrants which would otherwise terminate upon the
      completion of this offering.

  The number of shares outstanding after this offering excludes:

    . 12,491,190 shares of our common stock reserved for issuance under our
      1996 stock plan, of which 3,781,810 shares are subject to options
      outstanding as of July 31, 1999, with a weighted average exercise
      price of $1.33 per share;

    . 872,325 shares of our common stock subject to options granted after
      July 31, 1999, with a weighted average exercise price of $7.00 per
      share;

    . 7,704,503 shares of our common stock issuable upon exercise of
      outstanding warrants, with a weighted average exercise price of $10.62
      per share;

    . one share each of our authorized series D1 and D2 preferred stock;

    . 5,000,000 shares of our common stock reserved for issuance under our
      1999 stock incentive plan;

    . 2,500,000 shares of our common stock reserved for issuance under our
      1999 employee stock purchase plan; and

    . 750,000 shares of our common stock available for issuance under our
      1999 directors' stock option plan, of which options to purchase an
      aggregate of 250,000 shares of our common stock will be issued upon
      the effectiveness of this offering.

  See "Capitalization," "Management--Employee Benefit Plans" and Notes 6, 7, 8
and 11 of Notes to Financial Statements.

                                       4
Summary Financial Information

  The following table summarizes the statement of operations and balance sheet
data for our business. For a more detailed explanation of this financial data,
see "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our financial statements
located elsewhere in this prospectus. The pro forma data reflects the following
assumptions:

  . receipt of approximately $72.6 million in proceeds from the issuance of
    our series C and series E preferred stock in August and September 1999;

  . conversion of all shares of series A, B, C and E preferred stock into
    18,647,814 shares of our common stock upon the completion of this
    offering;

  . issuance of one share of our series D3 preferred stock;

  . conversion of a promissory note of $1.65 million plus accrued interest
    into 133,100 shares of series E preferred stock; and

  . issuance of 407,852 shares of our common stock upon the exercise of
    outstanding warrants which would otherwise terminate upon the completion
    of this offering.

  In addition, the pro forma as adjusted balance sheet data assumes the sale of
          shares of our common stock in this offering at an assumed initial
public offering price of $       per share, after deducting estimated
underwriting discounts, commissions and offering expenses, and the application
of the resulting net proceeds.
Fiscal Year Ended        Six Months Ended
                                       January 31,               July 31,
                                 --------------------------  -----------------
                                  1997     1998      1999     1998      1999
                                                               (unaudited)
                                   (In thousands, except per share data)
Statement of Operations Data:
Total revenues.................. $   582  $ 3,001  $  6,447  $ 2,709  $  5,598
Gross profit....................     448    1,321     2,155    1,086     1,625
Loss from operations............  (3,470)  (6,328)  (15,822)  (6,410)  (20,195)
Net loss........................ $(3,427) $(6,358) $(15,636) $(6,479) $(20,329)
Net loss per share:
  Basic and diluted............. $ (1.21) $ (1.81) $  (3.97) $ (1.70) $  (5.00)
  Weighted average shares.......   2,827    3,537     3,957    3,823     4,071
Pro forma net loss per share:
  Basic and diluted.............                   $  (1.05)          $  (1.25)
  Weighted average shares.......                     14,917             16,199
As of July 31, 1999
                                                     --------------------------
                                                                         Pro
                                                                 Pro   Forma As
                                                      Actual    Forma  Adjusted
                                                     (In thousands, unaudited)
Balance Sheet Data:
Cash, cash equivalents and short-term investments..  $  6,541  $80,022   $
Working capital (deficit)..........................    (2,203)  71,278
Total assets.......................................    18,939   92,420
Long-term obligations, net of current portion......     7,014    5,364
Redeemable convertible preferred stock and
 warrants..........................................    36,094      --
Total stockholders' equity (deficit)...............   (34,369)  76,856
5
RISK FACTORS

  You should carefully consider the risks and uncertainties described below
before buying shares in this offering. These risks and uncertainties are not
the only ones facing our company. Additional risks and uncertainties that we
are unaware of or currently deem immaterial may also become important factors
that may harm our business.

                         Risks Related to Our Business

It is difficult to evaluate our business because we have a limited operating
history.

  We were incorporated on August 7, 1995 and have a limited operating history.
As a result, it is difficult to accurately forecast our revenues, and we have
limited meaningful historical financial data on which to plan operating
expenses. In addition, the revenues and income potential of our business and
market are unproven. You should also consider the risks and difficulties
frequently encountered by early-stage companies in new and rapidly evolving
markets. Some of these risks and uncertainties relate to our ability to:

  . effectively integrate our new management team and attract and retain
    other qualified personnel;

  . effectively manage our growth;

  . respond to actions taken by our competitors; and

  . integrate businesses, technologies and services that we may acquire.

  We cannot assure you that we will successfully address these risks and
uncertainties. Our failure to do so could significantly harm our business and
operating results.

Our business model is evolving, and we only recently began focusing on
providing Internet-based travel procurement and supply solutions for businesses
and travel suppliers.

  Prior to 1996, our business was focused on providing travel-related services
to consumers from our www.itn.net Web site and other consumer-related Web
sites. In 1996, we began focusing on our solutions for businesses and travel
suppliers. We introduced ITN Global Manager for businesses in 1996 and ITN
FlightRez for travel suppliers in 1997. Although we expect to derive most of
our future revenues from the use of our solutions by businesses and travel
suppliers, our business model, including fee and cost structure, is in the
early stages of development and may change. In addition, we cannot assure you
that changing our focus from the consumer business to providing Internet-based
travel procurement and supply solutions for businesses and travel suppliers
will have a positive effect on, or will not harm, our business or operating
results. In order for our new business model to become commercially successful,
we must:

  . grow our base of both business and travel supplier customers;

  . increase adoption rates by our existing business customers;

  . successfully implement sales and marketing initiatives;

  . provide timely and effective customer service and technical support; and

  . anticipate and adapt to the evolving online travel services market.

  As part of our evolving business model, we recently entered into an agreement
with American Express under which American Express has agreed to promote and
sell customized, co-branded versions of our Internet-based travel procurement
solutions to its customers and potential customers. This relationship is likely
to evolve over time and require the use of a significant amount of our
resources, including our management and technical personnel. We cannot assure
you we will realize any benefit from our recent agreement with American Express
or that our ongoing relationship with American Express will be successful. See
"Business--Relationship with American Express."

                                       6
We have not achieved profitability and expect to continue to incur net losses
for the foreseeable future.

  Since our inception, we have never been profitable and we have incurred
significant net losses and negative cash flow. We expect net losses and
negative cash flow to continue for the foreseeable future, and we may never be
profitable. We incurred net losses of $20.3 million for the six months ended
July 31, 1999, $15.6 million for our fiscal year ended January 31, 1999 and
$6.4 million for our fiscal year ended January 31, 1998. As of July 31, 1999,
we had an accumulated deficit of $45.9 million. We anticipate that our losses
will increase significantly from current levels as we continue to increase our
operating expenses in each of our operating expense categories. In addition, we
expect the rate at which these losses will be incurred will increase
significantly from current levels, particularly in the quarter ending October
31, 1999. We expect these additional costs and expenses to be related to:

  . transitioning the use of our www.itn.net Web site to American Express;

  . developing and implementing the American Express travel procurement
    solutions for businesses;

  . entering into and implementing travel supplier relationships with
    Northwest Airlines, America West Airlines and Air Canada;

  . establishing and integrating our recently acquired call center in Fort
    Lauderdale, Florida;

  . enhancing our Internet-based travel procurement and supply solutions;

  . continuing to develop our solutions, computer network and the systems
    that we use to process travel-related transactions;

  . recruiting and training additional personnel, particularly customer
    service, technical support and engineering personnel;

  . moving our headquarters to Menlo Park, California;

  . establishing an engineering development center in Dallas, Texas;

  . developing the GetThere.com brand, as well as other marketing and
    promotional activities; and

  . developing relationships with strategic business partners.

  Our ability to become profitable depends on our ability to generate and
sustain substantially higher revenues while maintaining reasonable expense
levels. Even if we increase revenues we may experience price competition or
increased expenses which would lower our gross margins and profitability.
Furthermore, if we ever do achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future. See
"Selected Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Our quarterly operating results may fluctuate in future periods and we may fail
to meet expectations.

  General. We believe that quarter-to-quarter comparisons of our revenues and
operating results are not necessarily meaningful, and that such comparisons may
not be accurate indicators of future performance. The operating results of
companies in the travel and electronic commerce industries have in the past
experienced significant quarter-to-quarter fluctuations. We expect our revenues
and operating results to vary significantly from quarter to quarter due to a
number of factors, including:

  . varying adoption rates of our solutions;

  . the timing and expense of expanding our operations;

  . our ability to attract new customers, retain existing customers and
    satisfy customer demand;

  . the mix of transaction revenues and professional service revenues;

                                       7
. the mix of transaction revenues from businesses, travel suppliers and
    ePartners;

  . our ability to achieve market acceptance of new solutions and upgrades;

  . product introductions by us and by our competitors;

  . our ability to attract, integrate and retain key personnel;

  . changes in the rate of Internet usage and electronic commerce;

  . changes in our pricing policies or the pricing policies of our
    competitors;

  . changes in inventory availability from suppliers or commission rates paid
    by travel suppliers;

  . our ability to upgrade and develop our systems and infrastructure without
    disrupting our operations;

  . technical difficulties with our systems or system down time;

  . difficulties accessing computer reservation systems or travel suppliers'
    systems;

  . costs related to the acquisition of businesses or technologies; and

  . unforeseen events affecting the travel or electronic commerce industries.

  We currently expect that a majority of our revenues for the foreseeable
future will come from fees paid to us by our customers who have implemented our
ITN Global Manager, ITN FlightRez and ePartner solutions and from commissions
earned from travel suppliers. The volume and timing of these fees and
commissions are difficult to predict because the market for our solutions is in
its infancy. As with other companies in our industry, our operating expenses,
which include sales and marketing, research and development and general and
administrative expenses, are based on our expectations of future revenues and
are relatively fixed in the short term. As a result, a delay in generating or
recognizing revenue for any reason could cause significant variations in our
operating results from quarter to quarter and could result in greater than
expected operating losses. Consequently, in future quarters our operating
results may fall below the expectations of public market analysts and investors
and, as a result, the price of our common stock may fall.

  As a result of the acquisition of a call center in Fort Lauderdale, Florida
in July 1999 and the start-up costs associated with integrating the call
center, we expect our gross margins to decrease in the quarter ending October
31, 1999. We will incur significant costs related to the move of our corporate
headquarters from Palo Alto, California to Menlo Park, California, which we
expect to accomplish in the fall of 1999. As a result of these events, we
expect our net losses to be significantly higher for the quarter ending
October 31, 1999.

  Seasonality. We have experienced and expect to continue to experience
seasonality in our business, reflecting seasonal fluctuations in the travel
industry, Internet usage and advertising expenditures. Business travel bookings
typically decline during the fourth quarter of each calendar year due to
decreased business travel during the holiday season. Consumer travel bookings
typically increase during the second quarter of each calendar year in
anticipation of summer travel. Internet usage and the rate of such usage
typically decline during the summer. In addition, advertising sales in
traditional media, such as broadcast and cable television, generally decline in
the first and third quarters of each year. Depending on the extent to which the
Internet is 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 usage and advertising
expenditures will cause quarterly fluctuations in our operating results and
could significantly harm our business and operating results.

Our results of operations will be harmed by the amortization of stock-based
compensation and charges associated with other securities issuances.

  We expect to incur a significant amount of amortization in future periods,
which will negatively effect our operating results. We expect to amortize
approximately $6.5 million of stock-based compensation for the quarter ending
October 31, 1999 and may incur additional amortizable charges in the future in
connection with grants of stock-based compensation at below market value. In
addition, in August and September 1999, we sold an aggregate of 1,875,423
shares of series C preferred stock at a purchase price of $5.125 per share. We

                                       8
expect to record a charge in an amount equal to the difference between the fair
value of the series C preferred stock at the time the redemption features of
the series C preferred stock terminate and the amount paid for the stock. In
August and September 1999, we issued a warrant to purchase an aggregate of
375,000 shares of common stock, a warrant to purchase an aggregate of 1,136,821
shares of series C preferred stock and warrants to purchase an aggregate of
2,160,046 shares of series E preferred stock. There may be significant charges
associated with these issuances.

  In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C preferred stock to Northwest Airlines at an exercise
price of $5.125 per share. The exercise of this warrant is subject to the
satisfaction of certain specified conditions prior to August 27, 2001. We will
record an expense for the Northwest Airlines warrant to the extent the exercise
price is lower than the market value of our common stock if and when the
specified conditions are achieved. We cannot currently quantify the amount of
this expense, however it may be significant and could be recorded in any
quarter through October 31, 2001. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Our long and variable sales cycle depends upon factors outside our control and
could cause us to expend significant time and resources prior to earning
associated revenues.

  The typical sales cycle of our solutions is long and unpredictable, requires
pre-purchase evaluation by a significant number of employees in our customers'
organizations and involves a significant investment decision by our customers.
Our sales cycle is affected by the business conditions and budgetary cycles of
each prospective customer. Many of our potential customers are large
enterprises that generally take longer to make significant purchases. Moreover,
a purchase decision by a potential customer typically requires the approval of
several senior decision makers. Our sales cycle for our larger business
customers and travel suppliers is generally between six and nine months,
although it has on occasion lasted significantly longer. These lengthy sales
cycles will have a negative impact on the timing of our revenues, especially
our realization of transaction revenues, and may cause our revenues and
operating results to vary significantly from period to period.

  Many of our customers test the technical fit of our solutions prior to
entering into a full services contract with us by undertaking a pilot program.
Some of our pilot programs have taken over a year to complete and require us to
commit significant resources with no certainty that a sale will result. See
"Business--Sales and Marketing."

  We recently entered into non-binding letters of intent with America West
Airlines and Air Canada to adopt our solutions. Although we have entered into
an agreement with Northwest Airlines to develop a Web site through which
Northwest Airlines intends to offer low fare tickets, we have not yet reached a
definitive agreement regarding providing our solutions for Northwest Airlines'
primary Web site, www.nwa.com. We cannot assure you that Northwest Airlines'
www.nwa.com Web site, or that America West Airlines or Air Canada will adopt
our solutions.

Because implementation of our travel procurement and supply solutions is time
consuming, there may be significant delays between the sale and deployment of
our solutions.

  The implementation and deployment of our solutions require a significant
commitment of resources by us and by our customers. Prior to full
implementation, most of our customers undertake a lengthy process to integrate
our solutions into their systems. The timing of deployment depends upon the:

  . complexity of our customers' current systems and intended application and
    the required implementation and customization efforts;

  . technical and engineering capabilities of our customers;

  . resources that our customers are willing to dedicate to implement travel
    procurement or supply solutions;

  . budgetary constraints of our customers;

                                       9
. availability of our development, training and support organizations to
    provide technical support to our customers; and

  . decision by some customers to implement a pilot program prior to full
    deployment of our solutions.

  Because of the number of factors influencing the integration and deployment
processes, we expect that the period between selling our solutions and the time
our customers deploy applications based on our solutions will vary widely. We
have experienced and expect to continue to experience delays in the deployment
of our solutions. Any delays in the deployment of our solutions may have a
negative impact on our recognition of revenues, especially our recognition of
transaction revenues, and could significantly harm our business and operating
results.

The market for Internet-based travel procurement and supply solutions is highly
competitive and we may not be able to compete effectively.

  The market for Internet-based travel procurement and supply solutions is new,
highly competitive and rapidly evolving, and we expect competition to intensify
in the future. Increased competition is likely to result in price reductions,
reduced gross profits and loss of market share, any of which could harm our
revenues and operating results. We currently, or potentially may, compete with
a variety of companies. Our primary competition currently comes from or is
anticipated to come from companies in the following categories:

  . providers of online travel products and services to businesses, such as
    Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
    AXI and Microsoft;

  . other online providers of indirect goods and services such as Ariba, Inc.
    and Commerce One, Inc.; and

  . traditional travel service providers, including travel agencies.

  In addition, we compete with consumer Web sites, such as Microsoft's Expedia,
Sabre's Travelocity and Preview Travel.

  Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do. In addition, many of these companies have more technical, marketing
and sales personnel and more established customer support and professional
services organizations than we do. They may also enter into strategic or
commercial relationships with larger, more established and well-financed
companies.

  Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition. Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings. It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our solutions to become obsolete.
Our failure to compete effectively would harm our business and operating
results. See "Business--Competition."

We rely on United Air Lines for a significant portion of our transaction
revenues, and the termination of this relationship would adversely affect our
business.

  United Air Lines, one of our principal stockholders, has been our primary
travel supplier customer since November 1997. In fiscal 1999 and for the six
months ended July 31, 1999, we derived $1.6 million and $1.9 million directly
and zero and $319,000 indirectly from United Air Lines, accounting for an
aggregate of 24.8% and 39.5% of our total revenues. During these periods,
United Air Lines has also accounted for substantially all of our revenues from
our travel supplier customers. We expect that in the near term the percentage
of our revenues derived from United Air Lines will increase. Our services
agreement with United Air Lines can be terminated by us or United Air Lines for
any reason by providing the other party with notice 180 days prior to
termination. In addition, as our primary customer, we dedicate a significant
amount of our

                                       10
resources to United Air Lines. Any disruption of our relationship with United
Air Lines could leave us with excess overhead, as well as with a loss of
significant revenue, either of which would significantly harm our business and
operating results as well as our reputation for providing solutions to travel
suppliers. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Certain Transactions."

We need to significantly increase the adoption rate of our solutions and we
depend on our customers to drive adoption rates.

  We have experienced low adoption rates by employees of our business customers
and patrons of our travel supplier and ePartner customers. Although we assist
our customers in developing programs to increase adoption rates, the adoption
of our solutions is largely outside of our control and primarily dependent on
our customers' efforts and ability to promote the use of our solutions. If
adoption rates do not improve significantly, we may not be able to achieve or
sustain growth in our business. Furthermore, any failure to improve adoption
rates would limit our ability to increase revenues from customers, which would
significantly harm our business and operating results.

We have limited experience with widespread deployment of our travel procurement
and supply solutions.

  Only a limited number of our customers have deployed ITN Global Manager and
ITN FlightRez solutions on a large scale. Our primary source of revenue is
expected to come from transaction fees derived from the use of ITN Global
Manager and ITN FlightRez; therefore, our ability to support large numbers of
transactions is critical to our success. Our ability to provide effective and
timely support for our solutions depends on our ability to:

  . attract, train, integrate and retain sufficient engineering personnel;

  . establish effective customer support and technical organizations;

  . enhance our systems and technology to add functionality and scalability;

  . provide sufficient training to our customers, including training on
    systems usage and Web site configuration;

  . test and document the performance of our systems;

  . provide adequate data storage; and

  . efficiently integrate our technology with the systems of our customers.

  If we cannot support large-scale deployments, our business and operating
results will be significantly harmed.

  In addition, our customers require our ITN Global Manager and ITN FlightRez
solutions to be highly scalable. We must be able to rapidly accommodate a large
increase in the number of users. If we are unable to achieve this level of
scalability in a timely manner, our business and operating results could be
significantly harmed.

We have experienced significant growth in our business in recent periods, and
failure to manage our growth could strain our management and other resources.

  Our ability to successfully offer our solutions and implement our business
plan in a rapidly evolving market requires an effective planning and management
process. We recently entered into agreements with American Express and
Northwest Airlines. We also recently entered into a nonbinding letters of
intent with America West Airlines and Air Canada. In addition, we are seeking
to extend our relationship with Northwest Airlines by implementing our
solutions for Northwest Airlines' primary Web site www.nwa.com, and to enter
into relationships with other possible airline customers. We may fail to
develop any of these relationships, which could significantly harm our business
and operating results. In addition, we

                                       11
are establishing, hiring personnel for and integrating the operations of our
recently acquired call center in Fort Lauderdale, Florida, moving our
headquarters from Palo Alto, California to Menlo Park, California and planning
to establish an engineering development facility in Dallas, Texas. These
efforts will be expensive and will put a significant strain on our management
and other resources. We continue to increase the scope of our operations and
have grown our headcount substantially. At January 31, 1998, we had a total of
74 employees, and at July 31, 1999, we had a total of 231 employees. We expect
to hire a significant number of new employees in the near future. This growth
has placed, and our anticipated future operations will continue to place, a
significant strain on our management systems and resources and on our internal
training capabilities. If we fail to effectively manage our growth, our
business and operating results will be significantly harmed.

  To manage future growth effectively, we must maintain and enhance our
financial and accounting systems and controls, manage expanded operations and
attract, train, integrate and retain key employees, including those in our
engineering, operations, sales and marketing and support organizations. We
currently have a relatively small professional services and customer support
organization. We will need to increase our customer service and support staff
to serve new customers and the expanding needs of our existing customers.
However, hiring qualified professional services and customer support personnel,
as well as sales, marketing, administrative and research and development
personnel, is very competitive in our industry, particularly in the San
Francisco Bay Area, where we are headquartered, due to the high demand for
people with the necessary technical skills and understanding of the Internet.
We expect to face greater difficulty attracting these personnel with equity
incentives as a public company than we did as a privately held company. We may
not be able to attract, integrate, assimilate or retain highly qualified
personnel in the future. Our business will not continue to grow and could be
significantly harmed if we are unable to attract qualified personnel.

Our operating results are substantially dependent on the success of our ITN
Global Manager and ITN FlightRez solutions, and a reduction in sales or our
inability to significantly increase sales of these solutions would
significantly harm our business.

  We expect to derive a substantial portion of our revenues from our ITN Global
Manager and ITN FlightRez solutions. In the six months ended July 31, 1999 and
in the fiscal year ended January 31, 1999, these solutions collectively
accounted for 54.8% and 45.7% of our total revenues, and we expect this
dependence to remain the same or increase in the future. We need to
significantly increase sales of our solutions. Our solutions may not
successfully compete with those of our competitors, and we may not be able to
enhance our solutions or develop new solutions to meet customer needs. In
addition, we have in the past offered equity rights to potential customers in
connection with the sale of our solutions. In the future, we expect to decrease
offering equity rights to these potential customers which may make sales of our
solutions more difficult. Furthermore, businesses and travel suppliers may
choose to develop their own Internet-based travel services. If we are unable to
generate revenues from either ITN Global Manager or ITN FlightRez, our business
and operating results would be significantly harmed.

We need to sufficiently address complaints regarding our traveler support.

  Our financial success depends to a large extent on our ability to respond
quickly and effectively to travelers' inquiries regarding specific travel
transactions and the use of our solutions. However, travelers and customers
seeking telephone customer support from us have experienced delays before being
connected to our traveler support staff. In addition, our traveler support
staff has not always been able to answer travelers' questions. This problem has
become more pronounced due to the increasing complexity of travel services
provided, such as the integration of affinity programs. As a result, we have
received an increased number of complaints regarding our traveler support. Our
ability to provide an acceptable level of traveler support and therefore
maintain our customer relationships largely depends upon our ability to
successfully attract, integrate, train and retain additional traveler support
personnel. Although we have purchased an additional call center in Fort
Lauderdale, Florida in order to handle a higher volume of calls, this call
center may not be fully operational until the end of 1999. The operations of
this call center may not be integrated into our business in a

                                       12
timely or effective manner. Our two call centers may not sufficiently handle
future growth. Furthermore, unless our traveler support staff is adequately
trained to effectively respond to travelers' questions, travelers may continue
to experience frustration with our traveler support, which could lead to a loss
of business. Any failure to improve the support we provide to travelers could
significantly harm our business and operating results.

We rely on suppliers of travel services and products.

  We are dependent on airlines, hotels, car rental companies and other
providers of travel services in order to offer our business customers access to
travel products and services. None of these suppliers are obligated to sell
their products or services through us. Some travel service providers may decide
not to sell their services online or through our solutions. Some travel service
providers have initiated direct online distribution channels and, in some
cases, have offered reduced rates directly to major business customers. If
these travel suppliers restrict our access to their products and services or
otherwise make our solutions unnecessary or less attractive to travelers, we
would experience significant harm to our business and operating results.

  Revenues derived from our ePartners are dependent on the commissions
customarily paid by travel suppliers for purchases made through our travel
procurement solutions. These travel suppliers are not obligated to pay any
specified commissions or to pay commissions at all. As a result, travel
suppliers may reduce current commission rates or eliminate such commissions
entirely, which could significantly harm our business and operating results.

Our travel procurement solutions depend on our ability to access computer
reservation systems.

  Our travel procurement solutions are limited to those travel suppliers whose
services and products are available through the computer reservation systems we
access. We cannot assure you that travel suppliers will continue to sell
services or products through the computer reservation systems to which we have
access. In addition, we may not be able to extend our existing relationships to
a wider array of travel services or maintain or establish new relationships
with computer reservation systems. Our failure to do so would significantly
harm our business and operating results.

  We currently transact a significant amount of our business through the
Galileo International computer reservation system. If our agreement to use the
Galileo International system were terminated we would be unable to process
travel transactions for a significant number of our customers, particularly
users of our consumer Web site and our ePartners. In addition, we currently do
not have a direct connection with the Sabre computer reservation system.
Companies seeking to use our solutions through the Sabre computer reservation
system need to provide their own connection to Sabre. As a result, companies
using Sabre may find our solutions less attractive.

A decline in the travel industry will significantly harm our business.

  Our business and future growth are dependent on the travel industry. We
currently derive substantially all of our revenues from our Internet-based
travel procurement and supply solutions. The travel industry is sensitive to
changes in economic conditions and tends to decline during general economic
downturns and recessions. The travel industry is also highly susceptible to
events beyond our control, such as fuel price escalation, travel related
accidents, extreme weather conditions, labor disputes, terrorist activities,
the outbreak or threat of military hostilities and other adverse occurrences.
Any decline in the travel industry would significantly harm our business and
operating results.

Our strategy to provide solutions for the Internet-based procurement and supply
of indirect goods and services is unproven and may fail.

  One of our strategies is to apply our existing expertise in the travel market
to provide solutions for the Internet-based procurement and supply of other
indirect goods and services. The pursuit of this strategy may cause us to
expend significant time and resources on the development of new solutions and
services. However,

                                       13
we cannot assure you that this strategy will be successful. If we are
unsuccessful, we may not be able to recoup the costs and expenses associated
with developing and implementing this strategy. In addition, the time and
attention of our management will have been diverted. Consequently, our business
and operating results may be significantly harmed.

  In addition, the markets for Internet-based procurement and supply of
indirect goods and services are extremely competitive. Several companies have
been competing in the Internet-based procurement and supply of indirect goods
and services markets for the past several years and consequently have a larger
customer base than we do. We may not be successful in selling our solutions to
their existing customers or competing for future customers. We expect that
competition in these markets will intensify as current competitors expand their
product offerings and new competitors enter these markets. Because there are
relatively low barriers to entry in the electronic commerce market, competition
from other established and emerging companies may develop in the future. When
and if we enter markets for the Internet-based procurement and supply of
indirect goods and services other than travel, we cannot assure you that we
will be able to compete successfully.

Our strategy to expand internationally may not succeed and makes us much more
susceptible to risks from international operations.

  Although we currently derive substantially all of our revenues from sales in
the U.S., we intend to increase our international sales capabilities and
operational presence. However, we may not successfully increase our
international sales capabilities and operations. Our international business
activities are subject to a variety of risks, including:

  . reduced intellectual property protection in some countries;

  . compliance with a wide variety of complex foreign laws and treaties;

  . difficulty in integrating international operations with existing
    operations;

  . difficulty in staffing and managing international operations;

  . currency fluctuations;

  . licenses, tariffs and other trade barriers;

  . longer sales and payment cycles;

  . greater difficulties in collecting accounts receivable;

  . political and economic instability;

  . variations in seasonality in travel markets;

  . potentially adverse tax consequences; and

  . unexpected changes in local laws and regulations.

  The expansion of our international sales capability and operations will
require significant capital and other resources and may divert the attention of
our management. To date, we have not adopted a hedging program to protect us
from risks associated with currency fluctuations. To the extent that we are
unable to successfully expand internationally or manage the expansion of our
business into international markets, our business and operating results could
be harmed.

Our executive officers and certain key personnel are critical to our business,
and many of these officers and key personnel have only recently joined us and
may not remain with us in the future.

  The loss of one or more of our executive officers or other key personnel
could significantly harm our business and operating results. Our future success
depends on the continued services and performance of our

                                       14
senior management and other key personnel, particularly Gadi Maier, our
president and chief executive officer, and Ken Pelowski, our chief operating
officer and chief financial officer. Almost all of our senior management joined
us recently, including Mr. Maier, who joined us in December 1998, and Mr.
Pelowski, who joined us in April 1999. In addition, between December 1998 and
May 1999, we hired our vice presidents of engineering, human resources,
marketing, sales and services. Because our management team has only worked
together for a short period of time, we do not know if our managers will
effectively integrate into our operations or work well together. Any of our
officers or key personnel can quit at any time, and we cannot prevent them from
joining our competitors or otherwise competing with us. We do not have "key
person" life insurance policies covering any of our employees. If we are unable
to retain or integrate any key personnel, or if any key personnel join a
competitor or otherwise compete with us, our business and operating results
could be significantly harmed. See "Management."

We rely on third parties to host and maintain our systems.

  We rely on third parties, particularly Exodus Communications, to host and
maintain our systems. If these third parties fail to adequately host or
maintain our systems or are no longer able or willing to provide us with these
services, we will be required to develop these services internally or to seek
other third parties to provide these services. We cannot assure you that we
will be able to develop these services in a timely or cost-effective manner, or
at all. We also cannot be sure that other third parties will be willing or able
to provide us with these services, or that these services will be provided to
us on a timely or effective basis or on terms acceptable to us. If we are
unable to develop these services or find other third parties to provide them,
our business and operating results could be significantly harmed.

We incorporate software licensed from third parties and any defects or
significant interruption in the availability of these products could harm our
business.

  We rely on third-party software for the development of our products and
services. For example, we use Netscape Enterprise Server to configure
presentation layers of each unique Web site, and our platforms are based on
commercially-supported versions of the UNIX operating system. Some of the
software we license from third parties would be difficult to replace. This
software may not continue to be available on commercially reasonable terms or
at all. The loss or inability to maintain any of these technology licenses
could result in delays in the sale of our solutions until equivalent
technology, if available, is identified, licensed and integrated. Such delays
could harm our business. We may not be able to replace the functionality
provided by third-party software currently offered with our solutions if that
software is found to be obsolete, defective or incompatible with future
versions of our solutions or if that software is discontinued or upgraded in
such a way that it becomes incompatible with our solutions. In addition, if
this third-party software is not adequately maintained or updated it may become
incompatible with our current solutions. The absence of, or any significant
delay in, the replacement of third-party software could result in delayed or
lost sales and increased costs and could harm our business and operating
results.

We may not be able to develop solutions that contain the features and
functionality our customers demand.

  Our success largely depends upon our ability to accurately determine the
features and functionality required by our customers and to design and
implement solutions in a timely and efficient manner. If we fail to accurately
determine the features and functionality that our customers require and enhance
our existing solutions or develop new solutions, our current and potential
customers will not buy them. To date, we have designed our solutions based in
large part on feedback from a limited number of current and potential
customers. Therefore, we cannot assure you that the features and functionality
of our solutions will adequately satisfy future customer demands. Some of our
customers may also require us to develop customized features or capabilities,
which would increase our costs and consume our limited resources. In addition,
we cannot assure you that we will be able to develop customized features in a
cost-effective manner. Any failure to develop solutions that contain the
features and functionality our customers demand could harm our business and
operating results.

                                       15
If we do not respond to rapid technological changes by introducing new
solutions, our solutions and services could become obsolete and as a result our
business would be seriously harmed.

  The development of our solutions entails significant technical, financial and
business risks. We may not be able to successfully implement new technologies
or adapt our solutions to customer requirements or emerging industry standards.

  The Internet and electronic commerce are characterized by:

  . rapid technological change;

  . changes in user and customer requirements and preferences;

  . frequent new product and service introductions embodying new
    technologies; and

  . the emergence of new industry standards and practices.

  Any of these factors could render our solutions obsolete. Our success will
depend, in part, on our ability to respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis
by licensing technology, enhancing our solutions and developing new solutions.

  We must continue to modify and enhance our solutions to keep pace with
changes in hardware and software platforms, programming languages and database
technologies. As a result, uncertainties related to the timing and nature of
new product announcements, introductions or modifications by vendors of
operating systems, applications software and Internet browsers could harm our
business and operating results. If we fail to modify or improve our solutions
in response to evolving industry standards, our solutions could rapidly become
obsolete, which would harm our business and operating results.

If the protection of our trademarks and other proprietary rights is inadequate,
our business could be harmed.

  Our copyrights, service marks, trademarks, trade dress, trade secrets and
similar intellectual property and proprietary information are critical to our
success. We rely on trademark and copyright law, trade secret protection and
confidentiality or license agreements with our employees, customers, partners
and others to protect our proprietary rights. These legal protections afford
only limited protection for our trade secrets and other intellectual property.
In addition, effective patent, trademark, service mark, copyright and trade
secret protection may not be available in every country in which we offer our
solutions. Our means of protecting our proprietary rights may not be adequate.
In addition, despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and use our
solutions or technology and our competitors could independently develop similar
technology.

  We have filed applications for United States trademark registrations for,
among other trademarks, "GetThere," "ITN Global Manager" and "ITN FlightRez."
We may not be able to secure these registrations. It is also possible that our
competitors or others will adopt service names similar to ours, thereby
impeding our ability to build brand identity and possibly leading to customer
confusion. Furthermore, the relationship between regulations governing domain
names and laws protecting trademarks and similar proprietary rights is unclear.
Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights.

  Policing unauthorized use of our solutions is difficult, and we cannot be
certain that the steps we have taken will prevent misappropriation of our
technology. Furthermore, litigation may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets and domain names
and to determine the validity and scope of the proprietary rights of others. If
third parties prepare and file applications in the United States that claim
trademarks used or registered by us, we may oppose those applications and be
required to participate in proceedings before the United States Patent and
Trademark Office to determine priority of rights

                                       16
to the trademarks, which could result in substantial costs to us. Any
litigation, arbitration or priority proceeding to protect our trademarks and
other proprietary rights, even if not adverse, could result in substantial
costs, diversion of development resources and diversion of technical and
management personnel and could significantly harm our business and operating
results.

Our business may be harmed if we are found to infringe proprietary rights of
others.

  Third parties may claim infringement by us with respect to past, current or
future proprietary rights. We expect that participants in our industry will be
increasingly subject to infringement claims as the number of services and
competitors in our industry segment grows. Any such claim, whether meritorious
or not, could be time-consuming, result in costly litigation or arbitration and
diversion of technical and management personnel or require us to develop non-
infringing technology or to enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, or at all, and could significantly harm our business and
operating results.

  We may be subject to potential trade name or trademark infringement claims
brought by owners of other registered trademarks or trademarks that incorporate
variations of the terms GetThere, ITN Global Manager or ITN FlightRez. Any
claims or customer confusion related to our trademark, or our failure to obtain
trademark registration, would harm our business. We are aware of a pending
trademark application in the European Union filed by a company for the mark
GETTHERE!. We have discussed the rights related to this mark with this company,
but we have not resolved this matter. If it is determined that this mark is
validly held by this company, we may be unable to use the mark in the European
Union, which could significantly harm our ability to expand our brand awareness
and business operations in the European Union. We also use, and our customers
use, trade names, trademarks and other similar intellectual property of travel
suppliers on Web sites supported or hosted by us. This use may result in claims
of infringement or misuse brought by the owners of this intellectual property.
Any claims or disputes of this type may also damage the relationships we have
with travel suppliers and preclude us from using travel supplier trade names
and other intellectual property, either of which could significantly harm our
business and operating results.

If we engage in acquisitions, we will incur a variety of costs, and the
anticipated benefits of the acquisition may never be realized.

  We have acquired and may in the future attempt to acquire businesses,
technologies, services or products that we believe are a strategic fit with our
business. No material acquisition is currently being pursued. The process of
integrating an acquired business, technology, service or product may result in
unforeseen operating difficulties and expenditures and may divert significant
management attention from the ongoing development of our business, which could
impair our relationships with our current employees, customers and strategic
partners. Moreover, we may be unable to maintain uniform standards, controls,
procedures and policies in connection with any acquisition, and we may fail to
realize the anticipated benefits of any acquisition. Future acquisitions could
result in potentially dilutive issuances of equity securities, the incurrence
of debt, contingent liabilities and amortization expenses related to goodwill
and other intangible assets, any of which could significantly harm our business
and operating results.

