Orbitz 2008 Annual Report Download - page 34

management's assessment of the effectiveness of our internal controls over financial reporting. If we are unable to conclude that we have effective internal
controls over financial reporting or, if our independent auditors are unable to provide us with an attestation and an unqualified report as to the effectiveness of our
internal controls over financial reporting, our investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the
value of our common stock.
Actual or potential conflicts of interest may develop between our management and directors as well as the management and directors of Travelport.
Because of their former positions with Travelport or its subsidiaries, several of our executive officers retained interests in Travelport's ultimate parent
company, some of which may be significant compared to their total assets. Continued ownership by our officers of these interests creates, or may create, the
appearance of conflicts of interest when these officers are faced with decisions that could have different implications for Travelport than the decisions have for
us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between Travelport and us regarding the terms of
commercial agreements between the parties or their affiliates. Potential conflicts of interest could also arise if we enter into any other commercial arrangements
with Travelport in the future.
Jeff Clarke serves as Chairman of our Board of Directors, while retaining his role as President, Chief Executive Officer and Director of Travelport. The fact
that Mr. Clarke holds positions with both Travelport and us could create, or appear to create, potential conflicts of interest for him when he faces decisions that
may affect both Travelport and us. In addition, Mr. Paul C. Schorr IV, who is a senior managing director at The Blackstone Group, and Mr. William J.G. Griffith,
who is a general partner of TCV, and who both currently serve on the board of directors of Travelport, serve on our board of directors. The fact that Mr. Schorr
and Mr. Griffith hold positions with their respective entities, Travelport and us, could create, or appear to create, potential conflicts of interest when they face
decisions that may affect two or more of these entities. In addition, Jill A. Greenthal, who is a senior advisor in the Private Equity Group of The Blackstone
Group, currently serves on our board of directors. Affiliates of The Blackstone Group exercise control over Travelport's ultimate parent company and therefore,
the fact that Ms. Greenthal holds a position with The Blackstone Group could create, or appear to create, a potential conflict of interest when she faces decisions
that affect both Travelport and us.
Further, our certificate of incorporation provides that no officer or director of Travelport who is also an officer or director of ours may be liable to us or our
stockholders for a breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to Travelport instead of us or does
not communicate information regarding a corporate opportunity to us because the officer or director has directed the corporate opportunity to Travelport. These
provisions may have the effect of exacerbating the risk of conflicts of interest between Travelport and us because the provisions effectively shield an overlapping
director/executive.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
As of December 31, 2007, our primary facilities comprise approximately 253,000 square feet of leased office space globally.
Our corporate headquarters are located in approximately 141,000 square feet of leased office space in Chicago, Illinois. We also lease approximately 17,000
square feet of additional office space for our
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Source: Orbitz Worldwide, In, 10-K/A, August 28, 2008