Orbitz 2010 Annual Report Download - page 94

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Worldspan is fixed at 16 million segments, while the required number of segments for Galileo is
subject to adjustment based upon the actual segments processed by our domestic brands in the
preceding year. We are required to process approximately 18 million segments through Galileo during
the year ending December 31, 2010. Our failure to process at least 95% of these segments through
the Travelport GDSs would result in a shortfall payment of $1.25 per segment below the required
minimum. Historically, we have met the minimum segment requirement for our domestic brands. The
table above includes shortfall payments required by the agreement if we do not process any segments
through Worldspan during the remainder of the contract term and shortfall payments required if we
do not process any segments through Galileo during the year ending December 31, 2010. Because the
required number of segments for Galileo adjusts based on the actual segments processed in the
preceding year, we are unable to predict shortfall payments that may be required beyond 2010.
However, we do not expect to make any shortfall payments for our domestic brands in the foreseeable
future.
The Travelport GDS Service Agreement also requires that ebookers use the Travelport GDSs
exclusively in certain countries for segments processed through GDSs in Europe. Our failure to
process at least 95% of these segments through the Travelport GDSs would result in a shortfall
payment of $1.25 per segment for each segment processed through an alternative GDS provider. We
failed to meet this minimum segment requirement during each of the years ended December 31, 2009
and December 31, 2008, and as a result, we were required to make nominal shortfall payments to
Travelport related to each of these years. Because the required number of segments to be processed
through the Travelport GDSs is dependent on the actual segments processed by ebookers in certain
countries in a given year, we are unable to predict shortfall payments that may be required for the
years beyond 2009. As a result, the table above excludes any shortfall payments that may be required
related to our ebookers brands for the years beyond 2009. If we meet the minimum number of
segments, we are not required to make shortfall payments to Travelport (see Note 18 — Related Party
Transactions).
In addition to the commitments and contingencies shown above, we are required to make principal
payments on the Term Loan and repay amounts outstanding on the Revolver at maturity (see Note 7 — Term
Loan and Revolving Credit Facility). We also expect to make approximately $214 million of payments in
connection with the tax sharing agreement with the Founding Airlines (see Note 9 — Tax Sharing Liability).
Also excluded from the above table are $5 million of liabilities for uncertain tax positions for which the period
of settlement is not currently determinable.
Company Litigation
We are involved in various claims, legal proceedings and governmental inquiries related to contract
disputes, business practices, intellectual property and other commercial, employment and tax matters.
We are party to various cases brought by consumers and municipalities and other U.S. governmental
entities involving hotel occupancy taxes and our merchant hotel business model. Some of the cases are
purported class actions, and most of the cases were brought simultaneously against other online travel
companies, including Expedia, Travelocity and Priceline. The cases allege, among other things, that we
violated the jurisdictions’ hotel occupancy tax ordinance. While not identical in their allegations, the cases
generally assert similar claims, including violations of local or state occupancy tax ordinances, violations of
consumer protection ordinances, conversion, unjust enrichment, imposition of a constructive trust, demand for
a legal or equitable accounting, injunctive relief, declaratory judgment, and in some cases, civil conspiracy.
The plaintiffs seek relief in a variety of forms, including: declaratory judgment, full accounting of monies
owed, imposition of a constructive trust, compensatory and punitive damages, disgorgement, restitution,
interest, penalties and costs, attorneys’
94
ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)