American Airlines Inc v. Travelport Limited et al

Filing 490

Appendix in Support filed by Sabre Holdings Corporation, Sabre Inc, Sabre Inc, Sabre Travel International Ltd, Sabre Travel International Ltd re #489 MOTION Unopposed Motion to Permanently Seal and Brief in Support (Fredricks, Scott)

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
AMERICAN AIRLINES, INC.
Plaintiff,

CIVIL ACTION NO. 4:11-CV-244-Y

VS.
TRAVELPORT LIMITED, et al.
Defendants.

APPENDIX IN SUPPORT OF SABRE DEFENDANTS’ UNOPPOSED MOTION
TO PERMANENTLY SEAL TOGETHER WITH BRIEF IN SUPPORT
Exhibit

Description

Sabre Appx.

A

Camille Penniman Declaration in
Support of Motion to Permanently Seal

001-017

Dated: October 14, 2013

Respectfully submitted,
/s/ Scott A. Fredricks
Ralph H. Duggins
Texas Bar No. 06183700
Scott A. Fredricks
Texas Bar No. 24012657
Philip A. Vickers
Texas Bar No. 24051699
CANTEY HANGER LLP
Cantey Hanger Plaza
600 West 6th Street, Suite 300
Fort Worth, TX 76102-3685
Phone: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
1

Chris Lind
Illinois Bar No. 6225464
Andrew K. Polovin
Illinois Bar No. 6275707
Andrew MacNally
Illinois Bar No. 6293271
BARTLIT BECK HERMAN PALENCHAR &
SCOTT LLP
Courthouse Place
54 West Hubbard
Chicago, IL 60654
Phone: [phone]
Fax: [phone]
[e-mail]
[e-mail]

Donald E. Scott
Colorado Bar No. 2129
Illinois Bar No. 2531321
Karma M. Giulianelli
Colorado Bar No. 30919
California Bar No. 184175
Sean C. Grimsley
Colorado Bar No. 36422
California Bar No. 216741
Sundeep K. (Rob) Addy
Colorado Bar No. 38754
BARTLIT BECK HERMAN PALENCHAR &
SCOTT LLP
1899 Wynkoop Street, 8th Floor
Denver, Colorado 80202
Phone: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
[e-mail]
George S. Cary
D.C. Bar No. 285411
Steven J. Kaiser
D.C. Bar No. 454251
Larry C. Work-Dembowski
D.C. Bar No. 486331
2

Kenneth Reinker
D.C. Bar. No. 999958
CLEARY GOTTLIEB STEEN & HAMILTON LLP
2000 Pennsylvania Avenue, N.W.
Washington, DC 20006
Phone: [phone]
Fax: [phone]
[e-mail]
[e-mail]
[e-mail]
[e-mail]
Attorneys for Sabre Inc., Sabre Holdings
Corporation, and Sabre Travel Int’l Ltd.
d/b/a Sabre Travel Network

CERTIFICATE OF SERVICE
I hereby certify that all counsel of record who are deemed to have consented to electronic
service are being served with a copy of the foregoing document via the Court’s CM/ECF system
pursuant to the Court’s Local Rule 5.1(d) on October 14, 2013.
/s/ Scott A. Fredricks
Scott A. Fredricks

3

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION

A

AMERICAN AIRLINES, INC.
Plaintiff,

CIVIL ACTION NO. 4:11-CV-244-Y

VS.
TRAVELPORT LIMITED, et al.
Defendants.

DECLARATION OF CAMILLE PENNIMAN IN SUPPORT OF THE
SABRE DEFENDANTS’ UNOPPOSED MOTION TO SEAL
I, Camille Penniman, declare as follows:
1.

I currently serve as Associate General Counsel for Sabre Inc. I have worked at

Sabre since 2006 and have held my current position since 2008.

In my position, I am

knowledgeable about the confidential and proprietary Sabre information described below and
contained in the documents, transcripts and exhibits described herein. Through my professional
activities and based on my experience I am able to evaluate the competitive sensitivity of such
information. I am authorized on behalf of Sabre Inc. to testify about the matters set forth herein.
2.

I make this declaration in support of Sabre’s motion to seal. I have personal

knowledge of the facts set forth herein, and if called upon to do so, I could and would
competently testify thereto. Furthermore, I have personally reviewed those portions of the
documents described herein that contain Sabre confidential and proprietary information.
Immediate and irreparable injury would result to Sabre if the confidential and proprietary
information contained in the documents identified herein were publicly disclosed.

1

APPX. 001

3.