  In addition, recent proposed changes in the Financial Accounting Standards
Board rules for merger accounting may affect our ability to make acquisitions
and harm our business results if we complete any acquisitions. For example,
elimination of the "pooling" method of accounting for mergers could increase
the amount of goodwill that we would be required to record if we merge with
another company, which would significantly harm our future operating results.
Furthermore, accounting rule changes that reduce the availability of write-offs
for in-process research and development costs in connection with an acquisition
could result in the capitalization and amortization of such costs and
negatively impact our operating results in future periods.

                                       17
Year 2000 issues present technological risks, could cause disruptions to our
business and could harm our sales.

  We cannot assure you that we will not experience negative consequences from
year 2000 problems, including material costs caused by undetected errors or
defects in the technology used in our internal systems. Many currently
installed computer systems and software products are coded to accept only two
digit entries in the date code field. Beginning in the year 2000, these code
fields will need to accept four digit entries to distinguish the year 2000 and
21st century dates from other 20th century dates. As a result, computer systems
and software products used by many companies may need to be upgraded to solve
this problem. Errors or defects resulting from year 2000 problems that affect
our products or services could result in:

  . delay or loss of revenues;

  . cancellation of customer contracts;

  . diversion of development resources;

  . diversion of technical and management personnel;

  . damage to our reputation;

  . increased service and warranty costs; and

  . litigation costs.

  Our online solutions were designed to be year 2000 compliant. Our internal
systems, including those used to deliver our solutions, utilize third-party
hardware and software. We have begun the process of contacting the vendors of
these infrastructure products in order to gauge their year 2000 compliance.
Based on vendors' representations received thus far, we believe that the third-
party hardware and software we use is year 2000 compliant, although we have not
heard from all of these vendors. In addition, the external systems on which we
rely, such as computer reservation systems, may not be year 2000 compliant,
which may significantly harm our business and operating results.

  We expect to spend less than $50,000 to address year 2000 issues. Our
estimates of these costs were derived utilizing a number of assumptions,
including the assumption that we have already identified any significant year
2000 issues. However, these assumptions may not be accurate, and actual results
could differ materially from those anticipated. We are currently developing
contingency plans to identify and correct year 2000 problems. Although we
expect to complete our contingency plans by the end of October 1999, we may not
be able to complete our preparations by this time. In addition, any plan that
we implement may not be sufficient to identify and address all year 2000
problems that may affect our systems. We believe that the most likely worst-
case scenario is that the Internet fails and we are unable to offer our
solutions.

  If we discover that any of our solutions need modification, or any of our
third-party hardware and software is not year 2000 compliant, we will try to
make modifications to our solutions and systems on a timely basis. We cannot
assure you that we will be able to modify these products, services and systems
in a timely, cost-effective or successful manner, and the failure to do so
could significantly harm our business and operating results. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Readiness."

Software defects and system and online security failures could harm our
business and operating results.

  Our Internet-based travel procurement and supply solution depends on the
efficient and uninterrupted operation of our computer and communications
hardware systems. In addition, we must provide a high level of security for the
transactions we execute. We rely on internally and externally developed
technology to provide secure transmission of confidential information. Any
breach of these security measures would likely damage our reputation and result
in the loss of customers, which would harm our business and operating results.

                                       18
Currently, some of our systems are located in leased facilities in Palo Alto,
California and some are hosted by Exodus Communications in Santa Clara,
California and Sterling, Virginia. Our systems and operations are vulnerable to
damage or interruption from fire, flood, power loss, telecommunications
failure, break-in, earthquake and similar events. Palo Alto and Santa Clara are
located on a primary fault line. We currently do not have a disaster recovery
plan and do not carry sufficient business interruption insurance to compensate
us for losses that may occur.

  Our solutions are implemented based on our proprietary technology. Complex
proprietary technology like ours frequently contain defects or errors that may
be detected only when the technology is in use. Further, we often render
implementation, consulting and other technical services, which typically
involve working with sophisticated software, computing and networking systems.
We could fail to meet project milestones in a timely manner or meet customer
expectations as a result of any defects or errors. Any defect or failure to
meet project milestones for services could result in loss of or delay in
revenues, loss of market share, failure to achieve market acceptance, diversion
of development resources, harm to our reputation, increased insurance costs or
increased service and warranty costs. To address these problems, we may need to
expend significant capital and resources that may not have been budgeted, and
such problems may divert technical and management personnel, which could
significantly harm our business and operating results.

  The secure transmission of confidential information over the Internet is a
significant risk to electronic commerce. The secure transmission of proprietary
or confidential information over the Internet is essential to establish and
maintain confidence in the procurement and supply of travel-related services
and other indirect goods and services. We rely on specialized technology to
provide the security necessary for secure transmission of confidential
information. However, advances in computer capabilities, new discoveries in
security technology, breakdowns in our security technology or other events or
developments may result in a compromise or breach of the algorithms we use to
protect customer and transaction data. Despite our implementation of security
measures, our servers are vulnerable to such security breaches, which could
lead to interruptions in our business, delays in access to our solutions, loss
of data or the inability to accept and confirm customer reservations. A third
party that is able to circumvent our security systems could steal customer data
or other confidential or proprietary information or cause interruptions in our
operations or those of our customers, thus causing damage to our reputation and
loss of customers. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential or
proprietary customer information. Our insurance coverage may not be adequate to
reimburse us for losses caused by security breaches, and we cannot assure you
that our security measures will prevent security breaches. As a result, we may
be required to expend a significant amount of financial and other resources to
protect against security breaches or to alleviate any problems that they may
cause. These issues may divert technical and management personnel. Security
concerns and security breaches of our solutions, as well as the products and
services of others, could significantly harm our business and operating
results.

Product liability claims could harm our business.

  Our customers use our solutions for their travel procurement and supply
needs. Any errors, defects or other performance problems could result in
financial or other damages to our customers and prompt them to bring a product
liability claim against us. Although our license agreements with customers
typically contain provisions designed to limit our exposure to product
liability claims, these contractual limitations on liability may not be
enforceable. A product liability claim brought against us, even if
unsuccessful, would likely result in substantial costs, diversion of resources,
and diversion of management and other personnel and could significantly harm
our business and operating results.

If we experience significant credit card fraud, we will incur increased costs.

  If we fail to adequately control fraudulent credit card transactions, our
revenues and results of operations would be harmed because we do not carry
insurance against this risk. Under current credit card practices, we are liable
for fraudulent credit card transactions because we do not obtain a cardholder's
signature.

                                       19
Our officers, directors and entities affiliated with our officers and directors
will be able to exert significant control over GetThere.com.

  Our executive officers, directors and entities affiliated with our executive
officers and directors will, in the aggregate, beneficially own approximately
   % of our outstanding common stock following the completion of this offering.
These stockholders, if acting together, will be able to significantly influence
all matters requiring stockholder approval, including the election of directors
and the approval of mergers or other business combination transactions. See
"Principal Stockholders" and "Description of Capital Stock."

  Covia, a wholly owned subsidiary of United Air Lines and the beneficial owner
of    % of our common stock following the completion of this offering, holds an
option to purchase one share each of our series D1 and series D2 preferred
stock which, if exercised, would provide Covia the right to elect two members
to our board of directors. Consequently, Covia could have significant influence
over our management and business decisions. For a discussion of our
relationship with United Air Lines and Covia, see "Certain Transactions."

  American Express, the beneficial owner of  % of our common stock following
the completion of this offering, has the right to elect one representative to
our board of directors. For a discussion of this right and American Express'
expected representative, see "Management--Executive Officers and Directors."

We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company.

  Provisions of our certificate of incorporation, bylaws and Delaware law could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. See "Description of Capital Stock." In
addition, some of our stockholders, including United Air Lines, American
Express, America West Airlines and Air Canada are subject to a standstill
agreement preventing them from acquiring more than a specified percentage of
our voting securities. This standstill agreement will have the effect of making
it more difficult for these stockholders to acquire us. See "Certain
Transactions--Equity Financings and Stockholders Arrangements" and "Description
of Capital Stock--Certificate of Incorporation and Bylaws."

We do not intend to pay any dividends.

  We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. In
addition, our lending facilities contain certain restrictions on our ability to
pay dividends.

                Risks Related to the Electronic Commerce Market

Our business depends upon online travel procurement achieving market
acceptance.

  The online market for travel products, solutions and services is in its
infancy. We may not be able to convince a large number of businesses to utilize
online travel procurement methods instead of traditional methods. Furthermore,
businesses that have implemented our online solutions experience low adoption
rates by their employees. Specific factors that could prevent widespread
business acceptance of online travel procurement methods include:

  . competition from traditional travel procurement systems, such as travel
    agencies;

  . entrenched travel procurement systems;

  . failure to provide adequate customer service;

  . reliability of access to the Internet;

  . lack of security on the Internet; and

  . the development of Internet infrastructure and performance.

                                       20
As a result of such factors, we may not be able to gain commercial acceptance
of our online travel solutions. Any failure to achieve acceptance of our online
travel solutions could significantly harm our business and operating results.

Our revenues may decrease if Internet usage growth or Internet infrastructure
development does not occur as projected.

  The use of the Internet as a means to provide procurement and supply
solutions is integral to our business model. The use of the Internet as a means
of transacting business is relatively new and has not been accepted by all
customers in the markets we have targeted. As a result, the market may not
accept products and services that rely on the Internet, such as ours. If the
growth rate of Internet usage in our targeted markets is less than expected our
revenues will suffer. We cannot assure you that the use of the Internet as a
means of conducting business will continue to grow at a rate similar to its
historical rate, if at all.

  In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. Our success
will depend, in large part, upon third parties maintaining the Internet
infrastructure to provide a reliable network backbone with the speed, data
capacity, security and hardware necessary for reliable Internet access and
services. The recent growth in Internet traffic has caused frequent periods of
decreased performance. If Internet usage continues to grow rapidly, the
infrastructure may not be able to support these demands and the performance and
reliability of the Internet may decline. If outages or delays on the Internet
occur frequently or increase in frequency, overall Internet usage including
usage of our solutions and services could grow more slowly or decline. Our
ability to increase the speed and scope of our solutions and services to
customers is ultimately limited by and depends upon the speed and reliability
of both the Internet and our customers' internal networks. Furthermore, changes
in, or insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally and by our customers in particular. Consequently, the
emergence and growth of the market for our services depends upon improvements
being made to the entire Internet infrastructure as well as to our individual
customers' networking infrastructures to alleviate overloading and congestion.
If these improvements are not made, the ability of our customers to utilize our
solution will be hindered, which will significantly harm our business and
operating results.

Future regulation of the Internet may slow its growth, resulting in decreased
demand for our solutions and increased costs of doing business.

  Laws and regulations directly applicable to communications or commerce over
the Internet are becoming more prevalent, including legislation governing
privacy, copyrights and taxation. For example, tax authorities in a number of
states are currently reviewing the appropriate tax treatment of companies
engaged in online commerce, and new state tax regulations may subject us to
additional state sales and income taxes. The European Union recently enacted
privacy regulations. Laws governing the Internet, however, remain largely
unsettled, even in areas where there has been some legislative action. It may
take years to determine whether and to what extent existing laws such as those
governing intellectual property, privacy, libel and taxation apply to the
Internet. In addition, the growth and development of the market for online
commerce may prompt calls for more stringent consumer protection laws, both in
the United States and abroad, the result of which may be to impose additional
burdens on companies conducting business online. The adoption or modification
of laws or regulations relating to the Internet could significantly harm our
business and operating results.

                         Risks Related to this Offering

There has been no prior market for our common stock, and the price of our stock
will be volatile.

  Before this offering, there was no public trading market for our common
stock, and an active trading market for our common stock may not develop or be
sustained after this offering. The initial public offering

                                       21
price will be determined by negotiations between the representatives of the
underwriters and us and may not be indicative of the price that will prevail in
the public market after this offering. The public market price of our common
stock could fall below the initial public offering price. See "Underwriting."

  In addition, the market price for our common stock is likely to be highly
volatile, particularly since the market for Internet-related stocks has
experienced extreme price and volume fluctuations. We expect our stock price to
be subject to wide fluctuations as a result of a variety of factors, including
factors beyond our control. Such factors include:

  . actual or anticipated variations in our quarterly operating results;

  . announcements of technological innovations or new products, solutions or
    services by us or by our competitors;

  . publicity about our company, our solutions or services, our competitors,
    or electronic commerce in general;

  . changes in our financial estimates by securities analysts;

  . conditions or trends in the Internet and electronic commerce industries;

  . changes in the economic performance and/or market valuations of other
    Internet, electronic commerce or travel companies;

  . announcements by us or by our competitors of significant acquisitions,
    strategic partnerships, joint ventures or capital commitments;

  . additions or departures of key personnel;

  . releases of lock-up or other transfer restrictions on our outstanding
    shares of common stock or sales of additional shares of common stock; and

  . potential litigation.

  Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders or of securities analysts at some time in the
future, resulting in a decline in our stock price.

Future sales of shares could affect our stock price.

  If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our common stock
could fall. Such sales also might make it more difficult for us to sell equity
or equity-related securities in the future, at a time and price that we deem
appropriate. Based on shares outstanding as of July 31, 1999, upon completion
of this offering we will have outstanding                 shares of common
stock, assuming no exercise of the underwriters' over-allotment option. Other
than the shares of common stock sold in this offering,                 shares
will be eligible for sale in the public market immediately. Substantially all
of our existing stockholders will be subject to agreements with the
underwriters or with us that restrict their ability to transfer their stock for
180 days from the date of this prospectus. After these agreements expire, an
additional                 shares will be eligible for sale in the public
market assuming no exercise of options. See "Shares Eligible for Future Sale"
for a further description regarding shares that will become eligible for sale
at future dates after this offering.

Investors in this offering will suffer immediate and substantial dilution.

  The initial public offering price of our common stock is expected to be
substantially higher than the book value per share of our outstanding common
stock. As a result, if you purchase common stock in this offering, you will
incur immediate, substantial dilution in pro forma net tangible book value. In
addition, we have issued options and warrants to acquire common stock at prices
significantly below the initial public offering price of

                                       22
our common stock. In particular, after this offering we will have outstanding
warrants to purchase 7,704,503 shares of our common stock. To the extent these
outstanding options and warrants are ultimately exercised, there will be
further dilution to investors in this offering. See "Dilution" and "Description
of Capital Stock--Warrants."

We have substantial discretion as to how to use the proceeds from this
offering.

  Our management has broad discretion as to how to spend the proceeds from this
offering and may spend the proceeds in ways with which our stockholders may not
agree. We cannot predict that investments of the proceeds will yield a
favorable or any return. See "Use of Proceeds."

You should not rely on forward-looking statements because they are inherently
uncertain.

  You should not rely on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" and similar expressions to identify these
forward-looking statements. This prospectus also contains forward-looking
statements attributed to certain third parties relating to their estimates
regarding the growth of the Internet and electronic commerce markets. You
should not place undue reliance on these forward-looking statements, which
apply only as of the date of this prospectus. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us described above and elsewhere in this
prospectus.

                                       23
USE OF PROCEEDS

  We estimate that the net proceeds from the sale of the       shares of common
stock we are selling in this offering will be approximately $      million, at
an assumed initial public offering price of $      per share, after deducting
the estimated underwriters' discounts and offering expenses. If the
underwriters' option to purchase an additional        shares of common stock is
exercised in full, we estimate that such net proceeds will be approximately
$      million.

  The primary purpose of this offering is to obtain additional working capital.
We intend to use the net proceeds of this offering for working capital, the
purchase of property and equipment and other general corporate purposes. In
addition, we may use a portion of the net proceeds to acquire or make
investments in complementary products, technologies or businesses. We have no
present commitments or agreements with respect to any of these kinds of
acquisitions or investments. Pending the above uses, we plan to invest the net
proceeds of this offering in short-term, investment-grade, interest-bearing
securities. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."

                                DIVIDEND POLICY

  We have never declared or paid any cash dividends on our capital stock and do
not anticipate paying any cash dividends on our capital stock in the
foreseeable future. In addition, our lending facilities contain restrictions on
our ability to pay dividends.

                                       24
CAPITALIZATION

  The following table sets forth the actual capitalization of GetThere.com as
of July 31, 1999 and the pro forma and pro forma as adjusted capitalization of
GetThere.com:
July 31, 1999
                                                 -------------------------------
                                                             Pro      Pro Forma
                                                  Actual    Forma    As Adjusted
                                                   (In thousands, unaudited)
Cash and cash equivalents......................  $  3,306  $ 76,787     $
                                                 ========  ========     =====
Long-term liabilities, less current portion....     7,014     5,346
                                                 --------  --------     -----
Redeemable convertible preferred stock and
 warrants, $0.0001 par value, 25,100,000 shares
 authorized, 11,731,714 shares outstanding,
 actual; 10,000,000 shares authorized, one
 share outstanding, pro forma; and 10,000,000
 shares authorized, one share outstanding, pro
 forma as adjusted.............................    36,094       --
Stockholders' equity (deficit)
  Common stock, $0.0001 par value, 50,000,000
   shares authorized, 7,663,730 shares issued
   and outstanding, actual; 200,000,000 shares
   authorized, 26,852,496 shares outstanding,
   pro forma; and 200,000,000 shares
   authorized,     shares issued and
   outstanding, pro forma as adjusted..........       --          2
  Additional paid-in capital...................    50,904   162,127
  Note receivable from stockholder.............    (2,707)   (2,707)
  Unearned compensation........................   (36,628)  (36,628)
  Accumulated deficit..........................   (45,938)  (45,938)
                                                 --------  --------     -----
    Total stockholders' equity (deficit).......   (34,369)   76,856
                                                 --------  --------     -----
      Total capitalization.....................  $  8,739  $ 82,220     $
                                                 ========  ========     =====
For a description of the assumptions underlying the pro forma and pro forma
as adjusted data, see "Prospectus Summary--Summary Financial Information."

                                       25
DILUTION

  The pro forma net tangible book value of our common stock on July 31, 1999
was $74.1 million, or approximately $2.76 per share. Pro forma net tangible
book value per share represents the amount of our total tangible assets less
total liabilities divided by the number of shares of common stock outstanding
on a pro forma basis. For a description of the assumptions underlying the pro
forma data, see "Prospectus Summary--Summary Financial Information." Dilution
in pro forma net tangible book value per share represents the difference
between the amount per share paid by purchasers of shares of our common stock
in this offering and the pro forma net tangible book value per share of our
common stock immediately afterwards. After giving effect to our sale of
shares of common stock offered by this prospectus at an assumed initial public
offering price of $      per share and after deducting the estimated
underwriting discounts and offering expenses payable by us, our pro forma net
tangible book value would have been $     million, or approximately $      per
share. This represents an immediate increase in pro forma net tangible book
value of $      per share to existing stockholders and an immediate dilution in
pro forma net tangible book value of $      per share to new investors.
Estimated initial public offering price per share..............       $
     Pro forma net tangible book value per share as of July 31,
      1999........................................................ $2.76
     Increase per share attributable to new investors.............
                                                                   -----
   Adjusted pro forma net tangible book value per share after the
    offering......................................................
                                                                         -----
   Dilution in pro forma net tangible book value per share to new
    investors.....................................................       $
                                                                         =====
This table excludes all options and warrants that will remain outstanding
upon completion of this offering. As of July 31, 1999, there were options
outstanding to purchase a total 3,781,810 shares of common stock, with a
weighted average exercise price of $1.33 per share. As of September 14, 1999,
there were warrants outstanding to purchase 7,704,503 shares of our common and
preferred stock with a weighted average exercise price of $10.62 per share. The
exercise of outstanding options and warrants having an exercise price less than
the offering price would increase the dilutive effect to new investors.

  The following table sets forth, as of July 31, 1999, the differences between
the number of shares of common stock purchased from us, the total price and the
average price per share paid by existing stockholders and by the new investors,
before deducting estimated underwriting discounts and offering expenses payable
by us, assuming an initial public offering price of           per share.
Shares Purchased  Total Consideration  Average
                                 ------------------ --------------------  Price
                                                                           Per
                                   Number   Percent    Amount    Percent  Share
Existing stockholders........ 26,852,496      %  $162,128,000      %   $6.04
   New investors................
                                 ----------   ---   ------------   ---
     Total......................              100%  $              100%
                                 ==========   ===   ============   ===
The existing stockholder amounts in the table above have been calculated on a
pro forma basis.

  If the underwriters' over-allotment option is exercised in full, the number
of shares held by new public investors will be increased to           or
approximately          % of the total numbers of shares of our common stock
outstanding after this offering.

                                       26
SELECTED FINANCIAL DATA

  The selected statement of operations data presented below for the years ended
January 31, 1997, 1998 and 1999, and the balance sheet data as of January 31,
1998 and 1999 are derived from our financial statements, which have been
audited and are included elsewhere in this prospectus. The balance sheet data
as of January 31, 1997 is derived from audited financial statements not
included in this prospectus. The statement of operations data for the period
from inception to January 31, 1996 and the six months ended July 31, 1998 and
1999 and the balance sheet data at January 31, 1996 and July 31, 1999 are
derived from our unaudited financial statements. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
audited financial statements and include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of our results
of operations for such periods and financial condition at such dates. The
historical results presented below are not necessarily indicative of the
results to be expected for any future period. The selected financial data set
forth is qualified in its entirety by, and should be read in conjunction with,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto included elsewhere
in this prospectus.
Inception                                 Six Months
                            through   Years Ended January 31,      Ended July 31,
                          January 31, --------------------------  -----------------
1996      1997     1998      1999     1998      1999
                          (unaudited)                               (unaudited)
(In thousands, except per share data)
Statement of Operations
 Data:
Revenues:
  Transaction...........    $  129    $   253  $ 2,098  $  4,932  $ 2,090  $  4,862
  Professional service..        14        329      903     1,515      619       736
                            ------    -------  -------  --------  -------  --------
   Total revenues.......       143        582    3,001     6,447    2,709     5,598
Cost of revenues........        17        134    1,680     4,292    1,623     3,973
                            ------    -------  -------  --------  -------  --------
Gross profit............       126        448    1,321     2,155    1,086     1,625
Operating expenses:
  Research and
   development..........       118        906    2,266     4,113    1,726     1,819
  Sales and marketing...       109      1,030    2,393     5,732    2,522     3,612
  General and
   administrative.......        81      1,962    2,887     6,127    2,687     6,973
  Stock-based
   compensation.........       --          20      103     2,005      561     9,416
                            ------    -------  -------  --------  -------  --------
   Total operating
    expenses............       308      3,918    7,649    17,977    7,496    21,820
                            ------    -------  -------  --------  -------  --------
Loss from operations....      (182)    (3,470)  (6,328)  (15,822)  (6,410)  (20,195)
Interest income
 (expense), net.........       --          43      (30)      186      (69)     (134)
                            ------    -------  -------  --------  -------  --------
Net loss................    $ (182)   $(3,427) $(6,358) $(15,636) $(6,479) $(20,329)
                            ======    =======  =======  ========  =======  ========
Basic and diluted net
 loss per share.........    $(0.06)   $ (1.21) $ (1.81) $  (3.97) $ (1.70) $  (5.00)
Shares used in computing
 basic and diluted net
 loss per share.........     3,000      2,827    3,537     3,957    3,823     4,071
Pro forma basic and
 diluted net loss per
 share..................                                $  (1.05)          $  (1.25)
Shares used in computing
 pro forma basic and
 diluted net loss per
 share..................                                  14,917             16,199
As of January 31,
                         --------------------------------------  As of July 31,
                            1996      1997     1998      1999         1999
                         (unaudited)                               (unaudited)
                                           (In thousands)
Balance Sheet Data:
Cash, cash equivalents
 and short-term
 investments............   $   3     $   579  $ 1,332  $ 15,802     $  6,541
Working capital
 (deficit)..............    (143)       (152)    (842)   12,089       (2,203)
Total assets............     146       1,426    4,390    20,806       18,939
Total stockholders'
 deficit................    (185)     (3,558)  (9,854)  (23,541)     (34,369)
27
MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. We use words such as "anticipates,"
"believes," "plans," "expects," "future," "intends" and similar expressions to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the growth of the Internet and electronic commerce markets.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. GetThere.com's
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by GetThere.com
described in "Risk Factors" and elsewhere in this prospectus. You should read
the following discussion in conjunction with the "Selected Financial Data" and
our financial statements and related notes included elsewhere in this
prospectus.

Overview

  We are a leading provider of Internet-based travel procurement and supply
solutions primarily for businesses and travel suppliers. Our business model has
developed over time to increasingly focus on the business-to-business market.
We were incorporated in August 1995 as Internet Travel Network Inc., and we
changed our name to GetThere.com, Inc. in July 1999. In 1995, we launched our
www.itn.net Web site, an Internet-based travel reservation system targeted at
consumers and small businesses. In response to interest from Internet-based
content and electronic commerce providers and travel agencies, which we call
our ePartners, we began to private label and co-brand our travel solutions. In
1996, we introduced ITN Global Manager, an Internet-based travel procurement
solution for businesses. In 1997, we introduced ITN FlightRez, an Internet-
based travel supplier solution. In 1998, we continued to expand our customer
base for our ITN Global Manager solution, and we expanded our relationship with
United Air Lines to include online offerings of unused capacity and the ability
to provide online one-way ticket upgrades. In 1999, we continued to expand our
relationship with United Air Lines by offering online frequent flyer mileage
redemption. We recently entered into commercial relationships with American
Express Travel Related Services and Northwest Airlines and entered into non-
binding letters of intent with America West Airlines and Air Canada to
implement our solutions on their Web sites.

  Our business customer base has grown from 14 at April 30, 1997 to 53 at July
31, 1999. Our travel supplier customer base has grown from zero at April 30,
1997 to five at July 31, 1999, including United Air Lines, the second largest
North American airline in terms of the number of passengers. The number of
travel-related transactions that we have processed has grown from approximately
18,000 in the quarter ending April 30, 1997 to approximately 306,000 in the
quarter ending July 31, 1999.

  We generate revenues primarily from processing travel-related transactions,
such as booking and ticketing reservations, and performing professional
services. These revenues are generated from business customers using our ITN
Global Manager solution, from travel suppliers using our ITN FlightRez solution
and from ePartners using our ePartner solution. Transaction revenues are
comprised of fees and commissions earned in connection with the booking or
ticketing of a reservation and providing related traveler support services. In
addition, our transaction revenues include fees received from computer
reservation system companies, hosting fees and the sale of advertising on our
www.itn.net Web site and the Web sites of some of our ePartners. Transaction
revenues are recognized as the transactions are performed or when the
commission is received or, with respect to hosting fees, when invoiced. In the
case of advertising, we recognize revenues on a per impression basis after a
specified minimum number of impressions have been delivered. Professional
service revenues primarily consist of implementation and customization fees
associated with the deployment and on-going customization of our solutions.
Professional service revenues are recognized as performed.

  Under our agreement with American Express, we will be entitled to receive
fixed quarterly payments. A portion of the fixed payments will be subject to
reimbursement if a specified number of visitors to www.itn.net

                                       28
and www.itn.com do not register on American Express' site. In addition, we will
be entitled to receive transaction fees with guaranteed annual minimums. Our
annual minimums are subject to reduction based upon failure to meet specified
development timetables.

  Our gross margins are affected by numerous factors, such as the mix of
transaction revenues and professional service revenues, and the mix of
transaction revenues from businesses, travel suppliers and ePartners. We
generally receive higher gross margins on transaction revenues than from
professional service revenues, higher gross margins from business customers
than from travel supplier customers, and higher gross margins from travel
supplier customers than from ePartners. Our gross margins are also affected by
personnel and infrastructure expenditures, which are expected to increase
substantially in the future. As a result, our gross margins will decrease
unless we are able to significantly increase our revenues. Furthermore, we will
incur greater costs of revenues due to the costs of developing and operating
our recently acquired traveler support center in Fort Lauderdale, Florida.
These costs may negatively impact our gross margins for the quarter ending
October 31, 1999 and may also have a negative impact on our gross margins in
subsequent quarters.

  Stock-based compensation represents the difference between the deemed fair
value of our common stock on the date options were granted or stock was issued
and the exercise or purchase price of our options or stock. This amount is
included as a reduction of stockholders' equity and is amortized over the
vesting period of the individual options or stock, generally four years. We
recorded amortization of stock-based compensation in the amount of $2.0 million
for the year ended January 31, 1999 and $9.4 million for the six months ended
July 31, 1999 in connection with the grant of certain stock options and
issuances of stock to employees and other service providers. As of July 31,
1999, we had a total of $36.5 million remaining to be amortized over the
corresponding vesting periods of the stock options or stock. We anticipate the
amortization of stock-based compensation will approximate $21.2 million for
fiscal 2000 (including the $9.4 million recorded for the six months ended
July 31, 1999), $14.6 million for fiscal 2001, $7.7 million for fiscal 2002,
$3.3 million for fiscal 2003 and $430,000 for fiscal 2004, which includes the
impact of option grants subsequent to July 31, 1999.

  In August and September 1999, we sold an aggregate of 1,875,423 shares of
series C preferred stock at a purchase price of $5.125 per share. We expect to
record a charge in an amount equal to the difference between the fair value of
the series C preferred stock at the time the redemption features of the series
C preferred stock terminate and the amount paid for the stock. In August and
September 1999, we issued a warrant to purchase an aggregate of 375,000 shares
of common stock, a warrant to purchase an aggregate of 1,136,821 shares of
series C preferred stock and warrants to purchase an aggregate of 2,160,046
shares of series E preferred stock. There may be significant charges associated
with these issuances.

  In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C preferred stock to Northwest Airlines at an exercise
price of $5.125 per share. The exercise of this warrant is subject to the
satisfaction of certain specified conditions prior to August 27, 2001. We will
record an expense for the Northwest Airlines warrant to the extent the exercise
price is lower than the market value of our common stock if and when the
specified conditions are achieved. We cannot currently quantify the amount of
this expense, however it may be significant and could be recorded in any
quarter through October 31, 2001. See "Risk Factors--Our results of operations
will be harmed by the amortization of stock-based compensation and other stock
issuances."

  We have incurred significant operating losses since our inception and, as of
July 31, 1999, had an accumulated deficit of $45.9 million. We anticipate that
our losses will continue to increase significantly for the forseeable future as
we continue to increase our operating expenses. For example, we expect to
increase operating expenses to support our strategic relationship with American
Express and the development and implementation of a Web site for Northwest
Airlines through which Northwest Airlines intends to offer low fare tickets.
Furthermore, if we expand our relationship with Northwest Airlines by
implementing our solutions for Northwest Airlines' primary Web site,
www.nwa.com or enter into definitive agreements with America West Airlines or
Air Canada, we expect to incur significant additional expenses. We are also
relocating our corporate headquarters from Palo Alto, California to Menlo Park,
California, and have recently established an engineering design center in
Dallas, Texas.

                                       29
As a result of our compensation expenses, expenses associated with the recent
issuances of our securities, and other operating expenses related to the growth
of our business, we expect our net loss and net loss attributable to common
stockholders for the quarter ending October 31, 1999 to increase significantly.
In addition, we expect the rate at which future losses will be incurred will
increase significantly from current levels.

  We have never recorded a provision for income taxes. As of July 31, 1999, we
had net operating loss carry-forwards for federal income tax purposes of
approximately $19.8 million and for state income tax purposes of approximately
$13.8 million. These federal and state income tax loss carry-forwards are
available to reduce future taxable income and expire at various dates through
2019. We cannot assure you that we will be able to generate sufficient taxable
income to utilize these income tax loss carry-forwards. In addition, under the
provisions of the Internal Revenue Code, certain changes in our ownership may
limit the amount of net operating loss carry-forwards that we may utilize
annually to offset taxable income in the future.

  United Air Lines, one of our principal stockholders through its wholly owned
subsidiary Covia LLC, directly accounted for $1.9 million and $1.6 million or
approximately 33.8% and 24.8% of our total revenues for the six months ended
July 31, 1999 and for the fiscal year ended January 31, 1999. Our service
agreement with United Air Lines can be terminated by either party for any
reason by providing the other party with 180 days prior notice. Because a
significant amount of our revenues has been and is expected to continue to be
derived from United Air Lines, we are dependent on our relationship with United
Air Lines. We expect that in the near term the percentage of our revenues
derived from United Air Lines will increase. Any disruption of this
relationship would significantly harm our business and operating results.

  We have experienced and expect to continue to experience seasonality in our
business, reflecting seasonal fluctuations in the travel industry, Internet
usage and advertising expenditures. Business travel bookings typically decline
during the fourth quarter of each calendar year due to decreased business
travel during the holiday season. Furthermore, consumer travel bookings
typically increase during the second quarter of each calendar year in
anticipation of summer travel. Internet usage and the rate of growth of such
usage typically decline during the summer.

Results of Operations

  The following table sets forth our results of operations as a percentage of
revenues:
Six Months
                                    Fiscal Year Ended             Ended
                                       January 31,              July 31,
                                   ------------------------   ---------------
                                    1997     1998     1999     1998     1999
                                                               (unaudited)
Revenues:
  Transaction.....................   43.5%    69.9%    76.5%    77.2%    86.9%
  Professional service............   56.5     30.1     23.5     22.8     13.1
                                   ------   ------   ------   ------   ------
    Total revenues................  100.0    100.0    100.0    100.0    100.0
Cost of revenues..................   23.0     56.0     66.6     59.9     71.0
                                   ------   ------   ------   ------   ------
Gross margin......................   77.0     44.0     33.4     40.1     29.0
Operating expenses:
  Research and development........  155.7     75.5     63.8     63.7     32.5
  Sales and marketing.............  177.0     79.8     88.9     93.1     64.5
  General and administrative......  337.1     96.2     95.0     99.2    124.5
  Stock-based compensation........    3.4      3.4     31.1     20.7    168.2
                                   ------   ------   ------   ------   ------
    Total operating expenses......  673.2    254.9    278.8    276.7    389.7
                                   ------   ------   ------   ------   ------
Loss from operations.............. (596.2)  (210.9)  (245.4)  (236.6)  (360.7)
Interest income (expense), net....    7.4     (1.0)     2.9     (2.6)    (2.4)
                                   ------   ------   ------   ------   ------
Net loss.......................... (588.8)% (211.9)% (242.5)% (239.2)% (363.1)%
                                   ======   ======   ======   ======   ======
30
Comparison of Six Months Ended July 31, 1998 and 1999

  Revenues. Revenues increased 106.6% from $2.7 million for the six months
ended July 31, 1998 to $5.6 million for the six months ended July 31, 1999 due
primarily to increased transactions from business customers, travel supplier
customers and ePartners. Transaction revenues increased 132.6% from $2.1
million for the six months ended July 31, 1998 to $4.9 million for the six
months ended July 31, 1999. This increase was primarily due to an increase in
the number of transactions processed which resulted from increased adoption
rates of our products with existing customers, the addition of new customers,
and the growth in hosting revenues from new and existing customers as our
installed base has grown. Transactions increased 164.7% from 204,000 for the
six months ended July 31, 1998 to 540,000 for the six months ended July 31,
1999. Professional service revenues increased 18.9% from $619,000 for the six
months ended July 31, 1998 to $736,000 for the six months ended July 31, 1999.
This increase was primarily due to increased implementation services to support
the growth in our customer base and, to a lesser extent, increased
customization services for our existing customers.

  Cost of Revenues. Cost of revenues is predominately comprised of transaction
and personnel costs. These costs include costs associated with outside
consultants, commission sharing with some of our ePartners, printing and
delivery costs of tickets, computer reservation system charges, advertising
agency fees and personnel costs associated with operating our transaction
systems and providing traveler support. Our cost of revenues increased from
$1.6 million or 59.9% of revenues for the six months ended July 31, 1998 to
$4.0 million or 71.0% of revenues for the six months ended July 31, 1999. This
increase in dollars resulted primarily from personnel expenses related to the
hiring and training of additional personnel, equipment and material purchases
and outside consultants. Our gross margins declined from 40.1% for the six
months ended July 31, 1998 to 29.0% for the six months ended July 31, 1999 due
to our investments in additional personnel and infrastructure to increase our
transaction processing capacity in anticipation of future growth.

