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EX-32 - EX-32 - Travelport LTD | y83727exv32.htm |
EX-31.1 - EX-31.1 - Travelport LTD | y83727exv31w1.htm |
EX-31.2 - EX-31.2 - Travelport LTD | y83727exv31w2.htm |
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K/A
(Amendment No. 1)
(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2009 | ||
Or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission File
No. 333-141714
Travelport Limited
(Exact name of registrant as
specified in its charter)
Bermuda
|
98-0505100 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
405 Lexington Avenue
New York, NY 10174
(Address of principal executive
offices, including zip code)
(212) 915-9150
(Registrants telephone
number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
ACT: None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
ACT: None.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes þ No o
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check whether the registrant has submitted
electronically and posted on its corporate website, if any,
every interactive data file required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act.
Large accelerated
filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of March 17, 2010, 12,000 shares of the
Registrants common stock, par value $1.00 per share, were
outstanding, all of which were held by Travelport Holdings
Limited.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY
NOTE
This Amendment No. 1 to
Form 10-K
(the Amendment) amends the Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, originally
filed on March 17, 2010 (the Original
10-K),
of Travelport Limited, a Bermuda company (the
Company). We are filing this Amendment solely to
amend certain disclosure set forth in Item 1 of the
Original
10-K. In
addition, in connection with the filing of this Amendment and
pursuant to
Rule 12b-15
of the Securities Exchange Act of 1934, as amended, the
currently dated certifications of the principal executive
officer and the principal financial officer of the Company are
attached as exhibits hereto.
Item 1 is the only portion of the Original
10-K being
supplemented or amended by this
Form 10-K/A.
Except as described above, this
Form 10-K/A
does not amend, update or change the financial statements or any
other items or disclosures contained in the Original
10-K and
does not otherwise reflect events occurring after the original
filing date. Accordingly, the
Form 10-K/A
should be read in connection with the Companys filings
with the Securities and Exchange Commission subsequent to the
filing of the Original
10-K.
PART I
Overview
Travelport is a broad-based business services company and a
leading provider of critical transaction processing solutions
and data to companies operating in the global travel industry,
an industry that generated approximately $2.5 trillion in
revenue in 2009. We believe Travelport is one of the most
diversified of such companies in the world, both geographically
and in the scope of the services it provides.
The Company is comprised of two businesses:
| The Global Distribution Systems (GDS) business consists of the Travelport GDSs, which provide aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Our GDS business operates three systems, Galileo, Apollo and Worldspan, across approximately 160 countries to provide travel agencies with booking technology and access to considerable supplier inventory that we aggregate from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Our GDS business provides travel distribution services to more than 950 travel suppliers and approximately 60,000 online and offline travel agencies, which in turn serve millions of end consumers globally. In 2009, approximately 148 million tickets were issued through our GDS business, with approximately four billion fares available at any one time. Our GDS business executed an average of 75 million searches and processed up to 1.6 billion travel-related messages per day in 2009. |
Within our GDS business, our Airline Information Technology
(IT) Solutions business provides hosting solutions
and IT subscription services to airlines to enable them to focus
on their core business competencies and reduce costs, as well as
business intelligence services. Our Airline IT Solutions
business manages the mission-critical reservations and related
systems for United Air Lines, Inc. (United) and the
combined Delta/Northwest (Delta) airline, as well as
eight other airlines. Our Airline IT Solutions business also
provides an array of leading-edge IT software subscription
services, directly and indirectly, to 235 airlines and airline
ground handlers globally. We estimate our IT services were used
in the handling of up to 560 million boarded airline
passengers in 2009.
| The GTA business receives access to accommodation, ground travel, sightseeing and other destination services from travel suppliers at negotiated rates and then distributes this inventory in over 130 countries, through multiple channels to other travel wholesalers, tour operators and travel agencies, as well as directly to consumers via its affiliate channels. GTA has an inventory of approximately 24,000 hotels worldwide, the substantial majority of which are independent of major hotel chains, and over 56 million hotel rooms on an annual basis. |
Company
History
Galileo, the cornerstone of the Travelport GDS business, began
as the United Airlines Apollo computerized reservation system in
1971 in the United States. In 1997, Galileo International became
a publicly listed company on the New York and Chicago Stock
Exchanges. In October 2001, Galileo was acquired by Cendant
Corporation (Cendant), now known as Avis Budget
Group, Inc. As part of Cendant from 2001 to 2006, we completed a
series
1
of acquisitions, including Orbitz, Inc. in November 2004 and
Gullivers Travel Associates (which forms the base of our GTA
business) in April 2005.
Travelport Limited was formed on July 13, 2006 to acquire
the travel distribution services businesses of Cendant (the
Acquisition). On August 23, 2006, the
Acquisition was completed, and Travelport was acquired by
affiliates of The Blackstone Group (Blackstone),
affiliates of Technology Crossover Ventures (TCV)
and certain existing and former members of Travelports
management. One Equity Partners (OEP) acquired an
economic interest in Travelport in December 2006. On
July 25, 2007, Orbitz Worldwide, Inc. (Orbitz
Worldwide) completed an initial public offering of common
stock on the New York Stock Exchange. On January 26, 2010,
we purchased $50 million of newly issued shares of common
stock of Orbitz Worldwide pursuant to an agreement with Orbitz
Worldwide. After this investment, and a simultaneous exchange
between Orbitz Worldwide and PAR Investment Partners of
approximately $49.68 million of Orbitz Worldwide debt for
shares of common stock of Orbitz Worldwide, we continue to own
approximately 48% of Orbitz Worldwides outstanding equity.
On August 21, 2007, we completed the acquisition of
Worldspan Technologies, Inc. (Worldspan) for
$1.3 billion (the Worldspan Acquisition).
Worldspan operated as an independent GDS based in the United
States before becoming part of the Travelport GDS business in
August 2007. The Worldspan GDS resulted from the combination of
Deltas system and TWAs and Northwests system
in the early 1990s.
We continually explore, prepare for and evaluate possible
transactions, including acquisitions, divestitures, joint
ventures and other agreements, to ensure we have the most
efficient and effective capital structure and/or to maximize the
value of the enterprise. No assurance can be given with respect
to the timing, likelihood or effect of any possible transactions.