Many of the documents identified herein also contain Sabre’s customer’s

confidential information, the public public disclosure of this information would cause injury to
Sab of which could jeopardize those other companies’ competitive positions, strategies and
plans. The confidential customer information is not generally known beyond those parties, is
valuable to those parties, and would be difficult for third-parties to legitimately acquire or
duplicate. In most cases, Sabre and its customers have entered formal confidentiality agreements
to prevent or limit public disclosure of this information.
4.

The sealed filings listed below contain highly confidential, proprietary and trade

secret information concerning the terms and conditions of commercial relationships between
Sabre and third parties, the disclosure of which would benefit a competitor. These contracts
contain confidential provisions, including pricing terms, separately negotiated between Sabre and
its customers. These customers include travel agencies and airlines. Significantly, no two major
airlines have the same terms and conditions in their contracts with Sabre. The terms of these
contracts are highly confidential as they relate to how Sabre operates its business. This
information is not generally known outside Sabre, and access to this information is controlled
even within Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies, highly confidential
negotiating positions, and Sabre’s relationship with its customers and thus threaten Sabre’s
competitive position both with its customers and its competitors. Disclosure of this information
would also allow competitors of Sabre’s customers to get a window into the strategies of those
customers. I personally reviewed and confirmed the Sabre highly confidential and proprietary
information contained in the following materials:
a.

The Appendix in Support of Sabre Motion to Dismiss (Doc. 99) (filed July 13,
2011) contains the confidential Distribution Content and Modified Payments
APPX. 002
2

Amendment between American and Sabre. This is the contract between Sabre
and American Airlines that was the subject of this proceeding. The terms of these
major airline contracts are separately negotiated and no two major airlines have
the same terms and conditions in their contracts with Sabre. This contract is
highly confidential, its material terms are not generally known outside Sabre, and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential business strategies, Sabre’s highly confidential
negotiating positions, and Sabre’s relationship with American Airlines and thus
threaten Sabre’s competitive position with American Airlines, other airlines, and
its competitors. Disclosure of this information would also allow competitors of
American Airlines to get a window into the strategies of this Sabre customer.
b.

The Appendix in Support of Travelport’s Response in Opposition to Plaintiff
American Airlines, Inc.’s Motion for Reconsideration (Doc. 183) (filed January 9,
2012) contains a PowerPoint presentation that discloses confidential financial and
other material terms of the stand down agreement negotiated between American
Airlines and Sabre in January 2011. These confidential terms were negotiated
between Sabre and American during the state court litigation associated with this
lawsuit, the terms are highly confidential, not generally known outside Sabre, and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential business strategies, Sabre’s highly confidential
negotiating positions, and Sabre’s relationship with American Airlines and thus
threaten Sabre’s competitive position with American Airlines, other airlines, and
its competitors. Disclosure of this information would also allow competitors of
American Airlines to get a window into the strategies of this Sabre customer.

c.

The Appendix in Support of American Airlines Inc.’s Reply to Travelport’s
Response in Opposition to American’s Motion for Reconsideration of the Court’s
November 21, 2011 Order (Doc. 203) (filed January 23, 2012) discloses details of
Sabre’s confidential contracts with a number of major travel agencies. Like the
terms of its major airline contracts, the terms of Sabre’s travel agency contracts
are separately negotiated. These contracts are highly confidential, their material
terms are not generally known outside Sabre, and access to this information is
controlled even within Sabre. Disclosure of this information could be used by
Sabre’s competitors and travel agency customers to understand Sabre’s
proprietary confidential business strategies, Sabre’s highly confidential
negotiating positions, and Sabre’s relationship with its major travel agency
customers and thus threaten Sabre’s competitive position. Disclosure of this
information would also allow competitors of Sabre’s travel agency customers to
get a window into the strategies of those Sabre customers.

d.

The Appendix in Support of Orbitz’ Motion for Order Permitting it to Share
Certain Documents (Doc. 225) (filed February 9, 2012) describes confidential
financial and other material terms of the stand down agreement negotiated
between American Airlines and Sabre in January 2011. These confidential terms
APPX. 003
3

were negotiated between Sabre and American during the state court litigation
associated with this lawsuit, the terms are highly confidential, not generally
known outside Sabre, and access to this information is controlled even within
Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
Sabre’s highly confidential negotiating positions, and Sabre’s relationship with
American Airlines and thus threaten Sabre’s competitive position with American
Airlines, other airlines, and its competitors. Disclosure of this information would
also allow competitors of American Airlines to get a window into the strategies of
this Sabre customer.
e.

