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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission File Number 001-33599
ORBITZ WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-5337455
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
500 W. Madison Street, Suite 1000
Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
(312) 894-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting
company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2014 was approximately $595.9 million based on the
closing price of the registrant’s common stock as reported on the New York Stock Exchange for such date.
As of March 1, 2015, 111,311,676 shares of Common Stock, par value $0.01 per share, of Orbitz Worldwide, Inc. were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference certain information from the definitive proxy statement for the registrant’s Annual
Meeting of Shareholders to be held on or about June 9, 2015 (the “2015 Proxy Statement”). The registrant intends to file the proxy statement with the
Securities and Exchange Commission within 120 days of December 31, 2014.

Table of contents

  • Page 1
    ... closing price of the registrant's common stock as reported on the New York Stock Exchange for such date. As of March 1, 2015, 111,311,676 shares of Common Stock, par value $0.01 per share, of Orbitz Worldwide, Inc. were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report...

  • Page 2
    ... and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services ...Business ...Executive Officers of the Registrant ...Risk Factors...Unresolved Staff Comments ...Properties ...Legal Proceedings...

  • Page 3
    ... company's websites; the company's ability to renegotiate supplier agreements on acceptable terms; change in airline distribution economics; the company's ability to maintain and protect its information technology and intellectual property; the outcome of pending litigation; system-related failures...

  • Page 4
    ... Orbitz Worldwide, Inc. is a global online travel company ("OTC") that uses innovative technology to enable leisure and business travelers to research, plan and book a broad range of travel products and services including hotels, flights, vacation packages, car rentals, cruises, travel insurance...

  • Page 5
    ....com) CheapTickets is an online travel company focused on value-conscious customers. CheapTickets offers customers the ability to search for and book a broad range of travel products and services, including hotels, flights, vacation packages, car rentals, cruises, travel insurance, destination...

  • Page 6
    ... service, cost-effective travel products and travel management solutions including 24/7 support, expense reporting and policy management tools. Orbitz for Business also offers a mobile web solution that allows business travelers to search for and book flights, hotels and car rentals directly from...

  • Page 7
    ... from suppliers for airline tickets, hotel rooms, car rentals and other travel products and services booked on our websites. We generally receive these commissions from suppliers after the customer uses the travel reservation. Depending upon the brand and the product, we may also earn revenue by...

  • Page 8
    ... from our GDS partners for air flight searches and then reassemble these segments for cost-effective and flexible multi-leg itineraries. The easy-to-use Orbitz Matrix Display allows customers to simultaneously view these various travel options so that they can select the price and supplier that best...

  • Page 9
    ... to use certain of our intellectual property going forward, including our supplier link technology; portions of ebookers' booking, search and vacation packaging technologies; certain of our products and online booking tools for corporate travel; portions of our private label vacation packaging...

  • Page 10
    ... of sending customers to the websites of suppliers and other competitors. Factors affecting our competitive success include price, availability of travel products, ability to package travel products across multiple suppliers, brand recognition, customer service and customer care, fees charged to...

  • Page 11
    ... our technology support, development, customer service and administrative functions to third parties. Additionally, we utilize independent contractors to supplement our workforce. Company Website and Public Filings We maintain a corporate website at corp.orbitz.com. The content of our website is not...

  • Page 12
    ...with global responsibility for the Company's accounting, financial planning and analysis, investor relations, tax, procurement, and treasury functions. Prior to joining the Company, Mike served as Vice President and then as Senior Vice President and Controller at Delta Air Lines from October 2009 to...

  • Page 13
    ... and uncertainties. If the proposed Merger with Expedia is not completed, our Board of Directors will review and consider various alternatives available to us, including, among others, continuing as a public company with no material changes to our business or capital structure or other alternative...

  • Page 14
    ...marketing, personnel and other resources than we have. Factors affecting our competitive success include price, availability of travel products, ability to package travel products across multiple suppliers, brand recognition, customer service and customer care, fees charged to customers, ease of use...

  • Page 15
    ...to add new suppliers and travel partners. Adverse changes in any of these relationships (whether upon expiration of an agreement or otherwise) or the inability to enter into new relationships could negatively impact the availability and competitiveness of the travel products we offer on our websites...