Although we focus on organic growth, we may augment such growth
through the select acquisition of (or possible joint venture
with) complementary businesses in the travel and business
services industries. We expect to fund the purchase price of any
such acquisition with cash on hand or borrowings under our
credit lines. No assurance can be given with respect to the
timing, likelihood or business effect of any possible
transaction. In addition, we continually review and evaluate our
portfolio of existing businesses to determine if they continue
to meet our business objectives. As part of our ongoing
evaluation of such businesses, we intend from time to time to
explore and conduct discussions with regard to joint ventures,
divestitures and related corporate transactions. However, we can
give no assurance with respect to the magnitude, timing,
likelihood or financial or business effect of any possible
transaction. We also cannot predict whether any divestitures or
other transactions will be consummated or, if consummated, will
result in a financial or other benefit to us. We intend to use a
portion of the proceeds from any such dispositions and cash from
operations to retire indebtedness, make acquisitions and for
other general corporate purposes.
Company
Information
Our principal executive office is located at 405 Lexington
Avenue, New York, New York 10174 (telephone number:
(212) 915-9150).
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith, we file reports, proxy and information statements and
other information with the Securities and Exchange Commission
(the Commission). Such reports (including our annual
reports on
Form 10-K,
our quarterly reports on
Form 10-Q,
our current reports on
Form 8-K
and any amendments to such reports) and other information can be
accessed on our website at www.travelport.com as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the Commission. A copy of our
Code of Conduct and Ethics, as defined under Item 406 of
Regulation S-K,
including any amendments thereto or waivers thereof, can also be
accessed on our website. We will provide, free of charge, a copy
of our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K
and Code of Conduct and Ethics upon request by phone or in
writing at the above phone number or address, attention:
Investor Relations.
The GDS
Business
We are the only global GDS provider that has a strong and
balanced position in each of the four major world travel
regions: the Americas, Europe, Middle East and Africa
(MEA) and Asia-Pacific (APAC), as
measured by GDS-processed air segments booked for the year ended
December 31, 2009. In 2009, our GDS business processed more
than 295 million air segments,
approximately 23 million hotel bookings,
approximately 17 million car rental bookings and
approximately 2 million rail bookings. In the year
ended December 31, 2009, we captured approximately 29% of
the global share of GDS-processed air segments, with a uniquely
balanced split across regions, with 46% of Travelport
GDS-processed air segments in the Americas, 26% in Europe, 12%
in MEA and 17% in APAC. In 2009, approximately 148 million
tickets were issued through our GDS business, with four billion
2
stored fares normally available at any one time. Our GDS
business executed an average of 75 million searches and
processed up to 1.6 billion travel-related messages per day
in 2009.
Our GDS business provides a core distribution vehicle and
transaction processing services for travel suppliers to
facilitate efficient distribution of travel inventory to travel
agencies and ultimately to end customers globally. Our GDS and
Airline IT Solutions businesses provide merchandising and
booking-related services, payment solutions, hosting, IT
services and business intelligence to travel suppliers in
exchange for travel-related content. Our GDS then distributes
this content, including pricing, availability, reservations,
ticketing and payment, to both online and traditional travel
agencies. Travel agencies are given the ability to shop and book
across thousands of suppliers in real time, handle payment
processing and other fulfillment services on behalf of clients
and suppliers, perform customer service functions, such as
changes, cancellations and re-issues, and efficiently manage
activity through direct data feeds from the GDS to the agency
mid- and back-office systems. We typically earn a fee from
travel suppliers for each segment booked, cancelled or changed.
In connection with these bookings, we pay commissions or provide
other financial incentives to travel agencies to encourage
greater use of our GDS. Travel agencies then distribute the
travel inventory to end customers.
We are uniquely balanced across the four major travel regions,
which allows us to be well positioned to take advantage of
market-driven growth in each major travel region and emerging
markets in particular, where the number of air passengers
boarded are forecast to grow faster than the Americas and
Europe. This geographic balance also helps to insulate us from
downturns related to specific regional economies. In 2009, our
balanced share of GDS-processed air segments was 46%, 26%, 12%
and 17% in the Americas, Europe, MEA and APAC, respectively,
based on global distribution of GDS-processed air segments of
43%, 32%, 9% and 15%, respectively, in each region.
Travel Suppliers. Our relationships
with travel suppliers extend to airlines, hotels, car rental
companies, rail networks, cruise and tour operators and
destination service providers. Travel suppliers process, store,
display, manage and distribute their products and services to
travel agencies primarily through GDSs. Through participating
carrier agreements (for airlines) and various agreements for
other travel suppliers, airlines and other travel suppliers are
offered varying levels of services and functionality at which
they can participate in the our GDSs. These levels of
functionality generally depend upon the travel suppliers
preference as well as the type of communications and real-time
access allowed with respect to the particular travel
suppliers host reservations systems.
We connect travel suppliers with travel agencies across
approximately 160 countries and use 29 languages to distribute
supplier inventory that is aggregated from approximately 420
airlines, approximately 290 hotel chains covering more than
88,000 hotel properties, more than 25 car rental companies
and 13 major rail networks worldwide, as well as cruise and tour
operators.
The table below lists alphabetically Travelports five
largest airline suppliers in the Americas, Europe, MEA and APAC
for the year ended December 31, 2009, based on revenue:
Americas
|
Europe | MEA | APAC | |||
American Airlines
|
Air France | Emirates Airlines | Cathay Pacific | |||
Delta Air Lines
|
Alitalia | Qatar Airways | Jet Airways | |||
Northwest Airlines
|
British Airways | Saudi Arabian Airlines | Qantas Airways | |||
United Airlines
|
KLM | South African Airways | Singapore Airlines | |||
US Airways
|
Lufthansa Airlines | Turkish Airlines | Thai Airways |
We have entered into a number of specific-term agreements with
airlines in the larger and more mature geographic areas,
including North America and Western Europe, as well as APAC, to
secure full-content parity with the airlines own travel
distribution websites (known as supplier.com
websites). Full-content agreements allow our travel agency
customers to have access to the full range of our airline
suppliers content, including the ability to book the last
available seat, as well as parity in functionality. The typical
duration of these agreements ranges from three to seven years.
We have secured full-content agreements with over
100 airlines worldwide, including all the major airlines in
North America, as well as European and Asian airlines such as
British Airways, Air France, KLM, Iberia, Lufthansa, Swiss,
Alitalia, Qantas and Singapore Airlines. Bookings attributable
to such full-content agreements comprised approximately 72% of
Travelports air segments in 2009.
Our standard GDS distribution agreements with air, hotel and car
rental suppliers are open-ended and roll over unless
specifically terminated. The majority of our agreements remain
in effect each year, with exceptions usually linked to airline
mergers or insolvencies. Our top fifteen travel suppliers (by
revenue), all of which are airlines, have
3
been customers on average for more than ten years and, for the
year ended December 31, 2009, represented approximately 42%
of transaction processing revenues. We have a high renewal rate
with our travel suppliers.