The Appendix in Support of American Airlines’ Motion to Compel Deposition of
Sabre Witnesses and Motion for Expedited Treatment (Doc. 378) (filed July 25,
2012) contains an email and PowerPoint slide decks that reveal highly
confidential and proprietary strategic planning performed by Sabre related to its
airline and travel agency relationships, contracts, and negotiation strategy. This
information is not generally known outside Sabre, and access to this information
is controlled even within Sabre. Furthermore, this confidential and proprietary
information was developed and prepared at substantial expense to Sabre, is
extremely valuable to Sabre, and could not be easily or inexpensively acquired or
duplicated by Sabre’s competitors. Disclosure of this information could be used
by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies, highly confidential negotiating strategies, and
Sabre’s relationship with its customers and thus threaten Sabre’s competitive
position both with its customers and its competitors.

f.

The Appendix of Exhibits in Support of Sabre Defendants’ Response to
American’s Motion to Compel the Second Deposition of Sabre Witnesses &
Motion for Protection (Doc. 384) (filed August 15, 2012) contains an excerpt
from the expert report of M. Ray Perryman, PhD that includes a damages analysis
based, in part, upon highly confidential Sabre financial data regarding booking
fees contained in the contract between American Airlines and Sabre. As stated
above, the terms of these major airline contracts are separately negotiated and no
two major airlines have the same terms and conditions in their contracts with
Sabre. The American-Sabre contract is highly confidential, its material terms are
not generally known outside Sabre, and access to this information is controlled
even within Sabre. Disclosure of this information could be used by Sabre’s
competitors and customers to understand Sabre’s proprietary confidential business
strategies, Sabre’s highly confidential negotiating positions, and Sabre’s
relationship with American Airlines and thus threaten Sabre’s competitive
position with American Airlines, other airlines, and its competitors. Disclosure of
this information would also allow competitors of American Airlines to get a
window into the strategies of this Sabre customer.

g.

Attached to American Airlines, Inc.’s Combined Emergency Motion to Lift the
Stay for the Limited Purpose of Determining Whether American Can Use O’Hara
Deposition Testimony in the Tarrant County Case and Motion for Expedited
APPX. 004
4

Treatment and Memorandum in Support Thereof (Doc. 414) (filed October 15,
2012) is the transcript of the state court deposition of Sam Gilliland, Sabre’s
C.E.O. This transcript contains, among other things, testimony concerning the
highly confidential financial terms of the contract between American Airlines and
Sabre. As stated above, the terms of these major airline contracts are separately
negotiated and no two major airlines have the same terms and conditions in their
contracts with Sabre. The American-Sabre contract is highly confidential, its
material terms are not generally known outside Sabre, and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies, Sabre’s highly confidential negotiating positions,
and Sabre’s relationship with American Airlines and thus threaten Sabre’s
competitive position with American Airlines, other airlines, and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies of this Sabre customer.
h.

The Appendix in Support of Plaintiff American Airlines, Inc.’s Motion to
Authorize Deposit Into Court Registry and for Expedited Trial (Doc. 456) (filed
February 25, 2013) contains a copy of the July 25, 2012 expert report of M. Ray
Perryman, PhD – American Airlines’ damages expert. This expert report includes
a damages analysis that discloses highly confidential Sabre financial data
regarding booking fees contained in the contract between American Airlines and
Sabre. As stated above, the terms of these major airline contracts are separately
negotiated and no two major airlines have the same terms and conditions in their
contracts with Sabre. The American-Sabre contract is highly confidential, its
material terms are not generally known outside Sabre, and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies, Sabre’s highly confidential negotiating positions,
and Sabre’s relationship with American Airlines and thus threaten Sabre’s
competitive position with American Airlines, other airlines, and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies of this Sabre customer.

5.

The sealed filings in this proceeding also contain documents that disclose details

of the confidential negotiations Sabre has engaged in. The details of these negotiations are
highly confidential and not disclosed outside the company. In many cases, these negotiations
reveal the material terms that are contained in consummated confidential contracts.

This

information is not generally known outside Sabre, and access to this information is controlled
even within Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies, highly confidential
APPX. 005
5

negotiating positions, and Sabre’s relationship with its customers and thus threaten Sabre’s
competitive position both with its customers and its competitors. Disclosure of this information
would also allow competitors of Sabre’s customers to learn the confidential business strategies of
those customers. I personally reviewed and confirmed the Sabre highly confidential and
proprietary information contained in the following materials:
a.

Attached to American Airlines Inc.’s Motion for Leave to File Under Seal (Doc.
52) (filed June 1, 2011) is a copy of American’s First Amended Complaint that
contains details of the negotiations between Sabre and US Airways. The details of
these negotiations are highly confidential and not disclosed outside the company.
This information is not generally known outside Sabre and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential negotiation strategies, and Sabre’s relationship with its customers and
thus threaten Sabre’s competitive position.

b.

