Orbitz 2010 Annual Report Download - page 24

concessions from Travelport, which could negatively affect our access to travel offerings and adversely affect
our business and results of operations.
As long as Travelport’s controlling holders continue to indirectly own a significant amount of our
outstanding voting stock, even if that amount is less than 50%, they will continue to be able to strongly
influence or effectively control us. The interests of these holders may differ from our other shareholders’
interests in material respects.
Actual or potential conflicts of interest may develop between our management and directors as well as the
management and directors of Travelport.
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, both currently serve
on the board of directors of Travelport and 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.
Because of their former positions with Travelport or its subsidiaries, certain members of our senior
management team have equity interests in Travelport’s ultimate parent company, some of which may be
significant relative 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. 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.
We are dependent on Travelport for our GDS services.
To varying extents, suppliers use GDSs to connect their products and services with travel companies, who
in turn make these products and services available to travelers for booking. Under our GDS service agreement
with Travelport, we are required, subject to certain exceptions, to utilize Galileo and Worldspan, which are
subsidiaries of Travelport, for a significant portion of our GDS services, and our contractual obligations to
Travelport for GDS services may limit our ability to pursue alternative GDS options. As a result, 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.
Furthermore, our GDS service agreement with Travelport limits our ability to modify the terms of our
agreements with existing suppliers or to pursue direct connections with new or existing suppliers during the
term of the agreement, which expires on December 31, 2014. These contractual obligations may reduce our
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