We have over 60 low cost carriers (LCCs)
participating in our GDS, with our top 10 LCCs, by revenue,
accounting for approximately 4% of Travelports air
segments in the year ended December 31, 2009. We believe
that our geographic breadth makes us a compelling source of
value for most major LCCs, although LCC activity on the GDS
relative to legacy airlines remains at an early stage of
development in terms of the level of booking activity. In
addition, the choice and level of participation is driven by the
relevance of the GDS in the countries and regions in which the
LCCs choose to distribute and sell. For example, our leading
position with LCCs, including participation of both JetBlue and
Southwest Airlines in the United States, Virgin Blue and JetStar
in APAC and easyJet and Air Berlin in Europe, is indicative of
the value that travel suppliers place on the scale and breadth
of a GDSs footprint. We believe we are well positioned to
capture growth from the LCCs due to our global footprint and
strength in the business travel arena in some of the prime areas
where LCCs are strongest such as the United States, the United
Kingdom and Australia.
We have relationships with more than 88,000 hotels, representing
approximately 290 hotel chains, which provide us with live
availability and instant confirmation for bookings. Our top five
hotel suppliers for our GDS business for the year ended
December 31, 2009 were Hilton, Hyatt, Intercontinental
Hotel Group, Marriott Hotels and Sheraton, which together
accounted for approximately 52% of our hotel revenue in this
period. We have a relationship with over 30,000 car rental
locations, providing seamless availability and instant
confirmation for virtually all customers. Our top five car
rental companies for our GDS business for the year ended
December 31, 2009 were Avis, Budget, Enterprise, Hertz and
National, which together accounted for approximately 73% of our
car rental revenue in this period. We provide electronic
ticketing solutions to 13 major international and national rail
networks, which accounted for all of our rail revenue for the
year ended December 31, 2009, including Société
Nationale des Chemins de Fer France (France), Amtrak (United
States), Via-Rail (Canada), Eurostar Group (United
Kingdom/France) and AccessRail (United States).
Travel Agencies. More than 60,000
online and offline subscriber locations worldwide use Travelport
for travel information, booking and ticketing capabilities,
travel purchases and management tools for travel information and
travel agency operations. Access to our GDSs enables travel
agencies to electronically search travel related data such as
schedules, availability, services and prices offered by travel
suppliers and to book travel for end customers.
Our GDS business also facilitates travel agencies internal
business processes such as quality control, operations and
financial information management. Increasingly, this includes
the integration of products and services from independent
parties that complement our core product and service offerings,
including a wide array of mid- and back-office service
providers. We also provide technical support, training and other
assistance to travel agencies, including numerous customized
access options, productivity tools, automation, training and
customer support focusing on process automation, back-office
efficiency, aggregation of content at the desktop and online
booking solutions.
Our relationships with travel agencies typically are
non-exclusive, with the majority of GDS-processed air segments
booked through agencies which are dual automated, meaning they
subscribe to and have the ability to use more than one GDS. In
order to encourage greater use of Travelports GDS, we pay
commissions or provide other financial incentives to many travel
agencies as a means of encouraging greater use of our GDS.
Travel agencies or other GDS subscribers in some cases pay a fee
for access to our GDSs on a transactional basis or to access
specific services or travel content. Such fees, however, are
often discounted or waived if the travel agency generates a
specified number of transactions processed by us during a
specified time period, and are normally significantly less than
incentives we provide.
Our agency customers comprise online, offline, corporate and
leisure travel agencies. Our top ten travel agencies as measured
by booking fees have, on average, been customers for over
fifteen years, and booking fees attributable to their activities
in the year ended December 31, 2009 represented
approximately 29% of GDS transaction processing revenue. Our
largest online travel agency customers, by booking fees, in 2009
were Expedia, Inc. (Expedia), Orbitz Worldwide
(which includes orbitz.com and cheaptickets.com in the United
States and ebookers.com in Europe) and Priceline.com
Incorporated. In the year ended December 31, 2009, regional
travel agencies (such as TrailFinders) accounted for over 50% of
GDS bookings, online travel agencies were the next largest
category, representing less than 25% of GDS bookings, and global
accounts (such as American Express) accounted for the remaining
amount. Our largest corporate travel agency customers, by
booking fees, in 2009 were American Express, BCD Holdings,
Carlson Wagonlit Travel, Flight Centre Limited and Hogg Robinson
Group. Our top leisure travel agencies include AAA Travel,
Kuoni, Trailfinders, USA Gateway and Affinion.
4
Airline IT Solutions. We have been a
pioneer in IT services for the airline industry, being the first
GDS to provide
e-ticketing
to travel agencies in 1995 and the first GDS to offer an
automated repricing solution in 2000. Through our Airline IT
Solutions business, we provide hosting solutions and IT
subscription services to United, Delta and eight other airlines
and the technology companies that support them as well as
business intelligence services to more than 115 airlines. In
total, we employ or contract with 1,300 IT professionals to
support and enhance our application suite, many of whom are
shared across GDS and Airline IT solutions activities. Our
Airline IT solutions were used in the handling of up to
560 million boarded airline passengers in 2009.
| Hosting solutions. These solutions encompass mission-critical systems for airlines such as internal reservation system services, seat and fare class inventory management, flight operations technology services and software development services. Our internal reservation system services include the operation, maintenance, development and hosting of an airlines internal reservation system and include seat availability, reservations, fares and pricing, ticketing and baggage services. These services are integral to an airlines operations as they are the means by which an airline sells tickets to passengers and also drive all the other key passenger-related services and revenue processes and systems within the airline. Flight operations technology services provide operational support to airlines, from pre-flight preparation through to departure and landing. Some of these services include weight and balance, flight planning and tracking, passenger boarding, flight crew management, passenger manifests and cargo. Software development services focus on creating innovative software for use in an airlines internal reservation system and flight operations systems. |
We host and manage the IT platforms for United and operate the
hosting platform for Delta under contracts that expire in 2013
and 2018, respectively. United has announced that it may
transition its reservation system away from Travelport to
another service provider, which could adversely impact the
Companys hosting business. Under the terms of our
agreement with United, United has been permitted to terminate
its agreement with Travelport since January 1, 2010. We do
not currently expect that United will terminate its agreement
with Travelport or transition its reservation system to another
provider, although some services currently provided by us may
transition to another provider. In addition, Deltas
acquisition of Northwest has resulted in the two airlines
migrating to a common IT platform in the first quarter of 2010.