American Airlines’ First Amended Complaint (Doc. 70) (filed June 9, 2011)
contains details of contract negotiations between Sabre and US Airways. The
details of these negotiations are highly confidential and not disclosed outside the
company. This information is not generally known outside Sabre and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential negotiation strategies, and Sabre’s relationship with its customers and
thus threaten Sabre’s competitive position.

c.

Attached to the Appendix in Support of American Airlines Inc.’s Response to
Travelport’s September 9, 2011 Letter (Doc. 139) (filed September 16, 2011) is an
email string that discloses confidential details of the negotiations and negotiation
strategy between Sabre and the Ukrainian airline Aerosvit. The details of these
negotiations and strategy are highly confidential and not disclosed outside the
company. This information is not generally known outside Sabre and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential negotiation strategies, and Sabre’s relationship with its customers and
thus threaten Sabre’s competitive position.
The Appendix (Doc. 139) also contains a draft media strategy memo that describes
aspects of the negotiation and media strategy related to negotiations between
American Airlines and Sabre. This information is highly confidential and not
disclosed outside the company. The information is not generally known outside
Sabre and access to this information is controlled even within Sabre. Disclosure of
this information could be used by Sabre’s competitors and customers to understand
APPX. 006
6

Sabre’s proprietary confidential negotiation strategies, and Sabre’s relationship
with its customers and thus threaten Sabre’s competitive position.
d.

American Airlines Inc.’s Motion for Leave to File Second Amended Complaint and
Brief in Support (Doc. 148) (filed October 20, 2011) contains a copy of American
Airlines’ Second Amended Complaint. Like the First Amended Complaint, the
Second Amended Complaint contains details of the negotiations between Sabre and
US Airways. The details of these negotiations are highly confidential and not
disclosed outside the company. This information is not generally known outside
Sabre and access to this information is controlled even within Sabre. Disclosure of
this information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential negotiation strategies, and Sabre’s relationship
with its customers and thus threaten Sabre’s competitive position.

e.

American Airlines’ Second Amended Complaint (Doc. 159) (filed December 5,
2011) contains details of the negotiations between Sabre and US Airways. The
details of these negotiations are highly confidential and not disclosed outside the
company. This information is not generally known outside Sabre and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential negotiation strategies, and Sabre’s relationship with its customers and
thus threaten Sabre’s competitive position.

f.

The Appendix of Exhibits to Travelport’s Memorandum in Support of Travelport’s
Rule 12(b)(6) Motion to Dismiss the Third Through Sixth Claims for Relief in
Plaintiff’s Second Amended Complaint (Doc. 171) (filed December 22, 2011)
contains an email string between executives of Sabre and US Airways that
discloses confidential technical and strategic initiatives the two companies were
exploring and negotiating. These negotiations were confidential and not disclosed
outside the company. This information is not generally known outside Sabre and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential negotiation strategies, and Sabre’s relationship
with its customers and thus threaten Sabre’s competitive position.
This Appendix (Doc. 171) also contains an email string between two of Sabre’stop
executives, Tom Klein and Sam Gilliland, that discloses details of Sabre’s
confidential strategy in contract negotiations with American Airlines as well as
strategic business combinations Sabre was exploring. This information is highly
confidential and not disclosed outside the company. The information is not
generally known outside Sabre and access to this information is controlled even
within Sabre. Disclosure of this information could be used by Sabre’s competitors
and customers to understand Sabre’s proprietary confidential negotiation strategies,
Sabre’s strategic initiatives, and Sabre’s relationship with its customers and thus
threaten Sabre’s competitive position.

APPX. 007
7

g.

The Appendix in Support of American Airlines Inc.’s Reply to Travelport’s
Response in Opposition to American’s Motion for Reconsideration of the Court’s
November 21, 2011 Order (Doc. 203) (filed January 23, 2012) attaches a copy of
American Airlines’ Second Amended Complaint. As described above, the Second
Amended Complaint contains details of the negotiations between Sabre and US
Airways. The details of these negotiations are highly confidential and not disclosed
outside the company. This information is not generally known outside Sabre and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential negotiation strategies, and Sabre’s relationship
with its customers and thus threaten Sabre’s competitive position.

h.

The Appendix in Support of American Airlines Inc.’s Motion to Compel
Travelport’s Production of Documents in Response to American Airlines Inc.’s
Third, Fourth, and Fifth Requests for Production of Documents, and Memorandum
in Support Thereof (Doc. 281) (filed April 2, 2012) contains a confidential internal
email string between Sabre’s then-President, Tom Klein, and its then-CEO, Sam
Gilliland, that discloses details of Sabre’s confidential strategy in contract
negotiations with American Airlines as well as strategic business combinations
Sabre was exploring. This information is highly confidential and not disclosed
outside the company. The information is not generally known outside Sabre and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential negotiation strategies, Sabre’s strategic initiatives,
and Sabre’s relationship with its customers and thus threaten Sabre’s competitive
position.

i.