  • Page 16
    ... and software companies, including the electronic central reservation systems and GDSs. In particular, our businesses rely on third parties to conduct searches for airfares; process hotel room transactions; process credit card and other payments; and provide computer infrastructure critical to...

  • Page 17
    ... in stand-alone hotel merchant gross bookings due to a shift from the merchant model to the retail model; the imposition of holdbacks or reserves by credit card and other payment processors; changes to payment terms or other requirements imposed by vendors, suppliers, payment processors, consumer...

  • Page 18
    ... net revenue for the year ended December 31, 2014, from our international operations and had employees in over 25 countries. We are subject to certain risks as a result of having international operations and operations in multiple countries generally, including currency exchange rate fluctuations...

  • Page 19
    ... in the online travel industry are currently subject to various lawsuits related to hotel occupancy tax in numerous jurisdictions in the United States, and other jurisdictions may be considering similar lawsuits. An adverse ruling in the existing hotel occupancy tax cases could require us to pay tax...

  • Page 20
    ... to protect the privacy and security of personal information, including credit card information that is collected, processed and transmitted in or from the governing jurisdiction. If domestic or international legislation or regulations are expanded to require changes in our business practices...

  • Page 21
    ... of ebookers' booking, search and vacation package technologies; certain of our products and online booking tools for corporate travel; portions of our private label vacation package technology; and our extranet supplier connectivity functionality. Travelport and its affiliates may use these...

  • Page 22
    ... to Hotel Occupancy Taxes Orbitz Worldwide, Inc. and certain of its current and former subsidiaries and affiliates, including Orbitz, Inc., Orbitz, LLC, Trip Network, Inc. (d/b/a Cheaptickets.com), Travelport Inc. (f/k/a Cendant Travel Distribution Services Group, Inc.), and Internetwork Publishing...

  • Page 23
    ... (unnamed) cities, counties, governments or other taxing authorities with similar tax ordinances. *** Indicates cases in which class certification has been denied. †Indicates case relates to alleged non-payment of business license fees in connection with alleged furnishing of hotel rooms. 23

  • Page 24
    ... 2009. On October 7, 2013, both parties filed motions for summary judgment. On May 14, 2014, the Wisconsin Tax Appeals Commission granted Orbitz's motion for summary judgment and reversed the Department's assessments. On June 13, 2014, the Wisconsin Department of Revenue filed a Petition for Review...

  • Page 25
    ... parties' application to transfer the matter to the Hawaii Supreme Court. On July 18, 2014, the Hawaii Department of Taxation issued final assessments for merchant hotel and merchant car reservations for the 2013 tax year against Orbitz LLC, Trip Network Inc., and Internetwork Publishing Corporation...

  • Page 26
    ... Class Actions On-Line Travel Company Hotel Booking Antitrust Litigation: On August 20, 2012, a putative consumer class action was filed in the United States District Court for the Northern District of California against certain hotel chains and the major OTCs, including Orbitz. The complaint...

  • Page 27
    ... Services & Insurance Plan derivatively on behalf of nominal defendant Orbitz Worldwide Inc., filed suit in the Court of Chancery for the State of Delaware against certain current and former members of the Orbitz Board of Directors, Travelport Limited, Travelport LP, Travelport Global Distribution...

  • Page 28
    Delaware Actions relating to Expedia transaction: Since the announcement of the merger on February 12, 2015, six putative shareholder class action lawsuits have been filed against Orbitz and its directors, among other parties, in the Court of Chancery of the State of Delaware. The specific cases are...

  • Page 29
    ... Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock trades on the New York Stock Exchange under the symbol "OWW." The following table sets forth the high and low sales prices for our common stock for each of the periods presented: 2014 High Low High...

  • Page 30
    ...shows the total shareholder return through December 31, 2014 of an investment of $100 in cash on December 31, 2009 for our common stock and an investment of $100 in cash on December 31, 2009 for (i) the S&P SmallCap 600 Index and (ii) the Research Data Group ("RDG") Internet Composite Index. The RDG...

  • Page 31
    ... of 2011, we changed the classification of expenses for commissions paid to private label partners ("affiliate commissions") from cost of revenue to marketing expense in our Consolidated Statements of Operations. Affiliate commissions were reclassified from cost of revenue to marketing expense...