As a result of Delta and Northwest integrating their operations,
we anticipate that in 2010 the annual revenue attributable to
contracts with these airlines, which include Airline IT
Solutions and transaction processing services, will decrease. We
also provide eight other airlines around the world with other
reservation system products through our hosting solutions.
| IT subscription services. While some airlines elect to have their internal reservation system run by a single IT services provider, others prefer to outsource selected functions to multiple IT services providers. We have developed, in part through our hosting arrangements, an array of leading-edge IT subscription services for mission-critical applications in fares, pricing and e-ticketing. We provide these services to 235 airlines and airline ground handlers, of which 44 are direct customers and 191 are indirect customers that receive our services through an intermediary. Direct IT subscription customers include Emirates, Air New Zealand and Alitalia. Our IT subscription services include: |
Fares and Pricing/e-pricing/Global Fares: A
fare-shopping tool that enables airlines to outsource fares and
pricing functionality to us.
Electronic Ticketing: A database and
interchange that enables airlines to outsource electronic
ticketing storage, maintenance and exchange to us. We provide
electronic ticketing services to more than 220 airlines.
Rapid Reprice: An automated solution that
enables airlines to recalculate fares when itineraries change.
Fare Verified: A comprehensive pre-ticketing
fare audit tool that enables airlines to protect against errors
or fraud caused by reservation and ticketing agents and
incorrectly priced or reissued tickets.
Interchange: A system that provides
interactive message translation and switching for multiple
functions, such as
e-ticketing
and check-in, between airline partners.
| Business Intelligence. As part of our GDS business, we also provide data to airlines, travel agencies, hotels, car rental companies and other travel industry participants. Our data sets are critical to these businesses in the management of their own operations and the optimization of their industry position and revenue-generating potential. Travelport Business Intelligence is a leader in providing businesses involved in all aspects of travel with access to both traditional and proprietary market intelligence data sets. We provide market-sensitive data to 120 airlines, supporting processes such as GDS billing, airline revenue accounting and industry settlement. |
5
We also supply marketing-oriented raw data sets, data processing services, consulting services and web-based analytical tools to 48 airlines, travel agencies and other travel related companies worldwide to support their business processes, such as airline network planning, revenue management, pricing, sales and partnership management. This combined offering of data and analytical capabilities delivers market intelligence to businesses that use the information to enhance their industry position. A primary data product supplies raw GDS booking data with details of routes, fares and prices. No personally identifiable data is provided. |
New Products and Products in
Development. We have invested approximately
$125 million in new product development over the last four
years. We employ or contract with 1,300 IT professionals to
support and enhance our application suite. As a result, we have
a continuous pipeline of new products/enhancements to the GDS
for the various channels we serve:
| Search and Shopping. We are investing to improve the speed, quality of results and functionality available for searches. The existing product suite includes our e-Pricing, a leading tool due for further roll-out in 2010, which requires a single entry to initiate searches across published, negotiated, web and advertised fares and returns shopping results in seconds. Our e-Pricing product outperforms in finding the lowest fare available and generates the greatest average saving. | |
| Travelport Universal Desktop, due for launch in the third quarter of 2010, will be a fully-integrated intelligent desktop, unifying selling and merchandising programs, automating processes and providing a single integrated channel to access full GDS, LCC, hotel, car rental and rail content from multiple sources. Universal Desktop will deliver a new graphic interface that is faster, more user-friendly and offers greater flexibility than the traditional green screen interface. In addition to allowing agencies to configure the desktop to satisfy their respective customer needs, Universal Desktop will also feature a dashboard and activity panel that will provide the latest information, access reports, calendars and email within the same application. The Universal Record feature, which will combine components of a travel itinerary irrespective of source, will remove the need for duplication by travel agencies. Further tools will include traveler profiling, supplier preferencing, policy and quality control, agency search capabilities, customer service automation, continuity checking, data tracking and access to management information. | |
| Travelport Traversa is a corporate travel online booking tool that allows business travelers to shop for and book their own reservations quickly and cost-effectively while enabling corporations to maintain travel policies, maximize supplier agreements, standardize processes and achieve high online adoption. Traversa has over 444,000 active traveler profiles and processes in excess of 2 million segments annually. | |
| Merchandising and Advertising. We offer a suite of travel sales and marketing capabilities which allow travel suppliers flexibility in how they sell products or target special offers to particular traveler groups. It enables travel agencies to tailor their product offers to end customers and provides a platform on which such products can be advertised and sold. | |
| eNett (Payment Services Joint Venture) is developing automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States. eNetts billing and settlement solutions via web-based technology can be integrated or accessed as an independent system. |
GDS Sales and Marketing. Our sales and
marketing teams are responsible for developing existing and
initiating new commercial relationships with travel suppliers
and travel agencies worldwide. The sales and marketing teams
include customer support, product strategy, management and
marketing communications and sales teams working across the
Americas, Europe, MEA and APAC. Our Airline IT Solutions team
includes a dedicated sales and service organization that is
responsible for marketing our IT services to airlines globally.
We also provide global account management services to certain
large multi-national customers.
We employ a hybrid sales and marketing model consisting of
direct sales and marketing organizations (SMOs),
which we directly manage, and indirect, third-party national
distribution companies (NDCs). We market, distribute
and support our products and services primarily through SMOs. In
certain countries and regions, however, we provide our products
and services through our relationships with NDCs which are
typically independently owned and operated by a local
travel-related business in that country or region or otherwise
by a major airline based in the local market. Our SMOs and NDCs
are organized by country or region and are typically divided
between the new account teams, which seek to add new travel
agencies to our distribution system, and account management
teams, which service and expand existing business. In certain
regions, smaller customers are managed by telemarketing teams.
6
Historically, we relied on NDCs owned by national airlines in
various countries in Europe, MEA and APAC to distribute our
products and services. However, in 1997, following
Galileos listing on the New York Stock Exchange, we
acquired many of these NDCs from the airlines, including in the
United States, the Netherlands, Switzerland and the United
Kingdom, and, later, in Hungary, Ireland, Italy, Australia, New
Zealand, Malaysia and Canada. This enabled us to directly
control our distribution at a time when the airlines wished to
divest the NDCs and concentrate on their core airline businesses.
