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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

 

(Mark One)   
þ    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended December 31, 2012
   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 No. 333-141714

 

 

Travelport Limited

(Exact name of registrant as specified in its charter)

 

Bermuda   98-0505100

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification Number)

300 Galleria Parkway

Atlanta, GA 30339

(Address of principal executive offices, including zip code)

(770) 563-7400

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.

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   þ

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   þ       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   þ       No   ¨

Indicate by check whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.    Yes   þ       No   ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨   Non-accelerated filer   þ    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 Exchange Act).    Yes   ¨       No   þ

As of March 12, 2013, 12,000 shares of the Registrant’s common stock, par value $1.00 per share, were outstanding, all of which were held by Travelport Holdings Limited.

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Item

 

Description

   Page  
  PART I   
Item 1  

Business

     3   
Item 1A  

Risk Factors

     15   
Item 1B  

Unresolved Staff Comments

     31   
Item 2  

Properties

     31   
Item 3  

Legal Proceedings

     32   
Item 4  

Mine Safety Disclosures

     33   
  PART II   
Item 5   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities      34   
Item 6  

Selected Financial Data

     34   
Item 7  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     38   
Item 7A  

Quantitative and Qualitative Disclosure about Market Risks

     63   
Item 8  

Financial Statements and Supplementary Data

     64   
Item 9  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     64   
Item 9A  

Controls and Procedures

     64   
Item 9B  

Other Information

     65   
  PART III   
Item 10  

Directors, Executive Officers and Corporate Governance

     66   
Item 11  

Executive Compensation

     70   
Item 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters      82   
Item 13  

Certain Relationships and Related Transactions and Director Independence

     84   
Item 14  

Principal Accountant Fees and Services

     87   
  PART IV   
Item 15  

Exhibits and Financial Statement Schedules

     88   
 

Signatures

     89   


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FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “potential”, “should”, “will” and “would” or other similar words. You should read statements that contain these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing, changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information. References within this Annual Report on Form 10-K to “we”, “our” or “us” means Travelport Limited, a Bermuda company, and its subsidiaries.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results of continuing operations or those anticipated or predicted by these forward-looking statements:

 

   

factors affecting the level of travel activity, particularly air travel volume, including security concerns, general economic conditions, natural disasters and other disruptions;

 

   

the impact our outstanding indebtedness may have on the way we operate our business;

 

   

our ability to obtain travel supplier inventory from travel suppliers, such as airlines, hotels, car rental companies, cruise lines and other travel suppliers;

 

   

our ability to maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms;

 

   

our ability to develop and deliver products and services that are valuable to travel agencies and travel suppliers and generate new revenue streams, including our new universal desktop product;

 

   

the impact on supplier capacity and inventory resulting from consolidation of the airline industry;

 

   

our ability to grow adjacencies, such as our acquisition of Sprice and our controlling interest in eNett;

 

   

general economic and business conditions in the markets in which we operate, including fluctuations in currencies and the economic conditions in the eurozone;

 

   

pricing, regulatory and other trends in the travel industry, including the direct connect efforts of American Airlines and our litigation with American Airlines related thereto;

 

   

risks associated with doing business in multiple countries and in multiple currencies;

 

   

our ability to achieve expected cost savings from our efforts to improve operational efficiency;

 

   

maintenance and protection of our information technology and intellectual property; and

 

   

financing plans and access to adequate capital on favorable terms.

We caution you that the foregoing list of important factors may not contain all of the factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in this Annual Report on Form 10-K, as well as any other cautionary language in this Annual

 

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Report on Form 10-K, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of operations, financial position and cash flows.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

 

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PART I

 

ITEM 1.     BUSINESS

Overview

Travelport is a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry. We believe that we are one of the most geographically diversified of such companies in the world.

Our global distribution systems (“GDS”) business provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Our GDS business operates three systems, Galileo, Apollo and Worldspan, across over 170 countries to provide travel agencies with booking technology and access to considerable supplier inventory that we aggregate from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Our GDS business provides travel distribution services to approximately 810 active travel suppliers and approximately 67,000 online and offline travel agency locations, which in turn serve millions of end consumers globally. In 2012, approximately 162 million tickets were issued through our GDS business. Our GDS business processed up to 2.7 billion travel-related messages per day in 2012.

Within our GDS business, our Airline IT Solutions business provides hosting solutions and IT subscription services to airlines to enable them to focus on their core business competencies and reduce costs, as well as business intelligence services. Our Airline IT Solutions business manages the mission-critical reservations and related systems for Delta Air Lines, as well as five other airlines. Our Airline IT Solutions business also provides an array of leading-edge IT software subscription services and data business intelligence services, directly and indirectly, to over 400 airlines, airports and airline ground handlers globally.