  Research and Development. Research and development expenses consist
principally of personnel costs, equipment expenses, recruiting costs and
consulting fees relating to the development and enhancement of our solutions.
Research and development expenses increased from $1.7 million or 63.7% of
revenues for the six months ended July 31, 1998 to $1.8 million or 32.5% of
revenues for the six months ended July 31, 1999. This increase in dollars was
due primarily to the addition of personnel and was partially offset by a
reduction in consulting fees and other expenses. We believe that continued
investment in research and development is critical to attaining our strategic
objectives and, as a result, we expect research and development expenses to
increase significantly in absolute dollars for the foreseeable future. We have
recently established a second engineering development center in Dallas, Texas.
For the quarters ending October 31, 1999 and January 31, 2000, we expect to
increase the number of personnel in our California and Texas engineering
development centers. These events are expected to significantly increase our
research and development expenditures.

  Sales and Marketing. Sales and marketing expenses consist primarily of
payroll and related expenses, sales commissions, consulting fees, advertising,
public relations and promotional expenditures and costs relating to the
distribution and sale of our solutions, including travel and entertainment
expenses. Sales and marketing expenses increased from $2.5 million or 93.1% of
revenues for the six months ended July 31, 1998 to $3.6 million or 64.5% of
revenues for the six months ended July 31, 1999. This increase in dollars was
due primarily to the addition of personnel, increased promotional and
advertising expenditures, and costs associated with the sale and distribution
of our solutions. We expect to significantly increase our sales and marketing
activities including establishing additional sales offices globally as well as
increasing our sales and marketing expenditures both domestically and
internationally, particularly with respect to advertising expenditures. As a
result, we expect our sales and marketing expenses will increase significantly
in absolute dollars for the foreseeable future.

  General and Administrative. General and administrative expenses consist of
payroll and related expenses for management, accounting and administrative
personnel, depreciation of equipment and software, insurance, recruiting,
professional services, facilities and other general corporate expenses. General
and administrative

                                       31
expenses increased from $2.7 million or 99.2% of revenues for the six months
ended July 31, 1998 to $7.0 million or 124.5% of revenues for the six months
ended July 31, 1999. This increase in dollars was due primarily to the
accelerated depreciation of leasehold improvements associated with our current
facilities, an increase in the number of employees focused on general and
administrative functions, and an increase in consulting services, recruiting
costs, depreciation and other general corporate expenses. To accommodate our
growth in headcount, we expect to move our corporate headquarters to Menlo
Park, California in the quarter ending October 31, 1999. We expect to incur
non-recurring expenditures related to the move, particularly in the quarter
ending October 31, 1999, and increased ongoing expenditures related to this new
facility. We expect general and administrative expenses to increase in dollars
in future periods as we expand our staff and incur additional costs related to
the growth of our business and the administration of a public company.

  Stock-Based Compensation. We recorded aggregate stock-based compensation of
$561,000 for the six months ended July 31, 1998 and $9.4 million for the six
months ended July 31, 1999.

  Interest Income (Expense), Net. Interest income (expense), net includes
income from our cash investments, net of expenses related to our financing
obligations. Our interest expense of approximately $69,000 for the six months
ended July 31, 1998 increased to approximately $134,000 for the six months
ended July 31, 1999. This increase was attributable to an increase in interest
paid on financing obligations and a decrease in interest income due to lower
invested cash balances.

Comparison of Fiscal Years Ended January 31, 1997, 1998 and 1999

  Revenues. Revenues increased 415.6% from $582,000 for the fiscal year ended
January 31, 1997 to $3.0 million for the fiscal year ended January 31, 1998,
due primarily to an increase in the number of transactions from businesses and
ePartners. Transaction revenues increased 729.2% from $253,000 for the fiscal
year ended January 31, 1997 to $2.1 million for the fiscal year ended January
31, 1998. This increase was primarily due to an increase in the number of
transactions processed which resulted from increased adoption rates of our
solutions by our existing customers, and the addition of new customers.
Professional service revenues increased 174.5% from $329,000 for the fiscal
year ended January 31, 1997 to $903,000 for the fiscal year ended January 31,
1998. The increase resulted primarily from growth in the number of new customer
implementations, including services provided to United Air Lines in the second-
half of the fiscal year ended January 31, 1998.

  Revenues increased 114.8% from $3.0 million for the fiscal year ended January
31, 1998 to $6.4 million for the fiscal year ended January 31, 1999, due
primarily to an increase in the number of transactions from businesses, travel
suppliers and ePartners. Transaction revenues increased 135.1% from $2.1
million for the fiscal year ended January 31, 1998 to $4.9 million for the
fiscal year ended January 31, 1999. This increase was primarily due to an
increase in the number of transactions processed which resulted from increased
adoption rates of our solutions by our existing customers, the addition of new
customers, and the growth in hosting revenues from new and existing customers.
The number of transactions grew 294.6% from 130,000 for the fiscal year ended
January 31, 1998 to 513,000 for the fiscal year ended January 31, 1999.
Professional service revenues increased 67.8% from $903,000 for the fiscal year
ended January 31, 1998 to $1.5 million for the fiscal year ended January 31,
1999. This increase was primarily due to an increase in the number of custom
development projects for new and existing customers and growth in the number of
implementations for new customers.

  Cost of Revenues. Cost of revenues increased from $134,000 or 23.0% of
revenues for the fiscal year ended January 31, 1997 to $1.7 million or 56.0% of
revenues for the fiscal year ended January 31, 1998. This increase in dollars
primarily resulted from hiring and training of additional personnel for
customer support, implementation services and data center operations, and costs
associated with integrating our dedicated traveler support center during the
second half of the year ended January 31, 1998. Cost of revenues increased to
$4.3 million or 66.6% of revenues for the fiscal year ended January 31, 1999.
This increase in dollars primarily resulted from the hiring and training of
additional personnel for customer support, implementation services and data
center operations.

                                       32
Gross margins declined from 77.0% for the fiscal year ended January 31, 1997
to 44.0% for the fiscal year ended January 31, 1998. This decrease was
primarily due to an increase in spending associated with the addition of our
traveler support organization and investments in additional personnel and
infrastructure in anticipation of future growth. Gross margins declined further
to 33.4% for the fiscal year ended January 31, 1999 due to our investment in
additional personnel and infrastructure to add transaction processing capacity
in anticipation of future growth.

  Research and Development. Research and development expenses increased from
$906,000 or 155.7% of revenues for the fiscal year ended January 31, 1997 to
$2.3 million or 75.5% of revenues for the fiscal year ended January 31, 1998
and to $4.1 million or 63.8% of revenues for the fiscal year ended January 31,
1999. These increases in dollars were primarily due to the addition of
personnel, equipment and consulting fees to support the continued development
of our solutions.

  Sales and Marketing. Sales and marketing expenses increased from $1.0 million
or 177.0% of revenues for the fiscal year ended January 31, 1997 to $2.4
million or 79.8% of revenues for the fiscal year ended January 31, 1998 and to
$5.7 million or 88.9% of revenues for the fiscal year ended January 31, 1999.
These increases in dollars were primarily due to the addition of personnel,
increased promotional and advertising expenditures, and increased expenses
associated with the sale and distribution of our solutions.

  General and Administrative. General and administrative expenses increased
from $2.0 million or 337.1% of revenues for the fiscal year ended January 31,
1997 to $2.9 million or 96.2% of revenues for the fiscal year ended January 31,
1998. This increase in dollars was primarily due to an increase in the number
of employees and related recruiting costs, depreciation and other general
corporate expenses, partially offset by a decrease in professional services.
General and administrative expenses increased to $6.1 million or 95.0% of
revenues for the fiscal year ended January 31, 1999. This increase in dollars
primarily resulted from an increase in personnel and related recruiting costs,
depreciation, an increase in professional services and other general corporate
expenses.

  Stock-based Compensation. We recorded aggregate stock-based compensation of
$20,000 in the fiscal year ended January 31, 1997, $103,000 in the fiscal year
ended January 31, 1998, and $2.0 million in the fiscal year ended January 31,
1999.

  Interest Income (Expense), Net. Our interest income was $43,000 for the
fiscal year ended January 31, 1997, declining to interest expense of $30,000
for the fiscal year ended January 31, 1998 and then increasing to interest
income of $186,000 for the fiscal year ended January 31, 1999. The decrease for
the year ended January 31, 1998 was due to an increase in interest paid on
financing obligations and a decrease in interest income resulting from lower
invested cash balances. The increase to net interest income in the year ended
January 31, 1999 was due to an increase in interest income due to higher
invested cash balances resulting from our series C preferred stock financing.

                                       33
Selected Quarterly Results of Operations

  The following tables set forth our unaudited statement of operations data for
each of the six most recent quarters, and the percentage of total revenues
represented by each item. This data has been derived from unaudited financial
statements which, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of this information when read in conjunction with our annual
audited financial statements and related notes. You should not draw any
conclusions about our future results from the results of operations for any
quarter.
Three Months Ended
                         ---------------------------------------------------------------
                         April 30,  July 31,   Oct. 31,   Jan. 31,   April 30,  July 31,
                           1998       1998       1998       1999       1999       1999
                                        (In thousands, unaudited)
Revenues:
  Transaction...........  $ 1,057   $ 1,033    $ 1,372    $ 1,470     $ 1,930   $  2,932
  Professional service..      253       366        451        445         380        356
                          -------   -------    -------    -------     -------   --------
    Total revenues......    1,310     1,399      1,823      1,915       2,310      3,288
Cost of revenues........      763       860      1,258      1,411       1,655      2,318
                          -------   -------    -------    -------     -------   --------
Gross profit............      547       539        565        504         655        970
Operating expenses:
  Research and
   development..........      829       897      1,065      1,322         873        946
  Sales and marketing...    1,270     1,252      1,520      1,690       1,580      2,032
  General and
   administrative.......    1,269     1,418      1,762      1,678       2,376      4,597
  Stock-based
   compensation.........      170       391        479        965       3,523      5,893
                          -------   -------    -------    -------     -------   --------
    Total operating
     expenses...........    3,538     3,958      4,826      5,655       8,352     13,468
                          -------   -------    -------    -------     -------   --------
Loss from operations....   (2,991)   (3,419)    (4,261)    (5,151)     (7,697)   (12,498)
Interest income
 (expense), net.........     (111)       42        140        115         (12)      (122)
                          -------   -------    -------    -------     -------   --------
Net loss................  $(3,102)  $(3,377)   $(4,121)   $(5,036)    $(7,709)  $(12,620)
                          =======   =======    =======    =======     =======   ========
As a Percentage of Total Revenues
                         ---------------------------------------------------------------
                         April 30,  July 31,   Oct. 31,   Jan. 31,   April 30,  July 31,
                           1998       1998       1998       1999       1999       1999
                                               (unaudited)
Revenues:
  Transaction...........     80.7 %    73.8 %     75.3 %     76.8 %      83.5 %     89.2 %
  Professional service..     19.3      26.2       24.7       23.2        16.5       10.8
                          -------   -------    -------    -------     -------   --------
    Total revenues......    100.0     100.0      100.0      100.0       100.0      100.0
Cost of revenues........     58.2      61.5       69.0       73.7        71.6       70.5
                          -------   -------    -------    -------     -------   --------
Gross margin............     41.8      38.5       31.0       26.3        28.4       29.5
Operating expenses:
  Research and
   development..........     63.3      64.1       58.4       69.0        37.8       28.8
  Sales and marketing...     97.0      89.5       83.4       88.3        68.4       61.8
  General and
   administrative.......     96.8     101.3       96.7       87.6       102.9      139.8
  Stock-based
   compensation.........     13.0      28.0       26.3       50.4       152.5      179.2
                          -------   -------    -------    -------     -------   --------
    Total operating
     expenses...........    270.1     282.9      264.8      295.3       361.6      409.6
                          -------   -------    -------    -------     -------   --------
Loss from operations....   (228.3)   (244.4)    (233.8)    (269.0)     (333.2)    (380.1)
Interest income
 (expense), net.........     (8.5)      3.0        7.7        6.0        (0.5)      (3.7)
                          -------   -------    -------    -------     -------   --------
Net loss................   (236.8)%  (241.4)%   (226.1)%   (263.0)%    (333.7)%   (383.8)%
                          =======   =======    =======    =======     =======   ========
34
The number of transactions that we process has increased in all of the
quarters presented due to the addition of new customers and increased adoption
by our existing customers. Transaction revenues grew in conjunction with growth
in the number of transactions processed by us except in the quarter ending July
31, 1998, which was negatively impacted by the reduction in the commission rate
paid by several airlines to all travel agencies. Professional service revenues
are driven by implementations for new customers, and customization projects for
new and existing customers. Because the growth in the number of our customers
has fluctuated, and because customization work varies, professional service
revenues have fluctuated on a quarter-to-quarter basis. The decline in gross
margin from the quarter ending April 30, 1998 through the quarter ending
January 31, 1999 was primarily attributable to a reduction in commission rates
paid by airlines, a reduction in implementation pricing and an increase in
infrastructure related expenditures. The increase in gross margin during the
quarters ended April 30, 1999 and July 31, 1999, was primarily attributable to
transaction volumes increasing faster than costs.

  Research and development expenses increased in the quarters ended October 31,
1998 and January 31, 1999 primarily due to fees paid to consultants for
developing the capabilities of our data center. The decline in research and
development expenses as a percentage of revenues from the quarter ended January
31, 1999 through the quarter ended July 31, 1999, was primarily a result of the
completion of the data center review by outside consultants and slower than
expected hiring of technical staff. We expect research and development spending
to increase from current levels. The decline in sales and marketing expenses as
a percentage of revenues from the quarter ended January 31, 1999 through the
quarter ended July 31, 1999 was primarily the result of an increase in
transaction revenues and a decrease in personnel related costs. General and
administrative expenses decreased in the quarter ended January 31, 1999 due to
fewer salaries paid as a result of management departures. These salary expenses
increased in the following quarter due to increased hiring, particularly of
management personnel. The increase in general and administrative expenses as a
percentage of revenues from the quarter ended January 31, 1999 through the
quarter ended July 31, 1999 was attributable primarily to accelerated
depreciation of leasehold improvements associated with our current facility, an
increase in general and administrative employees and an increase in consulting
fees and depreciation expense.

  We believe that quarter-to-quarter comparisons of our revenues and operating
results are not necessarily meaningful, and that such comparisons may not be
accurate indicators of future performance. The operating results of companies
in the travel and electronic commerce industries have in the past experienced
significant quarter-to-quarter fluctuations. We expect our revenues and
operating results to vary significantly from quarter to quarter due to a number
of factors, including:

  . our ability to satisfy customer demand, retain existing customers and
    attract new customers;

  . varying adoption rates of our solutions;

  . the timing and expense of expanding our operations;

  . the mix of transaction revenues and professional service revenues;

  . the mix of transaction revenues from businesses, travel suppliers and
    ePartners;

  . our ability to obtain market acceptance of new solutions and upgrades;

  . product introductions by us and our competitors;

  . our ability to attract, integrate and retain key personnel;

  . changes in the rate of Internet usage and electronic commerce;

  . changes in our pricing policies or the pricing policies of our
    competitors;

  . changes in inventory availability from travel suppliers or commission
    rates paid by travel suppliers;

  . our ability to upgrade and develop our systems and infrastructure without
    disrupting our operations;

  . technical difficulties with our systems or system down time;

                                       35
. difficulties accessing computer reservation systems or travel suppliers'
    systems;

  . costs related to the acquisition of businesses or technologies; and

  . unforeseen events affecting the travel or electronic commerce industries.

  Furthermore, we currently expect that a majority of our revenues for the
foreseeable future will come from fees and commissions paid to us by our
customers using our ITN Global Manager, ITN FlightRez and ePartner solutions.
The volume and timing of these fees and commissions are difficult to predict
because the online market for these products and services is in its infancy. As
with other companies in our industry, our operating expenses, which include
sales and marketing, research and development, general and administrative
expenses, and stock-based compensation are based on our expectations of future
revenues and are relatively fixed in the short term. As a result, a delay in
generating or recognizing revenues for any reason could cause significant
variations in our operating results from quarter to quarter and could result in
greater than expected operating losses. Consequently, in future quarters our
operating results may fall below the expectations of public market analysts and
investors and, as a result, the price of our common stock may fall.
Additionally, despite our sequential quarterly revenue growth during fiscal
1999, we expect future growth rates to decline. You should not draw any
conclusions about our future growth rates from our historical growth rates.

Liquidity and Capital Resources

  We have financed our operations primarily through private sales of capital
stock, bank loans and equipment leases. From inception through July 31, 1999,
we have raised approximately $35.9 million through the sale of preferred stock.
As of July 31, 1999, we had $6.5 million in cash, cash equivalents and short-
term investments, and $(2.2) million in working capital. During August and
September 1999 we entered into financing agreements for the sale of our series
C and series E redeemable convertible preferred stock. As of September 14, 1999
net proceeds from the sale of series C and series E preferred stock were $22.9
million. Upon termination of the waiting period under the Hart-Scott-Rodino
Act, we expect to receive additional net proceeds of $49.8 million from the
sale of series C and series E preferred stock.

  Net cash used in operating activities was $3.0 million for the fiscal year
ended January 31, 1997 and was attributable primarily to our net loss of $3.4
million. Net cash used in operating activities was $4.6 million for the fiscal
year ended January 31, 1998 and was attributable primarily to our net loss of
$6.4 million, an increase in accounts receivable of $627,000 partially offset
by an increase in deferred revenue of $591,000 resulting from increased
revenues, and an increase in accounts payable and accrued liabilities of $1.2
million resulting from increased expenses. Net cash used in operating
activities was $11.4 million for the fiscal year ended January 31, 1999 and was
attributable primarily to our net loss of $15.6 million, partially offset by
depreciation and amortization of $1.5 million, and amortization of unearned
compensation of $2.0 million. Net cash used in operating activities was
$5.1 million for the six months ended July 31, 1998 and was attributable
primarily to our net loss of $6.5 million, partially offset by depreciation and
amortization of $633,000, and amortization of unearned compensation of
$561,000. Net cash used in operating activities was $6.9 million for the six
months ended July 31, 1999 and was attributable primarily to our net loss of
$20.3 million, partially offset by depreciation and amortization of $1.8
million, amortization of unearned compensation of $9.4 million, and an increase
in accounts payable and accrued liabilities of $2.8 million resulting from
increased expenses.

  Net cash used in investing activities was $737,000 for the fiscal year ended
January 31, 1997, was $2.0 million for the fiscal year ended January 31, 1998
and was $10.5 million for the fiscal year ended January 31, 1999 and was
primarily attributable to short-term investing of cash to generate interest
income and the acquisition of property and equipment, which consists primarily
of computer equipment, leasehold improvements, and furniture and fixtures.
Property and equipment purchases were $637,000 for the fiscal year ended
January 31, 1997, $2.0 million for the fiscal year ended January 31, 1998 and
$2.9 million for the fiscal year ended January 31, 1999. Additionally,
$7.5 million of cash was used for short-term investing to generate interest
income during the fiscal year ended January 31, 1999. Net cash used in
investing activities of $7.0

                                       36
million for the six months ended July 31, 1998 was primarily attributable to
$1.9 million used for purchases of property and equipment and $5.1 million for
short-term investing to generate interest income. Net cash used in investing
activities of $1.7 million for the six months ended July 31, 1999 was primarily
attributable to $5.2 million for purchases of property and equipment, $800,000
for the acquisition of the assets of our Florida call center and the conversion
of $4.3 million of short-term investments into cash.

  Net cash provided by financing activities was $4.3 million for the fiscal
year ended January 31, 1997 and was primarily attributable to issuing $4.2
million of preferred stock and warrants. Net cash provided by financing
activities of $7.3 million for the fiscal year ended January 31, 1998 was
primarily attributable to issuing $6.5 million of preferred stock and warrants
and securing $838,000 of capital lease and bank net borrowings. Net cash
provided by financing activities for the fiscal year ended January 31, 1999 of
$28.8 million is primarily attributable to issuing $25.2 million of preferred
stock and warrants and securing $3.7 million of capital lease net borrowings.
Net cash provided by financing activities for the six months ended July 31,
1998 of $28.3 million was primarily attributable to issuing $25.2 million of
preferred stock and warrants and securing $3.1 million of capital lease net
borrowings. Net cash provided by financing activities for the six months ended
July 31, 1999 of $3.6 million was primarily attributable to $3.5 million of
capital lease net borrowings.

  Computer equipment is our largest category of purchases of property and
equipment, and we expect to continue to invest significantly in computer
equipment to support the growth in the number of transactions we process and
the amount of data we store in our systems. In addition, we are currently in
the process of establishing additional data center operations in Virginia at
Exodus Communications to accommodate our needs for redundant systems and
additional processing capability to better serve our customers in the eastern
portion of the United States and Europe. We are also currently planning to
establish an engineering development center in Texas to further develop our
solutions. The Virginia data center operations and the planned Texas
engineering development center are expected to increase our expenditures for
new property and equipment. We also anticipate moving to a larger facility
during the quarter ending October 31, 1999, which will increase our
expenditures for new property and equipment.

  We have a term loan for borrowings of up to $500,000 for purchases of
property and equipment. The outstanding principal balance is due in equal
monthly installments of $16,000 ending in October 2000 together with interest
at the bank's prime rate plus 1.75% (9.5% at January 31, 1999). At July 31,
1999, $234,000 was outstanding under this term loan. Borrowings are secured by
all our assets except leased assets. The term loan requires us to meet certain
financial covenants including quick ratio, tangible net worth and profitability
requirements. We also have two equipment lease lines. One lease line is for
$2.1 million and is fully drawn. Our other lease line is for $5.8 million, $5.2
million of which was used at July 31, 1999.

  We expect to experience significant growth in our operating expenses,
particularly in sales and marketing, general and administrative and research
and development expenses in the foreseeable future. As a result, we expect
operating expenses and purchases of property and equipment will constitute the
majority of the future use of our cash resources. In addition, we may use our
cash resources to acquire or make investments in complementary products,
technologies or businesses. We believe the proceeds from the sale of the common
stock in this offering and our current cash resources will be sufficient to
meet our working capital and operating expenditures for the next 12 months.
After that point, we may need to obtain additional equity or debt financing to
meet our cash resource needs. In the event that additional financing is
required, it is uncertain whether or not we would be able to obtain financing
on acceptable terms.

Year 2000 Readiness

  Many computers, software and other equipment include computer code in which
calendar year data is abbreviated to only two digits. As a result of this
design decision, some of these systems could fail to operate or fail to produce
correct results if "00" is interpreted to mean 1900, rather than 2000. These
problems are widely expected to increase in frequency and severity as the year
2000 approaches, and are commonly referred to as the "year 2000 problem."

                                       37
General Readiness Assessment. The year 2000 problem may affect the network
infrastructure, computers, software and other equipment that we use, operate or
maintain for our operations. As a result, we have formalized our year 2000
compliance plan, to be implemented by a team of employees, led by Dr. Eric
Sirkin, our vice president of engineering, responsible for the implementation
of our year 2000 projects and reporting their status to our board of directors.
Additionally, according to our year 2000 compliance plan, the project team has
compiled a listing of all mission-critical items, both internally developed and
externally purchased, which may be impacted by the year 2000 problem. We are in
the process of obtaining verification or validation from any independent third
parties whose products and services are deemed mission-critical to our
processes to assess and correct any of our year 2000 problems or the costs
associated with these products and services. We expect to have all third party
verifications, or replacement of the related item, completed by the end of
October 1999. We believe we have identified most of the major computers,
software applications and related equipment used in connection with our
internal operations that will need to be evaluated to determine if they must be
modified, upgraded or replaced to minimize the possibility of a material
disruption to our business. We expect to resolve any year 2000 problems before
the occurrence of any material disruption of our business.

  Assessment of Infrastructure. Beginning in August 1998, we began assessing
the ability of our internally developed and other technologies to operate
properly in the year 2000. We have tested the ability of our internal and other
systems to handle travel-based reservations, bookings, credit card
authorization and other features of our solutions for year 2000 compliance. We
believe that our current internally developed solutions and technologies are
year 2000 compliant. Additionally, as we design and develop new products, we
test them for year 2000 compliance and the ability to distinguish between
various date formats.

  Systems Other than Information Technology Systems. In addition to computers
and related systems, the operation of office and facilities equipment, such as
fax machines, telephone switches, security systems and other common devices may
be affected by the year 2000 problem. We are currently contacting all related
third party suppliers or testing the related items. We expect to have this
process completed and necessary replacements implemented by the end of October
1999.

  Costs of Remediation. We estimate the total cost of completing any required
modifications, upgrades or replacements of our internal systems will not exceed
$50,000, most of which we expect to incur during fiscal 2000. This estimate is
being monitored and we will revise it as additional information becomes
available.

  Based on the activities described above, we do not believe that the year 2000
problem will significantly harm our business or operating results. In addition,
we have not deferred any material information technology projects or equipment
purchases, as a result of our year 2000 problem activities.

  Suppliers. As part of our year 2000 plan, we intend to contact third-party
suppliers of components used in the delivery of our services to identify and,
to the extent possible, resolve issues involving the year 2000 problem.
However, we have limited or no control over the actions of these third-party
suppliers. While we expect that we will be able to resolve any significant year
2000 problems with these third parties, these suppliers might not resolve any
or all year 2000 problems before the occurrence of a material disruption to the
operation of our business. Any failure of these third parties to resolve year
2000 problems with their systems in a timely manner could significantly harm
our business and operating results.

  Most Likely Consequences of Year 2000 Problems. We expect to identify and
resolve all year 2000 problems that could significantly harm our business and
operating results. However, we believe that it is not possible to determine
with complete certainty that all year 2000 problems affecting us have been
identified or corrected. The number of devices and systems that could be
affected and the interactions among these devices and systems are too numerous
to address. In addition, no one can accurately predict which year 2000 problem-
related failures will occur or the severity, timing, duration, or financial
consequences of these potential failures. As a result, we believe that the
following consequences may be possible:

                                       38
. operational inconveniences and inefficiencies for us, our suppliers and
    our customers could divert management's time and attention and financial
    and human resources from ordinary business activities;

  . business disputes and claims, due to year 2000 problems experienced by
    our customers and attributed to our services or performance; and

  . serious business disputes alleging that we failed to comply with the
    terms of contracts or industry standards of performance, some of which
    could result in litigation or contract termination.

  Contingency Plans. We are currently developing contingency plans to be
implemented if our efforts to identify and correct year 2000 problems affecting
our internal systems are not effective. We expect to complete our contingency
plans by the end of October 1999. Depending on the systems affected, these
plans could include:

  . short to medium-term use of backup equipment and software or other
    redundant systems;

  . increased work hours for our personnel or the hiring of additional
    information technology staff; and

  . the use of contract personnel to correct, on an accelerated basis, any
    year 2000 problems that arise or to provide interim alternate solutions
    for information system deficiencies.

  Our failure to implement of any of these contingency plans could
significantly harm our business and operating results.

Quantitative and Qualitative Disclosures about Market Risk

  Most of our cash equivalents, short-term investments and capital lease
obligations are at fixed interest rates, and therefore the fair value of these
instruments is affected by changes in market interest rates. As of July 31,
1999, all of our cash equivalents mature within 90 days and all of our short-
term investments mature by April 2000. Because our investment portfolio is
primarily comprised of short-term instruments, an immediate 10% change in
interest rates would not have a material effect on the fair market value of our
portfolio, therefore, we would not expect our operating results or cash flows
to be affected to any significant degree by the effect of a sudden change in
market interest rates on our securities portfolio.

Recent Accounting Pronouncements

  In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998 and provides
guidance on accounting for the costs incurred for computer software developed
or obtained for internal use including the requirement to capitalize specified
costs and the amortization of such costs. We have adopted the provisions of SOP
98-1 in the fiscal year beginning February 1, 1999. The adoption of SOP 98-1 is
not expected to have a material effect on our results of operations, financial
position or cash flows.

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on our results of operations, financial position or cash
flows.

                                       39
BUSINESS

Overview

  GetThere.com is a leading provider of Internet-based travel procurement and
supply solutions primarily for businesses and travel suppliers. Our ITN Global
Manager solution is designed to enable businesses with significant travel
expenditures to reduce travel costs, increase employee productivity and analyze
travel data. Our ITN FlightRez solution is designed to enable travel suppliers,
such as airlines, to increase revenue opportunities, reduce costs and enhance
customer service. In addition, we provide a solution that is designed to enable
our ePartners, which are Internet-based content and electronic commerce
providers and travel agencies, to offer travel-related goods and services over
the Internet. Our customers include businesses with significant travel
expenditures such as Chevron, Credit Suisse First Boston, Nike, PeopleSoft and
Texas Instruments, travel suppliers such as United Air Lines, Lauda Airlines
and National Airlines, and ePartners such as Cendant, CNN Interactive, TRIP.com
and TRAVEL.com. We have recently entered into commercial relationships with
American Express Travel Related Services and Northwest Airlines. In addition,
we have recently entered into non-binding letters of intent with America West
Airlines and Air Canada to implement our solutions on their Web sites.

Industry Background

 Growth of Electronic Commerce

  The Internet is dramatically changing the way people worldwide communicate,
share information and conduct commerce. The success of the Internet for
consumer-related electronic commerce is encouraging businesses to utilize
Internet-based solutions to simplify their business-to-business and business-
to-consumer transactions. Forrester Research estimates that the business-to-
business electronic commerce market in the United States will grow from $43.0
billion in 1999 to $1.3 trillion in 2003. Internet-based solutions enable
companies to increase revenues, lower costs and improve profitability by
enabling one-to-one marketing, increasing customer acquisition opportunities,
and streamlining business processes, such as the internal procurement and
supply of indirect goods and services.

 Procurement and Supply of Indirect Goods and Services

  Indirect goods and services include travel, entertainment, information
technology, telecommunications equipment, professional services and office
supplies and equipment. Killen & Associates, a research firm, estimates that
indirect goods and services expenditures are the largest segment of corporate
expenditures, representing approximately 33% of a typical company's total
revenues.

  The process of procuring and supplying indirect goods and services is plagued
by numerous inefficiencies, including:

  . multiple layers of intermediaries, such as agents and distributors, which
    lead to higher costs and indirect communication between businesses and
    suppliers;

  . the inability to monitor compliance with corporate procurement policies,
    including the inability to control "rogue purchasing," which occurs when
    personnel do not follow internal purchasing guidelines;

  . the inability to maximize economies of scale by enforcing purchasing
    through preferred suppliers; and

  . labor-intensive processes which result in higher costs and lower employee
    productivity.

 Travel Procurement and Supply Market

  In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
business expenditures for airline tickets, car rentals and lodging exceeded
$122 billion in 1998. According to the same survey, businesses in the U.S.
completed approximately 154 million air travel

                                       40
transactions in 1998, representing expenditures of approximately $73 billion.
Forrester Research estimates that travel will be the second largest spending
category for online business-to-business services in 1999, representing
approximately 23% of this market.

  In general, businesses purchase travel-related goods and services through a
traditional procurement channel that involves numerous intermediaries including
travel agents, computer reservation systems and credit card issuers. The
involvement of these intermediaries creates numerous inefficiencies and makes
it difficult for businesses to obtain complete and timely information regarding
their travel expenditures. Consequently, businesses often experience
difficulty:

  . negotiating favorable contracts with preferred travel suppliers;

  . monitoring employee compliance with corporate procurement policies,
    including controlling rogue purchasing; and

  . directing purchases to preferred travel suppliers to take advantage of
    negotiated contracts and volume discounts.

  In addition, these intermediaries increase transaction costs by charging fees
in connection with each purchase or reservation, with travel agency fees often
representing a majority of these costs. For example, we believe the purchase of
a single $500 airline ticket by a business generally includes a computer
reservation system fee of approximately $10 and a credit card processing fee of
approximately $10. In addition to the $500 ticket price, we believe that the
business also generally pays a travel agency fee of approximately $40.

  Travel suppliers also incur significant costs and lost revenue opportunities
due to the control by intermediaries of valuable transaction and customer
information. In particular, the existence of multiple intermediaries often
limits the ability of travel suppliers to effectively:

  . establish one-to-one personalized relationships with travelers;

  . minimize excess capacity, such as unsold airline seats and empty hotel
    rooms; and

  . maximize the effectiveness of affinity programs.

  Furthermore, the traditional travel procurement and supply process is labor
intensive, resulting in lower employee productivity and higher costs for both
businesses and travel suppliers. Deloitte & Touche estimates that the
procurement process for the purchase of a single airline ticket by a business
involves at least three people and takes an average of 46 minutes. Due to the
complexity and inefficiency inherent in this process, we believe that
businesses and travel suppliers will increasingly utilize Internet-based
solutions to reduce inefficiencies and costs.

 Opportunity for an Internet-Based Travel Procurement and Supply Solution

  Forrester Research estimates that online business travel expenditures will
grow from $5 billion in 1999 to $38 billion in 2003. Accordingly, we believe
there is a significant market opportunity for a comprehensive Internet-based
solution that reduces the inefficiencies in the travel procurement and supply
process for businesses and travel suppliers. Such a solution should facilitate
the distribution of travel-related goods and services and provide businesses
and travel suppliers with tools for the complete and timely analysis and
reporting of travel-related information. Furthermore, the solution should be
easy to implement and compatible with businesses' and travel suppliers'
existing technology.

The GetThere.com Solution

  GetThere.com is a leading provider of Internet-based travel procurement and
supply solutions primarily for businesses and travel suppliers. Our fully-
hosted travel reservation and booking solutions enable businesses and travel
suppliers to reduce current inefficiencies in the travel procurement and supply
processes. Our solutions

                                       41
can operate independently of third-party travel agencies and are not dependent
on any single computer reservation system. Our ITN Global Manager solution is
designed to enable businesses with significant travel expenditures to reduce
travel costs, increase employee productivity and analyze and report travel
data. Our ITN FlightRez solution is designed to enable travel suppliers, such
as airlines, to increase revenue opportunities, reduce costs and enhance
customer service. In addition, we provide a solution that is designed to enable
our ePartners to offer travel-related goods and services over the Internet.

 Benefits to Businesses

  Reduce costs. ITN Global Manager utilizes the Internet to further automate
the travel procurement process and decrease the role of intermediaries. Our
solution is designed to enable businesses to significantly reduce travel-
related costs, such as ticket costs and travel agency fees. Our solution is
also designed to maximize procurement economies of scale and lower travel costs
by enforcing the use of preferred travel suppliers and negotiated rates. ITN
Global Manager also provides data analysis and reporting features that enable
businesses to enforce corporate travel policies and facilitate the negotiation
of favorable contracts with preferred travel suppliers. The ability to monitor
travel-related purchases also helps businesses control rogue purchasing, which
generally accounts for a significant portion of travel expenditures.

  Increase productivity. ITN Global Manager is designed to enable businesses to
increase productivity throughout the travel procurement process. We believe
that our solution enables businesses to reduce the amount of time it takes to
execute a travel transaction by streamlining their internal travel procurement
processes and reducing the number of individuals involved. Also, business
travelers can use our solutions to procure travel-related goods and services,
24 hours a day, seven days a week.

  Provide real-time data analysis and reporting. ITN Global Manager is designed
to enable businesses to collect, analyze and report on their current and
historical travel data for both online and agency-generated reservations.
Businesses can utilize this information for planning and strategic purposes,
including negotiating volume discounts with travel suppliers. ITN Global
Manager also allows businesses to analyze useful real-time metrics, such as
cost per mile, compliance with travel policies and adoption rates of online
travel technologies. ITN Global Manager provides online access to this
information in a variety of customizable, user-friendly formats.

 Benefits to Travel Suppliers

  Increase revenue opportunities. ITN FlightRez is designed to provide travel
suppliers with an Internet-based sales channel enabling them to directly
interact with travelers using the Internet, 24 hours a day, seven days a week.
Our solution provides travel suppliers with the information needed to build
traveler profiles, to analyze traveler usage patterns and preferences and to
develop one-to-one personalized relationships. These relationships enable
travel suppliers to market directly to their customers by publishing,
distributing and selling special online-only promotional fares directly to
them. In addition, the traveler information we provide is designed to enhance
travel suppliers' ability to sell unused capacity to targeted travelers,
resulting in increased revenues and improved inventory management.

  Reduce sales and distribution costs. ITN FlightRez is designed to enable
travel suppliers to reduce sales and distribution costs by allowing them to
sell directly to travelers over the Internet, thereby reducing or eliminating
travel agency fees. By further automating their reservation processes, travel
suppliers can reduce the high labor costs inherent in traditional processes. In
addition, travel-related information can be distributed online, thereby
reducing the costs of printing and distribution.