We typically pay an NDC a commission based on the booking fees
generated pursuant to the relationship that the NDC establishes
with a subscriber, with the NDC retaining subscriber fees billed
for these bookings. We regularly review our network of NDCs and
periodically revise these relationships. In less developed
regions, where airlines continue to exert strong influence over
travel agencies, NDCs remain a viable and cost effective
alternative to direct distribution. Although SMO margins are
typically higher than NDC margins, an NDC structure is generally
preferred in countries where we have the ability to leverage a
strong airline relationship or an NDCs expertise in a
local market. We also contract with new NDCs in countries and
regions where doing so would be more cost effective than
establishing an SMO. In 2009, we consolidated our Indian NDC
arrangements and acquired new distributors in Eastern Europe,
including Poland and Hungary.
GDS Competitive Landscape. The
marketplace for travel distribution is large, multi-faceted and
highly competitive. Our GDS business competes with a number of
travel distributors, including other traditional GDSs such as
Amadeus IT Group S.A. (Amadeus) and Sabre Inc.
(Sabre), several regional GDS competitors,
application programming interface-based (API) direct
connections between travel suppliers and travel agencies, and
also supplier.com websites and other forms of direct booking.
In contrast to Travelport, our main GDS competitors are highly
geographically concentrated in the markets of their respective
founder airlines. The largest regional GDSs are based in Asia
and include Abacus International Pte Ltd. (Abacus),
which is primarily owned by a group of ten Asian airlines; Axess
International Network Inc. and INFINI Travel Information, Inc.,
which are majority owned by Japan Airlines System and All Nippon
Airways, respectively; Topas Co., Ltd., which is majority owned
by Korean Air Lines; and TravelSky, which is majority owned by
Chinese state-owned enterprises.
We routinely face new competitors and new methods of travel
distribution. Suppliers and third parties seek to promote
distribution systems that book directly with travel suppliers.
Airlines and other travel suppliers are selectively looking to
build API-based direct connectivity with travel agencies. In
addition, established and
start-up
search engine companies, as well as metasearch companies, have
entered the travel marketplace to offer end customers new ways
to shop for and book travel by, for example, aggregating travel
search results across travel suppliers, travel agencies and
other websites. The impact of these alternative travel
distribution systems on our GDSs, however, remains unclear at
this time.
Each of the other traditional GDSs offers products and services
substantially similar to our services. Competition in the GDS
industry is based on the following criteria:
| the timeliness, reliability and scope of travel inventory and related information offered; | |
| service, reliability and ease of use of the system; | |
| the number and size of travel agencies utilizing our GDSs and the fees charged and inducements paid to travel agencies; | |
| travel supplier participation levels, inventory and the transaction fees charged to travel suppliers; and | |
| the range of products and services available to travel suppliers and travel agencies. |
Airline IT Solutions Competitive
Landscape. The Airline IT Solutions sector of
the travel industry is highly fragmented by service offering,
including hosting solutions, such as internal reservation system
services, as well as flight operations technology services and
software development services. For example, our competitors with
respect to internal reservation and other system services
include Amadeus, HP Enterprise Services, Navitaire Inc., Sabre,
Unisys Corporation and SITA, as well as airlines that provide
the services and support for their own internal reservation
system services and also host external airlines. The business
intelligence services sector of the Airline IT Solutions
business is highly competitive, with our ability to market our
products dependent on our perceived competitive position and the
value of the information obtained through the GDS business. Our
primary competitors in this sector are International Air
Transport Association (IATA), through its PaxIS
product, as well as Amadeus and Sabre.
Technology. We recently consolidated
our Galileo and Worldspan data centers into a single location in
Atlanta, Georgia to support our GDSs and Airline IT Solutions
businesses. Our data center offers a state-of-the-art
7
facility that has just completed comprehensive technology
upgrades to the latest IBM processing and storage platforms. The
combined facility features an industry-leading technology
platform in terms of functionality, performance, reliability and
security. The existing GDSs are certified compliant with the
Payment Card Industry Data Security Standard, offering a secure
environment for combined Galileo and Worldspan operations and a
99.98% core systems uptime. The combined data center comprises
over eight mainframes, open systems servers and storage and
network devices, providing over four billion fares eligible for
processing, with maximum peak message rates of more than 25,000
messages per second. The data center processes more than
31 billion transactions each month, averaging 12,000 per
second. On peak message days up to 1.6 billion
travel-related messages are processed. In the first year of
combined operation, our data center supported more than
330 million travel-related bookings and can handle more
than 400 billion messages at a lower cost per booking.
The consolidation of our primary data center operations in
Atlanta, Georgia, is an example of the significant competitive
advantage created as a result of the ongoing integration of the
Galileo, Apollo and Worldspan GDSs. By managing all three
systems in a state-of-the-art, unified data center environment,
our customers benefit from access to one of the industrys
most powerful, reliable and responsive travel distribution and
hosting platforms. Running our GDS business from one facility
will allow us over time to rationalize more rapidly the links
required to connect suppliers to our GDSs and to more readily
share technology across the systems. We expect this to result in
reduced complexity and cost for our suppliers. In addition, our
balanced geographical presence contributes to efficiency in data
center operations as travel agencies from various regions in
which we operate access the system at different times.
The GTA
Business
GTA. GTA is a leading global wholesaler
of accommodation, ground travel, sightseeing and other
destination services with three decades of travel expertise. GTA
is focused on city center travel rather than beach destinations.
GTA has relationships with more than 28,000 travel supplier
partners and sells travel products and services in over 130
countries. GTA has an inventory of approximately 24,000 hotels,
the substantial majority of which are independent, and over
56 million hotel rooms annually. For the year ended
December 31, 2009, GTA serviced more than 22,000 groups,
supplied more than 8 million fully independent traveler
(FIT) room nights, made over 2.4 million
bookings and generated a total transaction value
(TTV) of approximately $1,594 million and
revenue of approximately $267 million. GTAs business
is geographically diverse, with no single inbound destination
and no single outbound source accounting for more than 20% of
GTAs sales as measured by TTV.
GTA receives access to rate accommodations, ground travel,
sightseeing and other destination services from travel suppliers
at negotiated rates and then distributes the inventory, through
multiple channels, to other travel wholesalers, tour operators,
travel agencies and directly to end customers through Octopus
Travel. GTA has arrangements with individual hotel chains and
independent hotel properties through which it is given access to
an inventory of over 24,000 participating hotels at negotiated
rates. The room inventory to which GTA has access under these
arrangements is provided to GTA on an allocation basis, which
ensures availability of those rooms. GTA then distributes the
room inventory under contract to other travel wholesalers, tour
operators and travel agencies. GTA currently bears inventory
risk on approximately 2% of its supplier contracts, based on
room nights, which represented approximately 1% of GTAs
TTV in the year ended December 31, 2009.
