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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
82
15. Related Party Transactions
Related Party Transactions with Travelport and its Subsidiaries
We had amounts due from Travelport of $15.5 million and $12.3 million at December 31, 2014 and 2013, respectively.
Amounts due to or from Travelport are generally settled on a net basis.
At December 31, 2013, 48% of the shares of our common stock outstanding were beneficially owned by Travelport and
the investment funds that indirectly own Travelport. In the second quarter and early third quarter of 2014, Travelport sold a
majority of its shares of our common stock and after its secondary common stock offering on July 22, 2014, beneficially owns
less than 1% of shares of our common stock as of December 31, 2014 and is no longer considered a related party (see Note 1 -
Organization and Basis of Presentation in the Notes to Consolidated Financial Statements).
The following table summarizes the related party transactions with Travelport and its subsidiaries through July 22, 2014,
reflected in our Consolidated Statements of Operations:
Years Ended December 31,
2014 2013 2012
(in thousands)
Net revenue (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 54,969 $ 85,293 $ 98,113
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 (60) 250
Selling, general and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 116 260
Marketing expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 53 —
Interest expense (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,106 6,706
(a) Net revenue includes incentive revenue for segments processed through Galileo and Worldspan, both of which are
subsidiaries of Travelport. This incentive revenue accounted for more than 10% of our total net revenue in 2012.
(b) Interest expense relates to letters of credit issued on our behalf by Travelport.
Master License Agreement
We entered into a Master License Agreement with Travelport at the time of the IPO. Pursuant to this agreement,
Travelport licenses certain of our intellectual property and 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 technology; and
our extranet supplier connectivity functionality.
The Master License Agreement granted us the right to use a corporate online booking product developed by Travelport.
We have entered into a value added reseller license with Travelport for this product.
GDS Service Agreement
In connection with the IPO, we entered into the Travelport GDS Service Agreement, which terminated in February 2014.
The Travelport GDS Service Agreement was structured such that we earned incentive revenue for each air, car and hotel
segment that was processed through the Travelport GDSs. This agreement required that we process a certain minimum number
of segments for our domestic brands through the Travelport GDSs each year. Our domestic brands were required to process a
total of 27.8 million and 31.4 million segments through the Travelport GDSs during the years ended December 31, 2013 and
2012, respectively. Of the required number of segments, 16.0 million segments were required to be processed each year through
Worldspan, and 11.8 million and 15.4 million segments were required to be processed through Galileo during the years ended
December 31, 2013 and 2012, respectively. We were not subject to these minimum volume thresholds to the extent that we
processed all eligible segments through the Travelport GDS.
In February 2014, the Company entered into an agreement with Travelport for the provision of GDS services, which
terminated and replaced our prior Travelport GDS service agreement (the “New Travelport GDS Service Agreement”). Under
the New Travelport GDS Service Agreement, Orbitz was obligated in 2014 to use only Travelport GDSs for all air and car
segments booked on its domestic agencies and was subject to certain other exclusivity obligations for its segments booked in