  Enhance customer service and increase customer loyalty. ITN FlightRez is
designed to enable travel suppliers to provide their customers with real-time
access to travel information, including current flight information, historical
reservation bookings, flight status updates and seat maps. Additionally, ITN
FlightRez is configurable to provide other useful travel-related information,
such as city maps, driving directions, hotel

                                       42
locations and other destination information. In addition, our solution can be
customized to allow travelers to join a travel supplier's affinity program,
obtain account balances and redeem award travel online. We believe these
features enhance customer service and increase customer loyalty. Furthermore,
our solutions can be customized to enable travel suppliers to provide their
customers with the ability to make other airline, car rental and hotel
reservations so that travelers can book an entire travel itinerary from the
travel supplier's Web site.

 Benefits to ePartners

  We provide our ePartner solution to Internet-based content and electronic
commerce providers and travel agencies that want to offer travel-related goods
and services online. Our solution allows ePartners to offer travel reservation
capabilities to attract more visitors and generate new travel-related revenues.
In addition, our solution allows travel agencies to extend their existing sales
channel. Our solution offers a variety of completely outsourced and hosted
capabilities, including online booking, transaction processing, traveler
support, and ticket fulfillment and delivery. Our solution is designed to
enable our partners to quickly and easily add online travel capabilities to
their Web sites.

Our Strategy

  Our objective is to be the leading provider of Internet-based procurement and
supply solutions for travel and other indirect goods and services. Key elements
of our strategy include:

  Expand our customer base. We intend to continue to build our sales and
marketing capabilities and strengthen our brand in order to rapidly increase
our penetration of businesses with significant travel expenditures, travel
suppliers and potential ePartners. We target customers that purchase or supply
large volumes of travel-related goods and services, and that are increasingly
using the Internet as a business tool. By providing high-quality transaction
processing capabilities, data analysis and reporting tools and customer
support, we believe that businesses, travel suppliers and ePartners will
increasingly rely on us for their travel solutions. In addition, we intend to
leverage our contacts in the travel industry in order to generate new
customers.

  Increase adoption rates of our solutions by our business customers. We
provide consulting services that are designed to help our business customers
develop internal programs to increase adoption rates of our ITN Global Manager
solution. We also intend to work with our business customers to implement
affinity programs designed to encourage travelers to use our solution. In
addition, we intend to enhance the content and information available through
our solution to further improve the user experience and increase customer
retention.

  Aggressively pursue other travel markets. We are developing our sales and
marketing capabilities to target the substantial opportunities represented by
small-to-medium sized businesses and international markets. In addition to
building these capabilities internally, we will continue to pursue strategic
relationships to accelerate our penetration of these markets. For example, we
recently signed an agreement with American Express that makes us the preferred
provider of Internet-based travel procurement solutions for their small, middle
and international markets.

  Extend our technology leadership. Our architecture is designed to be robust,
customizable, reliable and scalable to meet the evolving demands of the travel
procurement and supply market. We intend to continue to develop additional
features and functionality in order to maintain our position as a technology
leader.

  Leverage technology and relationships into markets for other indirect goods
and services. We believe that the architecture of our travel procurement and
supply solutions is extendable to markets for other indirect goods and
services, such as information technology and telecommunications equipment,
professional services and office supplies. Furthermore, we believe that the
relationships we have developed with our business customers will enable us to
extend our solutions into markets for other indirect goods and services and
provide us with significant cross-selling opportunities.

                                       43
Solutions and Services

  We provide Internet-based travel procurement and supply solutions for
businesses, travel suppliers and ePartners. All of our solutions are fully-
hosted, scalable and customizable and allow our customers the freedom to select
their preferred computer reservation system and travel agency.

  ITN Global Manager. ITN Global Manager is a full-service Internet-based
travel reservation and booking solution for businesses. This solution combines
sophisticated cost, supplier, and travel policy management features with an
intuitive user-friendly interface. Our solution is configurable to incorporate
our customer's corporate travel policies, which typically include travel class
options, travel supplier preferences, hotel room rates and car rental prices.

  ITN Global Manager provides corporate travel managers with the capability to
easily:

  . change computer reservation systems;

  . change, update and enforce multi-level corporate travel policies;

  . view current status of volume-based negotiated contracts;

  . specify preferred and non-preferred vendors;

  . enforce use of preferred vendors and negotiated rates;

  . generate travel reports in a variety of formats;

  . analyze current and historical travel activity for online and travel
    agency-generated reservations;

  . monitor traveler use and purchasing behavior; and

  . determine ticketing method based on time and cost saving criteria.

  ITN Global Manager provides travelers with the capability to easily:

  . book a complete travel itinerary, including airlines, hotels and car
    rentals;

  . save profiles and preferences;

  . adjust itineraries as travel plans change;

  . view real-time airline seat maps and reserve a specific seat;

  . receive customized maps and driving directions based on their travel
    itineraries;

  . review previous travel itineraries;

  . compare and choose ticket prices;

  . book reservations for multiple travelers; and

  . comply with corporate travel policies.

  ITN FlightRez. ITN FlightRez is an Internet-based booking and reservation
solution designed for travel suppliers. This solution allows travel suppliers
to serve travelers directly from the travel suppliers' Web sites. ITN FlightRez
allows a travel supplier to selectively present fares, integrate affinity
programs, and provide traveler support, 24 hours a day, seven days a week. In
addition, ITN FlightRez allows the flexibility to design a Web site in
accordance with the design specifications of the travel supplier.

  ITN FlightRez enables the travel supplier to offer:

  . a customized and branded front-end user interface;

  . booking capabilities for multiple airlines, hotels and car rental
    agencies;

  . a low-fare search engine which allows travelers to compare prices;

                                       44
. discounted fares and sales promotions;

  . targeted direct marketing campaigns through e-mail;

  . E-ticketing capabilities;

  . real-time seat maps for selection and reservation of specific seats;

  . maps and driving directions based on travelers' itineraries; and

  . access to previous travel itineraries.

  ePartner Solution. Our ePartner solution is an Internet-based booking and
reservation solution that offers the same capabilities as our ITN FlightRez
solution to Internet-based content and electronic commerce providers and travel
agencies.

  Professional Services. Our professional services organization provides the
following services which are an integral part of our comprehensive solution:

  . design, customization, implementation and maintenance of our travel
    procurement and supply solutions;

  . training and education programs designed to promote enterprise-wide
    adoption of our solutions; and

  . technical support, implementation of product upgrades, and integration of
    added functionality to meet our customers' evolving needs.

  Traveler Support. We provide ticketing, fulfillment and telephone support to
travelers. Our objective is to assist travelers in resolving any technical,
functional or travel-related questions. This support is provided from a
traveler support center located in Palo Alto, California. We have also recently
purchased a call center located in Fort Lauderdale, Florida, which will enable
us to expand our customer support services across a wider range of time zones.
We expect that this support center will be operational in late 1999.

Customers

  Businesses. We primarily target businesses with significant travel
expenditures, travel suppliers and potential ePartners. As of August 31, 1999,
we had 53 business customers. The table below is a representative list of our
current business customers:
Boeing                                   Nokia
   Chevron                                  PeopleSoft
   Credit Suisse First Boston               Procter & Gamble
   Hewlett-Packard                          PricewaterhouseCoopers
   Institute of Electrical and Electronics
   Engineers                                Tektronix
   Kodak                                    Texas Instruments
   Lawrence Berkeley National Laboratory    Toyota
   Nabisco                                  University of California, Berkeley
   NationsBank                              VeriFone
   Nike                                     Xerox
Lucent Technologies became one of our customers in June 1999. In addition,
Cisco Systems has chosen ITN Global Manager as its travel procurement solution
and is currently in a pilot program evaluating ITN Global Manager prior to full
deployment. There can be no assurance, however, that the pilot program will be
successful or that full deployment will be achieved.

  Travel suppliers and ePartners. Our travel supplier customers are All Nippon
Airways, Lauda Air, National Airlines, United Air Lines and Virgin Atlantic
Airways. Our ePartners include Cendant, TRAVEL.com, Computravel, TRIP.com and
CNN Interactive.

                                       45
On August 27, 1999, we entered into an agreement with Northwest Airlines to
develop a Web site through which Northwest Airlines intends to offer low fare
tickets. We are seeking to extend our relationship with Northwest Airlines to
implement our solutions on its primary Web site, www.nwa.com.

  On August 27, 1999, we entered into a non-binding letter of intent with
America West Airlines to implement our solutions on America West Airlines' Web
site, www.americawest.com.

  On September 14, 1999, we entered into a non-binding letter of intent with
Air Canada to implement our solutions on Air Canada's Web site,
www.aircanada.ca.

  We might not enter into definitive agreements with America West Airlines or
Air Canada regarding these Web sites, or Northwest Airlines might not adopt our
solution for its primary Web site, www.nwa.com. See "Risk Factors--We rely on
suppliers of travel services and products."

Relationship with American Express

  On September 14, 1999, we entered into an agreement with American Express
under which American Express has agreed to promote and market customized, co-
branded versions of our Internet-based travel procurement solutions to their
customers and potential customers. Once we have completed development according
to American Express' specifications, American Express will market these
solutions to large, middle market and small business customers as well as
consumers as described below:

  . Large businesses with the highest volumes of corporate air travel
    expenditures: American Express will promote and vigorously market, except
    in the United Kingdom and Germany, our co-branded solution to at least
    30% of a specified list of the world's largest companies during the first
    year, increasing to 37.5% of these companies in the second year and 45%
    of these companies in the third year.

  . Middle market businesses: American Express will promote and vigorously
    market our co-branded solution for a period of three years.

  . Small businesses: American Express will exclusively use our co-branded
    solution on its Web sites targeting small businesses for a period of
    three years.

  . Consumers: Starting January 27, 2000, American Express will exclusively
    use our co-branded solution on its Web sites targeting consumers for a
    two-year period. In addition, commencing January 27, 2000, we will
    transfer the rights to the domain names, www.itn.net and www.itn.com, our
    consumer-oriented Web site, and the associated customer information, to
    American Express.

  Under the agreement, we will be entitled to receive fixed quarterly payments.
A portion of the fixed payments will be subject to reimbursement if a specified
number of visitors to www.itn.net and www.itn.com do not register on American
Express' site. In addition, we will be entitled to receive transaction fees
with guaranteed annual minimums. Our annual minimums are subject to reduction
based upon failure to meet certain development timetables. However, we might
not realize any benefit from our recent agreement with American Express, and
our relationship with American Express may not be successful.

Sales and Marketing

  We market and sell our solutions to our customers primarily through a direct
sales force with offices in the United States and the United Kingdom. Our
target customers include businesses with significant travel expenditures,
travel suppliers and ePartners. For potential business customers, our sales
efforts generally target the chief financial officer, the chief information
officer and the corporate travel manager. Within travel suppliers, we generally
target the officer responsible for distribution and the chief information
officer. The centralization of travel solution purchase decisions allows us to
penetrate most businesses on an enterprise-wide basis, which enables us to grow
our revenues with a smaller sales force than would otherwise be possible. In
addition, we believe that the relationships that we develop with senior
executives through the sales process will facilitate our ability to extend our
solutions into other indirect goods and services.

                                       46
Our sales and marketing activities are aimed at educating customers and
potential customers about the advantages of our solutions. Our marketing
program includes our Web site, seminars, direct mailings, trade shows,
advertising and public relations events. Our marketing organization assesses
industry trends and analyzes customer and industry feedback in order to help
provide product direction to our development organizations. We collect data
directly from customer visits and our sales force, as well as through customer
advisory meetings, forums and participation in industry trade organizations. In
addition, we work with some of our customers to promote our solutions to
others. For example, United Air Lines has promoted ITN FlightRez to its Star
Alliance partners and American Express has agreed to sell and promote
customized, co-branded versions of our solutions.

Technology

  Our travel procurement and supply solutions incorporate proprietary
technology and technology licensed from third parties. Our solutions are
designed to be highly configurable, scalable and robust.

  Highly configurable architecture. As of July 31, 1999, we hosted more than
200 travel booking Web sites running similar executable application codes
configured for a customer's set of business rules and the appearance and
navigation of the customer's Web site. This system can be rapidly deployed and
configured for each customer. The architecture relies on a three-layer system
design, which enables the customization of each Web site. The presentation
layer is served by Netscape Enterprise Server software with the dynamic
rendering of Web pages done by a combination of a proprietary command
language/interpreter, HTML and Javascript. Most of the business logic rules in
the application layer can be readily configured by either our personnel or by
our customers. All configuration is done with special security access through a
Web browser. The data layer is hosted in either a commercial relational or a
proprietary database, depending on the nature of the database records.

  Scalable platforms. In order to design a highly scalable and robust
environment, we use only commercially-supported versions of the Unix operating
system. All application and Web servers run on Sun Microsystem's Solaris and
Hewlett Packard's HP-UX operating systems. We continually evaluate our capacity
needs to better meet customer demand for scalability.

  Data center operations. In addition to our data center in Palo Alto,
California, we have data centers at Exodus Communications' hosting facilities
in Santa Clara, California and Sterling, Virginia. Communication between the
two Exodus centers takes place across a portion of a fiber optic line. This
fault tolerant, redundant network design enables automatic switching of data
paths in the event of an outage on one of the network switches. Redundant
routers enable our customers to access these data centers through either the
Internet, a dedicated T1 line or other leased-line circuits. We load balance
traffic across the various Web servers and across these data centers.

  Development methodology. Our solutions are developed using commercially
available compilers, debuggers and profiling tools. All of our releases are
preceded by a rigorous testing process. In addition, we schedule and release
upgrades to our solutions on a regular basis.

  We currently license third-party technology and will continue to evaluate
third-party technology for integration into our solutions. For example, we
license data analysis and reporting software from Cognos, Inc. for our
solutions.

Competition

  The market for Internet-based travel procurement and supply solutions is new,
intensely competitive and rapidly evolving and we expect competition to
intensify in the future. Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and

                                       47
results of operations. We currently, or potentially may, compete with a variety
of companies. Our primary competition currently comes from or is anticipated to
come from companies in the following categories:

  . providers of online travel products and services to businesses, such as
    Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
    AXI and Microsoft;

  . other online providers of indirect goods and services such as Ariba, Inc.
    and Commerce One, Inc.; and

  . traditional travel service providers, including travel agencies.

  In addition, we compete with consumer Web sites, such as Microsoft's Expedia,
Sabre's Travelocity and Preview Travel.

  We believe the principal factors on which we compete include:

  . cost effectiveness of our solutions;

  . flexibility to operate with multiple travel agencies and computer
    reservation systems;

  . ease of implementation and customization;

  . data analysis and reporting capabilities;

  . traveler and technical support;

  . convenience and ease of use;

  . selection of products and services;

  . reliability and speed of fulfillment; and

  . price.

  Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do and may enter into strategic or commercial relationships with
larger, more established and well-financed companies. In addition, many of
these companies may have more technical and marketing personnel, and more
established customer support and professional services organizations than we
do. Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition. Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings. It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our solutions to become obsolete.

Intellectual Property and Other Proprietary Rights

  We depend on our ability to develop and maintain the proprietary aspects of
our technology. To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade
secrets and patent, copyright and trademark laws.

  We seek to protect our trade secrets through a number of means, including but
not limited to, requiring those persons with access to our proprietary
information, including all of our employees and consultants, to execute
confidentiality agreements with us and restricting access to our source code,
trade secrets and other intellectual property. We seek to protect our
solutions, documentation and other written materials under trade secret and
copyright laws, which afford only limited protection. We cannot assure you that
any of our proprietary rights will be viable or of value in the future since
the validity, enforceability and type of protection of proprietary rights in
Internet-related industries are uncertain and constantly evolving.

  We presently have one U.S. patent application pending. It is possible that
any pending or future patents, if issued, may be successfully challenged, or
that no patents will be issued from our pending patent application. It

                                       48
is also possible that we may not develop proprietary solutions or technologies
that are patentable, that any patent issued to us may not provide us with any
competitive advantages, or that the patents of others will seriously harm our
ability to do business.

  ITN is registered as a trademark in the United States. We have filed
trademark applications in the United States for GetThere.com, ITN FlightRez and
ITN Global Manager. We have filed trademark applications in the European Union
for GetThere, ITN FlightRez and ITN Global Manager. In addition, we have filed
a trademark application in Tunisia for GetThere. The above mentioned trademark
applications are subject to review by the applicable governmental authority,
may be opposed by private parties and may not be issued. In addition, any
claims or customer confusion related to our trademark, or our failure to obtain
trademark registration, would harm our business and operating results. We are
aware of a pending trademark application in the European Union filed by a
company for the mark GETTHERE!. We have discussed the rights related to this
mark with this company and have not resolved this matter. If it is determined
that the mark is validly held by this company, we may be unable to use the mark
in the European Union, which could significantly harm our ability to expand our
brand awareness in the European Union.

  We rely on technology that we license from third parties, including software
that is integrated with internally developed software and systems. If we are
unable to continue to license any of this software on commercially reasonable
terms, we will face delays in releases of our software until equivalent
technology can be identified, licensed or developed, and integrated into our
current solutions. These delays, if they occur, could seriously harm our
business.

  Despite our efforts to protect our proprietary rights, unauthorized parties
may copy aspects of our solutions or obtain and use information that we regard
as proprietary. In addition, the laws of some foreign countries do not protect
our proprietary rights to as great an extent as do the laws of the United
States. Our means of protecting our proprietary rights may not be adequate and
our competitors may independently develop similar technology, duplicate our
solutions or design around patents issued to us or our other intellectual
property.

  There has been a substantial amount of litigation in the Internet industry
regarding intellectual property rights. It is possible that in the future third
parties may claim that we or our current or potential future solutions infringe
their intellectual property. We expect that providers of electronic commerce
solutions will increasingly be subject to infringement claims as the number of
products and competitors in our industry segment grows and the functionality of
products in different industry segments overlaps. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause delays in
releases of our solutions or require us to enter into royalty or licensing
agreements. Royalty or licensing agreements, if required, may not be available
on terms acceptable to us or at all, which could seriously harm our business.

Government Regulation

  Certain segments of the travel industry are heavily regulated by the United
States and international governments, and accordingly our solutions are
affected by such regulations. For example, we are subject to United States
Department of Transportation regulations prohibiting unfair and deceptive
practices. In addition, Department of Transportation regulations concerning the
display and presentation of information that are currently applicable to the
computer reservation systems could be extended to us in the future, as well as
other laws and regulations aimed at protecting consumers accessing online
travel services. In California, under the Seller of Travel Act, we are required
to register as a seller of travel, comply with certain disclosure requirements
and participate in California's restitution fund.

  We are also subject to regulations applicable to businesses generally and
laws or regulations directly applicable to online commerce. Although there are
currently few laws and regulations directly applicable to the Internet and
commercial online services, it is possible that a number of laws and
regulations may be adopted covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and

                                       49
quality of products and services. For example, some consumer organizations have
raised concerns claiming that favorable pricing terms provided by travel
suppliers solely to online users is unfair and discriminatory against those
without Internet access. Furthermore, the growth and development of the market
for electronic commerce may lead to more stringent consumer protection laws
that may impose additional burdens on companies conducting business online. The
adoption of any additional laws or regulations may decrease the growth of the
Internet or commercial online services, which could decrease the demand for our
solutions and services and increase our cost of doing business.

  Moreover, the applicability to the Internet and commercial online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. For example, tax authorities in a number of states
are currently reviewing the appropriate tax treatment of companies engaged in
electronic commerce, and new state tax regulations may subject us to additional
state sales and income taxes. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to our business or the application of existing laws and
regulations to the Internet and commercial online services could significantly
harm our business and operating results.

Employees

  At July 31, 1999, we had a total of 231 employees. None of our employees is
subject to a collective bargaining agreement and we believe that our relations
with our employees are good.

  Our future operating results depend in significant part on the continued
service of our key technical, sales and senior management personnel, none of
whom are bound to serve us for any specified term. Our future success also
depends on our ability to attract and retain highly qualified technical, sales
and senior management personnel. Competition for these personnel is intense,
and we may not be able to retain our key technical, sales and senior management
personnel or attract these personnel in the future. We have experienced
difficulty in recruiting qualified technical, sales and senior management
personnel, and we expect to experience these difficulties in the future. If we
are unable to hire and retain qualified personnel in the future, our business
and operating results could be significantly harmed.

Facilities

  Our principal executive offices are located in Palo Alto, California, where
we lease approximately 21,000 square feet under leases with varying expiration
dates through March 2001. We intend to move our headquarters to Menlo Park,
California, where we lease approximately 66,000 square feet under a lease that
expires in May 2004. We have recently acquired a call center located in Fort
Lauderdale, Florida, where we lease approximately 10,000 square feet under
leases with varying expiration dates through May 2001. We also have a sales
office in the United Kingdom, where we lease approximately 300 square feet
under a lease that expires in September 1999. We have entered into a lease for
approximately 5,000 square feet for an engineering development center in
Dallas, Texas.

Legal Proceedings

  We are not aware of any pending legal proceedings against us that,
individually or in the aggregate, would significantly harm our business and
operating results. In the future, we may be party to litigation arising in the
course of our business, including claims that we allegedly infringe third-party
intellectual property rights. These claims, even if not meritorious, could be
time consuming, result in costly litigation or arbitration and divert the
attention of management.

                                       50
MANAGEMENT

Executive Officers and Directors

  Our executive officers and directors and their ages as of July 31, 1999 are
as follows:
Name                                  Age  Position
Gadi Maier..........................  42   President, Chief Executive Officer
                                            and Director
 Kenneth R. Pelowski.................  39   Chief Operating Officer and Chief
                                            Financial Officer
 Eric Sirkin.........................  46   Vice President of Engineering
 Daniel Whaley.......................  30   Chief Technical Officer and
                                            Director
 Richard D.C. Whilden................  65   Chairman of the Board and Director
 Jeffrey D. Brody....................  39   Director
 William R. Hambrecht................  63   Director
 John Ueberroth......................  56   Director
 Dale J. Vogel.......................  55   Director
Gadi Maier has served as president and chief executive officer since January
1999. From August 1997 to December 1998, he served as chief executive officer
of Memco Software, which provides security technology as well as UNIX and NT
security software. Prior to Memco, Mr. Maier served as vice-president and
general manager for Cisco Systems' Internet Business Unit from June 1996 to
August 1997. From September 1988 to June 1996, Mr. Maier worked at Oracle
Corporation, where he held various senior management positions, including
founder of Oracle/Japan, general manager for new technologies, and head of
worldwide sales and operations for the Network Computer Division. Mr. Maier
received his B.S. in natural resource economics as well as his M.B.A. in
marketing and finance from the University of California, Berkeley.

  Kenneth R. Pelowski has served as chief operating officer and chief financial
officer since April 1999. From September 1997 to March 1999, he served as
executive vice president and chief financial officer of Preview Travel, a
company that provides online travel services for small business and leisure
travelers. From July 1996 to August 1997, Mr. Pelowski served as vice president
of corporate development for General Instruments. From March 1995 to July 1996,
he worked at Quantum Corporation, where he served as vice president for
corporate planning and development. Prior to this, Mr. Pelowski spent seven
years at Sun Microsystems, where he served as senior director for corporate
development. Mr. Pelowski holds a B.S.E. in electrical engineering from the
University of Michigan, an M.S.E. in computer engineering from Wayne State
University, and an M.B.A. from the University of Michigan.

  Eric Sirkin has served as vice president of engineering since December 1998.
From August 1998 to December 1998, he acted as vice-president of engineering at
Filanet Corporation, which creates networking products for computer systems.
From December 1997 to April 1998, Dr. Sirkin served as vice president of
product development at Signafy Corporation, a software application company.
From January 1991 to March 1997, Dr. Sirkin served as director of interactive
media systems at Apple Computer, Inc. Earlier in his eighteen-year career in
the computer industry, Dr. Sirkin held various positions at Xerox Palo Alto
Research Corporation and Zoran Corporation. Dr. Sirkin received his B.S.C. in
chemistry from the University of Wisconsin at Madison and his Ph.D in chemistry
from the University of California, Berkeley.

  Daniel Whaley is one of the founders of GetThere.com and has served as a
director since August 1995. He is currently serving as our chief technical
officer. Previously, he has held the positions of president and vice president
of engineering. Prior to founding GetThere.com, Mr. Whaley served as vice
president of Sunnyside Computing from March 1994 to April 1995. He holds a B.A.
in English from the University of Illinois.

                                       51
Richard D.C. Whilden has served as chairman of the board of directors and as
a director of GetThere.com since May 1996. He served as our chief executive
officer from March 1998 until January 1999. Mr. Whilden currently serves as a
principal of the Contrarian Group, an investment management company. He is a
director of Ambassadors International, Inc., an educational travel, travel
services and performance improvement company, and also served as the managing
director for the recently completed Council on California Competitiveness. Mr.
Whilden was formerly chairman and chief executive officer of Independent
Bancorp of Arizona, which was sold to Norwest Bank in 1995. Prior to that he
was an executive vice president for TRW where he was responsible for all of
TRW's consumer credit reporting and related information services businesses.
Earlier at TRW he had extensive management responsibilities in their aerospace
division. Mr. Whilden successfully developed a major spacecraft program at
NASA, for which he was awarded the Public Service Medal. Mr. Whilden received
his B.S. in business from the University of the Redlands.

  Jeffrey D. Brody has served as a director since April 1996. Mr. Brody has
been employed at Brentwood Venture Capital since April 1994, and has been a
general partner since October 1995. From December 1988 to April 1994, Mr. Brody
was senior vice president of Comdisco Ventures, a venture leasing company. Mr.
Brody is a member of the board of directors of Concur Technologies and
NextCard, Inc., and serves on the compensation committee for both companies.
Mr. Brody also serves on the board of directors of several private companies.
He received his B.S. in engineering from the University of California,
Berkeley, and his M.B.A. from the Stanford University Graduate School of
Business.

  William R. Hambrecht has served as a director since May 1998. He is currently
the chairman and chief executive officer of WR Hambrecht + Co, a full service
Internet investment bank, which he founded in 1998. Prior to this, Mr.
Hambrecht was with Hambrecht & Quist, an investment banking firm specializing
in high growth technology companies, which he co-founded in 1968. He sits on
the board of KQED, Inc., San Francisco's public radio and television station,
and Beacon Education Management, which manages charter schools. Mr. Hambrecht
holds a B.A. from Princeton University.

  John Ueberroth has served as a director since April 1996. Mr. Ueberroth has
served as president, chief executive officer, and a director of Ambassadors
International, Inc., an educational travel, travel services and performance
improvement company, since 1995, and as president of Ambassadors Performance
Group, Inc. since April 1999. Since 1989, Mr. Ueberroth has been a principal of
The Contrarian Group, an investment management company. From 1990 to 1993, he
served as chairman and chief executive officer of Hawaiian Airlines. From 1980
to 1989, Mr. Ueberroth served as president of Carlson Travel Group. He
currently serves as co-chairman and is a director of SatoTravel. Mr. Ueberroth
received his B.S. in business administration from the University of California,
Berkeley, and his M.B.A. from the University of Southern California. Mr.
Ueberroth also served as a Lieutenant in the United States Navy.

  Dale J. Vogel has served as a director since April 1997. Mr. Vogel is
currently a partner with U.S. Venture Partners, and has been with the firm
since April 1990. From July 1984 until April 1990, Mr. Vogel was a partner with
Norwest Venture Capital. He served as president of K2 Corporation from 1980
until 1984. Mr. Vogel serves on the boards of Concur Technologies and Gymboree
Corporation, and currently serves on several private company boards. Mr. Vogel
received his B.S. in industrial engineering from San Jose State University, and
his M.B.A. from Harvard Business School.

  Under our certificate of incorporation, each of the series D1, series D2 and
series D3 preferred stock is entitled to elect one director to our board of
directors. Each of these series has only one share authorized. American Express
owns the series D3 preferred share, and, as discussed below, United Air Lines,
through its wholly owned subsidiary Covia LLC, has an option to purchase the
series D1 and series D2 preferred shares. American Express, as the holder of
the one outstanding share of series D3 preferred stock, has the right to elect
a person to our board of directors. We expect that after the completion of this
offering, Jonathan S. Linen will be appointed to our board of directors as the
series D3 preferred stock representative. Mr. Linen serves as the vice chairman
of American Express, a position he has held since August 1993. From March 1992
to August 1993, Mr. Linen served as president and chief operating officer of
American Express Travel Related Services. From June 1990 to March 1992, he
served as president and chief executive officer of The Shearson Lehman Brothers
Division of Shearson Lehman Brothers, Inc.

                                       52
Under the terms of our shareholders agreement, so long as Covia (and/or
United Air Lines or an entity controlling or controlled by United Air Lines)
holds at least 3,651,430 shares of our common stock (assuming exercise of any
warrants to purchase our common stock currently held by Covia) and Covia does
not hold our series D1 preferred stock or series D2 preferred stock, we will
use our best efforts to nominate for election to our board of directors one
person that is an independent industry representative or a representative of
one of our strategic partners that is satisfactory to United Air Lines. In
addition, under the terms of our shareholders agreement we will also invite,
subject to our fiduciary obligations, a representative of United Air Lines to
attend our board of directors meetings in a nonvoting observer capacity. These
rights terminate upon the earlier of the following:

  . Covia purchases our series D1 or D2 preferred stock;

  .  Covia (and/or United Air Lines or an entity controlling or controlled by
     United Air Lines) holds less than 3,651,430 shares of our common stock
     (assuming exercise of any warrants to purchase our common stock
     currently held by Covia);

  .  May 10, 2001;

  .  a breach of the standstill agreement by a party to the agreement other
     than Covia or United Air Lines, unless the breach is unintentional and
     cured within a specified time; or

  .  a third party's:

    .  commencement of or publicly announced intention to acquire 15% or
       more of our outstanding stock (or 10% or more of our outstanding
       stock in the case of certain specified companies);

    .  acquisition or beneficial ownership of 15% or more of our
       outstanding stock (or 10% or more of our outstanding stock in the
       case of certain specified companies), provided that the third party
       has also filed a Schedule 13D reserving the right to hold the
       securities with the purpose of changing or influencing control over
       us;

    .  acquisition of all or substantially all of our assets;

    .  filing a notification under the Hart-Scott-Rodino Act reflecting an
       intent to acquire all or substantially all of our assets;

    .  agreement to acquire us or public announcement of its intention to
       acquire us;

    .  solicitation of proxies in opposition to any proxy solicitation
       being conducted by us;

    .  public announcement of its intention to do any of the foregoing
       actions; or

    .  entering into substantive discussions with our board of directors or
       any of our executive officers with knowledge of any four members of
       our board of directors regarding any of the foregoing actions.

  In addition, we have granted an option to Covia to purchase one share of our
series D1 preferred stock and one share of our series D2 preferred stock at an
exercise price of $10.00 per share. Covia must hold at least 2,434,287 shares
of our capital stock in order to exercise its right to purchase the share of
series D1 preferred stock. Covia must hold at least 3,651,430 shares of our
capital stock in order to exercise its right to purchase the share of series D2
preferred stock. If Covia purchases the share of series D1 preferred stock,
Covia will have the right to elect a person to our board of directors so long
as Covia holds the share of Series D1 preferred stock. If Covia purchases the
share of series D2 preferred stock, Covia will have the right to elect another
person to our board of directors so long as Covia holds the share of series D2
preferred stock.

                                       53
Furthermore, if Covia purchases either the share of series D1 preferred stock
or the share of series D2 preferred stock, our obligation to nominate a board
member satisfactory to United Air Lines and the right to have a representative
of United Air Lines to attend our board of directors meetings will terminate.

  The option to purchase our series D1 or series D2 preferred stock will
terminate on the earlier of:

  .  May 10, 2001;

  .  a breach of the standstill agreement by a party to the agreement other
     than Covia or United Air Lines, unless the breach is unintentional and
     cured within a specified time;

  . a third party's:

    . commencement of or publicly announced intention to acquire 15% or
      more of our outstanding stock (or 10% or more of our outstanding
      stock in the case of certain specified companies);

    . acquisition or beneficial ownership of 15% or more of our outstanding
      stock (or 10% or more of our outstanding stock in the case of certain
      specified companies), provided that the third party has also filed a
      Schedule 13D reserving the right to hold the securities with the
      purpose of changing or influencing control over us;

    . acquisition of all or substantially all our assets;

    . filing a notification under the Hart-Scott-Rodino Act reflecting an
      intent to acquire all or substantially all of our assets;

    . agreement to acquire us or public announcement of its intention to
      acquire us;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us;

    . public announcement of its intention to do any of the foregoing
      actions; or

    . entering into substantive discussions with our board of directors or
      any of our executive officers with knowledge of any four members of
      our board of directors regarding any of the foregoing actions;

  . Covia's breach of its standstill agreement with us;

  . Covia's transfer or attempt to transfer the option to an entity that does
    not control or is not controlled by United Air Lines; or

  . Covia holding less than 2,434,287 shares of our common stock (assuming
    exercise of warrants currently held by Covia).

  In addition, we have the right to repurchase the series D1 and D2 preferred
stock at Covia's original purchase price upon the occurrence of any of the
events specified above.

  We also have the right to repurchase the share of series D1 preferred stock
if Covia holds less than 2,434,287 shares of our common stock and the right to
repurchase the share of Series D2 preferred stock if Covia holds less than
3,651,430 shares of our common stock (in each case assuming the exercise of
warrants currently held by Covia).

  For a description of the rights of our series D1 preferred stock, series D2
preferred stock and series D3 preferred stock, including conversion rights, see
"Description of Capital Stock."

Board Committees

  The board of directors has established a compensation committee and an audit
committee.

  Audit Committee. The audit committee of the board of directors has
responsibility for reviewing and monitoring our corporate financial reporting
and external audits, including out internal control functions, the

                                       54
results and scope of the annual audit and other services provided by our
independent auditors and our compliance with legal matters that have a
significant impact on our financial reports. The audit committee also consults
with management and our independent auditors before the presentation of
financial statements to stockholders and, as appropriate, initiates inquiries
into aspects of our financial affairs. In addition, the audit committee has the
responsibility to consider and recommend the appointment of, and to review fee
arrangements with, our independent auditors. The current members of the audit
committee are Messrs. Whilden and Vogel.

  Compensation Committee. The compensation committee of the board of directors
reviews and makes recommendations to the board regarding all forms of
compensation provided to our executive officers and directors, including stock
compensation and loans. In addition, the compensation committee reviews and
makes recommendations on bonus and stock compensation arrangements for all of
our employees. As part of these responsibilities the compensation committee
also administers or will administer our 1996 stock plan, 1999 equity incentive
plan and 1999 employee stock purchase plan. The current members of the
compensation committee are Messrs. Brody, Ueberroth and Vogel.

Director Compensation

  Although we reimburse members of the board of directors for their out-of-
pocket expenses associated with their participation as members of the board of
directors, directors receive no cash compensation for their service as
directors or for their service on any committee of the board of directors. We
may, in the future, adopt a cash compensation plan for non-employee members of
our board of directors. Non-employee directors are eligible to receive
automatic grants of options to purchase shares of our common stock. For more
information see "Stock Plans--1999 Directors' Stock Option Plan."

Compensation Committee Interlocks and Insider Participation

  None of our executive officers serve on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of our board or compensation committee, nor has any such
interlocking relationship existed in the past.

Indemnification of Directors and Executive Officers and Limitation of Liability

  As permitted by the Delaware General Corporation Law, our amended and
restated certificate of incorporation provides that no director will be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability:

  . for any breach of the director's duty of loyalty to us or our
    stockholders;

  . for acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law;

  . for unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided in Section 174 of the Delaware General
    Corporation Law; and

  . for any transaction from which the director derived an improper personal
    benefit.

  Our amended and restated bylaws further provide that we must indemnify our
directors and executive officers and may indemnify our other officers and
employees and agents to the fullest extent permitted by Delaware law. We
currently maintain liability insurance for our officers and directors, and have
received approval from our board to purchase additional directors' and
officers' liability coverage with respect to our initial public offering.

  We have entered into indemnification agreements with each of our directors
and officers. These agreements require us, among other things, to indemnify
such directors and officers for certain expenses

                                       55
(including attorneys' fees), judgments, fines, penalties and settlement amounts
incurred by any such person in any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism by reason of any
event or occurrence arising out of such person's services as a director or
officer of GetThere.com or any other entity for which such services are
performed at the request of GetThere.com.

  There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents as to which indemnification is being sought. We
are not aware of any pending or threatened litigation or proceeding that might
result in a claim for such indemnification.