A critical aspect of GTAs business model is that it
competes successfully both as a wholesale and retail provider of
group and independent travel, the two key leisure travel
segments. This business model makes GTA attractive to hotels and
other travel suppliers as it helps drive these two fundamentally
discrete groups of travelers to their businesses. In return, GTA
is able to secure highly competitive inventory allotments.
GTAs group and independent traveler offerings operate
symbiotically and strengthen its offering to both suppliers and
travel agencies.
GTA has a significant presence in Asia, with one-third of its
business originating in the region, particularly Japan, China
and Indonesia. GTA also is well positioned to take advantage of
growth in the fast growing MEA and APAC regions, with more than
a dozen offices in the regions and significant experience in
operating in these regions.
Octopus Travel. Octopus Travel, which
includes the brands Octopus Travel and Needahotel.com, delivers
content directly to end customers, offering the ability to book
reservations online from a large inventory of hotels in numerous
cities and countries. It offers accommodation in more than 130
countries worldwide and conducts business in 29 different
languages. Octopus Travels bookings are also made directly
to consumers through its affiliate channels, such as airlines,
loyalty companies and financial institutions, which incorporate
the booking services and content of Octopus Travel into their
own websites. Partners can choose from a variety of branding
solutions to market products and services to their customers.
Octopus Travel manages content, online marketing and customer
8
service functions on behalf of many of these partners. Octopus
Travel has more than 600 agreements with its partners, including
AirMiles, Singapore Airlines and eDreams, and several major
airlines in the Europe, MEA and APAC regions.
Travel Suppliers. GTA has relationships
with more than 28,000 travel supplier partners, including more
than 24,000 contracted hotels, the substantial majority of which
are contracted with independents. GTAs contracts with
travel suppliers are typically renegotiated every six months,
with substantially all suppliers typically electing to renew
with GTA. GTA has had relationships with its top ten hotel
suppliers (as measured by number of room nights) for over five
years. These suppliers represented approximately 3% of room
nights sold in the year ended December 31, 2009.
Travel Wholesalers, Travel Agencies and Tour
Operators. GTAs customers include
travel wholesalers, travel agencies and tour operators in over
130 countries. GTA has relationships with over 5,000 travel
agencies. On average, GTAs top ten travel agencies (by
revenue) have been customers for over ten years, and in the year
ended December 31, 2009 represented approximately 18% of
revenue. GTA typically has evergreen agreements with travel
customers, which have no set expiry but which may be terminated
by either party upon notice.
GTA Sales and Marketing. GTA has 2,200
staff in 26 sales offices globally, including in London, New
York, Hong Kong, Tokyo and Dubai, which are responsible for
maintaining and building relationships with retail travel
agencies, wholesale tour operators and corporate travel clients
in over 130 countries worldwide. GTA develops relationships with
its customers using its direct sales force and account managers.
The GTA strategy focuses on both attracting new customers and
increasing the business of existing customers. Sales and
marketing techniques include partnership marketing, preferred
product placement, public relations and recommendations in
travel guides. GTA also works with the media and country and
regional tourism boards to promote destinations. Points of
differentiation include technology customized to provide direct
access to inventory and rates, inventory allocations, GTAs
reputation as a reliable supplier and competitive room rates.
GTA has dedicated contractors globally that are tasked with
securing local hotel and services content. These contractors are
responsible for negotiating commercial terms for hotels
(including rates and allocations) and other ground services
(including restaurants, sightseeing, excursions, transfers and
long distance coaches).
Technology. GTA has an IT department of
approximately 115 personnel that operates its core systems
from a third-party hosted center near Hounslow, United Kingdom,
and has secondary servers in GTAs operational business
headquarters in London, United Kingdom. GTAs systems and
telecommunication infrastructure is online 24 hours a day,
seven days a week, 365 days a year. Since April 2009, GTA
has added a dynamic inventory model to its operations, which
provides real time updates to available rates from participating
hotels. This allows GTA to access greater volumes of room nights
at the best available rates. In January 2010, GTA acquired a
software development firm that has worked on GTAs IT
systems for over 15 years. The acquisition added a core
team of developers to GTAs IT operations and is expected
to improve the continuity of the management of GTAs IT
systems.
GTAs back end systems are hosted on a large, logically
partitioned, IBM iSeries platform with immediate replication to
associated secondary systems. The platform is scalable
vertically, within the same chassis, and horizontally, to
further partitioned servers if required. GTAs front end
systems are hosted on variable sized load balanced
stacks of servers utilizing open source software and
industry standard database technology. The structure is such
that more stacks can easily be added to enable scalability to
cater to the ever-increasing levels of traffic being directed at
the platform. The front end systems have been developed to allow
customers of GTA and Octopus Travel the ability to search and
use inventory and pricing of hotels and ancillary services.
Industry strength secure networks support GTAs worldwide
presence. GTAs systems are subject to annual review by
external third parties from a compliance and security
perspective.
GTA operates and maintains global websites and online interfaces
that serve a diverse range of travel sellers. Wholesale
customers and corporate white label customers may
use an XML interface that has been developed in-house. Some of
GTAs core operational applications were developed and are
maintained by a third party. The GTA hotel search process also
connects customers to chain hotel inventory via multiple hotel
aggregator systems, which is in addition to the GTA contract
inventory. The results of the concurrent searches are blended
and displayed seamlessly to the customer.
GTA Competitive Landscape. The
wholesale travel industry is highly fragmented. GTA competes
primarily with regional and local wholesalers of accommodation,
transportation, sightseeing and other travel-related products
and services, such as Kuoni Group and TUI Travel PLC (Europe),
Tourico Holidays, Inc. (United States), Miki Travel Limited
(United Kingdom) and Qantas Holidays Limited (Australia). Unlike
GTA, many of these regional competitors often depend on one
region for 75% or more of their TTV. GTA, with its global
footprint, is well
9
positioned to sell inter- and intra-regional travel worldwide.
GTA also competes with global, regional and local online hotel
retailers in the Americas, Europe, MEA and APAC.
Factors affecting the competitive success of travel wholesalers,
including GTA, include:
| the choice and availability of travel inventory; | |
| customer service; | |
| the strength of independent hotel relationships; | |
| the breadth, diversification and strength of local tour operator and travel agency relationships; | |
| pricing pressures, which have increased in mature markets in Europe and North America as a result of increased use of new distribution channels (such as online travel agencies and hotel websites); | |
| the reliability of the reservation system; | |
| the geographic scope of products and services offered; and | |
| the ability to package products and services in ways appealing to travelers. |
Material
Agreements
On June 19, 2009, we entered into Amendment No. 1 to
our senior secured credit agreement. A summary description of
the amendment is included in our Current Report on
Form 8-K
filed with the Commission on June 19, 2009.