Attached to American Airlines, Inc.’s Combined Emergency Motion to Lift the Stay
for the Limited Purpose of Determining Whether American Can Use O’Hara
Deposition Testimony in the Tarrant County Case and Motion for Expedited
Treatment and Memorandum in Support Thereof (Doc. 414) (filed October 15,
2012) is the transcript of the state court deposition of Sam Gilliland, Sabre’s C.E.O.
This transcript contains, among other things, testimony concerning Sabre’s highly
confidential negotiating strategies relating to American Airlines as well as highly
confidential discussions concerning business transactions Sabre was considering in
the GDS marketplace. This information is highly confidential and not disclosed
outside the company. The information is not generally known outside Sabre and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential strategic initiatives, negotiation strategies, and
Sabre’s relationship with its customers and thus threaten Sabre’s competitive
position.

6.

The sealed filings in this proceeding also disclose confidential financial

information and other proprietary, non-public data from January 1, 2009 to the present. The
APPX. 008
8

documents listed below reveal non-public strategic analysis and financial information relating to
Sabre – a privately-held company – as well as highly confidential financial information that
relates to Sabre’s customers. This information is highly sensitive, not generally known outside
Sabre, and access to this information is controlled even within Sabre.

Disclosure of this

information could be used by Sabre’s competitors and customers to understand Sabre’s
proprietary confidential business strategies, financial standing and status, and thus threaten
Sabre’s competitive position both with its customers and its competitors. Disclosure of this
information would also allow competitors of Sabre’s customers to get a window into the
strategies and financial positions of those customers. I personally reviewed and confirmed the
Sabre highly confidential and proprietary information contained in the following materials:
a.

American Airlines Inc.’s Response in Opposition to Sabre’s Motion to Dismiss
Pursuant to Rule 12(b)(6) (Doc. 124) (filed August 3, 2011) discloses the amount
of annual payments made by American Airlines to Sabre. This financial
information is highly sensitive, not generally known outside Sabre, and access to
this information is controlled even within Sabre. Disclosure of this information
could be used by Sabre’s competitors and customers to understand Sabre’s
proprietary confidential business strategies, financial standing and status, and thus
threaten Sabre’s competitive position both with its customers and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies and financial position of that airline customer.

b.

American Airlines Inc.’s Response to Travelport’s September 9, 2011 Letter (Doc.
138) (filed September 16, 2011) contains a financial analysis of aspects of the
confidential contractual relationship between Sabre and American Airlines. This
financial information is highly sensitive, not generally known outside Sabre, and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential business strategies, financial standing and status,
and thus threaten Sabre’s competitive position both with its customers and its
competitors. Disclosure of this information would also allow competitors of
American Airlines to get a window into the strategies and financial position of
that airline customer.

c.

Attached to the Appendix in Support of American Airlines Inc.’s Response to
Travelport’s September 9, 2011 Letter (Doc. 139) (filed September 16, 2011) is
an email string that contains a confidential financial analysis of the business
APPX. 009
9

relationship between American Airlines and Sabre. This financial information is
highly sensitive, not generally known outside Sabre, and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies, financial standing and status, and thus threaten
Sabre’s competitive position both with its customers and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies and financial position of that airline customer.
The Appendix (Doc. 139) also contains an email string that describes a
confidential analysis of American Airlines booking trends and the financial
impact of marketplace activity. This information is highly sensitive, not generally
known outside Sabre, and access to this information is controlled even within
Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors. Disclosure of this information would also
allow competitors of American Airlines to get a window into the strategies and
financial position of that airline customer.
d.

American Airlines Inc.’s Response to Travelport’s September 23 Filing and
Sabre’s September 26 Filing (Doc. 143) (filed September 30, 2011) contains
details of a confidential strategic analysis concerning the financial impact of
certain business strategies being considered by Sabre in its relationship with
American Airlines. This information is highly sensitive, not generally known
outside Sabre, and access to this information is controlled even within Sabre.
Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors. Disclosure of this information would also
allow competitors of American Airlines to get a window into the financial
position of that airline customer.

e.

American Airlines Inc.’s Motion for Leave to File Second Amended Complaint
and Brief in Support (Doc. 148) (filed October 20, 2011) contains a copy of
American Airlines’ Second Amended Complaint. The Second Amended
Complaint discloses financial results and expected earnings from booking fees
Sabre was considering. This financial information is highly sensitive, not
generally known outside Sabre, and access to this information is controlled even
within Sabre. Disclosure of this information could be used by Sabre’s
competitors and customers to understand Sabre’s proprietary confidential business
strategies, financial standing and status, and thus threaten Sabre’s competitive
position both with its customers and its competitors.

f.