  • Page 32
    ... including hotels, flights, vacation packages, car rentals, cruises, rail tickets, travel insurance, destination services and event tickets. We provide our customers an easy-to-use booking experience across a wide variety of devices. Our global brand portfolio includes Orbitz.com and CheapTickets in...

  • Page 33
    ...tax assets and during the year ended December 31, 2012 we recorded a $321.2 million charge for the impairment of goodwill and intangible assets. Domestically, hotel, air, and car transaction volume grew in 2014 and revenue per transaction increased for air, car and vacation packages. Internationally...

  • Page 34
    ... to our websites. Air gross bookings include only standalone air gross bookings, while non-air gross bookings include gross bookings from hotels, car rentals, vacation packages, cruises, destination services and travel insurance. Years Ended December 31, 2014 Gross bookings: Domestic...International...

  • Page 35
    ... points to year-over-year vacation package net revenue growth for the year ended December 31, 2014. For the year ended December 31, 2013 net revenue from vacation package bookings increased $12.4 million, or 10%, as compared with the prior year. Excluding the impact of foreign currency fluctuations...

  • Page 36
    ...$13.5 million increase in credit card processing fees driven by higher global hotel volume, partially offset by lower customer refunds and fraud expense of $4.8 million due to efficiencies at the Company's customer service call centers and lower connectivity and processing costs of $2.3 million. 36

  • Page 37
    ... in legal fees, a $1.5 million decrease in employee travel expense, a $1.3 million decrease in network communications costs, and a decrease in other professional fees. Wages and benefits increased due largely to higher incentivebased compensation of $17.8 million, higher stock-based compensation...

  • Page 38
    ... is primarily composed of online marketing costs, such as search engine marketing and travel research; offline marketing costs, such as television, radio and print advertising; and commissions to affiliates, including distribution partners. Our online marketing spending is significantly greater...

  • Page 39
    ... the agreement signed on March 25, 2013. The $18.1 million charge reflects the write-off of deferred financing costs related to the March 25, 2013 refinancing and prepayment penalties incurred when the term loans were refinanced on May 24, 2013. Provision for Income Taxes We recorded a tax provision...

  • Page 40
    ... leisure travel rather than business travel. Gross bookings for leisure travel are generally highest in the first half of the year as customers plan and book their spring and summer vacations. Cash is received upon booking for the majority of transactions on our website, and net revenue for non-air...

  • Page 41
    ... letter of credit availability to support our expected requirements for the foreseeable future. Under our merchant model, customers generally pay us for reservations at the time of booking and we pay our suppliers at a later date, which is generally when the customer uses the reservation, except in...

  • Page 42
    ... in global merchant hotel transactions and an increase in accounts payable, accrued expenses and other current liabilities of $25.8 million, partially offset by the majority of the $18.1 million deferred financing fees paid and expensed in 2013 related to the refinancing of the term loan. Investing...

  • Page 43
    ... of the senior secured credit agreement, while during the year ended December 31, 2012, we had a $32.2 million excess cash flow payment on our term loan. In addition, we had a $3.0 million increase in net proceeds related to the exercise of employee stock options and employee tax withholdings for...

  • Page 44
    ...Travelport GDS service agreement ("Travelport GDS Service Agreement"). Under the New Travelport GDS Service Agreement, Orbitz was subject to certain exclusivity obligations for segments booked during 2014 in certain markets as defined in the agreement. However, beginning January 1, 2015, the Company...

  • Page 45
    ... pay the supplier. Actual amounts could be greater or less than the amounts estimated due to changes in supplier billing practices or changes in traveler behavior. The Company issues credits in the form of points related to its loyalty programs. The value of points earned by loyalty program members...

  • Page 46
    ... of that date as the fair value of the reporting units and the indefinite-lived intangible assets exceeded the carrying values. Occupancy Taxes We are involved in a number of lawsuits brought by states, cities and counties over issues involving the payment of hotel occupancy or similar taxes. We do...

  • Page 47
    ... software is placed into service. The determination of costs to be capitalized and the useful life of the software require us to make estimates and judgments. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk Our international operations are subject to risks...

  • Page 48
    ... currency exchange rates and interest rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in foreign currency rates and interest rates. We used December 31, 2014 market rates...

