Orbitz 2008 Annual Report Download - page 23

Travelport and its affiliates may use these technologies as part of, or in support of, their own products or services, including in some cases to directly compete
with us.
The master license agreement permits Travelport to sublicense our intellectual property (other than our supplier link technology) to a party that is not an
affiliate of Travelport, except that Travelport may not sublicense our intellectual property to a third party for a use that competes with our business, unless
Travelport incorporates or uses our intellectual property with Travelport products or services to enhance or improve Travelport products or services (other than to
provide our intellectual property to third parties on a stand-alone basis). Travelport and its affiliates are permitted to use our intellectual property to provide their
own products and services to third parties that compete with us. With respect to our supplier link technology, Travelport has an unrestricted license. These
Travelport rights could facilitate Travelport's, its affiliates' and third parties' ability to compete with us, which could have a material adverse effect on our
business, financial condition and results of operation.
We are dependent on Travelport for our GDS services. If Travelport becomes unwilling or unable to provide these services to us, our business would be
materially and adversely affected.
To varying extents, suppliers use GDSs to connect their inventory of products and services with travel companies, who in turn make these products and
services available to travelers for booking. Certain of our businesses utilize Galileo and Worldspan, which are subsidiaries of Travelport, for GDS services. As a
result, Travelport GDSs provide a significant portion of our GDS services. Our contractual obligations to Travelport for GDS services may limit our ability to
pursue alternative GDS options or direct connections to travel suppliers during the term of the GDS agreement with Travelport, which will expire on
December 31, 2014. If Travelport became unwilling or was unable to provide these services to us, we may not be able to obtain alternative providers on a
commercially reasonable basis, in a timely manner or at all, and our business would be materially and adversely affected.
Our business could be negatively impacted by our inability to effectively launch our new global technology platform.
Our ability to achieve cost savings and economies of scale through migration of our various businesses to our new global technology platform is important
to our future success and growth. Any failure or delay in the migration of our various websites to the platform, or the realization of less than the anticipated cost
savings, could have a material adverse effect on our business and financial performance.
Our business and financial performance could be negatively impacted by adverse tax events.
New sales, use, occupancy or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Those enactments could adversely affect
our domestic and international business operations and our business and financial performance.
Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. These events could
require us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fines and/or penalties and interest for past amounts
deemed to be due. In addition, our revenue may decline because we have to charge more for our products and services.
Additionally, new, changed, modified or newly interpreted or applied tax laws could increase our compliance, operating and other costs, as well as the costs
of our products or services. Further, these events could decrease the capital we have available to operate our business. Any or all of these events could adversely
impact our business and financial performance.
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Source: Orbitz Worldwide, In, 10-K/A, August 28, 2008