Our payment services joint venture with eNett provides secure and cost effective automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States.

Headquartered in Atlanta, Georgia, Travelport is a privately owned company. Our transaction processing business operational global headquarters are located in the United Kingdom.

Company History

Galileo, the cornerstone of our GDS business, began as the United Airlines Apollo computerized reservation system in 1971 in the United States. In 1997, Galileo International became a publicly listed company on the New York and Chicago Stock Exchanges. In October 2001, Galileo was acquired by Cendant Corporation. As part of Cendant from 2001 to 2006, Travelport completed a series of acquisitions, including Orbitz, Inc. in November 2004 and Gullivers Travel Associates (“GTA”) in April 2005.

Travelport Limited, a Bermuda company, was formed on July 13, 2006 to acquire the travel distribution services businesses of Cendant. On August 23, 2006, the acquisition was completed, and we were acquired by affiliates of The Blackstone Group (“Blackstone”), affiliates of Technology Crossover Ventures (“TCV”) and certain existing and former members of our management. One Equity Partners (“OEP”) acquired an economic interest in us in December 2006.

On July 25, 2007, we completed the initial public offering of common stock of our then subsidiary, Orbitz Worldwide, Inc. (“Orbitz Worldwide”), and listed such common stock on the New York Stock Exchange. On October 31, 2007, we transferred approximately 11% of the outstanding equity of Orbitz Worldwide to affiliates, leaving us with approximately 48% of Orbitz Worldwide’s outstanding equity which we recognize for accounting purposes using the equity method. On January 26, 2010, we purchased $50 million of newly issued common shares of Orbitz Worldwide pursuant to an agreement with Orbitz Worldwide. After this investment, a simultaneous exchange between Orbitz Worldwide and PAR Investment Partners, a third party investor, of approximately $49.68 million of Orbitz Worldwide debt for common shares of Orbitz Worldwide and the issuance of shares by Orbitz Worldwide under its equity plan, we currently own approximately 46% of Orbitz Worldwide’s outstanding common stock.

 

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On August 21, 2007, we completed the acquisition of Worldspan for $1.3 billion. Worldspan operated as an independent GDS based in the United States before becoming part of the Travelport GDS business in August 2007. The Worldspan system resulted from the combination of Delta, TWA and Northwest systems in the early 1990s.

On May 5, 2011, we completed the sale of our GTA business to Kuoni Travel Holdings Ltd. (“Kuoni”). Proceeds from the sale, together with existing cash, were used to repay indebtedness outstanding under our senior secured credit agreement.

In October 2011, in connection with the restructuring of senior unsecured payment-in-kind (“PIK”) term loans issued by our direct parent holding company, Travelport Holdings Limited (the “Restructuring”), the PIK term loan lenders (the “New Shareholders”) received, as partial consideration for the Restructuring, their pro rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide Limited, our indirect parent company (“Travelport Worldwide”).

We continually explore, prepare for and evaluate possible transactions, including acquisitions, divestitures, joint ventures and other arrangements, to ensure we have the most efficient and effective capital structure and/or to maximize the value of the enterprise. No assurance can be given with respect to the timing, likelihood or effect of any possible transactions.

Although we focus on organic growth, we may augment such growth through the select acquisition of (or possible joint venture with) complementary businesses in the travel and business services industries. We expect to fund the purchase price of any such acquisition with cash on hand or borrowings under our credit lines. In addition, we continually review and evaluate our portfolio of existing businesses to determine if they continue to meet our business objectives. As part of our ongoing evaluation of such businesses, we intend from time to time to explore and conduct discussions with regard to joint ventures, divestitures and related corporate transactions. However, we can give no assurance with respect to the magnitude, timing, likelihood or financial or business effect of any possible transaction. We also cannot predict whether any divestitures or other transactions will be consummated or, if consummated, will result in a financial or other benefit to us. We intend to use a portion of the proceeds from any such dispositions and cash from operations to retire indebtedness, make acquisitions and for other general corporate purposes.

Company Information

Our principal executive office is located at 300 Galleria Parkway, Atlanta, Georgia 30339 (telephone number: (770) 563-7400). We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file reports, proxy and information statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports (including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to such reports) and other information can be accessed on our website at www.travelport.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. A copy of our Code of Conduct and Ethics, as defined under Item 406 of Regulation S-K, including any amendments thereto or waivers thereof, can also be accessed on our website. We will provide, free of charge, a copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and Code of Conduct and Ethics upon request by phone or in writing at the above phone number or address, attention: Investor Relations.