  • Page 49
    ... Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Orbitz Worldwide, Inc. Chicago, Illinois We have audited the accompanying consolidated balance sheets of Orbitz Worldwide, Inc. and subsidiaries (the "Company") as of December 31, 2014 and...

  • Page 50
    ORBITZ WORLDWIDE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Years Ended December 31, 2014 2013 2012 Net revenue ...$ Cost and expenses: Cost of revenue ...Selling, general and administrative...Marketing ...Depreciation and amortization ...Impairment ...

  • Page 51
    ORBITZ WORLDWIDE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (in thousands) Years Ended December 31, 2014 2013 2012 Net income/(loss) ...$ Other comprehensive income/(loss): Currency translation adjustment ...Unrealized gain/(loss) on floating to fixed interest rate swaps (net of ...

  • Page 52
    ...trade names...Other intangible assets, net ...Deferred income taxes, non-current ...Restricted cash ...Other non-current assets ...Total Assets...Liabilities and Shareholders' Equity Current liabilities: Accounts payable ...Accrued merchant payable ...Accrued expenses ...Deferred income ...Term loan...

  • Page 53
    ...issuance costs ...Employee tax withholdings related to net share settlements of equity-based awards ...Proceeds from exercise of employee stock options ...Payments on tax sharing liability ...Payments on note payable ...Net cash used in financing activities ...Effects of changes in exchange rates on...

  • Page 54
    ... OF CASH FLOWS (continued) (in thousands) Years Ended December 31, 2014 2013 2012 Supplemental disclosure of cash flow information: Income tax payments, net...$ Cash interest payments...$ Non-cash investing activity: Capital expenditures incurred not yet paid...$ 3,281 $ 3,786 $ 2,309 3,231 24...

  • Page 55
    ORBITZ WORLDWIDE, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/(DEFICIT) (in thousands, except share data) Accumulated Other Comprehensive Income/ (Loss) Common Stock Shares Balance at January 1, 2012 . Net loss ...Amortization of equity-based compensation awards granted to employees, net of...

  • Page 56
    ... including hotels, flights, vacation packages, car rentals, cruises, rail tickets, travel insurance, destination services and event tickets. We provide our customers an easy-to-use booking experience across a wide variety of devices. Our global brand portfolio includes Orbitz.com and CheapTickets in...

  • Page 57
    ... to book air travel, hotels, car rentals and other travel products and services through our various websites. These travel products and services are made available to our customers for booking on a stand-alone basis or as part of a vacation package. Under the merchant model, we generate revenue for...

  • Page 58
    ..., car rental bookings and hotel bookings are not secured by a customer's credit card until the pick-up date and check-in date, respectively. Allowances for cancelled reservations primarily relate to cancellations that do not occur through our websites, but instead occur directly through the supplier...

  • Page 59
    ...the change in the fair value of the derivative instrument will be included in earnings. Additionally, any derivative instrument used for risk management that becomes ineffective is marked-to-market each period. We believe that our credit risk has been mitigated by entering into these agreements with...

  • Page 60
    ... are amortized over their estimated useful lives, generally 4 to 8 years, using the straight-line method. Our intangible assets relate to the acquisition of entities accounted for using the purchase method of accounting and are estimated by management based on the fair value of assets acquired. We...

  • Page 61
    ..., and relevant data available through and as of the testing date. The market approach is a valuation method in which fair value is estimated based on observed prices in actual transactions and on asking prices for similar assets. Under the market approach, the valuation process is essentially that...

  • Page 62
    ..., 2014, the Company entered into an asset sale and purchase agreement with Travelocity.com LP ("Travelocity") for certain assets and contracts of the Travelocity Partner Network ("TPN"), which provides private label travel technology solutions for bank loyalty programs and online commerce sites. On...

  • Page 63
    ...$7.8 million, respectively. The revenue and earnings of the combined entity had the acquisition date been January 1, 2014 and January 1, 2013 are not available as the related business was not reported separately from that of Travelocity. Our acquired finite-lived customer relationship assets will be...

  • Page 64
    ORBITZ WORLDWIDE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As a result of our decision during the first quarter of 2013 to exit the Away Network business, we recorded a $2.6 million non-cash charge to impair property and equipment associated with that business. This charge was ...