American Airlines’ Second Amended Complaint (Doc. 159) (filed December 5,
2011) discloses financial results and expected earnings from booking fees Sabre
was considering. This financial information is highly sensitive, not generally
APPX. 0010
10

known outside Sabre, and access to this information is controlled even within
Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies and
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors.
g.

The Appendix of Exhibits to Travelport’s Opposition to Plaintiff American
Airlines, Inc.’s Motion for Protective Order with Respect to Travelport’s Request
for Admissions and Interrogatories (Doc. 175) (filed December 28, 2011)
includes a PowerPoint presentation that discloses data related to Sabre customers
booking flights on American Airlines. This data is highly sensitive, not generally
known outside Sabre, and access to this information is controlled even within
Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors.
The Appendix (Doc. 175) also contains a PowerPoint presentation that discloses
confidential financial data concerning earnings Sabre makes from American
Airline bookings. This financial information is highly sensitive, not generally
known outside Sabre, and access to this information is controlled even within
Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors. Disclosure of this information would also
allow competitors of American Airlines to get a window into the strategies and
financial position of that airline customer.

h.

The Appendix in Support of Travelport’s Response in Opposition to Plaintiff
American Airlines, Inc.’s Motion for Reconsideration (Doc. 183) (filed January 9,
2012) includes a PowerPoint presentation that discloses data related to Sabre
customers booking flights on American Airlines. This data is highly sensitive, not
generally known outside Sabre, and access to this information is controlled even
within Sabre. Disclosure of this information could be used by Sabre’s
competitors and customers to understand Sabre’s proprietary confidential business
strategies, financial standing and status, and thus threaten Sabre’s competitive
position both with its customers and its competitors.
The Appendix (Doc. 183) also contains a PowerPoint presentation that discloses
confidential financial data concerning earnings Sabre makes from American
Airline bookings. This financial information is highly sensitive, not generally
known outside Sabre, and access to this information is controlled even within
Sabre. Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors. Disclosure of this information would also
APPX. 0011
11

allow competitors of American Airlines to get a window into the strategies and
financial position of that airline customer.
i.

The Appendix of Exhibits to Travelport’s Response in Opposition to Plaintiff
American Airlines, Inc.’s Motion to Extend Scheduling Order Deadlines (Doc.
185) (filed January 10, 2012) contains a PowerPoint presentation that details
confidential financial details of the American Airlines/Sabre business
relationship. This financial information is highly sensitive, not generally known
outside Sabre, and access to this information is controlled even within Sabre.
Disclosure of this information could be used by Sabre’s competitors and
customers to understand Sabre’s proprietary confidential business strategies,
financial standing and status, and thus threaten Sabre’s competitive position both
with its customers and its competitors. Disclosure of this information would also
allow competitors of American Airlines to get a window into the strategies and
financial position of that airline customer.
The Appendix (Doc. 185) also includes a PowerPoint presentation that discloses
data related to Sabre customers booking flights on American Airlines. This data
is highly sensitive, not generally known outside Sabre, and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies, financial standing and status, and thus threaten
Sabre’s competitive position both with its customers and its competitors.

j.

The Appendix in Support of Sabre’s Response to American Airlines’ Motion to
Extend Scheduling Order Deadlines (Doc. 190) (filed January 12, 2012) contains
an email string that discloses confidential booking data of a Sabre travel agent
customer. This data is highly sensitive, not generally known outside Sabre, and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential business strategies, financial standing and status,
and thus threaten Sabre’s competitive position both with its customers and its
competitors. Disclosure of this information would also allow competitors of this
travel agent customer to get a window into the strategies and financial position of
that airline customer.

k.

The Appendix in Support of American Airlines Inc.’s Reply to Travelport’s
Response in Opposition to American’s Motion for Reconsideration of the Court’s
November 21, 2011 Order (Doc. 203) (filed January 23, 2012) contains a copy of
American’s proposed Third Amended Complaint that discloses financial results
and expected earnings from American booking fees. This financial information is
highly sensitive, not generally known outside Sabre, and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies and financial standing and status, and thus
threaten Sabre’s competitive position both with its customers and its competitors.
APPX. 0012
12

l.

Travelport’s Response to Plaintiff’s Motion to File Supplemental Brief in Support
of its Motion to Extend Scheduling Order Deadlines (Doc. 223) (filed February 7,
2012) contains a PowerPoint presentation that discloses confidential financial data
concerning earnings Sabre makes from American Airline bookings. This financial
information is highly sensitive, not generally known outside Sabre, and access to
this information is controlled even within Sabre. Disclosure of this information
could be used by Sabre’s competitors and customers to understand Sabre’s
proprietary confidential business strategies, financial standing and status, and thus
threaten Sabre’s competitive position both with its customers and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies and financial position of that airline customer.

m.