Executive Compensation

  The following table sets forth information regarding the compensation for the
fiscal year ended January 31, 1999, of each individual who served as our chief
executive officer during that fiscal year and our other executive officers who
served as executive officers at the end of that fiscal year. These individuals
are collectively referred to as Named Executive Officers.

                           Summary Compensation Table
Long-Term Compensation
                                Annual Compensation           Awards
                                -------------------- -------------------------
                                                      Restricted   Securities
                                                        Stock      Underlying
Name and Principal Position     Salary ($) Bonus ($) Award(s) ($)  Options (#)
Gadi Maier(1)..................    20,769      --          --        100,000
 president and chief executive
  officer

Richard D.C. Whilden(2)........   237,827      --      104,000(3)        --
 former president and chief
  executive officer

Kenneth G. Swanton(4)..........   233,358   15,000         --            --
 former president and chief
  executive officer

Eric R. Sirkin(5)..............    22,212      --          --        450,000
 vice president of engineering

Daniel Whaley..................   155,385    4,000         --            --
 chief technical officer
---------------------
(1) Mr. Maier became an employee on December 28, 1998, and became our president
    and chief executive officer on January 11, 1999. His current annual salary
    is $240,000.
(2) Mr. Whilden served as our president and chief executive officer on an
    interim basis from March 11, 1998, to January 11, 1999. The amount shown as
    Mr. Whilden's salary includes $35,250 paid to him for services rendered as
    a member of our board of directors.
(3) This award covered 650,000 restricted shares of our common stock of which
    162,500 shares were fully vested at the time of the award. During the
    period from March 10, 1998 through March 9, 1999, the remaining unvested
    shares vested at the rate of 13,542 for each month of continuous service
    completed by Mr. Whilden in any capacity. During the period from March 10,
    1999 through March 9, 2000, the shares vest at the rate of 27,083 for each
    month of continuous service. All of the shares vest on March 10, 2000, if
    Mr. Whilden's service is continuous until that date. As of January 31,
    1999, Mr. Whilden held 650,000 shares of our restricted stock with an
    aggregate value on that date of $650,000. The shares currently do not pay
    dividends but have the same dividend rights as the other shares of our
    common stock.
(4) Mr. Swanton served as our president and chief executive officer until March
    11, 1998. He remained an employee until August 31, 1998.
(5) Dr. Sirkin became an employee on December 7, 1998. His current annual
    salary is $165,000.

                                       56
Option Grants in Last Fiscal Year

  The table below sets forth each grant of stock options to each of the Named
Executive Officers during the fiscal year ended January 31, 1999.

  The exercise price of each option was equal to the fair market value of our
common stock as valued by the board of directors on the date of grant. The
exercise price may be paid in cash, in shares of our common stock valued at
fair market value on the exercise date or through a cashless exercise procedure
involving a same-day sale of the purchased shares. Some of our officers may
also pay the exercise price with a promissory note. The fair market value of
our common stock was estimated by the board of directors on the basis of the
purchase price paid by investors for shares of our preferred stock (taking into
account the liquidation preferences and other rights, privileges and
preferences associated with the preferred stock) and an evaluation by the board
of our revenues, operating history and prospects.

  The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange Commission
and does not represent our prediction of our stock price performance. The
potential realizable values at 5% and 10% appreciation are calculated by
assuming that the estimated fair market value on the date of grant appreciates
at the indicated rate for the entire term of the option and that the option is
exercised at the exercise price and sold on the last day of its term at the
appreciated price. The initial public offering price is higher than the
estimated fair market value on the date of grant, and the potential realizable
value of the option grants would be significantly higher than the numbers shown
in the table if future stock prices were projected to the end of the option
term by applying the same annual rates of stock price appreciation to the
initial public offering price.
Potential Realizable
                                                                               Value at Assumed
                                                                                Annual Rates of
                                                                                  Stock Price
                                                                               Appreciation for
                                         Individual Grants                        Option Term
                         --------------------------------------------------- ---------------------
                                        Percent of
                         Number of        Total
                         Securities      Options
                         Underlying     Granted to
                          Options      Employees in    Exercise   Expiration
Name                      Granted     Fiscal Year(1) Price ($/Sh)    Date      5% ($)    10% ($)
Gadi Maier..............  100,000(2)       6.43%         1.00     12/27/2008     62,889    159,374
Richard D.C. Whilden....      --            --            --             --         --         --
Kenneth G. Swanton......      --            --            --             --         --         --
Eric R. Sirkin..........  450,000(3)      28.95%         1.00     12/16/2008    283,003    717,184
Daniel Whaley...........      --            --            --             --         --         --
---------------------
(1) Based on a total of 1,554,250 option shares granted to our employees under
    our 1996 stock incentive plan during fiscal 1999.
(2) This option is exercisable at any time. However, we may repurchase the
    shares acquired by exercising the option at the original exercise price if
    the optionee's service terminates before the shares vest. The shares vest
    on the earliest of (a) the date when the optionee completes 12 months of
    continuous service, (b) the date of the optionee's death, (c) termination
    of the optionee's service due to disability or (d) the date when
    GetThere.com is subject to a change in control.
(3) This option is exercisable at any time with respect to 100,000 shares,
    became exercisable on January 1, 1999, with respect to 100,000 shares,
    becomes exercisable on January 1, 2000, with respect to 100,000 shares,
    becomes exercisable on January 1, 2001, with respect to 100,000 shares and
    becomes exercisable on January 1, 2002, with respect to the remaining
    50,000 shares. We may repurchase the shares acquired by exercising the
    option at the original exercise price if the optionee's service terminates
    before the shares vest. 56,250 of the shares vest when the optionee
    completes six months of continuous service. 9,375 of the shares vest when
    the optionee completes each month of continuous service thereafter, until
    all shares are vested after four years of service. The shares vest in full
    if GetThere.com is subject to a change in control.

                                       57
Fiscal Year End Option Values

  The following table sets forth, for each Named Executive Officer, the number
and value of securities underlying options that were held by him as of January
31, 1999. No options were exercised by Named Executive Officers in the year
ended January 31, 1999.

  Amounts shown under the column "Value of Unexercised In-the-Money Options at
Fiscal Year End" are based on the fair market value of our common stock at
January 31, 1999, as determined by our board of directors at that time, $1.00
per share, less the exercise price payable for such shares. The fair market
value of our common stock at January 31, 1999 was estimated by the board of
directors on the basis of the purchase price paid by investors for shares of
our preferred stock, taking into account the liquidation preferences and other
rights, privileges and preferences associated with the preferred stock, and an
evaluation by the board of our revenues, operating history and prospects. The
initial public offering price is higher than the estimated fair market value on
January 31, 1999, and the value of unexercised options would be higher than the
numbers shown in the table if the value were calculated by subtracting the
exercise price from the initial public offering price.

  Mr. Maier's options are immediately exercisable for all of the option shares,
and Dr. Sirkin's options become exercisable over time as described above. We
may repurchase the shares acquired by exercising any of these options at the
original exercise price if the optionee's service terminates before the shares
vest as described above. The heading "Vested" refers to shares that are no
longer subject to repurchase, and the heading "Unvested" refers to shares that
remain subject to repurchase as of January 31, 1999.
Number of Securities       Value of
                                         Underlying           Unexercised
                                         Unexercised         In-the-Money
                                      Options at Fiscal    Options at Fiscal
                                        Year End (#)         Year End ($)
                                    ---------------------- --------------------
Name                                 Vested    Unvested    Vested     Unvested
Gadi Maier.........................    --        100,000       --          --
Richard D.C. Whilden...............      --            --        --          --
Kenneth G. Swanton.................    --              --      --          --
Eric R. Sirkin.....................      --        450,000       --          --
Daniel Whaley......................      --            --        --          --
Employment Agreements and Change of Control Arrangements

  Gadi Maier. We entered into an employment agreement, dated January 11, 1999,
with Gadi Maier, our president and chief executive officer. Under the
agreement, Mr. Maier's annual salary may not be less than $240,000, and he is
entitled to an annual bonus of at least $60,000. The agreement further provides
that Mr. Maier will receive options to purchase 1,743,675 shares of our common
stock at an exercise price of $1.00 per share, which was the fair market value
at the time of grant (as determined by our board of directors). One-seventh of
the option shares vests when he completes 12 months of service, and the balance
vests in a series of equal installments when he completes each of his first 48
months of service. All or part of the option shares will vest on an accelerated
basis if Mr. Maier's service terminates because of his death or disability or
if GetThere.com is subject to a change in control. Mr. Maier has registration
rights with respect to his option shares. If Mr. Maier is actually or
constructively discharged without cause, he is entitled to a lump sum severance
benefit equal to his base salary and minimum bonus for a period of nine months
(if the discharge occurs before January 12, 2000) or a period of 12 months (if
the discharge occurs on or after January 12, 2000). During the same period,
group insurance coverage will continue and Mr. Maier will be subject to a non-
competition covenant. We will also reimburse Mr. Maier for a part of any excise
tax imposed on him under section 4999 of the Internal Revenue Code as the
result of a severance payment or option acceleration following a change in
control.

                                       58
Kenneth R. Pelowski.  We entered into an employment agreement with our chief
operating officer and chief financial officer, Kenneth R. Pelowski, dated March
25, 1999. Under the agreement, he is entitled to an annual salary of $175,000
and a cash bonus of up to $50,000 per year. He was also entitled to an option
to purchase 500,000 shares of our common stock with an exercise price of $1.00
per share, which was the fair market value at the time of grant (as determined
by our board of directors). These shares are subject to our standard vesting
schedule, which provides that one-eighth of the shares vest after six months of
service and the balance vests in equal monthly installments over the next 42
months of continuous service. If Mr. Pelowski is actually or constructively
discharged within 18 months after GetThere.com is subject to a change in
control, then all shares vest. We will reimburse Mr. Pelowski for a part of any
excise tax imposed on him under section 4999 of the Internal Revenue Code as
the result of a severance payment or option acceleration following a change in
control. In connection with his employment with us, Mr. Pelowski assigned a
business concept to us. In return, we granted him 125,000 restricted shares of
our common stock. These shares vest in 24 equal monthly installments commencing
on March 29, 1999, subject to Mr. Pelowski's continuing service.

  Eric R. Sirkin. On November 16, 1998, we entered into an agreement with Eric
R. Sirkin, our vice president of engineering. Under the agreement, Dr. Sirkin's
minimum salary is $165,000 per year. He was also entitled to receive an option
covering 450,000 shares of our common stock. The agreement further provides
that these shares will vest in full if GetThere.com is subject to a change in
control. If we terminate Dr. Sirkin's employment without cause, he is entitled
to four months' salary.

  Richard D.C. Whilden. We entered into an agreement dated March 1, 1999, with
Richard D.C. Whilden, the chairman of our board of directors and our former
president and chief executive officer. Under the agreement, Mr. Whilden
remained a full-time employee until March 15, 1999. During the following 12
months, Mr. Whilden is obligated to make himself available to provide
consulting services. He is receiving a retainer of $5,000 per month for up to
two days of consulting per month. Additional services are compensated at the
rate of $2,000 per day. Either we or Mr. Whilden may terminate the consulting
services at any time, but the $5,000 monthly retainer will continue through
December 1999 if we terminate the consulting services before that date.
Moreover, if Mr. Whilden's service as a consultant or director terminates for
any reason other than voluntary resignation before March 15, 2000, then he will
receive service credit through that date for purposes of vesting in his
restricted shares of our common stock. Under the agreement, the 650,000
restricted shares granted to Mr. Whilden in 1998 are vesting at an accelerated
rate (27,083 shares per month during the period from March 1999 to March 2000)
and will be fully vested on March 10, 2000, if his service continues until
then. All of these shares vest if GetThere.com is subject to a change in
control.

  Kenneth G. Swanton. We entered into an agreement dated March 11, 1998, with
Kenneth G. Swanton, our former president and chief executive officer, and
amended that agreement on June 30, 1998. Under that agreement, as amended, Mr.
Swanton resigned as our president and chief executive officer on March 11,
1998, but remained employed as the vice chairman of our board of directors
until August 31, 1998. As vice chairman, Mr. Swanton was paid an annual salary
of $225,000. Mr. Swanton received severance payments at the same rate until
January 31, 1999, and group insurance coverage also continued until that date.
For purposes of determining the vested portion of the restricted shares that we
had granted to Mr. Swanton, his service was deemed to continue until September
10, 1998.

Stock Plans

 1999 Stock Incentive Plan

  Share Reserve. Our board of directors adopted our 1999 stock incentive plan
on August 16, 1999, subject to stockholders approval. We have reserved five
million shares of our common stock for issuance under the 1999 stock incentive
plan. On February 1 of each year, starting with the year 2001, the number of
shares in the reserve will automatically increase by 4% of the total number of
shares of common stock that are outstanding at that time or, if less, by three
million shares. In general, if options or shares awarded under the 1999 stock
incentive plan are forfeited, then those options or shares will again become
available for awards under the 1999 stock incentive plan. We have not yet
granted any options under the 1999 stock incentive plan.

                                       59
Administration. The compensation committee of our board of directors
administers the 1999 stock incentive plan. The committee has the complete
discretion to make all decisions relating to the interpretation and operation
of our 1999 stock incentive plan. The committee has the discretion to determine
who will receive an award, what type of award it will be, how many shares will
be covered by the award, what the vesting requirements will be (if any), and
what the other features and conditions of each award will be. The compensation
committee may also reprice outstanding options and modify outstanding awards in
other ways.

  Eligibility. The following groups of individuals are eligible to participate
in the 1999 stock incentive plan:

  . employees;

  . members of our board of directors who are not employees; and

  . consultants.

  Types of Award. The 1999 stock incentive plan provides for the following
types of award:

  . incentive stock options to purchase shares of our common stock;

  . nonstatutory stock options to purchase shares of our common stock; and

  . restricted shares of our common stock.

  Options. An optionee who exercises an incentive stock option may qualify for
favorable tax treatment under Section 422 of the Internal Revenue Code of 1986.
On the other hand, nonstatutory stock options do not qualify for such favorable
tax treatment. The exercise price for incentive stock options granted under the
1999 Stock Incentive Plan may not be less than 100% of the fair market value of
our common stock on the option grant date. In the case of nonstatutory stock
options, the minimum exercise price is 70% of the fair market value of our
common stock on the option grant date. Optionees may pay the exercise price by
using:

  . cash;

  . shares of common stock that the optionee already owns;

  . a full-recourse promissory note, except that the par value of newly
    issued shares must be paid in cash;

  . an immediate sale of the option shares through a broker designated by us;
    or

  . a loan from a broker designated by us, secured by the option shares.

  Options vest at the time or times determined by the compensation committee.
In most cases, our options vest over the four-year period following the date of
grant. Options generally expire 10 years after they are granted, except that
they generally expire earlier if the optionee's service terminates earlier. The
1999 stock incentive plan provides that no participant may receive options
covering more than five million shares in the same year.

  Restricted Shares. Restricted shares may be awarded under the 1999 stock
incentive plan in return for:

  . cash;

  . a full-recourse promissory note, except that the par value of newly
    issued shares must be paid in cash;

  . services already provided to us; and

  . in the case of treasury shares only, services to be provided to us in the
    future.

  Restricted shares vest at the time or times determined by the compensation
committee.

  Change in Control. The compensation committee determines to what extent an
option or restricted stock award under the 1999 stock incentive plan will vest
on an accelerated basis if GetThere.com is subject to a change in control.
Vesting could accelerate in full, or it could apply only to a part of an award.
Accelerated

                                       60
vesting could occur immediately after the change in control, or it could be
contingent upon the involuntary or constructive discharge of the participant
following the change in control. In general, all awards will vest in full upon
a change in control if the surviving corporation fails to assume the award or
to replace it with a comparable award. A change in control includes:

  . a merger of GetThere.com after which our stockholders own 50% or less of
    the surviving corporation (or its parent company);

  . a sale of all or substantially all of our assets;

  . a proxy contest that results in the replacement of more than one-half of
    our directors over a 24-month period; or

  . an acquisition of 50% or more of our outstanding stock by any person or
    group.

  Amendments or Termination. Our board may amend or terminate the 1999 stock
incentive plan at any time. If our board of directors amends the plan, it does
not need to ask for stockholder approval of the amendment unless applicable law
requires it. The 1999 stock incentive plan will continue in effect
indefinitely, unless the board decides to terminate the plan earlier.

 1999 Employee Stock Purchase Plan

  Share Reserve and Administration. Our board of directors adopted our 1999
employee stock purchase plan on August 16, 1999, subject to stockholder
approval. Our 1999 employee stock purchase plan is intended to qualify under
Section 423 of the Internal Revenue Code. We have reserved 2,500,000 shares of
our common stock for issuance under the plan. On June 1 of each year, starting
with the year 2000, the number of shares in the reserve will automatically be
restored to 2,500,000. In other words, the reserve will be increased by the
number of shares that have been issued under the 1999 employee stock purchase
plan during the prior 12-month period. The plan will terminate automatically on
August 15, 2009, unless it is extended by the board of directors and the
extension is approved by a vote of the stockholders. The plan will be
administered by the compensation committee of our board of directors.

  Eligibility. All of our employees are eligible to participate if they are
employed by us for more than 20 hours per week and for more than five months
per year. Eligible employees may begin participating in the 1999 employee stock
purchase plan at the start of any offering period. Each offering period lasts
24 months. Overlapping offering periods start on June 1 and December 1 of each
year. However, the first offering period will start on the effective date of
this offering and end on November 30, 2001.

  Amount of Contributions. Our 1999 employee stock purchase plan permits each
eligible employee to purchase common stock through payroll deductions. Each
employee's payroll deductions may not exceed 15% of the employee's cash
compensation. Purchases of our common stock will occur on May 31 and November
30 of each year. Each participant may purchase up to 3,000 shares on any
purchase date (6,000 shares per year). But the value of the shares purchased in
any calendar year (measured as of the beginning of the applicable offering
period) may not exceed $25,000.

  Purchase Price. The price of each share of common stock purchased under our
1999 employee stock purchase plan will be 85% of the lower of:

  . the fair market value per share of common stock on the date immediately
    before the first day of the applicable offering period, or

  . the fair market value per share of common stock on the purchase date.

  In the case of the first offering period, the price per share under the plan
will be 85% of the lower of:

  . the price per share to the public in this offering, or

                                       61
. the fair market value per share of common stock on the purchase date.

  Other Provisions. Employees may end their participation in the 1999 employee
stock purchase plan at any time. Participation ends automatically upon
termination of employment with GetThere.com. If a change in control of
GetThere.com occurs, our 1999 employee stock purchase plan will end and shares
will be purchased with the payroll deductions accumulated to date by
participating employees, unless the plan is assumed by the surviving
corporation or its parent. Our board of directors may amend or terminate the
1999 employee stock purchase plan at any time. If our board increases the
number of shares of common stock reserved for issuance under the plan (except
for the automatic increases described above), it must seek the approval of our
stockholders.

 1999 Directors' Stock Option Plan

  Share Reserve. Our board of directors adopted our 1999 directors' stock
option plan on August 16, 1999, subject to stockholder approval. We have
reserved 750,000 shares of our common stock for issuance under the plan. On
February 1 of each year, starting with the year 2001, the number of shares in
the reserve will automatically be restored to 750,000. In other words, the
reserve will be increased by the number of shares that have been granted under
the 1999 directors' stock option plan during the prior 12-month period. In
general, if options granted under the 1999 directors' stock option plan are
forfeited, then those options will again become available for grants under the
plan. The directors' stock option plan will be administered by the compensation
committee of our board of directors, although all grants under the plan are
automatic and non-discretionary.

  Initial Grants. Only the non-employee members of our board of directors will
be eligible for option grants under the 1999 directors' stock option plan. Each
non-employee director will receive an initial option to buy 50,000 shares on
the effective date of this offering. Each non-employee director who first joins
our board after the effective date of this offering will receive an initial
option for 50,000 shares. That grant will occur when the director takes office.
The initial options vest in equal monthly installments over the four-year
period following the date of grant, except that all vesting for the first year
occurs at the close of that year.

  Annual Grants. At the time of each of our annual stockholders' meetings,
beginning in 2000, each non-employee director who will continue to be a
director after that meeting will automatically be granted an annual option for
12,500 shares of our common stock. However, a new non-employee director who is
receiving the 50,000-share initial option will not receive the 12,500 share
annual option in the same calendar year. The annual options vest in equal
monthly installments over the one-year period following the date of grant.

  Other Option Terms. The exercise price of each non-employee director's option
will be equal to the fair market value of our common stock on the option grant
date. A director may pay the exercise price by using cash, shares of common
stock that the director already owns, or an immediate sale of the option shares
through a broker designated by us. The non-employee directors' options have a
10-year term, except that they expire one year after a director leaves the
board (if earlier). If a change in control of GetThere.com occurs, a non-
employee director's option granted under the 1999 directors' stock option plan
will become fully vested (unless the accounting rules applicable to a pooling
of interests preclude acceleration). Vesting also accelerates in the event of
the optionee's death or disability.

  Amendments or Termination. Our board may amend or terminate the 1999
directors' stock option plan at any time. If our board amends the plan, it does
not need to ask for stockholder approval of the amendment unless applicable law
requires it. The 1999 directors' stock option plan will continue in effect
indefinitely, unless the board decides to terminate the plan.

                                       62
CERTAIN TRANSACTIONS

Equity Financings and Stockholders Arrangements

  Since February 1, 1996, we have issued and sold shares of our preferred stock
to the following persons who are our principal stockholders, executive officers
or directors.
Shares of       Shares of       Shares of       Shares of
                             Series A        Series B        Series C        Series E
Investor                  Preferred Stock Preferred Stock Preferred Stock Preferred Stock
United Air Lines .......           --              --        4,060,875       1,500,000
Entities affiliated with
 Brentwood Associates ..     1,985,353         512,048             --              --
American Express........           --              --          875,423       2,121,077
Entities affiliated with
 U.S. Venture Partners..           --        2,409,639             --              --
ITN Joint Venture.......     1,544,163             --              --           80,000
Hambrecht 1980 Revocable
 Trust..................           --              --           25,000             --
WR Hambrecht + Co.......           --              --           25,000             --
Shares held by all affiliated persons and entities have been aggregated.
Share numbers and purchase price information are reflected on an as if
converted into shares of common stock basis. See "Principal Stockholders" for
more detail on shares held by these purchasers. The per share purchase price
for the series A preferred stock was $1.13. The per share purchase price for
the series B preferred stock was $1.66. The per share price for the series C
preferred stock was $5.125. The per share purchase price for the series E
preferred stock was $12.50. Dale J. Vogel, one of our directors, is an
affiliate of each of the entities affiliated with U.S. Venture Partners.
Jeffrey D. Brody, one of our directors, is a general partner of Brentwood
Venture Capital and as such is an affiliate of each of the entities affiliated
with Brentwood Associates. John Ueberroth, one of our directors, is an
affiliate of the ITN Joint Venture. William R. Hambrecht, one of our directors,
is trustee of the Hambrecht 1980 Revocable Trust and chairman and chief
executive officer of WR Hambrecht + Co.

  In addition to the shares listed above, we issued the following warrants:

  . a warrant to purchase 51,205 shares of our series B preferred stock at an
    exercise price of $1.66 per share to entities affiliated with Brentwood
    Associates;

  . a warrant to purchase 240,964 shares of our series B preferred stock at
    an exercise price of $1.66 per share to entities affiliated with U.S.
    Venture Partners; and

  . a warrant to purchase 375,000 shares of our common stock at an exercise
    price of $16.50 per share, a warrant to purchase 730,023 shares of our
    series E preferred stock at an exercise price of $21.00 per share and a
    warrant to purchase 730,023 shares of our series E preferred stock at an
    exercise price of $31.00 per share to American Express.

  For a description of warrants we issued to United Air Lines, see "--United
Air Lines."

  Under the terms of our shareholders agreement, United Air Lines and a number
of our stockholders, including chief technical officer Dan Whaley, Richard D.C.
Whilden, chairman of our board of directors, entities affiliated with Brentwood
Associates, ITN Joint Venture, entities affiliated with U.S. Venture Partners
and Covia, are subject to a standstill agreement. Under the standstill
agreement, the above investors agree that they will not:

  . acquire, attempt to acquire or participate in the acquisition of voting
    securities that places their holdings of our voting securities above a
    specified percentage;

  . participate in the solicitation of proxies in opposition to any proxy
    solicitation being conducted by us; or

  . enter into any agreements or substantive discussions with any third party
    regarding the acquisition of our business or the solicitation of proxies.

                                       63
The standstill agreement terminates on the earlier of:

  . May 10, 2001;

  . a breach by a party to the agreement other than United Air Lines or
    Covia, unless the breach is unintentional and cured within specified
    times; or

  . a third party's:

    . commencement of or publicly announced intention to acquire or
      beneficially own 15% or more of our outstanding stock (or 10% or more
      of our outstanding stock in the case of certain specified companies);

    . acquisition or beneficial ownership of 15% or more of our outstanding
      stock (or 10% or more of our outstanding stock in the case of certain
      specified companies), provided that the third party has also filed a
      Schedule 13D reserving the right to hold the securities with the
      purpose of changing or influencing control over us;

    . acquisition of all or substantially all of our assets;

    . agreement to acquire us or public announcement of its intention to
      acquire us;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us; or

    . entering into substantive discussions with our board of directors or
      any of our executive officers with knowledge of any four members of
      our board of directors regarding any of the foregoing actions.

  In addition, American Express is subject to a standstill agreement. Under
this agreement, it has agreed that it will not:

  .  acquire, attempt to acquire or participate in the acquisition of voting
     securities that places their holdings of our voting securities above a
     specified percentage;

  .  participate in the solicitation of proxies in opposition to any proxy
     solicitation being conducted by us; or

  .  enter into any agreements or substantive discussions with any third
     party regarding the acquisition of our business or the solicitation of
     proxies.

  The standstill agreement terminates on the earlier of:

  .  May 10, 2001;

  .  a breach of the standstill agreement by any of the parties other than
     American Express, unless the breach is unintentional and is cured within
     specified times;

  .  an occurrence of a termination event as it is defined in our amended and
     restated shareholders agreement, dated September 14, 1999; or

  .  a third party's:

    .  commencement of or publicly announced intention to acquire or
       beneficially own 12.5% or more of our outstanding stock (or 10% or
       more of our outstanding stock in the case of certain specified
       companies, or 30% or more of our outstanding stock if the third
       party is United Air Lines or any of its affiliates);

    .  acquisition of beneficial ownership of 12.5% or more of our
       outstanding stock (or 10% or more of our outstanding stock in the
       case of certain specified companies, or 30% or more of our
       outstanding stock if the third party is United Air Lines or any of
       its affiliates), provided that the third party has also filed a
       Schedule 13D reserving the right to hold the securities with the
       purpose of changing or influencing control over us;

    .  filing of a notification and report form under the Hart-Scott-Rodino
       Act, reflecting an intent to acquire all or substantially all of our
       assets;

                                       64
.  acquisition of all or substantially all our assets;

    .  agreement to acquire us or substantially all of our assets, or to
       beneficially own 12.5% or more of our outstanding stock, if the
       third party has not also entered into a similar standstill
       agreement;

    .  solicitation of proxies in opposition to any proxy solicitation
       being conducted by us; or

    .  public announcement of its intention to undertake any of the
       foregoing actions.

Employment-Related Agreements

  In connection with Mr. Pelowski's employment with us, he assigned a business
concept to us. In return, we issued to him 125,000 restricted shares of common
stock. These shares vest in 24 equal monthly installments commencing on March
29, 1999, subject to Mr. Pelowski's continuing service with us.

  Some of our executive officers have entered into employment agreements with
us. See "Management--Employment Agreements and Change of Control Arrangements."

  We have entered into an indemnification agreement with each of our executive
officers and directors. See "Management--Indemnification of Officers and
Directors."

Options Granted to Executive Officers Since January 31, 1999

  The following table sets forth information regarding the number of options
granted and stock issued to our executive officers since January 31, 1999, the
end of our most recent fiscal year.
Number of Options Granted
   Executive Officers                                   Since January 31, 1999
Gadi Maier.........................................         1,700,000
   Kenneth R. Pelowski................................           800,000
   Eric R. Sirkin.....................................           225,000
   Daniel Whaley......................................           315,000
American Express

  In September 1999, we entered into a Web services and travel agreement under
which American Express has agreed to promote and sell customized, co-branded
versions of our Internet-based travel procurement solutions to their customers
and potential customers. See "Business--Relationship with American Express."

  In September 1999, American Express purchased one share of our series D3
preferred stock. As the holder of the outstanding share of series D3 preferred
stock, American Express has the right to elect a representative to our board of
directors. See "Management--Executive Officers and Directors."

United Air Lines

  In November 1997, we entered into a services agreement with United Air Lines,
the parent company of Covia, under which we agreed, at specified fees, to host
and provide support for a set of customized world wide web pages through which
United Air Lines customers may access our reservation system. In addition,
United Air Lines agreed to pay us various fees for customization and
miscellaneous services.

  In connection with our sale of 4,060,875 shares of series C preferred stock
to Covia in May 1998, we also sold Covia the right to have us grant Covia a
warrant to purchase up to 807,698 shares of series C preferred stock at a price
of $0.01 per share. In addition, we granted Covia the right to have us grant
Covia an option to purchase, at its choice, up to 2,473,392 shares of series C
preferred stock at a price of $5.125 per share or, for a purchase price of
$5.125 per share, a warrant to purchase up to 2,473,392 shares of series C
preferred stock at

                                       65
an exercise price of $0.01 per share. As a result of an unsatisfied contingency
contained in the series C preferred stock purchase agreement, Covia no longer
has a right to receive an option for 2,473,392 shares of series C preferred
stock or a warrant for 2,473,392 shares of series C preferred stock, and
instead Covia currently has the right to receive either an option to purchase
1,424,539 shares of series C preferred stock or a warrant to purchase 1,424,539
shares of series C preferred stock. These options terminate on the earlier of
November 10, 2000 or the date we are acquired by another company.

  Also, in connection with Covia's purchase of our series C preferred stock, we
granted Covia an option to purchase one share of series D1 preferred stock and
one share of series D2 preferred stock at a price of $10.00 per share. Each of
the series D1 preferred stock and the series D2 preferred stock carries with it
the right to elect one member to our board of directors. For a description of
the terms of this option and the rights and obligations related into our series
D1 preferred stock and series D2 preferred stock, see "Management--Executive
Officer and Directors" and "Description of Capital Stock."

  Our shareholders agreement provides that if Covia exercises its options to
purchase a share of series D1 preferred stock or series D2 preferred stock, it
will participate, either in person or by proxy, in shareholders' meetings and
will vote these shares in favor of any proposal approved by our board of
directors and submitted to the shareholders, provided the proposal is not for
the purpose of nominating, electing, or removing board members. Covia has
agreed not to exercise any dissenters' rights or transfer either the D1 or D2
shares during any period prohibited by pooling accounting treatment rules.

  Covia has also agreed, in the event we decide to sell our business, to
participate, either in person or by proxy, in any shareholders' meeting
regarding the sale, and to vote its shares in favor of the sale. Covia will not
exercise any dissenters' rights or transfer either the series D1 preferred
stock or series D2 preferred stock shares for 120 days prior to the sale.
Covia's obligation to vote in favor of our decision to sell our business
commences upon the earlier of August 10, 2000 or the termination of our
commercial relationship with United Air Lines by us as a result of United Air
Lines' nonperformance or by United Air Lines for any or no reason.

  In connection with Covia's purchase of 1,500,000 shares of our series E
preferred stock on September 14, 1999, we issued to Covia a warrant to purchase
1,136,821 shares of our series C preferred stock at an exercise price of $11.20
per share.

  All future transactions, including loans, if any, between us and our
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the board of directors, including a majority of the
independent and disinterested outside directors on the board of directors, and
will continue to be on terms no less favorable to us than could be obtained
from unaffiliated third parties.

Indebtedness of Management

  The following executive officers and relatives of executive officers
delivered to us full-recourse promissory notes to purchase restricted stock
under the 1996 stock incentive plan. The full principal amount and accrued
interest under each note remain outstanding. The terms of the notes are
summarized below:
Highest Loan Balance
               During Period From  Loan Balance
              February 1, 1998 to  on August 31,    Date of
Name            August 31, 1999        1999         Maturity       Interest Rate
                                                 --------------
Gadi Maier..       $1,010,227         $1,010,227 June 21, 2004         5.37%
Kenneth R.
 Pelowski...          507,797            507,797 May 12, 2004 (1)      5.22
Eric
 Sirkin.....          282,863            282,863 June 21, 2004 (1)     5.37
Al Whaley...          141,707            141,707 June 21, 2004 (1)     5.37
Daniel
 Whaley.....          318,221            318,221 June 21, 2004         5.37
(1) Also becomes due 180 days after employment with us terminates for any
   reason.

  Messrs. Maier, Pelowski, Sirkin and Daniel Whaley are executive officers. Al
Whaley is a co-founder and former chief technical officer.

                                       66
PRINCIPAL STOCKHOLDERS

  The following table sets forth certain information regarding the beneficial
ownership of our common stock as of September 14, 1999. The information is
provided with respect to:

  . each person who is known to us to own beneficially more than 5% of the
    outstanding shares of common stock;

  . each of our directors;

  . each of our Named Executive Officers; and

  . all of our directors and executive officers as a group.

  Applicable percentage ownership in the following table is based on 26,852,496
shares of common stock outstanding as of September 14, 1999, as adjusted to
reflect the conversion of all outstanding shares of series A, B, C and E
preferred stock upon the closing of this offering as well as the exercise of
warrants to purchase 407,852 shares of our common stock.

  The numbers shown in the table below assume no exercise by the underwriters
of their over-allotment option. GetThere.com has granted the underwriters an
option to purchase up to     shares to cover over-allotments, if any.

  Unless otherwise indicated, the address for each listed stockholder is c/o
GetThere.com, 445 Sherman Avenue, Palo Alto, CA 94306.

  Except as otherwise indicated by footnote, and subject to community property
laws where applicable, the persons named in the table below have sole voting
and investment power with respect to all of the shares of common stock shown as
beneficially owned.