  • Page 65
    ...2014...$ (a) Intangible assets acquired in 2014 relate to our purchase...the years ended December 31, 2014, 2013 and 2012, we recorded amortization expense related to finite-lived intangible assets...related to our finite-lived intangible assets over their remaining useful lives: Year (in thousands) 2015...

  • Page 66
    ... 31, 2013 (in thousands) Advertising and marketing ...$ Employee costs ...Tax sharing liability (see Note 8) ...Customer service costs ...Contract exit costs (a) ...Customer incentive costs ...Professional fees ...Airline rebates ...Customer refunds ...Technology costs...Other ...Total accrued...

  • Page 67
    ... any scheduled principal payments on the Term Loan until 2020. The changes in term loans during the years ended December 31, 2014 and 2013 were as follows: Amount (in thousands) Balance at January 1, 2013 (current and non-current) ...$ Payment from excess cash flow under the 2007 Credit Agreement...

  • Page 68
    ..., 2014, and included in Other expense in the Consolidated Statements of Operations. 2007 Credit Agreement On March 25, 2013, we used proceeds from the issuance of term loans and existing cash on hand to pay in full the amount outstanding relating to the $685.0 million senior secured credit agreement...

  • Page 69
    ... Agreement"). Beginning January 1, 2015, the Company will no longer be subject to exclusivity obligations. Under the New Travelport GDS Service Agreement beginning in 2015, we are obligated to provide certain levels of volume over the contract period and may be subject to pay shortfall payments...

  • Page 70
    ... entities in the U.S. concerning hotel occupancy or related taxes and our merchant model for hotel and car rental reservations. Most of the cases were brought simultaneously against other OTCs, including Expedia, Travelocity and Priceline. Certain of these cases are class actions, some of which have...

  • Page 71
    ... the OTCs' motion for summary judgment, finding the companies liable for sales tax on hotel reservations dating back to the inception of the merchant model. Although the court acknowledged that the District had amended its law in 2011, and that the sales tax law was ambiguous prior to that time, the...

  • Page 72
    ...to our financial position, earnings or cash flows in any given reporting period. Surety Bonds and Bank Guarantees In the ordinary course of business, we obtain surety bonds and bank guarantees, to secure performance of certain of our obligations to third parties. At December 31, 2014 and 2013, there...

  • Page 73
    ...credit and similar instruments outstanding by facility, as well as the amounts of our restricted cash balances: December 31, 2014 Letters of Credit and Other Credit Support December 31, 2013 Letters of Credit and Other Credit Support (in thousands) Restricted Cash Restricted Cash Multi-currency...

  • Page 74
    ... rate as follows: Years Ended December 31, 2014 2013 2012 Federal statutory rate ...State and local income taxes, net of federal benefit ...Taxes at differing rates ...Change in valuation allowance ...Goodwill impairment charges ...Reserve for uncertain tax positions ...Other ...Effective income...

  • Page 75
    .... The net deferred tax assets at December 31, 2014 and 2013 amounted to $146.3 million and $171.8 million, respectively. These net deferred tax assets largely relate to temporary tax to book differences and net operating loss carryforwards, the realization of which is, in management's judgment, more...

  • Page 76
    ... accounting period. We and our domestic subsidiaries currently file a consolidated income tax return for U.S. federal income tax purposes. 11. Equity-Based Compensation We issue share-based awards under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended (the "Plan"). The Plan...

  • Page 77
    ... the date of grant is amortized on a straight-line basis over the requisite service period of four years. Performance-Based and Market-Based Restricted Stock Units The table below summarizes activity regarding unvested performance-based and market-based restricted stock units ("PSUs") under the Plan...

  • Page 78
    ... earned in their capacity as non-employee directors. Eligible directors may elect to defer up to 100% of their annual retainer fees (which are paid by us on a quarterly basis). In addition, 100% of the annual equity granted to nonemployee directors is deferred under the Plan. We grant deferred stock...

  • Page 79
    ...to protect against volatility of future cash flows of the variable interest payments related to our term loan. These derivative contracts are economic hedges and are not designated as cash flow hedges. We mark-to-market instruments not designated as hedges and record the changes in the fair value of...

  • Page 80
    ... similar HotelClub and ebookers defined contribution savings plans. After employees have attained one year of service, we match the contributions of participating employees on the basis specified by the plans, up to a maximum of 3% of participant compensation. We recorded total expense related...

