The GDS industry is a core component of the worldwide travel industry and is organized around two major sets of customers: travel suppliers and travel agencies. GDSs provide travel agencies with a single, expansive source of travel information, allowing travel agencies to search and process tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Although travel agencies initiate and complete the transactions, it is the travel supplier that generally pays the transaction fee to the GDS. In addition, in order to gain and maintain relationships with travel agencies, GDSs typically provide volume-based inducements and other economic incentives to travel agencies. Travel agencies may also pay fees for the use of hardware and software provided by the GDS, which may be discounted or waived if the travel agency generates a specified number of transactions through the GDS over a specified period of time. Nearly every time a consumer books a travel reservation through a travel supplier and travel agency that participates in a GDS, a GDS generates revenue.

In recent years, the travel industry has been marked by the emergence and growth of the Internet as a travel distribution channel. The growth in use of the Internet has led to the establishment of online travel agencies that provide a link between the consumer and the travel supplier, typically through a GDS. In 2003, airline transactions generated through online travel agencies accounted for approximately 28% of all airline transactions in the United States processed by a GDS, up from approximately 23% in 2002 and approximately 17% in 2001. Between 1999 and 2003, the number of airline transactions in the United States generated through online travel agencies and processed by a GDS increased at a compound annual growth rate of 40.5% and an annual growth rate of 14.1% for the most recent year.

The Company processes transactions through its operation of the second largest GDS in the United States based upon transactions and revenues and the Company is the largest processor globally for online travel agencies. In its electronic travel distribution segment, the Company services both travel suppliers and travel agencies. The Company provides approximately 16,000 traditional travel agency locations in over 70 countries and approximately 50 online travel agencies, including four of the largest online travel agencies, with access to the inventory, reservations and ticketing of approximately 800 travel suppliers, including 465 airlines, 225 hotel chains and 35 car rental companies throughout the world.

The Company’s travel agencies consist of online travel agencies, traditional travel agencies, and corporate travel departments.

The Company has contracts with approximately 50 online travel agencies. The Company acts as the processing engine for its online travel agencies by providing information to and processing services for these online travel agencies' systems. The Company’s services enable these online travel agencies to provide consumers with travel information and the ability to make travel reservations.

The Company provides traditional travel agencies with access to its GDS and customized hardware and software, often utilizing Web-based technologies, in return for fees that typically vary inversely with productivity, as measured by the number of transactions the Company processes for the traditional travel agency.

The Company provides GDS-interconnected products and services to corporations through its Trip Manager product offering. Trip Manager allows corporate travel managers or employees to be active in travel planning, pre-travel decision-making and back-end travel expense reporting. The Company’s various products provide corporations with tools to manage travel costs, to ensure employee compliance with corporate travel policies and to provide expense reporting, information regarding vendor relationships, ease of access for booking and quick and flexible distribution of tickets.

Developed technology amortization was $18.4 million or 2.1% of total revenues for 2003, a $3.2 million or 21.1% increase from 2002 developed technology amortization of $15.2 million or 1.7% of total revenues.

Selling, general and administrative expenses were $148.6 million or 16.6% of total revenues for 2003, a $33.2 million or 18.3% decrease from 2002 selling, general and administrative expenses of $181.8 million or 19.9% of total revenues.

Operating income was $57.7 million for 2003, a $54.3 million or 48.5% decrease from 2002 operating income of $112.0 million.

Net interest expense was $27.5 million in 2003, a $24.1 million increase from 2002 net interest expense of $3.4 million.