                          Principal Stockholders Table
Percentage of
                                                                  Shares
                                                               Beneficially
                                                 Number of       Owned(1)
                                                   Shares    -----------------
                                                Beneficially Prior to  After
Directors and Executive Officers                   Owned     Offering Offering
Gadi Maier(2)..................................   1,800,000    6.51%
Daniel Whaley(3)...............................   1,315,000    4.90
Eric Sirkin(4).................................     405,000    1.50
Richard D.C. Whilden(5)........................     833,250    3.10
Jeffrey D. Brody(6)............................   2,563,606    9.54
William R. Hambrecht(7)........................      65,000    0.24
John Ueberroth(8)..............................   1,869,163    6.96
Dale J. Vogel(9)...............................   2,665,603    9.92
Executive officers and directors as a group (9
 persons)(10)..................................  12,316,622   43.94

5% Stockholders
United Air Lines (11)..........................   8,929,935   33.26
American Express(12)...........................   4,831,547   17.99
Entities associated with Brentwood
 Associates(13)................................   2,548,606    9.49
Entities associated with U.S.Venture
 Partners(14)..................................   2,650,603    9.87
ITN Joint Venture(15)..........................   1,624,163    6.05
---------------------
 (1) Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission and includes voting or investment power
     with respect to the securities. Shares of common stock subject to options,
     warrants or other rights to purchase which are currently exercisable or
     are

                                       67
exercisable within 60 days after September 14, 1999 are deemed outstanding
    for purposes of computing the percentage ownership of the persons holding
    such options, warrants or other rights, but are not deemed outstanding for
    purposes of computing the percentage ownership of any other person.
 (2) Includes personal options immediately exercisable for 800,000 shares.
     159,256 of Mr. Maier's shares and options to purchase shares were vested
     as of July 31, 1999.
 (3) 1,052,500 shares were vested as of July 31, 1999.
 (4) Includes personal options immediately exercisable for 125,000 shares, of
     which 29,166 shares were vested as of July 31, 1999.
 (5) Includes personal options immediately exercisable for 15,000 shares.
     799,238 of Mr. Whilden's shares and options to purchase shares were
     vested as of July 31, 1999.
 (6) Includes 2,437,160 shares held of record by Brentwood Associates, VII,
     L.P. and 60,241 shares of record held by Brentwood Affiliates Fund, L.P.,
     and assumes the exercise of warrants for a total of 51,205 shares held by
     both entities. Mr. Brody is the general partner of both the Brentwood
     Associates fund and the Brentwood Affiliates Fund. Mr. Brody disclaims
     beneficial interest in such shares, except as to his pecuniary interest
     in both entities. Also includes personal options immediately exercisable
     for 15,000 shares, of which 1,562 shares were vested as of July 31, 1999.
 (7) Includes 25,000 shares held of record by the 1980 Hambrecht Revocable
     Trust and 25,000 shares held of record by WR Hambrecht + Co. Also
     includes personal options immediately exercisable for 15,000 shares.
     16,145 of Mr. Hambrecht's shares and options to purchase shares were
     vested as of July 31, 1999.
 (8) Includes 1,624,163 shares held of record by ITN Joint Venture. Mr.
     Ueberroth currently serves as President of Ambassadors International,
     Inc., which owns stock in the ITN Joint Venture. Mr. Ueberroth exercises
     voting and investment control over these shares. He disclaims beneficial
     ownership of these shares, except to the extent of his pecuniary interest
     in Ambassadors International, Inc. Also includes personal options
     immediately exercisable for 15,000 shares, of which 1,562 shares were
     vested as of July 31, 1999.
 (9) Includes 2,168,675 shares held of record by U.S. Venture Partners V,
     L.P., 120,482 shares held of record by USVP V International, L.P., 53,012
     shares held of record by USVP V Entrepreneur Partners, L.P., and 67,470
     shares held of record by 2180 Associates Fund V, L.P. (collectively, the
     "USVP Entities"). Also assumes the exercise of warrants for 240,964
     shares held by the USVP entities. Mr. Vogel has an "assignee interest in"
     and is referred to as a "venture partner" of Presidio Management Group V,
     LLC, which is the General partner of each of the USVP Entities. Mr. Vogel
     does not share voting or disposition control over these holdings. He
     disclaims beneficial interest in such shares, except as to his pecuniary
     interest therein arising as a result of his "assignee interest in"
     Presidio Management Group V, LLC. Also includes personal options
     immediately exercisable for 15,000 shares, of which 1,562 shares were
     vested as of July 31, 1999.
(10) Includes personal options immediately exerciseable for 1,175,000 shares.
(11) Includes rights to purchase or warrants to purchase 3,369,060 shares. The
     address of Covia is 1200 East Algonquin Road, Elk Grove Township,
     Illinois 60007.
(12) Includes warrants for 1,835,046 shares. The address of American Express
     is American Express Tower, World Financial Center, New York, New York
     10285.
(13) Includes 2,437,160 shares held of record by Brentwood Associates, VII,
     L.P. and 60,241 shares of record held by Brentwood Affiliates Fund, L.P.,
     and assumes the exercise of warrants for a total of 51,205 shares held by
     both entities. The address of Brentwood Associates is 3000 Sand Hill
     Road, Building 1, Suite 260, Menlo Park, California 94025.
(14) Includes 2,168,675 shares held of record by U.S. Venture Partners V,
     L.P., 120,482 shares held of record by U.S.V.P. V International, L.P.,
     53,012 shares held of record by USVP V Entrepreneur Partners, L.P., and
     67,470 shares held of record by 2180 Associates Fund V, L.P. Also assumes
     the exercise of warrants for 240,964 shares held by the USVP Entities.
     The address of U.S. Venture Partners is 2180 Sand Hill Road, Menlo Park,
     California 94025.
(15) The address of ITN Joint Venture is c/o Ambassadors International Inc.,
     1071 Camelback Street, Newport Beach, California 92660-3228.

                                      68
DESCRIPTION OF CAPITAL STOCK

  At the closing of this offering, our authorized capital stock will consist of
200,000,000 shares of common stock and 10,000,000 shares of preferred stock. We
have designated one share of series D1 preferred stock, one share of series D2
preferred stock and one share of series D3 preferred stock. As of July 31,
1999, 7,663,730 shares of common stock were issued and outstanding and
11,731,314 shares of preferred stock, convertible into 11,731,314 shares of
common stock upon the completion of the offering, were issued and outstanding.
As of July 31, 1999, we had 117 stockholders.

  The following description of our capital stock does not purport to be
complete and is subject to and qualified in its entirety by our amended and
restated certificate of incorporation to be effective after the closing of this
offering, our bylaws and the provisions of applicable Delaware law.

Common Stock

  Each holder of common stock is entitled to one vote for each share on all
matters to be voted upon by the stockholders.

  Subject to the preferences to which holders of any shares of preferred stock
issued after the offering may be entitled, holders of the common stock are
entitled to receive ratably such dividends and other distributions, if any,
that the board of directors may, from time to time, declare out of funds
legally available therefor. See "Dividend Policy." In the event of our
liquidation, dissolution or winding up, subject to the rights of holders of
series D1 preferred stock, series D2 preferred stock and series D3 preferred
stock, holders of common stock would be entitled to share in any of our assets
remaining after the payment of liabilities and the satisfaction of any
liquidation preference granted to the holders of any outstanding shares of
preferred stock.

  Holders of common stock have no preemptive or conversion rights or other
subscription rights, nor are there any redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
the shares of common stock offered by us in this offering, when issued and paid
for, will be, fully paid and nonassessable. The rights, preferences and
privileges of the holders of the common stock are subject to, and may be
adversely affected by, the rights of the holders of our series D1, D2, or D3
preferred stock, or any shares of preferred stock that we may designate in the
future.

Preferred Stock

  Upon completion of this offering, other than one share of series D3 preferred
stock, no shares of preferred stock will be outstanding. However, United Air
Lines, through its wholly owned subsidiary Covia, holds an option to purchase
one share of series D1 preferred stock and one share of series D2 preferred
stock. See "Certain Transactions--United Air Lines" for a description of the
terms of the option.

  Each holder of series D1 preferred stock, series D2 preferred stock and
series D3 preferred stock is entitled to vote on all matters to be voted upon
by the stockholders. Each holder of series D1 preferred stock, series D2
preferred stock and series D3 preferred stock is entitled to the number of
votes equal to the number of shares of common stock into which a share of
series D1 preferred stock, series D2 preferred stock and series D3 preferred
stock could be converted at the record date for determination of the
stockholders entitled to vote on matters to be voted upon by the stockholders.
In addition, so long as any shares of series D1 preferred stock are
outstanding, we may not take any action that adversely affects the rights of
the series D1 preferred stock or that increases the authorized number of shares
of series D1 preferred stock without the approval of the holder of series D1
preferred stock. So long as any shares of series D2 preferred stock are
outstanding, we may not take any action that adversely affects the rights of
the series D2 preferred stock or that increases the authorized number of shares
of series D2 preferred stock without the approval of the holder of series D2
preferred stock. So long as any shares of series D3 preferred stock are
outstanding, we may not take any action that adversely affects the rights of
the series D3 preferred stock or that increases the authorized number of shares
of series D3 preferred stock.

                                       69
Also, so long as a share of series D1 preferred stock remains outstanding,
one member of our board of directors will be elected by the holder of series D1
preferred stock. So long as a share of series D2 preferred stock remains
outstanding, one member of our board of directors will be elected by the
holders of series D2 preferred stock. So long as a share of series D3 preferred
stock remains outstanding, one member of our board of directors will be elected
by the holders of the series D3 preferred stock.

  Subject to the rights of preferred stock that may be authorized and issued
after this offering, holders of series D1 preferred stock, series D2 preferred
stock and series D3 preferred stock are entitled to receive ratably with
holders of common stock such dividends and other distributions, if any, that
the board of directors may, from time to time, declare out of funds legally
available therefor. See "Dividend Policy." In the event of our liquidation,
dissolution or winding up, each holder of series D1 preferred stock and series
D2 preferred stock will be entitled to $10.00 per share, and each holder of
series D3 preferred stock will be entitled to $12.50 per share as adjusted for
stock splits, consolidations and the like, prior to any distribution to holders
of common stock.

  Each share of series D1 preferred stock, series D2 preferred stock and series
D3 preferred stock is convertible, at the option of the holder, into one share
of common stock, subject to proportional adjustments for stock splits,
combinations, dividends and the like. Each share of series D1 preferred stock
and series D2 preferred stock will automatically convert into one share of
common stock, subject to proportional adjustments for stock splits,
combinations, dividends and the like, upon a termination event, as it is
defined in the shareholders' agreement. This event is defined as the earlier
of:

  . May 10, 2001;

  . a breach of the standstill agreement by a party to the agreement other
    than Covia or United Air Lines, unless the breach is unintentional and
    cured within specified times;

  . a third party's:

    . commencement or publicly announced intention to acquire or
      beneficially own 15% or more of our outstanding stock (or 10% or more
      of our outstanding stock in the case of certain specified companies);

    . acquisition or beneficial ownership of 15% or more of our outstanding
      stock (or 10% or more of our outstanding stock in the case of certain
      specified companies), provided that the third party has also filed a
      Schedule 13D reserving the right to hold the securities with the
      purpose of changing or influencing control over us;

    . acquisition of all or substantially all our assets;

    . filing a notification under the Hart-Scott-Rodino Act reflecting an
      intent to acquire all or substantially all of our assets;

    . agreement to acquire us or public announcement of its intention to
      acquire us;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us;

    . public announcement of its intention to do any of the foregoing
      actions; or

    . entering into substantive discussions with our board of directors or
      any of our executive officers with knowledge of any four members of
      our board of directors regarding any of the foregoing actions;

  . Covia's breach of its standstill agreement with us;

  . Covia's transfer or attempt to transfer the option to an entity that does
    not control or is controlled by United Air Lines; or

  . Covia holding less than 2,434,287 shares of our common stock (assuming
    exercise of warrants currently held by Covia).

                                       70
In addition, each share of series D1 preferred stock will automatically
convert to common stock upon the earlier of:

  . the date the holder holds less than 2,434,287 shares of our common stock
    (assuming exercise of any warrants to purchase our common stock held by
    the holder at a purchase price of $0.01 or less); or

  . the date the holder transfers the series D1 preferred stock without our
    prior written consent to an entity that does not control us or is not
    controlled by us.

  Likewise, each share of series D2 preferred stock will automatically convert
to common stock upon the earlier of:

  . the date the holder holds less than 3,651,430 shares of our common stock
    (assuming exercise of any warrants to purchase our common stock held by
    the holder at a purchase price of $0.001 or less); or

  . the date the holder transfers the series D2 preferred stock without our
    prior written consent to an entity that does not control us or is not
    controlled by us.

  Each share of series D3 preferred stock will automatically convert into one
share of common stock, subject to proportional adjustments for stock splits,
combinations, dividends and the like, upon a termination event, as it is
defined in the standstill agreement. This event is defined as the earlier of:

  .May 10, 2001;

  . a breach of the standstill agreement by any of the parties other than
    American Express, unless the breach is unintentional and is cured within
    specified times;

  . an occurrence of a termination event as it is defined in our amended and
    restated shareholders agreement; or

  . a third party's:

    . commencement or publicly announced intention to acquire or
      beneficially own 12.5% or more of our outstanding stock (or 10% more
      of our outstanding stock in the case of certain specified companies,
      or 30% or more of our outstanding stock if the third party is United
      Air Lines or any of its affiliates);

    . acquisition or beneficial ownership of 12.5% or more of our
      outstanding stock (or 10% or more of our outstanding stock in the case
      of certain specified companies, or 30% or more of our outstanding
      stock if the third party is United Air Lines or any of its
      affiliates), provided that the third party has also filed a Schedule
      13D reserving the right to hold the securities with the purpose of
      changing or influencing control over us;

    . filing of a notification and report form under the Hart-Scott-Rodino
      Act, reflecting an intent to acquire all or substantially all of our
      assets;

    . acquisition of all or substantially all our assets;

    . agreement to acquire us or substantially all of our assets, or to
      beneficially own 12.5% or more of our outstanding stock, if the third
      party has not also entered into a similar standstill agreement;

    . solicitation of proxies in opposition to any proxy solicitation being
      conducted by us; or

    . public announcement of its intention to undertake any of the foregoing
      actions.

  In addition, each share of series D3 preferred stock will automatically
convert to common stock upon the earlier of:

  . the date that the holder thereof transfers the series D3 preferred
    without our written consent except to a related party of American
    Express;

  . beginning with the first day of the second financial quarter following
    the commencement of sales by American Express pursuant to the Web
    services and travel agreement between us and American

                                       71
Express, on the last day of any subsequent three consecutive financial
    quarters during which American Express' sales of our solutions pursuant
    to the Web services and travel agreement to the Global 950 (as defined in
    the Web services and travel agreement) total less than twenty five
    percent (25%) in such three consecutive financial quarter periods of
    American Express' total sales of on-line solutions similar to those
    provided by the Reservation System, as defined in the Web services and
    travel agreement, to new accounts within the Global 950;

  . eighteen (18) months following the closing of this offering;

  . the date of the consummation of a liquidation of our business; or

  . the date on which a neutral, third-party arbitrator mutually chosen by us
    and American Express or a court of law determines that the director
    elected by the holder of the series D3 preferred stock unreasonably
    refused to recuse himself or herself from any meeting of our board of
    directors or a committee thereof following a request for recusal made by
    a majority of the remainder of the board, such request being a
    reasonable, good faith decision made with due deliberation by such
    majority and the basis for which decision has been communicated in
    writing to such director and to American Express prior to the request for
    recusal.

  In addition, the series D3 preferred stock will automatically convert to
common stock:

  . if we consummate this offering on or before the later of (x) December 31,
    1999, or (y) the consummation of the next bona fide sale of our
    securities to investors in an arms-length transaction with gross
    aggregate proceeds of at least $10,000,000, in each case the "pay to play
    date", on the date that the holder of the share of series D3 preferred
    stock holds a percentage of our common stock (calculated assuming (1) the
    conversion of all then-outstanding preferred stock into common stock,
    (2) the issuance of the number of shares of common stock issuable upon
    conversion of the securities issuable upon exercise of outstanding
    warrants to purchase our securities held by the holder of the share of
    series D3 preferred stock and (3) the issuance of all shares of common
    stock issuable upon the exercise of all options vested as of such date
    exercisable for shares of our common stock) equal to less than the
    difference of (x) the percentage of our common stock held by the holder
    of the share of series D3 preferred stock immediately after the
    consummation of this offering minus (y) 1.0%; or

  . if we do not consummate this offering on or before the pay to play date,
    on the date that the holder of the share of series D3 preferred stock
    holds a percentage of our common stock (calculated assuming (1) the
    conversion of all then-outstanding preferred stock into common stock, (2)
    the issuance of the number of shares of common stock issuable upon
    conversion of the securities issuable upon exercise of outstanding
    warrants to purchase our securities held by the holder of the share of
    series D3 preferred stock and (3) the issuance of all shares of common
    stock issuable upon the exercise of all options vested as of such date
    exercisable for shares of our common stock) equal to less than the
    difference of (x) the percentage of our common stock held by the holder
    on the date that American Express is issued shares of our series E
    preferred stock, minus (y) 1.0%.

  In addition, our board of directors is authorized, subject to any
limitations prescribed by law, without stockholder approval, to fix or alter
the rights, preferences and privileges, including voting rights, conversion
rights, dividend rights, redemption privileges and liquidation preferences of
any unissued series of preferred stock and to issue such designated series of
preferred stock. The rights of the holders of the common stock will be subject
to, and may be adversely affected by, the rights of the holders of any such
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of entrenching our board
of directors and making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, a majority of our
outstanding voting stock. We have no present plans to issue any shares or
designate any additional series of preferred stock.

                                      72
Warrants

  Upon completion of the offering, we will have outstanding warrants and rights
to acquire warrants exercisable for an aggregate of 7,704,503 shares of common
stock, at a weighted average exercise price of $10.62 per share. These warrants
have net exercise provisions under which the holder may, in lieu of payment of
the exercise price in cash, surrender the warrant and receive a net amount of
shares, based on their fair market value of the common stock at the time of
exercise of the warrant, after deducting the exercise price of the warrant.
These warrants expire on dates ranging from two years from the closing of this
offering to five years from the closing of this offering. These warrants and
rights to acquire warrants include:

  .  a warrant to initially purchase up to 1,650,000 shares of our series C
     preferred stock to Northwest Airlines at a price of $5.125 per share.
     The exercisability of the warrant is subject to implementing our
     solutions on Northwest Airlines' primary Web site, www.nwa.com. The
     number of shares exercisable under this warrant is subject to adjustment
     based on the timing of implementing our solutions on the www.nwa.com Web
     site. If our solutions are implemented on this Web site within 12 months
     of the issuance of the warrant, the warrant will be exercisable for
     1,650,000 shares of common stock. If our solutions are implemented on
     this Web site after 12 months but on or prior to 18 months after the
     warrant issuance date, the warrant will be exercisable for 1,500,000
     shares of common stock. If our solutions are implemented on this Web
     site after 18 months but on or prior to 24 months after the warrant
     issue date, the warrant will be exercisable for 1,250,000 shares of
     common stock. If our solutions are not implemented on this Web site
     within 24 months after the warrant issuance date, the warrant will not
     be exercisable for any shares and will terminate;

  .  a warrant to American Express to purchase 375,000 shares of common stock
     at an exercise price of $16.50 per share, a warrant to purchase 730,023
     shares of our series E preferred stock at an exercise price of $21.00
     per share and a warrant to purchase 730,023 shares of our series E
     preferred stock at an exercise price of $31.00 per share;

  .  a warrant to America West Airlines to purchase 500,000 shares of our
     series E preferred stock at an exercise price of $12.50 per share, a
     warrant to Air Canada to purchase 200,000 shares of our series E
     preferred stock at an exercise price of $12.50 per share and a warrant
     to Covia to purchase 1,136,821 shares of our series C preferred stock at
     $11.20 per share; and

  .  we have granted Covia the right to have us grant Covia an option to
     purchase, at its choice, up to 1,424,539 shares of Series C preferred
     stock at a price of $5.125 per share or, for a purchase price of
     $5.125 per share, a warrant to purchase up to 1,424,539 shares of Series
     C preferred stock at an exercise price of $0.01 per share. In addition,
     we sold Covia the right to have us grant Covia a warrant to purchase
     807,698 shares of series C preferred stock at a price of $0.01 per
     share.

Antitakeover Effects of Provisions of the Certificate of Incorporation, Bylaws,
Delaware Law and Standstill Agreement

 Certificate of Incorporation and Bylaws

  We have adopted provisions in our amended and restated certificate of
incorporation and in our amended and restated bylaws that:

  . eliminate the right of stockholders to call a special meeting of
    stockholders or bring matters before a special meeting of stockholders;

  . require stockholders to give us advance notice of their intent to
    nominate directors or bring matters before an annual meeting of
    stockholders;

  . eliminate the ability of stockholders to take action by written consent;
    and

                                       73
. permit the board of directors to create one or more series of preferred
    stock and to issue the shares thereof.

  These provisions could adversely affect the rights of the holders of common
stock by delaying, deferring or preventing a change in control. These
provisions are intended to enhance the likelihood of continuity and stability
in the composition of the board of directors and in the policies formulated by
the board of directors and to discourage certain types of transactions that may
involve an actual or threatened change of control. These provisions are
designed to reduce our vulnerability to an unsolicited acquisition proposal and
to discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender
offers for our shares and, as a consequence, they also may inhibit fluctuations
in the market price of our shares that could result from actual or rumored
takeover attempts. Such provisions also may have the effect of preventing
changes in our management.

 Delaware Anti-Takeover Statute

  We are subject to Section 203 of the Delaware General Corporation Law, which,
subject to certain exceptions, prohibits a publicly held Delaware corporation
from engaging in any "business combination" with any "interested stockholder"
for a period of three years following the date that such stockholder became an
interested stockholder, unless:

  . prior to that date, the board of directors approved either the business
    combination or the transaction that resulted in the stockholder becoming
    an interested stockholder;

  . upon consummation of the transaction that resulted in the stockholder
    becoming an interested stockholder, the interested stockholder owned at
    least 85% of the voting stock of the corporation outstanding at the time
    the transaction commenced, excluding for purposes of determining the
    number of shares outstanding those shares owned by directors, officers
    and certain employee stock plans; and

  . on or subsequent to such date, the business combination is approved by
    the board of directors and authorized at an annual or special meeting of
    stockholders, and not by written consent, by the affirmative vote of at
    least 66~% of the outstanding voting stock that is not owned by the
    interested stockholder.

  Section 203 defines "business combination" to include:

  . any merger or consolidation involving the corporation and the interested
    stockholder;

  . any sale, transfer, pledge or other disposition of 10% or more of our
    assets involving the interested stockholder;

  . subject to certain exceptions, any transaction that results in the
    issuance or transfer by us of any of our stock to the interested
    stockholder;

  . any transaction involving us that has the effect of increasing the
    proportionate share of the stock of any class or series beneficially
    owned by the interested stockholder; and

  . the receipt by the "interested stockholder" of the benefit of any loans,
    advances, guarantees, pledges or other financial benefits provided by or
    through the corporation.

  In general, Section 203 defines an interested stockholder as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or
person.

  In addition, some of our stockholders are subject to standstill agreements
preventing them from acquiring over a specified percentage of our voting
securities. These standstill agreements will have the effect of making us more
difficult to be acquired by these stockholders. For a discussion of these
standstill agreements, see "Certain Transactions--Equity Financings and
Stockholders Arrangements."

                                       74
Registration Rights

  After this offering, the holders of 20,257,882 shares of common stock will be
entitled to certain rights with respect to the registration of these shares
under the Securities Act. Under the terms of our investors' rights agreement
between us and the holders of registrable securities, if we propose to register
any of our securities under the Securities Act, either for our own account or
for the account of other security holders exercising registration rights, these
holders are entitled to notice of such registration and are entitled to include
their shares of such common stock in the registration. Additionally, holders of
17,523,597 shares of the registrable securities are also entitled to certain
demand registration rights under which they may require us to file a
registration statement under the Securities Act at our expense with respect to
our shares of common stock, and we are required to use our best efforts to
effect such registration. Further, the holders of such demand rights may
require us to file additional registration statements on Form S-3. All of these
registration rights are subject to certain conditions and limitations, among
them the right of the underwriters of an offering to limit the number of shares
included in such registration and our right not to effect a requested
registration within six months following the initial public offering of our
securities, including this offering.

Transfer Agent and Registrar

  The Transfer Agent and Registrar for our common stock is
                              .

                                       75
SHARES ELIGIBLE FOR FUTURE SALE

  Upon completion of this offering (assuming no exercise of the underwriters'
overallotment option), we will have an aggregate of            shares of common
stock outstanding, based upon the shares outstanding as of September 14, 1999,
assuming no exercise of outstanding options. Of the total outstanding shares,
the           shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act of 1933, as
amended, except that any shares held by our affiliates, as that term is defined
under the Securities Act, may generally only be sold in compliance with the
limitations of Rule 144 described below.

Sales of Restricted Shares

  The remaining            shares of common stock are deemed restricted shares
under Rule 144. Sale in the public market of these restricted shares is limited
by restrictions under the Securities Act and lock-up agreements or similar
arrangements under which the holders of such shares have agreed not to sell or
otherwise dispose of any of their shares for a period of 180 days after the
date of this prospectus without the prior written consent of Donaldson, Lufkin
& Jenrette Securities Corporation. On the date of this prospectus, no shares
other than the           shares offered hereby will be eligible for sale in the
public market. Beginning 180 days after the date of this prospectus, or earlier
with the consent of Donaldson, Lufkin & Jenrette Securities Corporation,
          restricted shares will become available for sale in the public
market, subject to certain limitations of Rule 144 of the Securities Act.

  The following table shows approximately when the       shares of our common
stock that are not being sold in this offering, but which will be outstanding
when this offering is complete, will be eligible for sale in the public market:

         Eligibility of Restricted Shares for Sale in the Public Market
Number
                                                                            of
Date                                                                      Shares
At the effective date....................................................
180 days after the effective date........................................
One year after the effective date........................................
Resale of       of the restricted shares that will become available for sale
in the public market starting 180 days after the effective date of this
offering will be limited by volume and other resale restrictions under Rule 144
of the Securities Act because the holders are our affiliates.

  In general, under Rule 144 of the Securities Act as currently in effect,
beginning 90 days after this offering, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year,
including a person who may be deemed an affiliate, is entitled to sell within
any three-month period a number of shares that does not exceed the greater of
1% of the then-outstanding shares of our common stock (approximately
shares after giving effect to this offering) and the average weekly trading
volume of our common stock on the Nasdaq National Market during the four
calendar weeks preceding such sale. Sales under Rule 144 of the Securities Act
are subject to certain restrictions relating to manner of sale, notice and the
availability of current public information about us. A person who is not our
affiliate at any time during the 90 days preceding a sale, and who has
beneficially owned shares for at least two years, would be entitled to sell
such shares immediately following this offering without regard to the volume
limitations, manner of sale provisions or notice or other requirements of Rule
144 of the Securities Act. However, the transfer agent may require an opinion
of counsel that a proposed sale of shares comes within the terms of Rule 144 of
the Securities Act prior to effecting a transfer of such shares.

                                       76
Prior to this offering, there has been no public market for our common stock
and no predictions can be made of the effect, if any, that the sale or
availability for sale of shares of additional common stock will have on the
market price of our common stock. Nevertheless, sales of substantial amounts of
such shares in the public market, or the perception that such sales could
occur, could adversely affect the market price of the common stock and could
impair our future ability to raise capital through an offering of our equity
securities.

Options

  As of July 31, 1999, options to purchase a total of 3,511,810 shares of
common stock pursuant to the 1996 stock incentive plan were exercisable. All of
the shares subject to options are subject to lock-up agreements or similar
arrangements. An additional 5,000,000 shares of common stock were reserved as
of August 16, 1999 for future option grants or direct issuances under the 1999
stock incentive plan, 2,500,000 shares of common stock were reserved as of
August 16, 1999 under our 1999 employee stock purchase plan and 750,000 shares
of common stock were reserved as of August 16, 1999 under our 1999 directors'
stock option plan. See "Management--Stock Plans" and Notes 8 and 11 of Notes to
Consolidated Financial Statements.

  We intend to file a registration statement on Form S-8 under the Securities
Act to register all shares of common stock subject to outstanding stock options
and common stock issued or issuable under our 1996 and 1999 stock incentive
plans and our 1999 employee stock purchase plan. We expect to file such a
registration statement shortly after the closing of this offering. Such
registration statement is expected to become effective upon filing. Shares
covered by this registration statement will thereupon be eligible for sale in
the public markets, subject to the lock-up agreements.

                                       77
UNDERWRITING

  Under the terms and subject to the conditions contained in an underwriting
agreement, the underwriters named below, for whom Donaldson, Lufkin & Jenrette
Securities Corporation, Salomon Smith Barney Inc., Bear, Stearns & Co. Inc. and
WR Hambrecht + Co are acting as representatives, have severally agreed to
purchase, and GetThere.com has agreed to sell to them, severally, the
respective number of shares of common stock set forth opposite their respective
names below:
Number of
   Underwriters:                                                        Shares
Donaldson, Lufkin & Jenrette Securities Corporation................
   Salomon Smith Barney Inc. .........................................
   Bear, Stearns & Co. Inc. ..........................................
   WR Hambrecht + Co .................................................
                                                                        ------
     Total............................................................
                                                                        ======
The underwriting agreement provides that the obligations of the underwriters
to purchase and accept delivery of the shares of common stock in the offering
are subject to approval by their counsel of legal matters concerning the
offering and to conditions precedent that must be satisfied by GetThere.com.
The underwriters are obligated to purchase and accept delivery of all the
shares of common stock in the offering, other than those shares covered by the
over-allotment option described below, if any are purchased.

  The underwriting agreement provides that the underwriters will severally
agree to purchase shares of common stock from GetThere.com at $       per share
and propose to make a public offering of those shares at the initial public
offering price set forth on the cover of this prospectus. If the shares are
sold at the initial public offering price, the underwriters will receive a fee,
referred to as the underwriting fee, of $       per share. We expect that the
underwriting fee will be 7% of the initial public offering price.

  In addition to offering part of the shares of common stock directly to the
public at the initial public offering price, the underwriters plan to offer
part of the shares to dealers, including the underwriters, at such price less a
concession not in excess of $       per share. The underwriters may allow, and
such dealers may re-allow, to other dealers a concession not in excess of
$       per share. After the initial offering of the common stock, the public
offering price and other selling terms may be changed by the representatives of
the underwriters at any time without notice. The underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

  The underwriting agreement provides that GetThere.com will grant to the
underwriters an option, exercisable for 30 days after the date of this
prospectus, to purchase, from time to time, in whole or in part, up to an
aggregate of            additional shares of common stock at the initial public
offering price less underwriting discounts and commission. The underwriters may
exercise the option solely to cover over-allotments, if any, made in connection
with the offering. To the extent that the underwriters exercise the option,
each underwriter will become obligated, subject to conditions contained in the
underwriting agreement, to purchase its pro rata portion of such additional
shares based on the underwriters' percentage underwriting commitment as
indicated in the above table.

  The underwriting agreement also provides that GetThere.com will indemnify the
underwriters against liabilities which may arise in connection with the
offering, including liabilities under the Securities Act of 1933, and
contribute to payments that the underwriters may be required to make.

                                       78
As required by the underwriting agreement, each of GetThere.com's officers,
directors and other stockholders and option holders who hold in the aggregate
           shares of common stock and options (including shares held by
officers and directors) have agreed not to:

  . offer, pledge, sell, contract to sell, sell any option or contract to
    purchase, purchase any option or contract to sell, grant any option,
    right or warrant to purchase, lend, or otherwise transfer or dispose of,
    directly or indirectly, any shares of common stock, other than shares
    acquired in the initial public offering or on the Nasdaq National Market,
    or any securities convertible into or exercisable or exchangeable for
    common stock; or

  . enter into any swap or other arrangement that transfers to another, in
    whole or in part, any of the economic consequences of ownership of the
    common stock, whether any such transaction described above is to be
    settled by delivery of common stock or other securities, in cash, or
    otherwise.

  Donaldson, Lufkin & Jenrette Securities Corporation may choose to release
some of these shares from such restrictions prior to the expiration of the 180-
day lock-up period, although it has no current intention of doing so.

  In addition, during such 180-day period, GetThere.com has also agreed not to
file any registration statement with respect to, and each of its executive
officers, directors and stockholders of GetThere.com have agreed not to make
any demand for, or exercise any right with respect to, the registration of any
shares of common stock or any securities convertible into or exercisable or
exchangeable for common stock without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation.

  The following table sets forth the items of compensation considered to be
underwriting compensation under the rules of the National Association of
Securities Dealers:
Total
                                                   -----------------------------
                                              Per     Without          With
                                             Share Over-Allotment Over-Allotment
Underwriting fees paid by us.............
   Expenses payable by us...................
                                             ----       ----           ----
     Total..................................
                                             ====       ====           ====
Prior to the offering, there has been no established trading market for the
common stock. The initial public offering price of the shares of common stock
offered will be determined by negotiation among GetThere.com and the
underwriters. The factors to be considered in determining the initial public
offering price include:

  . our history and the prospects for the industry in which we compete;

  . our past and present operations;

  . our historical results of operations;

  . our prospects for future earnings;

  . the recent market prices of securities of generally comparable companies;
    and

  . the general condition of the securities markets at the time of the
    offering.

  Other than in the United States, no action has been taken by GetThere.com or
the underwriters that would permit a public offering of the shares of common
stock offered in any jurisdiction where action for that purpose is required.
The shares of common stock offered may not be offered or sold, directly or
indirectly, nor may this prospectus or any other offering material or
advertisements in connection with the offer and sale of any such shares of
common stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose

                                       79
possession this prospectus comes are advised to inform themselves about and
observe any restrictions relating to the offering and the distribution of this
prospectus. This prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any shares of common stock offered in any
jurisdiction in which such an offer or a solicitation is unlawful.

  In connection with the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriters may over-allot the offering, creating a
syndicate short position. The underwriters may bid for and stabilize the price
of the common stock. In addition, the underwriting syndicate may reclaim
selling concessions from syndicate members and selected dealers if they
repurchase previously distributed common stock in syndicate covering
transactions, in stabilizing transactions or otherwise. These activities may
stabilize or maintain the market price of the common stock above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.

  The underwriters have reserved for sale, at the initial public offering
price, up to             shares of the common stock to be sold in the offering
for officers, employees, advertisers, vendors and other persons selected by
GetThere.com. The underwriters have also reserved for sale, at the initial
public offering price, up to        shares of the common stock to be sold in
the offering to Covia, a wholly owned subsidiary of United Air Lines. The
number of shares available for sale to the general public will be reduced to
the extent Covia or these entities purchase these reserved shares. Any reserved
shares not so purchased will be offered by the underwriters to the general
public on the same basis as other shares sold in this offering.

  WR Hambrecht + Co is an investment banking firm formed as a limited liability
company in February 1998. In addition to this offering, WR Hambrecht + Co has
engaged in the business of public and private equity investing and financial
advisory services since its inception. The chairman and chief executive officer
of WR Hambrecht + Co, William R. Hambrecht, has 40 years of experience in the
securities industry. Mr. Hambrecht is a director of GetThere.com and
beneficially owns 50,000 shares and options to acquire an additional 15,000
shares of GetThere.com common stock.

                                       80
LEGAL MATTERS

  The validity of the shares of common stock being offered by GetThere.com will
be passed upon for GetThere.com by Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP, Menlo Park, California, which has acted as our counsel in
connection with this offering. Certain legal matters in connection with this
offering will be passed upon for the underwriters by Brobeck, Phleger &
Harrison LLP, Palo Alto, California.

                                    EXPERTS

  The financial statements as of January 31, 1999 and 1998 and for each of the
three years in the period ended January 31, 1999 included in this Prospectus
have been so included in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firms as experts in
auditing and accounting.

                             ADDITIONAL INFORMATION

  We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 with respect to the common stock being offered. This
prospectus, which forms a part of the registration statement, does not contain
all of the information set forth in the registration statement. For further
information with respect to us and our common stock, reference is made to the
registration statement. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete, and,
in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the registration statement, and each such statement is
qualified in all respects by such reference.

  Copies of the registration statement may be examined without charge at the
Public Reference Section of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and the Securities and
Exchange Commission's Regional Offices located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any portion of
the registration statement can be obtained from the Public Reference Section of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of certain prescribed fees. The Securities and
Exchange Commission maintains a Web site that contains registration statements,
reports, proxy and information statements and other information regarding
registrants (including us) that file electronically. The address of such Web
site is http://www.sec.gov.

  We intend to distribute annual reports containing audited financial
statements and will make copies of quarterly reports available for the first
three quarters of each fiscal year containing unaudited interim financial
statements.

                                       81
GETTHERE.COM, INC.

                         INDEX TO FINANCIAL STATEMENTS
Page
                                                                            ----
Report of Independent Accountants.......................................... F-2
Balance Sheet.............................................................. F-3
Statement of Operations.................................................... F-4
Statement of Stockholders' Deficit......................................... F-5
Statement of Cash Flows.................................................... F-6
Notes to Financial Statements.............................................. F-7
F-1
REPORT OF INDEPENDENT ACCOUNTANTS

  The reincorporation described in Note 1 of the financial statements had not
been consummated at September 13, 1999. When it has been consummated, we will
be in a position to furnish the following report:

"To the Board of Directors and Stockholders
of GetThere.com, Inc.

  In our opinion, the accompanying balance sheet and the related statements of
operations, of stockholders' deficit and of cash flows present fairly, in all
material respects, the financial position of GetThere.com, Inc. at January 31,
1998 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended January 31, 1999, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above."

/s/ PricewaterhouseCoopers LLP

San Jose, California
September 13, 1999

                                      F-2
GETTHERE.COM, INC.