The Appendix in Support of Defendant Orbitz Worldwide, LLC’s Motion for an
Order Permitting it to Share Certain Documents with In-House Counsel Pursuant
to the Protective Order (Doc. 225) (filed February 9, 2012) contains a PowerPoint
presentation that discloses confidential financial data concerning earnings Sabre
makes from American Airline bookings. This financial information is highly
sensitive, not generally known outside Sabre, and access to this information is
controlled even within Sabre. Disclosure of this information could be used by
Sabre’s competitors and customers to understand Sabre’s proprietary confidential
business strategies, financial standing and status, and thus threaten Sabre’s
competitive position both with its customers and its competitors. Disclosure of
this information would also allow competitors of American Airlines to get a
window into the strategies and financial position of that airline customer.

n.

The Appendix to Motion by the Travelport Defendants to Compel Discovery and
for Sanctions (Doc. 231) (filed February 14, 2012) includes a PowerPoint
presentation that discloses data related to Sabre customers booking flights on
American Airlines. This data is highly sensitive, not generally known outside
Sabre, and access to this information is controlled even within Sabre. Disclosure
of this information could be used by Sabre’s competitors and customers to
understand Sabre’s proprietary confidential business strategies, financial standing
and status, and thus threaten Sabre’s competitive position both with its customers
and its competitors.

o.

The Appendix to Motion by Defendants Travelport and Orbitz (A) for Leave to
Take Up to Twenty-Five Fact Depositions and (B) for Expedited Treatment (Doc.
327) (filed May 16, 2013) contains a PowerPoint slide deck that discloses details
of Sabre’s capital structure and revenue from American Airlines bookings. This
financial information is highly sensitive, not generally known outside Sabre, and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential business strategies and financial standing and
status, and thus threaten Sabre’s competitive position both with its customers and
its competitors.

APPX. 0013
13

This Appendix (Doc. 327) contains another PowerPoint slide deck that discloses
Sabre and Travelocity financial information including amount of revenue
generated from various business segments and detail related to the number and
dollar value of American bookings. This financial information is highly sensitive,
not generally known outside Sabre, and access to this information is controlled
even within Sabre. Disclosure of this information could be used by Sabre’s
competitors and customers to understand Sabre’s proprietary confidential business
strategies and financial standing and status, and thus threaten Sabre’s competitive
position both with its customers and its competitors.
p.

The Appendix in Support of American Airlines’ Motion to Compel Deposition of
Sabre Witnesses and Motion for Expedited Treatment (Doc. 378) (filed July 25,
2012) contains an email and PowerPoint slide decks that reveal highly
confidential and proprietary strategic planning and financial analyses performed
by Sabre related to its airline and travel agency relationships, contracts, and
negotiation strategy. This information is not generally known outside Sabre, and
access to this information is controlled even within Sabre. Furthermore, this
confidential and proprietary information was developed and prepared at
substantial expense to Sabre, is extremely valuable to Sabre, and could not be
easily or inexpensively acquired or duplicated by Sabre’s competitors. Disclosure
of this information could be used by Sabre’s competitors and customers to
understand Sabre’s proprietary confidential business strategies, highly
confidential negotiating strategies, and Sabre’s relationship with its customers and
thus threaten Sabre’s competitive position both with its customers and its
competitors.

q.

The Appendix of Exhibits in Support of Sabre Defendants’ Response to
American’s Motion to Compel the Second Deposition of Sabre Witnesses &
Motion for Protection (Doc. 384) (filed August 15, 2012) contains an excerpt
from the expert report of M. Ray Perryman, PhD that includes a damages analysis
that discloses highly confidential Sabre financial data regarding booking fees
contained in the contract between American Airlines and Sabre. This financial
information is highly sensitive, not generally known outside Sabre, and access to
this information is controlled even within Sabre. Disclosure of this information
could be used by Sabre’s competitors and customers to understand Sabre’s
proprietary confidential business strategies, financial standing and status, and thus
threaten Sabre’s competitive position both with its customers and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies and financial position of that airline customer.

r.