Our Business

Transaction Processing

Our transaction processing business is characterized by a balanced global footprint and a leading position in each of the four major world travel regions: the Americas, Europe, MEA and APAC, as measured by GDS-processed air segments booked for the year ended December 31, 2012. In 2012, our transaction processing business handled more than 300 million air segments, approximately 28 million hotel bookings, approximately 17 million car rental bookings and approximately two million rail bookings. In the year ended December 31, 2012, we accounted for approximately 26% of the global share of GDS-processed air segments, with a balanced

 

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split across regions. In 2012, approximately 162 million tickets were issued through our GDS business. Our GDS business processed up to 2.7 billion travel-related messages per day in 2012. In 2012, we earned approximately $1.8 billion in transaction processing revenue, consisting primarily of approximately $1.6 billion from airlines, approximately $129 million from hotels and approximately $79 million from car rental companies.

We provide transaction processing and a distribution vehicle for travel suppliers to facilitate efficient aggregation and distribution of travel inventory to travel agencies and ultimately to end customers globally. Our transaction processing business obtains content, including pricing, availability, reservations, ticketing and payment, from travel suppliers and distributes it to both online and traditional travel agencies. Travel agencies are given the ability to shop and book across hundreds of suppliers in real time, handle payment processing and other fulfillment services on behalf of clients and suppliers, perform customer service functions, such as changes, cancellations and re-issues, and efficiently manage activity through direct data feeds from the transaction processing business to the agency mid- and back-office systems. We typically earn a fee from travel suppliers for each segment booked, cancelled or changed. In connection with these bookings, we generally pay commissions or provide other financial incentives to travel agencies to encourage greater use of our transaction processing business. Travel agencies complete transactions through our systems to distribute the travel inventory to end customers.

We are balanced across the four major travel regions, which allows us to be well positioned to take advantage of growth in each major travel region and emerging countries, in particular, where the number of air passengers boarded are forecast to grow faster than the Americas and Europe. This geographic balance also helps to insulate us from downturns related to specific regional economies. In 2012, our balanced share of air segments processed through our GDS was 45%, 26%, 18% and 11% in Americas, Europe, APAC and MEA, respectively, based on industry global distribution of GDS-processed air segments of 42%, 32%, 16% and 10%, respectively, in each region.

Travel Suppliers.     Our relationships with travel suppliers extend to airlines, hotels, car rental companies, rail networks, cruise and tour operators and destination service providers. Travel suppliers’ process, store, display, manage and distribute their products and services to travel agencies through GDSs and other distribution channels. Through participating carrier agreements (for airlines) and various agreements for other travel suppliers, airlines and other travel suppliers are offered varying levels of services and functionality at which they can participate in our GDS. These levels of functionality generally depend upon the travel supplier’s preference as well as the type of communications and real-time access allowed with respect to the particular travel supplier’s host reservations systems.

We connect travel suppliers with travel agencies across over 170 countries to distribute supplier inventory that is aggregated from approximately 400 airlines, approximately 330 hotel chains covering more than 93,000 hotel properties, approximately 25 car rental companies covering more than 35,000 car rental locations and 10 major rail networks worldwide, as well as approximately 50 cruise and tour operators.

The table below lists alphabetically Travelport’s largest airline suppliers in the Americas, Europe, MEA and APAC for the year ended December 31, 2012, based on revenue:

 

Americas

 

Europe

 

MEA

 

APAC

American Airlines   Alitalia Airlines   Emirates Airlines   Emirates Airlines
Delta Air Lines   British Airways/Iberia   Qatar Airways   Jet Airways India
Frontier Airlines   Lufthansa Airlines   Saudi Arabian Airlines   Qantas Airways
United Airlines   TAP Air Portugal   South African Airways   Singapore Airlines
US Airways   Turkish Airlines   Turkish Airlines   Thai Airways

Our standard transaction processing distribution agreements with air, hotel and car rental suppliers are open-ended or roll over unless specifically terminated. The majority of our agreements remain in effect each year, with exceptions usually linked to airline mergers or insolvencies. Our contracts with a majority of our top fifteen airline suppliers, as measured by revenue for the year ended December 31, 2012, are in place until 2013 and beyond, unless earlier terminated pursuant to the specific terms of each contract. Our top 15 travel suppliers (by

 

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revenue), all of which are airlines, have been customers on average for more than ten years and, for the year ended December 31, 2012, represented approximately 40% of transaction processing revenue. We have a high renewal rate with our travel suppliers.