  • Page 81
    ...determined by the application of the treasury stock method. The following table presents the weighted-average shares outstanding used in the calculation of net income/(loss) per share: Years Ended December 31, Weighted-Average Shares Outstanding 2014 2013 2012 Basic ...Diluted effect of: Restricted...

  • Page 82
    ...pays us fees for related maintenance and support services. The licenses include our supplier link technology; portions of ebookers' booking, search and vacation package technologies; certain of our products and online booking tools for corporate travel; portions of our private label vacation package...

  • Page 83
    ORBITZ WORLDWIDE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Europe and other markets as defined in the New Travelport GDS Service Agreement. The Company was required to pay a fee for each segment not booked through Travelport GDSs in 2014 subject to exclusivity obligations ...

  • Page 84
    ...to pay to Expedia a termination fee of $57.5 million. If the Merger Agreement is terminated as a result of the failure to obtain competition law approvals or a legal prohibition related to competition law matters, a termination fee of $115.0 million will be payable by Expedia to the Company, subject...

  • Page 85
    ... 12, 2015 (or as such date may be extended pursuant to the terms of the Merger Agreement). 19. Quarterly Financial Data (Unaudited) The following tables present certain unaudited consolidated quarterly financial information. Three Months Ended December 31, 2014 September 30, 2014 June 30, 2014 March...

  • Page 86
    ... to Other Accounts (in thousands) Balance at End of Period Deductions Tax Valuation Allowance Year Ended December 31, 2014...Year Ended ...,560 296,808 (a) Relates to the release of the valuation allowance on U.S. deferred tax assets. (b) Represents foreign currency translation adjustments to the ...

  • Page 87
    ... that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures...

  • Page 88
    ... assessment of, and conclusion on, the effectiveness of the Company's internal control over financial reporting. Deloitte & Touche LLP, our independent registered public accounting firm, has audited the financial statements contained in this Annual Report on Form 10-K and issued an opinion on the...

  • Page 89
    ... OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Orbitz Worldwide, Inc. Chicago, Illinois We have audited the internal control over financial reporting of Orbitz Worldwide, Inc. and subsidiaries (the "Company") as of December 31, 2014, based on criteria...

  • Page 90
    ... accounting officer. In addition, we have adopted a Code of Ethics for our chief executive officer and senior financial officers. The Code of Business Conduct and the Code of Ethics are available on the corporate governance page of our Investor Relations website at www.orbitz-ir.com. Amendments...

  • Page 91
    ... the caption "Corporate Governance - Independence of Directors" in the 2015 Proxy Statement, and that information is incorporated by reference herein. Item 14. Principal Accounting Fees and Services The information concerning principal accounting fees and services and the information required by...

  • Page 92
    ... behalf by the undersigned, thereunto duly authorized. ORBITZ WORLDWIDE, INC Date: March 9, 2015 By: /s/ Barney Harford Barney Harford Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 93
    ... Mark S. Britton Director Date: March 9, 2015 By: /s/ Kenneth S. Esterow Kenneth S. Esterow Director Date: March 9, 2015 By: /s/ Robert L. Friedman Robert L. Friedman Director Date: March 9, 2015 By: /s/ Bradley T. Gerstner Bradley T. Gerstner Director Date: March 9, 2015 By: /s/ Kristina...

  • Page 94
    ... June 30, 2014). Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (incorporated by reference to Exhibit 10.4 to the Orbitz Worldwide, Inc. Current Report on Form 8-K filed on July 27, 2007). Orbitz Worldwide, Inc. 2007 Equity and Incentive...

  • Page 95
    ... to the Orbitz Worldwide, Inc. Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2009). Form of Stock Option Award Agreement (Executive Officers) - 2010 Stock Option Exchange (incorporated by reference to Exhibit (d)(3) to the Orbitz Worldwide, Inc. Schedule TO filed on May...

  • Page 96
    .... Annual Report on Form 10-K for the Fiscal Year ended December 31, 2012). Form of Indemnity Agreement for Directors and Officers (incorporated by reference to Exhibit 10.1 to the Orbitz Worldwide, Inc. Current Report on Form 8-K filed on December 18, 2007). Orbitz Worldwide, Inc. Severance Plan for...