                                 BALANCE SHEET
                     (In thousands, except per share data)
January 31,                   Pro Forma
                                        -----------------   July 31,    July 31,
                                         1998      1999       1999        1999
                                                           (unaudited) (unaudited)
ASSETS
------

Current assets:
  Cash and cash equivalents............ $ 1,332  $  8,268   $  3,306     $ 4,161
  Short-term investments...............     --      7,534      3,235       3,235
  Accounts receivable, net.............     774     1,203        863         863
  Prepaid expenses and other current
   assets..............................      78       136        593         593
                                        -------  --------   --------     -------
    Total current assets...............   2,184    17,141      7,997       8,852
Property and equipment, net............   2,158     3,621      7,352       7,352
Other assets...........................      48        44         46          46
Restricted cash (Note 5)...............     --        --         805         805
Intangible assets......................     --        --       2,739       2,739
                                        -------  --------   --------     -------
                                        $ 4,390  $ 20,806   $ 18,939     $19,794
                                        =======  ========   ========     =======

LIABILITIES, REDEEMABLE
CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------

Current liabilities:
  Borrowings........................... $   469  $    328   $    234     $   234
  Accounts payable.....................   1,271     1,000      3,264       3,264
  Accrued liabilities..................     358     1,339      2,637       2,637
  Deferred revenue.....................     755     1,072      1,120       1,120
  Capital lease obligations, current...     173     1,313      2,945       2,945
                                        -------  --------   --------     -------
    Total current liabilities..........   3,026     5,052     10,200      10,200
Convertible note payable...............     --        --       1,650       1,650
Capital lease obligations, long-term...     434     3,235      5,364       5,364
                                        -------  --------   --------     -------
                                          3,460     8,287     17,214      17,214
                                        -------  --------   --------     -------
Redeemable convertible preferred stock
 and warrants (Note 6).................  10,784    36,060     36,094         --
                                        -------  --------   --------     -------

Commitments (Note 5)

Stockholders' equity (deficit):
  Common stock; $.0001 par value;
   50,000 shares authorized; 3,920,
   4,544 and 7,664 (unaudited) and
   19,803 (unaudited) shares issued and
   outstanding at January 31, 1998 and
   1999, July 31, 1999 and pro forma,
   respectively........................     --        --         --            1
  Additional paid-in capital...........     489     8,571     50,904      87,852
  Note receivable from stockholders....     --        --      (2,707)     (2,707)
  Unearned compensation................    (370)   (6,503)   (36,628)    (36,628)
  Accumulated deficit..................  (9,973)  (25,609)   (45,938)    (45,938)
                                        -------  --------   --------     -------
    Total stockholders' equity
     (deficit).........................  (9,854)  (23,541)   (34,369)      2,580
                                        -------  --------   --------     -------
                                        $ 4,390  $ 20,806   $ 18,939     $19,794
                                        =======  ========   ========     =======
The accompanying notes are an integral part of these financial statements.

                                      F-3
GETTHERE.COM, INC.

                            STATEMENT OF OPERATIONS
                     (In thousands, except per share data)
Fiscal Year Ended        Six Months Ended
                                       January 31,               July 31,
                                 --------------------------  -----------------
                                  1997     1998      1999     1998      1999
                                                               (unaudited)
Revenues:
 Transaction...................  $   253  $ 2,098  $  4,932  $ 2,090  $  4,862
 Professional service..........      329      903     1,515      619       736
                                 -------  -------  --------  -------  --------
   Total revenues..............      582    3,001     6,447    2,709     5,598
Cost of revenues...............      134    1,680     4,292    1,623     3,973
                                 -------  -------  --------  -------  --------
Gross profit...................      448    1,321     2,155    1,086     1,625
                                 -------  -------  --------  -------  --------

Operating expenses:
 Research and development......      906    2,266     4,113    1,726     1,819
 Sales and marketing...........    1,030    2,393     5,732    2,522     3,612
 General and administrative....    1,962    2,887     6,127    2,687     6,973
 Stock-based compensation......       20      103     2,005      561     9,416
                                 -------  -------  --------  -------  --------
   Total operating expenses....    3,918    7,649    17,977    7,496    21,820
                                 -------  -------  --------  -------  --------
Loss from operations...........   (3,470)  (6,328)  (15,822)  (6,410)  (20,195)
Interest income (expense),
 net...........................       43      (30)      186      (69)     (134)
                                 -------  -------  --------  -------  --------
Net loss.......................   (3,427)  (6,358)  (15,636)  (6,479)  (20,329)
Accretion of series B
 redeemable convertible
 preferred stock...............       --      (51)      (68)     (34)      (34)
                                 -------  -------  --------  -------  --------
Net loss attributable to common
 stockholders..................  $(3,427) $(6,409) $(15,704) $(6,513) $(20,363)
                                 =======  =======  ========  =======  ========
Basic and diluted net loss per
 share.........................  $ (1.21) $ (1.81) $  (3.97) $ (1.70) $  (5.00)
                                 =======  =======  ========  =======  ========
Shares used in computing basic
 and diluted net loss per
 share.........................    2,827    3,537     3,957    3,823     4,071
                                 =======  =======  ========  =======  ========
Pro forma basic and diluted net
 loss per share................                    $  (1.05)          $  (1.25)
                                                   ========           ========
Shares used in computing pro
 forma basic and diluted net
 loss per share................                      14,917             16,199
                                                   ========           ========
The accompanying notes are an integral part of these financial statements.

                                      F-4
GETTHERE.COM, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT
                                 (In thousands)
Note
                          Common Stock   Additional  Receivable                               Total
                          --------------  Paid-In       from       Unearned   Accumulated Stockholders'
                          Shares  Amount  Capital   Stockholders Compensation   Deficit      Deficit
Balance at January 31,
 1996...................  3,000   $ --    $     3     $   --       $    --     $   (188)    $   (185)
Issuance of common
 stock..................    335     --         34         --            --          --            34
Issuance of restricted
 common stock for
 services...............    437     --         59         --            (59)        --           --
Unearned compensation...    --      --         14         --            (14)        --           --
Amortization of unearned
 compensation...........    --      --        --          --             20         --            20
Net loss................    --      --        --          --            --       (3,427)      (3,427)
                          -----   -----   -------     -------      --------    --------     --------
Balance at January 31,
 1997...................  3,772     --        110         --            (53)     (3,615)      (3,558)
Issuance of common stock
 for services...........     40     --          6         --             (6)        --           --
Exercise of common stock
 options................    108     --         10         --            --          --            10
Accretion of series B
 redeemable convertible
 preferred stock........    --      --        (51)        --            --          --           (51)
Unearned compensation...    --      --        414         --           (414)        --           --
Amortization of unearned
 compensation...........    --      --        --          --            103         --           103
Net loss................    --      --        --          --            --       (6,358)      (6,358)
                          -----   -----   -------     -------      --------    --------     --------
Balance at January 31,
 1998...................  3,920     --        489         --           (370)     (9,973)      (9,854)
Issuance of restricted
 common stock for
 services...............    692     --      1,118         --         (1,118)        --           --
Exercise of common stock
 options................     83     --         12         --            --          --            12
Accretion of series B
 redeemable convertible
 preferred stock........    --      --        (68)        --            --          --           (68)
Unearned compensation...    --      --      7,035         --         (7,035)        --           --
Amortization of unearned
 compensation...........    --      --        --          --          2,005         --         2,005
Forfeiture of common
 stock..................   (151)    --        (15)        --             15         --           --
Net loss................    --      --        --          --            --      (15,636)     (15,636)
                          -----   -----   -------     -------      --------    --------     --------
Balance at January 31,
 1999...................  4,544     --      8,571         --         (6,503)    (25,609)     (23,541)
Exercise of common stock
 options in exchange for
 notes receivable
 (unaudited)............  2,707     --      2,707      (2,707)          --          --           --
Issuance of restricted
 common stock for
 employment
 (unaudited)............    125     --      1,186         --         (1,186)        --           --
Exercise of common stock
 options (unaudited)....    288     --        119         --            --          --           119
Accretion of series B
 redeemable convertible
 preferred stock
 (unaudited)............    --      --        (34)        --            --          --           (34)
Unearned compensation
 (unaudited)............    --      --     38,355         --        (38,355)        --           --
Amortization of unearned
 compensation
 (unaudited)............    --      --        --          --          9,416         --         9,416
Net loss (unaudited)....    --      --        --          --            --      (20,329)     (20,329)
                          -----   -----   -------     -------      --------    --------     --------
Balance at July 31, 1999
 (unaudited)............  7,664   $ --    $50,904     $(2,707)     $(36,628)   $(45,938)    $(34,369)
                          =====   =====   =======     =======      ========    ========     ========
The accompanying notes are an integral part of these financial statements.

                                      F-5
GETTHERE.COM, INC.

                            STATEMENT OF CASH FLOWS
                                 (In thousands)
Fiscal Year Ended        Six Months Ended
                                       January 31,               July 31,
                                 --------------------------  -----------------
                                  1997     1998      1999     1998      1999
                                                               (unaudited)
Cash flows from operating
 activities:
Net loss.......................  $(3,427) $(6,358) $(15,636) $(6,479) $(20,329)
Adjustments to reconcile net
 loss to net cash used in
 operating activities:
  Depreciation and
   amortization................      119      413     1,462      633     1,828
  Common stock issued for
   services....................       11        6       559      130     1,625
  Amortization of unearned
   compensation................        9       97     1,446      431     7,791
  Provision for doubtful
   accounts....................       74       82       508      212       115
  Non-cash interest expense....       10       72       248      124       160
  Changes in assets and
   liabilities:
   Accounts receivable.........     (209)    (627)     (937)    (420)      345
   Restricted cash.............      --       --        --       --       (805)
   Accounts payable............      323      951      (271)    (790)    2,264
   Accrued liabilities.........      (99)     259       981      803       564
   Deferred revenue............      164      591       317      394        48
   Prepaid expenses and other
    assets.....................        8      (73)      (54)    (137)     (459)
                                 -------  -------  --------  -------  --------
     Net cash used in operating
      activities...............   (3,017)  (4,587)  (11,377)  (5,099)   (6,853)
                                 -------  -------  --------  -------  --------
Cash flows from investing
 activities:
Purchase of property and
 equipment.....................     (637)  (2,006)   (2,925)  (1,914)   (5,234)
Acquisition of businesses......     (100)     --        --       --       (800)
Proceeds from sale of short-
 term investments..............      --       --        --       --      4,299
Purchase of short-term
 investments...................      --       --     (7,534)  (5,126)      --
                                 -------  -------  --------  -------  --------
    Net cash used in investing
     activities................     (737)  (2,006)  (10,459)  (7,040)   (1,735)
                                 -------  -------  --------  -------  --------
Cash flows from financing
 activities:
Proceeds from issuance of
 series A redeemable
 convertible preferred stock...    4,200      --        --       --        --
Proceeds from issuance of
 series B redeemable
 convertible preferred stock
 and warrants..................      --     6,498       --       --        --
Proceeds from issuance of
 series C redeemable
 convertible preferred stock,
 options and warrants..........      --       --     25,208   25,208       --
Proceeds from borrowings on
 capital lease obligations.....      118      494     3,972    3,261     4,308
Principal payments on capital
 lease obligations.............      (22)    (125)     (279)    (113)     (707)
Proceeds from (payment of) bank
 borrowings....................      --       469      (141)     (47)      (94)
Proceeds from issuance of
 common stock..................       34       10        12        5       119
                                 -------  -------  --------  -------  --------
     Net cash provided by
      financing activities.....    4,330    7,346    28,772   28,314     3,626
                                 -------  -------  --------  -------  --------
Net increase (decrease) in cash
 and cash equivalents..........      576      753     6,936   16,175    (4,962)
Cash and cash equivalents at
 beginning of period...........        3      579     1,332    1,332     8,268
                                 -------  -------  --------  -------  --------
Cash and cash equivalents at
 end of period.................  $   579  $ 1,332  $  8,268  $17,507  $  3,306
                                 =======  =======  ========  =======  ========
Supplemental disclosure of cash
 flow information:
Cash paid for interest.........  $    19  $    57  $    339  $   166  $    220
                                 =======  =======  ========  =======  ========
Supplemental non-cash investing
and financing activities:
Warrants issued to acquire
 redeemable convertible
 preferred stock...............  $    10  $   363  $  4,139  $ 4,139  $    --
                                 =======  =======  ========  =======  ========
The accompanying notes are an integral part of these financial statements.

                                      F-6
GETTHERE.COM, INC.

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1--THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

  GetThere.com, Inc. ("GetThere" or the "Company") was incorporated as Internet
Travel Network in California on August 7, 1995. The Company changed its name to
GetThere.com on July 15, 1999.

  GetThere.com is a provider of Internet-based travel procurement and supply
solutions primarily for businesses and travel suppliers. The Company's
Internet-based solutions are designed to reduce current inefficiencies in the
travel procurement and supply process by decreasing the role of intermediaries,
such as travel agents, by providing customers with valuable travel information
and by streamlining the internal procurement and supply processes of the
Company's customers.

Reincorporation

  In August 1999, the Company's Board of Directors authorized the
reincorporation of the Company in the State of Delaware. As a result of the
reincorporation, the Company is authorized to issue 200 million shares of
$0.0001 par value common stock and 10,000,000 shares of $0.0001 par value
preferred stock. The Board of Directors has the authority to issue undesignated
preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof. Share and per share information for each
of the periods presented has been retroactively adjusted to reflect the
reincorporation.

Unaudited interim results

  The accompanying balance sheet as of July 31, 1999, the statement of
operations and of cash flows for the six months ended July 31, 1999 and 1998
and the statement of stockholders' deficit for the six months ended July 31,
1999 are unaudited. In the opinion of management, these statements have been
prepared on the same basis as the audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair presentation of the results of these periods. The data disclosed in the
notes to the financial statements for these periods is unaudited.

Use of estimates

  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue recognition

  All revenues arise from providing internet-based services. Transaction
revenues are largely derived from on-line orders, hosting fees, advertising,
and traveler support services. Revenues from on-line orders are recognized upon
the completion of the transaction or when the commission is received.
Completion is generally defined as either the placement of an order with a
third party supplier or the fulfillment of an order, depending upon the nature
of the agreement with the customer. Hosting fees are recognized monthly when
invoiced. Advertising revenues are primarily derived from advertising contracts
in which the Company is obligated to

                                      F-7
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

provide a minimum number of "impressions" or times that an advertisement is
viewed. Advertising revenues are recognized ratably over the term of the
advertising campaign provided that no significant obligations remain. Revenues
from advertising are deferred until such obligations are fulfilled. Revenues
from traveler support services are recognized as the services are performed.

  Professional service revenues are primarily derived from fees for
implementation and customization of customer web sites utilizing the Company's
technology. These fees are recognized over the term of the project based upon
the project's state of completion. Payments received in advance of the
performance of services are recorded as deferred revenue. Provisions are made
in full for any contracts during the period in which a loss on a particular
contract becomes probable.

Cost of Revenues

  Cost of revenues is predominantly comprised of transaction and personnel
costs including software and telecommunications costs associated with operating
the Company's transaction systems, traveler support and travel service center.
Costs associated with outside consultants, commission sharing with ePartners,
content licensing, printing and delivery costs of tickets, computer reservation
service charges and advertising agency fees are also included as cost of
revenues. It is impracticable for the Company to allocate the costs of
facilities or other expense items that are not directly attributable to revenue
generation activities; these common costs and expenses are primarily included
in general and administrative expenses.

Cash, cash equivalents and short-term investments

  The Company considers all highly liquid investments purchased with a maturity
of three months or less at the date of acquisition to be cash equivalents;
those with original maturities greater than three months and current maturities
less than twelve months from the balance sheet date are considered short-term
investments.

  Both cash equivalents and short-term investments are considered available-
for-sale securities and are carried at cost, which approximates fair value. The
following schedule summarizes the estimated fair value of the Company's cash,
cash equivalents and short-term investments (in thousands):
January 31,   July 31,
                                                       ------------- -----------
                                                        1998   1999     1999
                                                                     (unaudited)
Cash and cash equivalents:
Cash.................................................. $  286 $  367   $  --
Money market funds....................................  1,046  3,725    3,306
Corporate debt securities.............................    --   4,176      --
                                                       ------ ------   ------
                                                       $1,332 $8,268   $3,306
                                                       ====== ======   ======

Short-term investments:
Certificates of deposit...............................        $  629   $  --
Corporate debt securities.............................           997      --
Foreign debt securities...............................         1,019      --
U.S. government debt securities.......................         4,889    3,235
                                                              ------   ------
                                                              $7,534   $3,235
                                                              ======   ======
Concentration of credit risk

  Financial instruments that potentially subject the Company to a concentration
of credit risk consist of cash, cash equivalents, short-term investments and
accounts receivable. Cash, cash equivalents and short-term

                                      F-8
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

investments are deposited with high credit, quality financial institutions. The
Company's accounts receivable are derived from revenue earned from customers
located primarily in the United States. The Company performs credit evaluations
of its customers' financial condition and, generally, requires no collateral.
The Company maintains an allowance for doubtful accounts receivable based upon
the expected collectibility of such accounts.

  For fiscal year 1997, Customers A and B accounted for 18% and 13% of the
Company's revenues, respectively. For fiscal year 1998, Customer B accounted
for 12% of the Company's revenues. For fiscal year 1999, Customer C accounted
for 25% of the Company's revenues. For the six months ended July 31, 1998 and
1999 (unaudited) Customer C accounted for 21% and 34% of the Company's revenue,
respectively. No other customer accounted for 10% or more of revenues during
fiscal years 1997, 1998 and 1999.

  At January 31, 1998, Customers B, C and D accounted for 11%, 12% and 14% of
the total accounts receivable, respectively. At January 31, 1999, Customers C,
D and E accounted for 19%, 13% and 13% of the total accounts receivable,
respectively. At July 31, 1999, Customer C accounted for 23% (unaudited) of the
total accounts receivable. No other customer accounted for 10% or more of the
Company's total accounts receivable at the respective balance sheet dates.

Fair value of instruments

  The Company's financial instruments including cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and accrued
liabilities are carried at cost, which approximate fair value due to the short-
term maturity of these instruments. The carrying value of the Company's capital
leases approximate fair market value because of prevailing interest rates.
Redeemable preferred stocks are recorded at their redemption amounts which is
considered to approximate fair value.

Capitalization of internal-use software costs

  In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998 and provides
guidance on accounting for the costs incurred for computer software developed
or obtained for internal use including the requirement to capitalize specified
costs and amortization of such costs. The Company adopted the provisions of SOP
98-1 in its fiscal year beginning February 1, 1999.

Property and equipment

  Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally
three years. Leasehold improvements are amortized over the shorter of the
remaining term of the lease or the estimated useful lives of the assets.

Impairment of long-lived assets

  The Company periodically evaluates the carrying value of long-lived assets to
be held and used, including but not limited to, capital assets and intangible
assets, when events and circumstances warrant such a review. The carrying value
of a long-lived asset is considered impaired when the anticipated undiscounted
cash flow from such asset is separately identifiable and is less than its
carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair value of the long-lived asset. Fair
value is determined primarily using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Losses on long-lived assets to be
disposed of are determined in a similar manner, except that fair values are
reduced for the cost of disposal. No losses from impairment have been
recognized in the financial statements.

                                      F-9
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Advertising

  Advertising is expensed as incurred. Advertising and public relations
expenses for the fiscal years ended January 31, 1997, 1998 and 1999 and for the
six months ended July 31, 1998 and 1999 totaled $401,000, $536,000, $1,077,000,
$461,000 (unaudited) and $545,000 (unaudited), respectively.

Stock-based compensation

  The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees" using the multiple
option approach and complies with the disclosure provisions of Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-
Based Compensation."

  The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS 123 and the Emerging Issues Task Force
in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or In Conjunction with Selling, Goods or
Services."

Income taxes

  Income taxes are accounted for using an asset and liability approach which
requires the recognition of taxes payable or refundable for the current year
and deferred tax liabilities and assets for the future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. The measurement of current and deferred tax liabilities and assets are
based on provisions of the enacted tax law; the effects of future changes in
tax laws or rates are not anticipated. The measurement of deferred tax assets
is reduced, if necessary, by the amount of any tax benefits that, based on
available evidence, are not expected to be realized.

Net loss per share

  The Company computes net loss per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share" and
SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS
128 and SAB 98, basic net loss per share is computed by dividing the net loss
attributed to common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period excluding shares of
Common Stock subject to repurchase. Such shares of common stock subject to
repurchase aggregated:
Six Months Ended July
             Year Ended January 31,                                          31,
      ----------------------------------------------              --------------------------------------
       1997            1998                  1999                  1998                   1999
      -------         -------               -------               -------               ---------
                                                                        (Unaudited)
      318,409         275,464               401,831               646,178               3,033,378
F-10
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following table sets forth the computation of basic and diluted net loss
per share for the periods indicated:
Six Months Ended July
                                Year Ended January 31,                     31,
                         --------------------------------------  -------------------------
                            1997         1998          1999         1998          1999
                                                                       (unaudited)
Numerator:
  Net loss attributable
   to common
   stockholders......... $(3,427,000) $(6,409,000) $(15,704,000) $(6,513,000) $(20,363,000)
Denominator:
  Weighted average
   shares...............   3,201,768    3,873,540     4,474,073    4,420,963     5,423,907
  Weighted average
   unvested shares of
   common stock subject
   to repurchase........    (374,484)    (337,005)     (516,681)    (597,882)   (1,352,820)
                         -----------  -----------  ------------  -----------  ------------
Denominator for basic
 and diluted
 calculation............   2,827,284    3,536,535     3,957,392    3,823,081     4,071,087
                         ===========  ===========  ============  ===========  ============
Net loss per share:
  Basic and diluted..... $     (1.21) $     (1.81) $      (3.97) $     (1.70) $      (5.00)
                         ===========  ===========  ============  ===========  ============
The following table sets forth potential shares of common stock that are not
included in the diluted net loss per share calculation above because to do so
would be anti-dilutive for the periods indicated:
Six Months Ended July
                                Year Ended January 31,              31,
                            ------------------------------ ---------------------
                              1997      1998       1999       1998       1999
                                                                (unaudited)
Weighted average effect of
 common stock equivalents
  Series A preferred
   stock..................  2,764,787 3,705,991  3,705,991  3,705,991  3,705,991
  Series B preferred
   stock..................        --  3,098,938  3,914,448  3,914,448  3,914,448
  Series C preferred
   stock..................        --        --   2,948,085  1,370,292  4,110,875
  Warrants and options to
   purchase
   redeemable convertible
   preferred stock........     13,235   351,386  2,814,579  1,857,594  3,772,171
  Shares of common stock
   subject
   to repurchase..........    374,484   337,005    516,681    597,882  1,352,820
  Common stock options....     57,156   544,136  1,188,637  1,032,144  3,197,445
                            --------- --------- ---------- ---------- ----------
                            3,209,662 8,037,456 15,088,421 12,478,351 20,053,750
                            ========= ========= ========== ========== ==========
Pro forma net loss per share (unaudited)

  Pro forma net loss per share is computed using the weighted average number of
shares of common stock outstanding, including the pro forma effects of the
automatic conversion of the Company's series A, B and C preferred stock and the
exercise of series B and E warrants into shares of the Company's common stock
effective upon the closing of the Company's initial public offering as if such
conversion occurred at the beginning of the period, or at the date of issuance,
if later. The resulting pro forma adjustment for the fiscal year ended January
31, 1999 and the six months ended July 31, 1999 includes (i) an increase in the
weighted average shares used to compute the basic net loss per share of
10,959,969 and 12,127,654, respectively, and (ii) a decrease in the net loss
attributable to common stockholders for the accretion of redeemable convertible
preferred stock of $68,000 and $34,000, respectively. The calculation of
diluted net loss per share excludes

                                      F-11
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

potential shares of common stock as the effect of their inclusion would be
antidilutive. Pro forma potential common stock consists of common stock subject
to repurchase rights and incremental shares of common stock issuable upon the
exercise of stock options.

Pro forma stockholders' equity (unaudited)

  Effective upon the closing of the Company's initial public offering, the
outstanding shares of series A, B and C preferred stock will automatically
convert into 3,705,991, 3,914,448, 4,110,875 shares of common stock,
respectively. In addition, 407,852 warrants to purchase Series B and E
preferred stock will be exercised to purchase the same number of shares of
common stock. Proceeds from this exercise will total $855,000. Also effective
upon the closing of the Company's initial public offering, the outstanding
warrants for 17,647, 86,225 and 3,281,090 shares of series A, B and C preferred
stock, respectively, will automatically convert to outstanding warrants for the
same number of shares of common stock. The pro forma effects of these
transactions are unaudited and have been reflected in the accompanying pro
forma balance sheet at July 31, 1999.

Comprehensive income

  Effective February 1, 1998, the Company adopted the provisions of Statements
of Financial Accounting Standard No. 130 ("SFAS 130"), "Reporting Comprehensive
Income". SFAS 130 establishes standards for reporting comprehensive income and
its components in financial statements. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from nonowner
sources. To date, the Company has not had any transactions that are required to
be reported in comprehensive income.

Segment information

  Effective February 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information." The Company identifies its
operating segments based on business activities and management responsibility.
During the fiscal years ended January 31, 1997, 1998 and 1999, the Company
operated in a single business segment providing internet-based services.

Recent accounting pronouncements

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on the Company's results of operations, financial
position or cash flows.

                                      F-12
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE 2--RELATED PARTY TRANSACTIONS:

  During the fiscal years ended January 31, 1998 and 1999 and the six months
ended July 31, 1998 and 1999, the Company provided services to United Air
Lines, an investor of the Company. Services provided to the investor totaled
(in thousands):
Six Months
                                                       Year Ended   Ended July
                                                      January 31,      31,
                                                      ------------ ------------
                                                      1998   1999  1998   1999
Transaction revenues..............................  $ 47 $1,143  $488 $1,633
   Professional service revenues.....................   145    351    83    258
                                                      ----- ------ ----- ------
     Total                                             $192 $1,494  $571 $1,891
                                                      ===== ====== ===== ======
Amounts due from the investor totaled $111,000, $336,000 and $322,000
(unaudited) at January 31, 1998 and 1998 and July 31, 1999, respectively. There
were no material related party transactions in fiscal 1997.

NOTE 3--BALANCE SHEET COMPONENTS:
January 31,      July 31,
                                                  ---------------  -----------
                                                   1998    1999       1999
                                                  (in thousands)   (unaudited)
Accounts receivable:
   Accounts receivable........................... $  929  $ 1,743    $ 1,400
   Less: Allowance for doubtful accounts.........   (155)    (540)      (537)
                                                  ------  -------    -------
                                                  $  774  $ 1,203    $   863
                                                  ======  =======    =======
   Property and equipment, net:
   Computer equipment............................ $2,367  $ 4,055    $ 8,988
   Furniture and fixtures........................    311      537        657
   Leasehold improvements........................     12    1,023      1,529
                                                  ------  -------    -------
                                                   2,690    5,615     11,174
   Less: Accumulated depreciation and
    amortization.................................   (532)  (1,994)    (3,822)
                                                  ------  -------    -------
                                                  $2,158  $ 3,621    $ 7,352
                                                  ======  =======    =======

  Equipment subject to capital leases included above, totaled $2,161,000,
$5,244,000 and $9,448,000 (unaudited) at January 31, 1998 and 1999 and July 31,
1999, respectively. Accumulated amortization on such equipment totaled
$400,000, $1,614,000 and $2,817,000 (unaudited) at January 31, 1998 and 1999
and July 31, 1999, respectively.
January 31,      July 31,
                                                  ---------------  -----------
                                                   1998    1999       1999
                                                  (in thousands)   (unaudited)
Accrued liabilities:
   Payroll and related expenses.................. $  250  $   724    $   683
   Acquisition accruals..........................    --       --         616
   Other.........................................    108      615      1,338
                                                  ------  -------    -------
                                                  $  358  $ 1,339    $ 2,637
                                                  ======  =======    =======
F-13
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE 4--BORROWINGS:

  In April 1997, the Company entered into a financing agreement with a bank,
which provides for a term loan with borrowings up to $500,000 of capital
expenditure purchases. The outstanding principal balance is due in equal
monthly installments of $16,000 ending on October 2000 together with interest
at the bank's prime rate plus 1.75% (9.5% at January 31, 1999). At January 31,
1999, $328,000 was outstanding under this term loan.

  Borrowings are secured by all of the Company's assets except leased assets.
The term loan requires the Company to meet certain financial covenants
including quick ratio, tangible net worth and profitability requirements. At
January 31, 1999, the Company was in compliance with the covenants of this
agreement.

Equipment lease line

  In April 1996, the Company entered into an equipment financing arrangement
which provided for borrowings of up to $250,000, secured by the assets
acquired. In conjunction with the financing agreement, the Company issued a
warrant to purchase 17,647 additional shares of series A redeemable convertible
preferred stock with an exercise price of $1.1333 per share. The warrant can be
exercised up to the earlier of May 2003 and two years from the effective date
of the Company's initial public offering. The Company determined that the fair
value of the warrant approximated $10,000 using the Black Scholes model and has
recorded the fair value as additional interest expense. In February 1998, the
Company extended the equipment lease line to $3,250,000 through January 1999.
The conditions and covenants of the extended agreement remain unchanged from
the previous agreement. In association with this extension, the Company issued
a warrant to purchase 54,216 shares of series B redeemable convertible
preferred stock for $1.66 per share. The Company determined that the fair value
of the warrant approximated $13,000 using the Black Scholes model and has
recorded the fair value as additional interest expense.

  In March 1997, the Company entered into another equipment financing
arrangement which provided for borrowings of up to $500,000, secured by the
assets acquired. In February 1998, the Company extended the equipment lease
line to $2,100,000 through January 1999. The conditions and covenants of the
extended agreement remain unchanged from the previous agreement. In association
with this extension, the Company issued warrants to purchase 28,916 shares of
series B redeemable convertible preferred stock for $1.66 per share. The
Company determined the fair value of the warrant approximated $15,000 using the
Black Scholes model and has recorded the fair value as additional interest
expense.

  In June 1999, the Company entered into an agreement to extended the Company's
then current $3,250,000 equipment lease line to $5,750,000 through June 2000.
The conditions and covenants of the extended agreement remain unchanged from
the previous agreement. In association with this extension, the Company issued
warrants to purchase 19,500 shares of series B convertible preferred stock at a
price equal to 85% of the next financing in excess of $10,000,000. The Company
will determine the fair value of the warrant using the Black Scholes model and
will record the fair value as additional interest expense during the quarter
ending October 31, 1999.

NOTE 5--COMMITMENTS:

Leases

  The Company leases office space and equipment under noncancelable operating
and capital leases with various expiration dates through the year 2004. Rent
expense for the years ended January 31, 1997, 1998 and 1999 and for the six
months ended July 31, 1998 and 1999 totaled $99,000, $196,000, $463,000,
$197,000 (unaudited) and $467,000 (unaudited), respectively.

                                      F-14
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  In May 1999, the Company entered into an operating lease for new office
facilities in Menlo Park, California that expires in May 2004. Under the terms
of this agreement, $805,000 of cash was pledged as collateral on an outstanding
letter of credit and was classified as restricted cash at July 31, 1999
(unaudited). The restricted cash balance will be reduced by $109,000 after the
first year of the lease and by $174,000 each year thereafter provided no event
of default has occurred. The Company was in compliance with such covenants at
July 31, 1999 (unaudited).

  In association with the lease arrangement, the Company issued warrants to
purchase 16,407 share of series E convertible preferred stock at an exercise
price equal to the next equity financing or $10 per share if the Company fails
to close a financing by September 30, l999. The Company determined that the
fair value of the warrant approximated $28,000 using the Black Scholes model
with an exercise price of $10 and has recorded the fair value as additional
interest expense in the second quarter of fiscal 2000.

  Future minimum lease payments under all noncancelable operating and capital
leases, as of January 31, 1999 and including a new office space operating lease
executed in May, 1999, are as follows:
Capital Operating
                                                               Leases   Leases
   Fiscal Year Ending January 31,                              ------- ---------
                                                                (in thousands)
2000....................................................... $1,633   $1,103
   2001.......................................................  1,926    1,420
   2002.......................................................  1,438    1,375
   2003.......................................................    102    1,419
   2004.......................................................    --     1,468
   Thereafter.................................................    --       495
                                                               ------   ------
                                                                5,099   $7,280
                                                                        ======
   Less: Amount representing interest.........................    551
                                                               ------
                                                                4,548
   Less: Current portion......................................  1,313
                                                               ------
   Long-term portion of capital lease obligations............. $3,235
                                                               ======
The Company has entered into employment agreements with certain officers and
employees of the Company. The agreements generally provide for annual bonuses
and incentive stock options as determined by the board of directors as well as
covenants not-to-compete during the employment term and for a period
thereafter. The employment agreements also generally provide for severance in
the event the individual is terminated without cause.

NOTE 6--REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANTS:

  At January 31, 1999 and July 31, 1999 (unaudited), redeemable convertible
preferred stock consisted of the following:
Liquidation
                                                      Shares             and
                                              ---------------------- Redemption
   Series                                     Designated Outstanding   Amount
A.........................................  4,000,000  3,705,991  $ 4,200,000
   B.........................................  4,500,000  3,914,448    6,498,000
   C......................................... 10,099,998  4,110,875   21,068,000
   D1........................................          1        --           --
   D2........................................          1        --           --
                                              ---------- ----------  -----------
                                              18,600,000 11,731,314  $31,766,000
                                              ========== ==========  ===========
F-15
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The holders of redeemable convertible preferred stock are entitled to various
rights and preferences as follows:

Voting

  Each share of series A, B, C, D1 and D2 has voting rights equal to the
equivalent number of shares of common stock into which it is convertible. The
holders of series D1 and D2 also have the right to each elect one Board seat.

Dividends

  Holders of series A, B and C redeemable convertible preferred stock are
entitled to receive noncumulative dividends at the per annum rate of $0.079331,
$0.1162 and $0.35875 per share, respectively, when and if declared by the board
of directors. These dividends are payable in preference to any declaration or
payment of any dividend on common stock, series D1 preferred stock or series D2
preferred stock. The board from inception through January 31, 1999 has declared
no dividends on the redeemable convertible preferred stock or common stock.

Liquidation

  In the event of any liquidation, dissolution or winding up of the Company,
including a merger, acquisition or sale of assets where the beneficial owners
of the Company's common stock and redeemable convertible preferred stock own
less than a majority of the resulting voting power of the surviving entity, the
holders of series A, B, C, D1 and D2 are entitled to receive an amount equal to
$1.1333, $1.66, $5.125, $10 and $10 per share plus any declared but unpaid
dividends, respectively. If the assets and funds thus distributed are
insufficient to permit full payment, all assets and funds will be distributed
ratably among the holders of series A, B and C convertible preferred stock in
proportion to their full preferential amounts.

  After payment has been made to the holders of the redeemable convertible
preferred stock, all remaining assets of the Company will be distributed
ratably among the holders of all classes of stock based on the number of shares
held by each holder. Distribution rights for the holders of the redeemable
convertible preferred stock, as described, will cease at such time as the
holders of the series A and B shares receive an aggregate of $4.5332 and $4.98
per share, respectively.

Redemption

  Upon the request of the holders of the majority of the outstanding shares of
series A, B and C at any time prior to sixty days before April 23, 2002, the
shares are redeemable in four annual installments beginning not earlier than
April 23, 2002 and continuing thereafter on the first, second and third
anniversaries of the initial redemption date. The shares may be redeemed at a
price equal to the original issue price, subject to adjustments for dilution
and declared and unpaid dividends. The difference between the carrying value
and the redemption value of the redeemable convertible preferred stock results
primarily from the value attributed to the series B warrants granted.

Conversion

  Each share of series A, B, C, D1 and D2 redeemable convertible preferred
stock is convertible, at the option of the holder, according to a conversion
ratio, subject to adjustment for dilution. Each share of series A, B, C, D1 and
D2 redeemable convertible preferred stock automatically converts into the
number of shares of common stock into which such shares are convertible at the
then effective conversion ratio (currently one to

                                      F-16
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

one) upon: (1) the closing of a public offering of common stock at a price per
share of at least $6.50 with gross proceeds of at least $15,000,000, or (2) the
consent of the holders of at least 75% of redeemable convertible preferred
stock.

Warrants and Options for Redeemable Convertible Preferred Stock

  In connection with the issuance of series B redeemable convertible preferred
stock, the Company issued warrants to purchase 391,445 additional shares of
series B redeemable convertible preferred stock with an exercise price of $1.66
per share. The warrants can be exercised prior to April 2002. The Company
determined the fair value of the warrants approximated $338,000 using the Black
Scholes pricing model. As discussed above, this amount is being accreted
ratably over the life of the instrument.

  In April 1997, the Company issued a warrant to purchase 30,120 additional
shares of series B redeemable convertible preferred stock with an exercise
price of $1.66 per share in conjunction with a banking arrangement. The warrant
can be exercised prior to April 15, 2002. The Company determined the fair value
of the warrants approximated $25,000 and has recorded the fair value as
additional interest expense in 1997.