Attached to American Airlines, Inc.’s Combined Emergency Motion to Lift the
Stay for the Limited Purpose of Determining Whether American Can Use O’Hara
Deposition Testimony in the Tarrant County Case and Motion for Expedited
Treatment and Memorandum in Support Thereof (Doc. 414) (filed October 15,
2012) are the transcripts of the state court depositions of Sam Gilliland (Sabre’s
then-CEO) and Tom Klein (Sabre’s then-President). Mr. Gilliland’s transcript
contains, among other things, testimony concerning highly confidential financial
APPX. 0014
14

details of the commercial relationship between American Airlines and Sabre,
including confidential financial information about the impact on Sabre if
American Airlines pulled content from the Sabre GDS. This financial information
is highly sensitive, not generally known outside Sabre, and access to this
information is controlled even within Sabre. Disclosure of this information could
be used by Sabre’s competitors and customers to understand Sabre’s proprietary
confidential business strategies, financial standing and status, and thus threaten
Sabre’s competitive position both with its customers and its competitors.
Disclosure of this information would also allow competitors of American Airlines
to get a window into the strategies and financial position of that airline customer.
The deposition transcripts of Mr. Gilliland and Mr. Klein attached to the Appendix
(Doc. 414) also disclose highly confidential information about strategic business
combinations considered by Sabre as well as strategic plans concerning an initial
public offering considered by Sabre. These confidential strategic business
analyses and plans are highly sensitive, not generally known outside Sabre, and
access to this information is controlled even within Sabre. Disclosure of this
information could be used by Sabre’s competitors and customers to understand
Sabre’s proprietary confidential business strategies and thus threaten Sabre’s
competitive position both with its customers and its competitors.
s.

The Appendix in Support of Plaintiff American Airlines, Inc.’s Motion to
Authorize Deposit Into Court Registry and for Expedited Trial (Doc. 456) (filed
February 25, 2013) contains a copy of the July 25, 2012 expert report of M. Ray
Perryman, PhD – American Airlines’ damages expert. This expert report includes
a damages analysis that discloses highly confidential Sabre financial data
including disclosure of revenues by business line, operating income and EBITDA
from 2007 through 2011. Sabre is a privately-held company thus its financial
information is highly confidential and access to this information is controlled
even within Sabre. Disclosure of this information could be used by Sabre’s
competitors and customers to understand Sabre’s proprietary confidential business
strategies, financial standing and status, and thus threaten Sabre’s competitive
position both with its customers and its competitors.

7.

The sealed filings in this proceeding also contain documents that disclose highly

confidential and proprietary information regarding new products or product enhancements Sabre
is developing but has not yet disclosed, including non-public Sabre technology or planned
technology. I personally reviewed and confirmed that the Appendix in Support of American
Airlines’ Motion to Compel Deposition of Sabre Witnesses and Motion for Expedited Treatment
(Doc. 378) (filed July 25, 2012) contains an email and PowerPoint slide decks that reveal highly
confidential and proprietary information concerning new products, product enhancements, nonAPPX. 0015
15

public Sabre technology, and Sabre technology under development at Sabre. This information is
highly sensitive and not generally known outside Sabre, and access to this information is
controlled even within Sabre. Moreover, these new product enhancements and technologies are
developed and prepared at substantial expense to Sabre, are extremely valuable to Sabre, and
could not be easily or inexpensively acquired or duplicated by Sabre’s competitors. Disclosure
of this information could be used by Sabre’s competitors and customers to understand Sabre’s
proprietary confidential business strategies and thus threaten Sabre’s competitive position both
with its customers and its competitors.
8.

The public disclosure of the filings set forth above and the highly sensitive and

confidential strategic business information contained in them could be used by Sabre’s
competitors and customers to obtain an unfair competitive advantage that they could not
otherwise legitimately obtain without tremendous effort and expense. For example, Sabre
operates in an extremely competitive environment so Sabre’s GDS competitors could use
revelation of Sabre’s confidential information to alter their own business models or technology
planning.

Likewise, Sabre’s airline customers could use the confidential information

improperly in future negotiations with Sabre (as they have done in the past). The confidential
proprietary customer information revealed in the documents and transcripts could also be used
by those customers’ competitors to uncover confidential business strategies if they were
publicly disclosed in this judicial proceeding. For example, Sabre’s travel agency customers
also operate in a highly competitive market. Public disclosure of those agencies’ confidential
contractual relationships with Sabre as well as technology developments could threaten those
customers’ competitive positions.

APPX. 0016
16

9.

In sum, I have concluded that public disclosure of the documents listed above

would cause serious and substantial haml to the competitive standing of Sabre and certain of its
customers. As sho\\n above, permanently sealing the specified materials is the only way

10

ensure that the highly confidenlial. trade secret. and proprietary material that is contained in
them does not become available to Sabre·s competitors and customers and thus
competitive

advantag~s

undemlin~

the

Sabro: has gained through years of investments in technology, business

strategies, and customer relationships.
I declare under penalty of perjury that the foregoing is true and

corn~ct.

Executed this

~ay of October 2013.

amille Penniman

APPX. 0017
17