In July 2009, we entered into an amendment to the Subscriber
Services Agreement with Orbitz Worldwide, Inc., dated as of
July 23, 2007.
On November 25, 2009, we entered into Amendment No. 2
to our senior secured credit agreement. A summary description of
the amendment is included in our Current Report on
Form 8-K
filed with the Commission on December 1, 2009.
Financial
Data of Segments and Geographic Areas
Financial data for our segments and geographic areas are
reported in Note 21 Segment Information to our
Financial Statements included in Item 8 of this Annual
Report on
Form 10-K.
Intellectual
Property
We regard our technology and other intellectual property as
critical components and assets of our business. We protect our
intellectual property rights through a combination of copyright,
trade mark and patent laws, and trade secret and confidentiality
laws and procedures. We own and seek protection of key
technology and business processes and rely on trade secret and
copyright laws to protect proprietary software and processes. We
also use confidentiality procedures and non-disclosure and other
contractual provisions to protect our intellectual property
assets. Where appropriate, we seek statutory and common law
protection of our material trade and service marks, which
include
TRAVELPORT®,
GALILEO®,
GULLIVERS TRAVEL
ASSOCIATES®,
GTA®,
OCTOPUSTRAVEL®,
TRAVELCUBE®,
TRAVEL
BOUND®,
WORLDSPAN®
and related logos. The laws of some foreign jurisdictions,
however, vary and offer less protection than other jurisdictions
for our proprietary rights. Unauthorized use of our intellectual
property could have a material adverse effect on us, and there
is no assurance that our legal remedies would adequately
compensate us for the damages caused by such unauthorized use.
We rely on technology that we license or obtain from third
parties to operate our business. Vendors that support our core
GDS technology include IBM, Hitachi, CA, Cisco and Microsoft.
Certain agreements with these vendors are subject to renewal or
negotiation within the next year. We license our Transaction
Processing Facility operation software from IBM under an
agreement that expires in June 2013. In addition, we rely on our
jointly developed fares and pricing application and share
intellectual property rights in these applications with Expedia
and EDS.
Employees
As of December 31, 2009, we had approximately
5,380 employees worldwide, with approximately
2,050 employees in EMEA, approximately 2,010 employees
in the Americas and approximately 1,320 employees in APAC.
None of our employees in the United States are subject to
collective bargaining agreements governing their employment with
us. In certain of the European countries in which we operate, we
are subject to, and comply with,
10
local law requirements in relation to the establishment of work
councils. In addition, due to our presence across Europe and
pursuant to an EU directive, we have a Travelport European Works
Council (EWC) in which we address EU and enterprise-wide issues.
We believe that our employee relations are good.
Government
Regulation
In the countries in which we operate, we are subject to or
affected by international, federal, state and local laws,
regulations and policies, which are constantly subject to
change. The descriptions of the laws, regulations and policies
that follow are summaries and should be read in conjunction with
the texts of the laws and regulations. The descriptions do not
purport to describe all present and proposed laws, regulations
and policies that affect our businesses.
We are in material compliance with these laws, regulations and
policies. Although we cannot predict the effect of changes to
the existing laws, regulations and policies or of the proposed
laws, regulations and policies that are described below, we are
not aware of proposed changes or proposed new laws, regulations
and policies that will have a material adverse effect on our
business.
GDS
Regulations
Our GDS businesses are subject to specific regulations in the
European Union and Canada. Prior to July 31, 2004, our GDS
businesses were also subject to regulations in the United States.
In October 2005, the European Commission announced that it
proposed to repeal many regulations, including the computerized
reservation system regulations (CRS Regulations). Similar
regulations were originally adopted in the United States, Canada
and the European Union to guarantee consumers access to
competitive information by requiring CRSs (then owned by
individual airlines) to provide travel agencies with unbiased
displays and rankings of flights. On January 14, 2009,
following a public consultation, the European Commission adopted
new CRS Regulations which entered into force on March 29,
2009. Under the new CRS Regulations, GDSs and airlines are free
to negotiate booking fees charged by the GDSs and the
information content provided by the airlines. The new CRS
Regulations include provisions to ensure a neutral and
non-discriminatory presentation of travel options in the GDS
displays and to prohibit the identification of travel agencies
in MIDT data without their consent. The new CRS Regulations also
require GDSs to display rail or rail/air alternatives to air
travel on the first screen of its principal display in certain
circumstances. In addition, to prevent parent carriers of GDSs
from hindering competition from other GDSs, parent carriers will
continue to be required to provide other GDSs with the same
information on its transport services and to accept bookings
from another GDS.
There are also GDS regulations in Canada, under the regulatory
authority of the Canadian Department of Transport. On
April 27, 2004, a significant number of these regulations
were lifted. Amendments to the rules include eliminating the
obligated carrier rule, which required larger
airlines in Canada to participate equally in the GDSs, and
elimination of the requirement that transaction fees charged by
GDSs to airlines be non-discriminatory. Due to the elimination
of the obligated carrier rule in Canada, Air Canada, the
dominant Canadian airline, could choose distribution channels
that it owns and controls or distribution through another GDS
rather than through our GDSs.
We are also subject to regulations affecting issues such as
telecommunications and exports of technology.
GTA
Regulations
Our travel services are subject to regulation and laws governing
the offer
and/or sale
of travel products and services, including laws requiring us to
register as a seller of travel and to comply with
certain disclosure requirements. Where we sell travel products
and services in Europe directly to travelers as part of a
package, we are regulated by The Package Travel,
Package Holidays and Package Tours Regulations Directive
90/314/EEC (June 13, 1990), as implemented by EU Member
States into country-specific regulations (the Package
Travel Regulations). Where the Package Travel Regulations
apply, they impose primary liability on us for all elements of a
trip sold through us, whether we own or control those services
or whether we sub-contract them to independent suppliers. The
Package Travel Regulations principally affect our GTA business
where the sale is made in the European Union.
Travel
Agency Regulations
The products and services that we provide are subject to various
international, US federal, US state and local regulations. We
must comply with laws and regulations relating to our sales and
marketing activities, including those prohibiting unfair and
deceptive advertising or practices. As a seller of air
transportation products in the United States, we are subject to
regulation by the US Department of Transportation, which has
jurisdiction over economic
11
issues affecting the sale of air travel, including customer
protection issues and competitive practices. The US Department
of Transportation has the authority to enforce economic
regulations and may assess civil penalties or challenge our
operating authority. In addition, many of our travel suppliers
and trade customers are heavily regulated by the US and other
governments, and we are indirectly affected by such regulation.