  In connection with the issuance of series C redeemable convertible preferred
stock, the Company is required, at the request of the holder, to immediately
issue a warrant to purchase 807,698 additional shares of series C redeemable
convertible preferred stock with an exercise price of $0.01 per share. Proceeds
from the warrant totaled $4,139,000. The Company determined that the fair value
of the warrant approximated the proceeds using the Black Scholes pricing model
and included such amount in redeemable convertible preferred stock in the
fiscal 1999 financial statements. The warrant is exercisable immediately and
has an indefinite exercise period. Upon the closing of a public offering in
which the Company's outstanding series C redeemable convertible preferred stock
is converted into common stock, the warrant will be exercisable for the number
of shares of common stock that would have resulted from the conversion of the
warrant immediately prior to such public offering.

  In addition, the Company granted the holder an option to purchase, at its
choice, up to 2,473,392 shares of series C preferred stock at a price of $5.125
per share or, for a purchase price of $5.125 per share, a warrant to purchase
up to 2,473,392 shares of series C preferred stock at an exercise price of
$0.01 per share. As a result of an unsatisfied contingency, the holder
currently has the right to receive either an option to purchase 1,424,539
shares of series C preferred stock or a warrant to purchase 1,424,539 shares of
series C preferred stock. These options terminate on the earlier of November
10, 2000 or the date we are acquired by another company.

NOTE 7--COMMON STOCK:

  The Company's amended Certificate of Incorporation authorizes the issuance of
50,000,000 shares of $.0001 par value common stock. The Company had reserved
shares of the authorized common stock for future issuance as follows:
January    July 31,
                                                          31, 1999     1999
                                                                    (unaudited)
Conversion of series A preferred Stock...............  4,000,000  4,000,000
   Conversion of series B preferred Stock...............  4,500,000  4,500,000
   Conversion of series C preferred Stock............... 10,099,998 10,098,998
   Conversion of series D1 preferred Stock..............          1          1
   Conversion of series D2 preferred Stock..............          1          1
   Exercise of stock options under stock option plan....  2,601,190  7,491,190
                                                         ---------- ----------
                                                         21,201,190 26,090,190
                                                         ========== ==========
F-17
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The Company has granted stock to certain founders and employees under a
restricted stock plan. As of July 31, 1999, the Company had 340,689 shares of
common stock that were subject to certain repurchase rights by the Company. The
Company's right to repurchase such shares declines on a percentage basis,
usually over three years, based on the length of the employees continual
employment with the Company.

NOTE 8--EMPLOYEE BENEFIT PLANS:

401(k) Savings Plan

  The Company has a savings plan (the "Savings Plan") that qualifies as a
deferred salary arrangement under Section 401(k) of the Internal Revenue Code.
Under the Savings Plan, participating employees may defer a percentage (not to
exceed 25%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit. All employees on the United States payroll
of the Company are eligible to participate in the Savings Plan. The Company is
not required to contribute to the Savings Plan and has made no contributions
since the plan's inception.

Stock Option Plan

  In May, 1996, the Company's board of directors adopted the 1996 Stock Option
Plan (the "Plan") under which 1,341,190 shares of the Company's common stock
had been reserved for issuance of options. The Plan provides for the granting
of options to employees and consultants of the Company. In the fiscal years
ended January 31, 1998 and 1999 and for the six months ended July 31, 1999, the
Company had reserved an additional 800,000 shares, 460,000 shares and 4,890,000
shares (unaudited), respectively, for issuance under the Plan. Options granted
under the Plan may be either incentive stock options ("ISO") or nonqualified
stock options ("NSO"). ISOs may be granted only to Company employees (including
officers and directors). NSOs may be granted either to Company employees or
consultants.

  At the July 27, 1999 meeting, the board of directors approved an increase in
the maximum number of shares of common stock authorized for issuance under the
1996 Stock Incentive Plan from 7,491,190 to 12,491,190 shares. This amendment
requires stockholder approval.

  Options under the plans may be granted for periods up to ten years and at
prices no less than 85% of the estimated fair value of the shares on the date
of grant as determined by the Board of Directors provided, however, that (i)
the exercise price of an ISO may not be less than 100% of the estimated fair
value of the shares on the date of grant, and (ii) the exercise price of an ISO
granted to a 10% shareholder may not be less than 110% of the estimated fair
value of shares on the date of grant. Options are exercisable immediately,
subject to repurchase rights held by the Company which lapse over a maximum
period of ten years, at such times and under such conditions as determined by
the board of directors. Options generally vest at a rate of 12.5% after six
months and 2.08% per month thereafter.

                                      F-18
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following table summarizes the activity under the Plan for the fiscal
years ended January 31, 1998, 1999 and the six months ended July 31, 1999:
Fiscal Year Ended January 31,
                          ---------------------------------------------------------  Six Months Ended
                                1997               1998                1999            July 31, 1999
                          ----------------- ------------------- ------------------- --------------------
                                   Weighted            Weighted            Weighted             Weighted
                                   Average             Average             Average              Average
                                   Exercise            Exercise            Exercise             Exercise
                          Shares    Price    Shares     Price    Shares     Price     Shares     Price
                                                                                        (unaudited)
Outstanding at beginning
 of period..............      --    $ --      448,950   $0.10   1,081,525   $0.14    2,085,292   $0.65
Granted.................  477,350    0.10     965,350    0.15   1,554,250    0.83    5,024,047    1.35
Exercised...............      --      --     (108,261)   0.10     (82,933)   0.13   (2,994,930)   0.94
Cancelled...............  (28,400)   0.10    (224,514)   0.11    (467,550)   0.18     (332,599)   0.81
                          -------           ---------           ---------           ----------
Outstanding at end of
 period.................  448,950    0.10   1,081,525    0.14   2,085,292    0.65    3,781,810    1.33
                          =======           =========           =========           ==========
Options exercisable at
 end of period..........  448,950           1,081,525           1,915,292            3,511,810
                          =======           =========           =========           ==========
Weighted average fair
 value of options
 granted during the
 period.................            $0.07               $0.81               $3.88
                                    =====               =====               =====
Certain of the options exercised during the six months ended July 31, 1999
were issued in exchange for notes receivable, which are full recourse and
additionally collateralized by the underlying shares of common stock and other
personal property. These notes receivable are payable on the earlier of June
21, 2004 or 180 days after the borrower's employment with the Company
terminates for any reason and bear interest at rates ranging from 5.22% to
5.37% of the unpaid principal balance each year. These notes receivable have
been included in stockholders' equity.

  The following table summarizes information about stock options outstanding
and exercisable at January 31, 1999:
Options Outstanding at      Options Exercisable
                                  January 31, 1999         at January 31, 1999
                          -------------------------------- --------------------
                                       Weighted
                                        Average
                                       Remaining  Weighted             Weighted
                           Number of  Contractual Average   Number of  Average
                            Shares       Life     Exercise   Shares    Exercise
   Exercise Prices        Outstanding   (Years)    Price   Exercisable  Price
$ 0.10................    233,750      7.9      $0.10      233,750   $0.10
   $ 0.16................    455,086      8.8      $0.16      455,086   $0.16
   $ 0.60................    366,456      9.3      $0.60      366,456   $0.60
   $ 1.00................  1,030,000      9.8      $1.00      860,000   $1.00
                           ---------                        ---------
                           2,085,292                        1,915,292
                           =========                        =========
F-19
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following table summarizes information about stock options outstanding
and exercisable at July 31, 1999 (unaudited):
Options Outstanding at July    Options Exercisable
                                      31, 1999               at July 31, 1999
                          -------------------------------- --------------------
                                       Weighted
                                        Average
                                       Remaining  Weighted             Weighted
                           Number of  Contractual Average   Number of  Average
                            Shares       Life     Exercise   Shares    Exercise
   Exercise Prices        Outstanding   (Years)    Price   Exercisable  Price
$ 0.10................    152,202      7.3      $0.10      152,202   $0.10
   $ 0.16................    280,442      8.2      $0.16      280,442   $0.16
   $ 0.60................    329,216      8.8      $0.60      329,216   $0.60
   $ 1.00................  2,519,050      9.6      $1.00    2,249,050   $1.00
   $ 3.00................    311,400     10.0      $3.00      311,400   $3.00
   $ 7.00................    189,500     10.0      $7.00      189,500   $7.00
                           ---------                        ---------
                           3,781,810                        3,511,810
                           =========                        =========
Fair value disclosures

  Had compensation costs for the Company's option plan been determined based on
the fair value at the grant dates using the minimum value model as prescribed
by SFAS 123, the Company's pro forma net loss for the fiscal years ended
January 31, 1997, 1998 and 1999 would have been $(3,432,000), $(6,440,000) and
$(16,459,000), respectively, which represents an increase in the net loss
attributable to common stockholders of $(5,000), $(31,000) and $(755,000),
respectively. In addition, the pro forma basic and diluted net loss per share
under SFAS 123 would have been $(1.21), $(1.82) and $(4.16), respectively for
the periods presented. The fair value of each option is estimated on the date
of grant using the minimum value method with the following assumptions:
Fiscal Year Ended
                                                               January 31,
                                                            -------------------
                                                            1997   1998   1999
Expected life (years)...................................     4      4      4
   Risk-free interest rate.................................  6.23%  6.48%  5.14%
   Dividend yield..........................................     0%     0%     0%
Because the determination of the fair value granted after the Company becomes
a public entity will include an expected volatility factor and because
additional option grants are expected to be made each year, the compensation
expense for the three years ended January 31, 1999 are not representative of
the pro forma effects of option grants on reported net income (loss) for future
years.

Unearned compensation

  In connection with certain stock option grants the Company recognized
unearned compensation which is being amortized over the vesting periods of the
related options, usually four years. The total unearned compensation recorded
by the Company from August 7, 1995 (inception) through July 31, 1999 was
$47,159,000. The fair value per share used to calculate unearned compensation
was derived by reference to the preferred stock values, reduced by a nominal
discount factor. Future compensation charges are subject to reduction for any
employee who terminated employment prior to the expiration of such employee's
option vesting period. The amortization of unearned compensation during the
fiscal year ended January 31, 1997, 1998

                                      F-20
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

and 1999 and the six months ended July 31, 1999 totaled $5,000, $87,000,
$1,919,000 and $8,753,000 (unaudited), respectively. Additionally, the Company
recorded unearned compensation for restricted common stock granted to service
providers, which is being amortized over the related vesting period.

NOTE 9--INCOME TAXES:

  No provision for income taxes was recorded from inception through January 31,
1999 as the Company incurred net operating losses during the period.

  The components of the Company's net deferred tax assets consist of the
following:
January 31,
                                                               ----------------
                                                                1998     1999
                                                               (in thousands)
Net operating loss carryforwards........................... $ 3,082  $ 7,920
   Other reserves and accruals................................     215      545
                                                               -------  -------
   Total deferred tax assets..................................   3,297    8,465
   Less: valuation allowance..................................  (3,297)  (8,465)
                                                               -------  -------
                                                               $   --   $   --
                                                               =======  =======
Management believes, based on the available objective evidence, that
sufficient uncertainty exists regarding the realization of the deferred tax
assets such that a full valuation allowance has been recorded.

  At January 31, 1999, the Company had approximately $19,800,000 of federal and
$13,750,000 of state net operating tax loss carryforwards available to offset
future taxable income. Such carryforwards expire in varying amounts through
2019. Under the Tax Reform Act of 1986, the amounts of and the benefit from net
operating loss carryforwards may be impaired or limited in certain
circumstances. Events which may cause limitations in the utilization of net
operating losses in any one year include, but are not limited to, a cumulative
stock ownership change of greater than 50%, as defined, over a three year
period. Such change may have occurred as a result of the preferred stock
issuances.

NOTE 10--ACQUISITION:

  In July 1999, the Company entered into an agreement to purchase certain
assets of Oasis Reservation Services, Inc. in Fort Lauderdale, Florida. The
purchase price totaled $2.45 million comprised of $800,000 cash and a
$1,650,000 convertible note. The note bears interest at a rate of 5% per annum
and is payable in full on April 14, 2000. The note is convertible into
redeemable convertible preferred stock or common stock of the Company. The note
holder may elect to convert this note into shares of equity securities issued
by the Company, either through a private placement or an initial public
offering at the price of the respective offering. This right shall terminate on
the earlier of the note maturity date or the closing of the IPO. The note shall
be convertible into the number of shares of equity securities based on the
principal amount of the note plus accrued and unpaid interest divided by the
price paid for the equity securities by third parties.

  This acquisition was accounted for using the purchase method of accounting.
The aggregate purchase price was allocated to the net assets acquired, based
upon their respective fair market value with the remainder allocated to
intangible assets, including goodwill. The Company is amortizing goodwill and
other intangible assets on a straight-line basis over 24 months.

                                      F-21
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

  The following summarizes the unaudited pro forma results of operations, on a
combined basis, as if the acquisition occurred as of the beginning of each of
the periods presented, after including the impact of certain adjustments such
as amortization of costs in excess of net assets acquired:
Fiscal
                                                      Year-Ended    Six months
                                                      January 31, Ended July 31,
                                                         1999          1999
                                                        (in thousands, except
                                                           per share data)
Net revenues......................................  $  6,447      $  5,598
   Net loss..........................................   (16,451)      (20,913)
   Basic and diluted net loss per share..............  $  (4.16)     $  (5.14)
The unaudited pro forma results are not necessarily indicative of the results
of the operations that would have been reported had the acquisition occurred
prior to the beginning of the period presented. In addition, they are not
intended to be indicative of future results.

NOTE 11--SUBSEQUENT EVENTS:

Employee and Director Benefit Plans

  On August 16, 1999, the board of directors approved the 1999 stock incentive
plan under which 5,000,000 shares of common stock have been reserved. On each
February 1, commencing with the year 2001, the number of shares in reserve will
automatically increase by 4% of the total number of shares of common stock that
are outstanding at that time or, if less, by 3,000,000 shares.

  In August 1999, the Company adopted the 1999 employee stock purchase plan
under which 2,500,000 shares have been reserved for issuance thereafter. On
each June 1, the number of shares in reserve will automatically be restored to
2,500,000 (in other words, the reserve will be increased by the number of
shares that were issued in the prior 12 months). The plan permits purchases of
common stock via payroll deductions. The maximum payroll deduction is 15% of
the employee's cash compensation. Purchases of the common stock will occur on
May 31 and November 30 of each year. The price of each share purchased will be
85% of the lower of:

  .The fair market value per share of common stock on the date immediately
    before the first day of the applicable offering period; or

  .The fair market value per share of common stock on the purchase date.

  In August, the board of directors also adopted the 1999 directors' stock
option plan and 750,000 shares of common stock were reserved for issuance under
this plan. On each February 1, starting with the year 2001, the number of
shares in reserve will automatically be restored to 750,000. Non-employee
members of the board of directors will be eligible for option grants under the
1999 directors' stock option plan. Each non-employee director who joins the
board after the effective date of the plan will receive an initial option of
50,000 shares. The initial options vest 25% at the end of year one, and the
balance in 36 equal monthly installments. At each annual stockholder's meeting,
beginning in 2000, each non-employee director will automatically be granted an
annual option for 12,500 shares of the common stock. A new non-employee
director who receives the initial option will not receive the 12,500 share
annual option in the same calendar year. These options vest in equal monthly
installments over the one-year period following the date of the grant. The
exercise price of the option will be equal to the fair market value of the
common stock on the option grant date. The non-employee directors' options have
a 10-year term, and expire one year after a director leaves the board. Upon a
change of control of the Company, the options become fully vested. Vesting also
accelerates in the event of the optionee's death or disability.

  The above plans are subject to stockholder approval.

                                      F-22
GETTHERE.COM, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Initial public offering

  In August, 1999, the Company's board of directors authorized management to
file a registration statement with the Securities and Exchange Commission to
permit the Company to sell shares of its common stock to the public.

Financing Activities

  In August and September 1999, the Company agreed to sell:

  . 1,875,423 shares of series C preferred stock at $5.125 per share to
    American Express, America West Airlines and Air Canada;

  . 5,041,077 shares of series E preferred stock at $12.50 per share to
    American Express, Covia LLC, a subsidiary of United Air Lines, America
    West Airlines, Air Canada, MeriTech Capital and ITN Joint Venture;

  . A warrant to purchase up to 375,000 shares of common stock at $16.50 per
    share to American Express;

  . Warrants to purchase up to 2,786,821 shares of series C preferred stock
    at $11.20 and $5.125 per share to Covia LLC and Northwest Airlines,
    respectively; and

  . Warrants to purchase up to 2,160,046 shares of series E preferred stock
    at an average exercise price of approximately $26.00 per share to
    American Express and at $12.50 per share to America West Airlines and Air
    Canada.

                                      F-23
Description of Graphics--Inside Back Cover

  At top of the page, there is a title that reads "Customers Use our Solutions
to: Reduce Costs; Increase Productivity; Provide Real-Time Data Analysis."

  At upper left side of the page, there is a screen shot of a Web page
depicting the booking of flight reservations. Immediately above the screen
shot, there is a title that reads "Search" and immediately below the screen
shot, there is a caption that reads "Travelers can book real-time reservations
using preferred vendors and negotiated rates." Opposite the screen shot, there
is a quotation, titled "Chevron," that reads " "Our research suggested that
ease-of-use was essential to the adoption of an online travel solution and
GetThere.com delivered. We hope to have wide adoption by our travelers using
the system in the future.'--Nancy Godfrey, Travel Administration Manager."

  At middle right side of the page, there is a screen shot of a Web page
depicting a real-time airline seat map. Immediately above the screen shot,
there is a title that reads "Select" and immediately below the screen shot,
there is a caption that reads "Travelers can select their seats from a real-
time seat map supplied by the airline so they can pick any available seat."
Opposite the screen shot, there is a quotation, titled "Hewlett-Packard," that
reads " "Our VeriFone subsidiary installed GetThere.com's solution and has
achieved an adoption rate of more than 60%. This has led to savings of up to
15% on airline tickets.'--Joe Beyers, Vice President and General Manager,
Internet Business Unit."

  At lower left side of the page, there is a screen shot of a Web page
depicting real-time data reporting. Immediately above the screen shot, there is
a title that reads "Report" and immediately below the screen shot, there is a
caption that reads "Travel managers get real-time reporting of their actual
travel spending, allowing them to manage budgets and meet supplier contracts."
Opposite the screen shot, there is a quotation, titled "Nabisco," that reads "
"Whether guiding us through implementation or customizing our product, the
GetThere.com team listened to our requirements and built a solution that
exceeded our expectations.'--Deborah Maxwell, Senior Manager, Travel."

  At the lower right corner of the page, there is the GetThere.com logo.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     , 1999

                              [GETTHERE.COM LOGO]

                                Shares of Common Stock

                            ----------------------
                                  PROSPECTUS
                            ----------------------

                         Donaldson, Lufkin & Jenrette

                             Salomon Smith Barney

                           Bear, Stearns & Co. Inc.

                               WR Hambrecht + Co

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

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of
GetThere.com have not changed since the date hereof.

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

Until      , 1999 (25 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to
deliver a prospectus when acting as an underwriter and with respect to its
unsold allotments or subscriptions.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

  The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of common stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fees.
SEC Registration fee............................................... $ 20,850
   NASD fee...........................................................    8,000
   Nasdaq National Market initial listing fee.........................   50,000
   Printing and engraving.............................................    *
   Legal fees and expenses of the Company.............................    *
   Accounting fees and expenses.......................................    *
   Directors and Officers Liability Insurance.........................    *
   Blue sky fees and expenses.........................................    5,000
   Transfer agent fees................................................   15,000
   Miscellaneous......................................................    *
                                                                       --------
     Total............................................................ $*
                                                                       ========
-----------------------
  *To be filed by amendment.

Item 14. Indemnification of Directors and Officers

  Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Act"). Article Six of the Registrant's Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification
of employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Amended and Restated Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to the Registrant and its stockholders. This provision in the
Amended and Restated Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors, a
form of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The Indemnification Agreements provide the Registrant's officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant maintains liability
insurance for its directors and officers. Reference is also made to Section 7
of the Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying
officers and directors of the Registrant against certain liabilities, and
Section 5.6 of the Amended and Restated Investor Rights Agreement contained in
Exhibit 4.1 hereto, indemnifying certain of the Company's stockholders,
including controlling stockholders, against certain liabilities.

                                     II-1
Item 15. Recent Sales of Unregistered Securities

  Since August 1995 (inception), the Registrant has issued and sold the
following securities:

  1. On August 7, 1995, the Registrant issued and sold an aggregate of
3,000,000 shares of our common stock to three founders of the Company for an
aggregate purchase price of $3,000.

  2. On April 23, 1996, the Registrant issued and sold 3,529,516 shares of
series A preferred stock for an aggregate purchase price of $4,000,000 to a
group of investors under a stock purchase agreement. At a second closing on
June 4, 1996, the Registrant issued and sold 176,475 shares of series A
preferred stock for an aggregate purchase price of $199,999 to a group of
investors under a stock purchase agreement.

  3. On April 23, 1996, the Registrant issued and sold 335,256 shares of
common stock to the Contrarian Group for an aggregate purchase price of
$33,526 (the value of services rendered).

  4. On May 1, 1996, the Registrant issued a warrant to purchase 17,647 shares
of our series A preferred stock with an exercise price of $1.1333 per share to
Comdisco, Inc. in consideration for Comdisco's performance under a Master
Lease Agreement and Equipment Schedule dated April 2, 1996.

  5. On April 15, 1997 the Registrant issued two warrants to purchase a total
of 30,120 shares of our series B preferred stock at an exercise price of
$1.133 per share to Imperial Bank in consideration for its performance under a
loan agreement.

  6. On April 18, 1997, the Registrant issued and sold 3,914,448 shares of
series B preferred stock for an aggregate purchase price of $6,497,984 to a
group of nine investors under a stock purchase agreement. Each of the nine
investors was also granted a warrant to purchase series B preferred stock in
an amount totalling 10% of the number of shares it purchased in the series B
round at an exercise price of $1.66 per share. The total number of shares
available for purchase in these warrants is 391,445.

  7. On February 20, 1998, the Registrant issued a warrant to purchase 28,916
shares of our series B preferred stock with an exercise price of $1.66 per
share to Phoenix Leasing, Inc. in consideration for its performance under a
loan agreement.

  8. On February 23, 1998, the Registrant issued a warrant to purchase 54,216
shares of our series B preferred stock with an exercise price of $1.66 per
share to Comdisco, Inc. in consideration for its performance under several
lease agreements.

  9. On May 14, 1998, the Registrant issued and sold 4,044,297 shares of our
series C preferred stock for an aggregate purchase price of $20,727,022 to one
investor under a stock purchase agreement. In addition, the Registrant granted
a right to that investor to have the Registrant issue it a warrant for 807,698
shares of series C preferred stock at an exercise price of $0.01 per share for
a purchase price of $4,139,452. At a subsequent closing on May 29, 1998, the
Registrant issued and sold an additional 66,578 shares of our series C
preferred stock for an aggregate purchase price of $341,212 to two investors
under a stock purchase agreement.

  10. On June 7, 1999, the Registrant issued a warrant to purchase 16,407
shares of our series E preferred stock with an exercise price that will be
equal to the price of preferred equity securities sold to investors in our
next transaction. If the Registrant's next transaction did not close prior to
September 30, 1999, the exercise price would be $10.00 per share. The warrant
was issued to a real estate broker in consideration for the value of real
estate services rendered.

  11. On June 29, 1999, the Registrant issued a warrant to purchase 19,500
shares of our series B preferred stock with an exercise price of 85% of the
purchase price of securities offered in the Registrant's next round of
financing or the price to the public in the Registrant's initial public
offering. If neither of these events occur prior to November 12, 1999, then
the exercise price shall be $5.125 per share. The warrant was issued to
Comdisco, Inc. in consideration for their performance under several lease
agreements.

                                     II-2
12. On July 15, 1999, the Registrant issued a convertible promissory note
with a principal amount of $1,650,000 to Eastern Air Lines. This note is
convertible at the option of the holder into shares of series E preferred
stock at a price of $12.50 per share.

  13. On August 27, 1999 the Registrant issued and sold 500,000 shares of
series C preferred stock for an aggregate purchase price of $2,562,500 to one
investor under a stock admission agreement.

  14. Also on August 27, 1999, the Registrant issued a contingent warrant to
purchase up to 1,650,000 shares of series C preferred stock with an exercise
price of $5.125 per share to Northwest Airlines.

  15. On September 14, 1999, the Registrant issued and sold 1,375,423 shares
of our series C preferred stock to two investors for an aggregate purchase
price of $7,049,043 under stock purchase agreements.

  16. On September 14, 1999, the Registrant issued and sold 5,041,076 shares
of our series E preferred stock and one share of series D3 preferred stock to
a group of six investors for an aggregate purchase price of $63,013,463 under
stock purchase agreements.

  17. On September 14, the Registrant issued a warrant to purchase 1,136,821
shares of series C preferred stock with an exercise price of $11.20 per share
to Covia.

  18. On September 14, 1999, the Registrant issued two warrants to purchase a
total of 1,460,046 shares of series E preferred stock to American Express. The
exercise price for these shares ranges from $21.00 to $31.00. In addition, the
Registrant issued a warrant to American Express to purchase a total of 375,000
common shares at a price of $16.50 per share.

  19. On September 14, 1999, the Registrant issued a warrant to purchase
500,000 shares of series E preferred stock with an exercise price of $12.50
per share to America West Airlines.

  20. On September 14, 1999, the Registrant issued a warrant to purchase
200,000 shares of series E preferred stock with an exercise price of $12.50
per share to Air Canada.

  21. As of September 12, 1999, the Registrant had granted options to purchase
9,493,798 shares of common stock to employees, consultants and other service
providers of the Registrant under its 1996 Stock Plan, of which 3,814,600
shares have been exercised, assuming no exercise of stock options after July
31, 1999.

  The sale of the above securities was deemed to be exempt from registration
under the Securities Act in reliance upon Section 4(2) of the Securities Act
or Regulation D promulgated thereunder, or Rule 701 promulgated under Section
3(b) of the Securities Act as transactions by an issuer not involving any
public offering or transactions under compensation benefit plans and contracts
relating to compensation as provided under Rule 701. The recipients of
securities in each transaction represented their intentions to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution and appropriate legends were affixed to the
share certificates issued in these transactions. All recipients had adequate
access, through their relationships with us, to information about us.

Item 16. Exhibits and Financial Statement Schedules

 (a) Exhibits
Exhibit
   No.                Description
 -------              -----------
1.1*   Form of Underwriting Agreement.
  2.1*   Agreement and Plan of Reorganization.
II-3
Exhibit
   No.                                 Description
 -------                               -----------
3.1*   Amended and Restated Certificate of Incorporation of the Registrant,
         to be filed after reincorporation of the Registrant into the state of
         Delaware.
  3.2*   Amended and Restated Certificate of Incorporation of the Registrant to
         be filed immediately prior to the offering.
  3.4*   Amended and Restated Bylaws of the Registrant.
  4.1*   Amended and Restated Investors' Rights Agreement.
  4.2*   Specimen Certificate of the Registrant's common stock.
  5.1*   Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
         LLP, counsel to the Registrant.
 10.1    Form of Indemnification Agreement entered into between the Registrant
         and its directors and officers.
 10.2    1996 Stock Incentive Plan (as amended and restated on February 16,
         1999).
 10.3    1999 Stock Incentive Plan.
 10.4    1999 Directors' Stock Option Plan.
 10.5    1999 Employee Stock Purchase Plan.
 10.6    Employment Agreement between Gadi Maier and the Registrant, dated
         January 11, 1999.
 10.7*   Employment Agreement between Eric Sirkin and the Registrant, dated
         November 16, 1998.
 10.8    Employment Agreement between Kenneth R. Pelowski and the Registrant,
         dated March 25, 1999.
 10.9    Employment Agreement between Richard D.C. Whilden and the Registrant,
         dated March 1, 1999.
 10.10   Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
         Alto, California.
 10.11   Commercial Lease Agreements (as amended) for facilities at 451 Sherman
         Avenue, Palo Alto, California.
 10.12   Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
         Alto, California.
 10.13   Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
         Palo Alto, California.
 10.14   Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
         Park, California.
 10.15   Commercial Lease Agreement for call center facility in Fort
         Lauderdale, Florida.
 10.16*+ Services Agreement between United Airlines and the Registrant.
 10.17*+ Subscriber Services Agreement between Galileo International, LLC and
         the Registrant.
 10.18*+ Web Services and Travel Agreement between American Express and the
         Registrant.
 10.19*  Amended and Restated Shareholders Agreement.
 10.20*  Standstill and Bring Along Agreement between American Express and the
         Registrant.
 10.21   Master Lease Agreement between Comdisco, Inc. and the Registrant.
 10.22   Master Equipment Lease between Phoenix Leasing, Inc. and the
         Registrant.
 10.23   General Security Agreement between Imperial Bank, Inc. and the
         Registrant.
 10.24   Form of Warrant issued to Comdisco, Inc. by the Registrant.
 10.25   Form of Warrant issued to Phoenix Leasing, Inc. by the Registrant.
 10.26   Form of Warrant issued to Imperial Bank, Inc. by the Registrant.
 10.27   Form of Warrant which may be issued to Covia LLC by the Registrant.
 10.28*  Form of Nonstatutory Stock Option Agreement issued to Covia by the
         Registrant.
 10.29*  Form of Warrant issued to Covia by the Registrant.
 10.30*  Form of Warrant issued to Northwest Airlines by the Registrant.
 10.31*  Form of Warrant issued to America West Airlines by the Registrant.
II-4
Exhibit
   No.                                Description
 -------                              -----------
10.32*  Form of Warrant issued to Air Canada by the Registrant.
 10.33*  Form of Warrant issued to American Express for 730,023 shares of
         preferred stock by the Registrant.
 10.34*  Form of Warrant issued to American Express for another 730,023 shares
         of preferred stock by the Registrant.
 10.35*  Form of Warrant issued to American Express for 375,000 shares of
         common stock by the Registrant.
 23.1    Consent of PricewaterhouseCoopers LLP, independent accountants.
 23.2*   Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
         LLP, counsel to the Registrant. Reference is made to Exhibit 5.1.
 24.1    Power of Attorney. See page II-6.
 27.1    Financial Data Schedule dated January 31, 1998 and January 31, 1999 .
 27.2    Financial Data Schedule dated January 31, 1997.
 27.3    Financial Data Schedule dated July 31, 1998 and July 31, 1999.
---------------------
*  To be filed by amendment.

+  Confidential treatment requested as to certain portions of these exhibits.

 (b) Financial Statement Schedule

  Schedule II--Valuations and Qualifying accounts.

  Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.

Item 17. Undertakings

  The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
the Underwriting Agreement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

  The Registrant hereby undertakes that:

    (1) For purposes of determining any liability under the Act, the
  information omitted from the form of prospectus filed as part of this
  Registration Statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Act shall be deemed to be part of this Registration
  Statement as of the time it was declared effective.

    (2) For the purpose of determining any liability under the Act, each
  post-effective amendment that contains a form of prospectus shall be deemed
  to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

                                     II-5
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo
Alto, State of California, on this 15th day of September, 1999.

                                          GETTHERE.COM, INC.

                                          By:       /s/ Gadi Maier
                                             __________________________________
                                                         Gadi Maier
                                               President and Chief Executive
                                                          Officer

                               POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Gadi Maier and Kenneth R. Pelowski, and
each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to sign any
registration statement for the same offering covered by this Registration
Statement that is to be effective on filing pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or her or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Gadi Maier             President, Chief Executive September 15, 1999
______________________________________  Officer and Director
              Gadi Maier                (Principal Executive
                                        Officer)

       /s/ Kenneth R. Pelowski         Chief Operating Officer    September 15, 1999
______________________________________  and Chief Financial
         Kenneth R. Pelowski            Officer (Principal
                                        Financial and Accounting
                                        Officer)

          /s/ Daniel Whaley            Chief Technical Officer    September 15, 1999
______________________________________  and Director
            Daniel Whaley

       /s/ Richard D.C. Whilden        Chairman of the Board      September 15, 1999
______________________________________
         Richard D.C. Whilden

         /s/ Jeffrey D. Brody          Director                   September 15, 1999
______________________________________
           Jeffrey D. Brody
II-6
/s/ William R. Hambrecht        Director                   September 15, 1999
______________________________________
         William R. Hambrecht

          /s/ John Ueberroth           Director                   September 15, 1999
______________________________________
            John Ueberroth

          /s/ Dale J. Vogel            Director                   September 15, 1999
______________________________________
            Dale J. Vogel
II-7
GETTHERE.COM

                       VALUATION AND QUALIFYING ACCOUNTS
Balance at Charged to            Balance at
                                    beginning  costs and               end of
                                    of period   expenses  Deductions   period
Year ended 31 January, 1997
  Allowance for doubtful accounts..      (11)       (88)        25        (74)
  Allowance for sales returns......      --         --         --         --
  Deferred tax asset valuation
   allowance.......................      (99)      (828)       --        (927)

Year ended 31 January, 1998
  Allowance for doubtful accounts..      (74)       (99)        18       (155)
  Allowance for sales returns......      --         --         --         --
  Deferred tax asset valuation
   allowance.......................     (927)    (2,370)       --      (3,297)

Year ended 31 January, 1999
  Allowance for doubtful accounts..     (155)      (390)         5       (540)
  Allowance for sales returns......      --         (30)       --         (30)
  Deferred tax asset valuation
   allowance.......................   (3,297)    (5,168)       --      (8,465)

Six months ended 31 July, 1998
  Allowance for doubtful accounts..     (155)      (198)       (13)      (366)
  Allowance for sales returns......      --         --         --         --
  Deferred tax asset valuation
   allowance.......................   (3,297)       --      (2,240)    (5,537)

Six months ended 31 July, 1999
  Allowance for doubtful accounts..     (540)      (116)       119       (537)
  Allowance for sales returns......      (30)       --         --         (30)
  Deferred tax asset valuation
   allowance.......................   (8,465)    (4,093)       --     (12,558)
INDEX TO EXHIBITS
Exhibit
   No.                                 Description
 -------                               -----------
1.1*   Form of Underwriting Agreement.
  2.1*   Agreement and Plan of Reorganization.
  3.1*   Amended and Restated Certificate of Incorporation of the Registrant,
         to be filed after reincorporation of the Registrant into the state of
         Delaware.
  3.2*   Amended and Restated Certificate of Incorporation of the Registrant to
         be filed immediately prior to the offering.
  3.4*   Amended and Restated Bylaws of the Registrant.
  4.1*   Amended and Restated Investors' Rights Agreement.
  4.2*   Specimen Certificate of the Registrant's common stock.
  5.1*   Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
         LLP, counsel to the Registrant.
 10.1    Form of Indemnification Agreement entered into between the Registrant
         and its directors and officers.
 10.2    1996 Stock Incentive Plan (as amended and restated on February 16,
         1999).
 10.3    1999 Stock Incentive Plan.
 10.4    1999 Directors' Stock Option Plan.
 10.5    1999 Employee Stock Purchase Plan.
 10.6    Employment Agreement between Gadi Maier and the Registrant, dated
         January 11, 1999.
 10.7*   Employment Agreement between Eric Sirkin and the Registrant, dated
         November 16, 1998.
 10.8    Employment Agreement between Kenneth R. Pelowski and the Registrant,
         dated March 25, 1999.
 10.9    Employment Agreement between Richard D.C. Whilden and the Registrant,
         dated March 1, 1999.
 10.10   Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
         Alto, California.
 10.11   Commercial Lease Agreements (as amended) for facilities at 451 Sherman
         Avenue, Palo Alto, California.
 10.12   Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
         Alto, California.
 10.13   Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
         Palo Alto, California.
 10.14   Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
         Park, California.
 10.15   Commercial Lease Agreement for call center facility in Fort
         Lauderdale, Florida.
 10.16*+ Services Agreement between United Airlines and the Registrant.
 10.17*+ Subscriber Services Agreement between Galileo International, LLC and
         the Registrant.
 10.18*+ Web Services and Travel Agreement between American Express and the
         Registrant.
 10.19*  Amended and Restated Shareholders Agreement.
 10.20*  Standstill and Bring Along Agreement between American Express and the
         Registrant.
 10.21   Master Lease Agreement between Comdisco, Inc. and the Registrant.
 10.22   Master Equipment Lease between Phoenix Leasing, Inc. and the
         Registrant.
 10.23   General Security Agreement between Imperial Bank, Inc. and the
         Registrant.
 10.24   Form of Warrant issued to Comdisco, Inc. by the Registrant.