In addition, certain jurisdictions may require that we hold a
local travel agencies license in order to sell travel
products to travelers.
Privacy
and Data Protection Regulations
Privacy regulations continue to evolve and on occasion may be
inconsistent from one jurisdiction to another. Many states in
the United States have introduced legislation or enacted laws
and regulations that require strict compliance with standards
for data collection and protection of privacy and provide for
penalties for failure to notify customers when such standards
are breached, even by third parties.
Many countries have enacted or are considering legislation to
regulate the protection of private information of consumers, as
well as limiting unsolicited commercial email to consumers. In
the United States, the legislation that has become state law is
a small percentage compared to the number still pending, and is
similar to what has been introduced at the federal level. We
cannot predict whether any of the proposed state privacy
legislation currently pending will be enacted and what effect,
if any, it would have on our businesses.
A primary source of privacy regulations to which our operations
are subject is the EU Data Protection Directive 95/46/EC of the
European Parliament and Council (October 24, 1995).
Pursuant to this directive, individual countries within the
European Union have specific regulations related to the
transborder dataflow of personal information (i.e., sending
personal information from one country to another). The EU Data
Protection Directive requires companies doing business in EU
Member States to comply with its standards. It provides for,
among other things, specific regulations requiring all non-EU
countries doing business with EU Member States to provide
adequate data privacy protection when processing personal data
from any of the EU Member States. The EU has enabled several
means for US-based companies to comply with the EU Data
Protection Directive, including a voluntary safe-harbor
arrangement and a set of standard form contractual clauses for
the transfer of personal data outside of Europe. We completed
self-certification for our GDS data processing under this
safe-harbor program on February 9, 2010.
The new CRS Regulations also incorporate personal data
protection provisions that, among other things, classify GDSs as
data controllers under the EU Data Protection Directive. The
data protection provisions contained in the CRS Regulations are
complementary to EU national and international data protection
and privacy laws.
Many other countries have adopted data protection regimes. An
example is Canadas Personal Information and Protection of
Electronic Documents Act (PIPEDA). PIPEDA provides
Canadian residents with privacy protections with regard to
transactions with businesses and organizations in the private
sector. PIPEDA recognizes the need of organizations to collect,
use and share personal information and establishes rules for
handling personal information.
Marketing
Operation Regulations
The products and services offered by our various businesses are
marketed through a number of distribution channels, including
over the Internet. These channels are regulated on a
country-by-country
basis, and we believe that our marketing operations will
increasingly be subject to such regulations. Such regulations,
including anti-fraud laws, customer protection laws, and privacy
laws, may limit our ability to solicit new customers or to
market additional products or services to existing customers.
Management is also aware of, and is actively monitoring the
status of, certain proposed US state legislation related to
privacy and to email marketing that may be enacted in the
future. It is unclear at this point what effect, if any, such US
state legislation may have on our businesses. California in the
United States, in particular, has enacted legislation that
requires enhanced disclosure on Internet websites regarding
customer privacy and information sharing among affiliated
entities. We cannot predict whether these laws will affect our
practices with respect to customer information and inhibit our
ability to market our products and services nor can we predict
whether other US states will enact similar laws.
Internet
Regulations
We must also comply with laws and regulations applicable to
businesses engaged in online commerce. An increasing number of
laws and regulations apply directly to the Internet and
commercial online services. For example, email activities are
subject to the US CAN-SPAM Act of 2003. The US CAN-SPAM Act
regulates the sending of unsolicited, commercial electronic mail
by requiring the sender to (i) include an identifier that
the message is an advertisement or solicitation if the recipient
did not expressly agree to receive electronic mail messages from
the sender, (ii) provide the recipient with an online
opportunity to decline to receive further
12
commercial electronic mail messages from the sender, and
(iii) list a valid physical postal address of the sender.
The US CAN-SPAM Act also prohibits predatory and abusive
electronic mail practices and electronic mail with deceptive
headings or subject lines. There is currently great uncertainty
whether or how existing laws governing issues such as property
ownership, sales and other taxes, libel and personal privacy
apply to the Internet and commercial online services. It is
possible that laws and regulations may be adopted to address
these and other issues. Further, the growth and development of
the market for online commerce may prompt calls for more
stringent customer protection laws.
New laws or different applications of existing laws would likely
impose additional burdens on companies conducting business
online and may decrease the growth of the Internet or commercial
online services. In turn, this could decrease the demand for our
products or increase the cost of doing business.
US federal legislation imposing limitations on the ability of US
states to impose taxes on Internet-based sales was enacted in
1998. The US Internet Tax Freedom Act, which was extended in
2007, exempted certain types of sales transactions conducted
over the Internet from multiple or discriminatory state and
local taxation through November 1, 2014. The majority of
products and services we offer are already taxed. Hotel rooms
and car rentals are taxed at the local level, and air
transportation is taxed at the federal level (with states
pre-empted from imposing additional taxes on air travel).
In Europe, there are laws and regulations governing
e-commerce
and distance-selling which require our businesses to act fairly
towards customers, for example, by giving customers a
cooling-off period during which they can cancel transactions
without penalty. There are various exceptions for the leisure
and travel industry.
13
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
ITEM 15(A)(3) | EXHIBITS. |
Exhibit |
||||
Number
|
Description
|
|||
31 | .1 | Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended. | ||
31 | .2 | Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended. | ||
32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TRAVELPORT LIMITED
By:
/s/ Simon
Gray
Simon Gray
Senior Vice President and
Chief Accounting Officer
Senior Vice President and
Chief Accounting Officer
Date: April 16, 2010
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
||||
/s/ Jeff
Clarke
|
President, Chief Executive Officer and | April 16, 2010 | ||||
(Jeff Clarke)
|
Director | |||||
/s/ Philip
Emery
|
Executive Vice President and Chief Financial | April 16, 2010 | ||||
(Philip Emery)
|
Officer | |||||
/s/ Paul
C. Schorr
IV
|
Chairman of the Board and Director | April 16, 2010 | ||||
(Paul C. Schorr IV)
|
||||||
/s/ Martin
Brand
|
Director | April 16, 2010 | ||||
(Martin Brand)
|
||||||
/s/ William
J.G.
Griffith
|
Director | April 16, 2010 | ||||
(William J.G. Griffith)
|
||||||
/s/ M.
Gregory
OHara
|
Director | April 16, 2010 | ||||
(M. Gregory OHara)
|
15