We have entered into a number of specific-term agreements with airlines in the larger and more mature geographic areas, including North America and Western Europe, as well as APAC, to secure full-content. Full-content agreements allow our travel agency customers to have access to the full range of our airline suppliers’ public content, including the ability to book the last available seat, as well as other functionality. The typical duration of these agreements ranges from two to five years. We have secured full-content agreements with approximately 80 airlines (including low cost carriers) worldwide, including all the major airlines in North America other than American Airlines, as well as European and Asian airlines such as British Airways, Air France, KLM, Lufthansa, Swiss, Alitalia, Qantas and Singapore Airlines. Bookings attributable to such full-content agreements comprised 67% of our air segments in the year ended December 31, 2012. Certain full content agreements expire, or may be terminated, during 2013. For example, though we have participation agreements with these airline suppliers in which they participate in our GDSs, full-content agreements with airlines representing approximately 18% of our transaction processing revenue for the year ended December 31, 2012 are up for renewal or are potentially terminable by such carriers in 2013. See Part IA — “Risk Factors.”

We have approximately 55 low cost carriers (“LCCs”) participating in our GDS, with our top 10 LCCs by revenue, accounting for approximately 5% of our air segments in the year ended December 31, 2012. Frontier Airlines, AirTran Airways and Air Berlin represented the largest number of segments attributable to LCCs during the period. Our segment volume from LCCs increased by 9% for the year ended December 31, 2012, in contrast to a 3% decline in segments attributable to traditional carriers compared to the prior year. We believe that our geographic breadth makes us a compelling source of value for most major LCCs, although LCC activity on the GDS relative to legacy airlines remains at an early stage of development in terms of the level of booking activity. In addition, the choice and level of participation is driven by the relevance of the GDS in the countries and regions in which the LCCs choose to distribute and sell. For example, our leading position with LCCs, including participation of both Jet Blue and Southwest Airlines in the United States, JetStar in APAC and easyJet and Jet2 in Europe, is indicative of the value that travel suppliers place on the scale and breadth of a GDS’s footprint. We believe that we are well positioned to capture growth from the LCCs due to our global footprint in the business travel arena in some of the prime areas where LCCs are strongest such as the United States, the United Kingdom and Australia.

We have relationships with approximately 330 hotel chains, representing more than 93,000 hotel properties, which provide us with live availability and instant confirmation for bookings, in addition to approximately 20 hotel aggregators resulting in 375,000 unique hotel properties bookable through Travelport Rooms and More. Our top hotel suppliers for the year ended December 31, 2012 were Hilton, Intercontinental Hotel Group and Marriott Hotels, which together accounted for approximately 40% of our hotel revenue in this period. We have a relationship with approximately 25 car rental companies, representing over 35,000 car rental locations, providing seamless availability and instant confirmation for virtually all customers. Our top five car rental company suppliers for the year ended December 31, 2012 were Avis, Budget, Enterprise, Hertz and National, which together accounted for approximately 67% of our car rental revenue in this period. We provide electronic ticketing solutions to 10 major international and national rail networks, including Société Nationale des Chemins de Fer France (SNCF) (France), Amtrak (United States), Eurostar Group (United Kingdom/France) and AccessRail (United States), which accounted for all of our rail revenue for the year ended December 31, 2012.

Travel Agencies.     Approximately 67,000 online and offline travel agency locations worldwide use us for travel information, booking and ticketing capabilities, travel purchases and management tools for travel information and travel agency operations. Access to our GDS enables travel agencies to electronically search travel-related data such as schedules, availability, services and prices offered by travel suppliers and to book travel for end customers.

Our transaction processing business also facilitates travel agencies’ internal business processes such as quality control, operations and financial information management. Increasingly, this includes the integration of

 

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products and services from independent parties that complement our core product and service offerings, including a wide array of mid- and back-office service providers. We also provide technical support, training and other assistance to travel agencies, including numerous customized access options, productivity tools, automation, training and customer support focusing on process automation, back-office efficiency, aggregation of content at the desktop and online booking solutions.

Our relationships with travel agencies typically are non-exclusive, with the majority of GDS-processed air segments booked through agencies which are dual automated, meaning they subscribe to and have the ability to use more than one GDS. In order to encourage greater use of our GDS, we pay commissions or provide other financial incentives to many travel agencies. Travel agencies or other GDS subscribers in some cases pay a fee for access to our GDS or to access specific services or travel content.

Our travel agency customers comprise online, offline, corporate and leisure travel agencies. Our top ten travel agency customers, as measured by booking fees, have, on average, been customers for over ten years, and booking fees attributable to their activities in the year ended December 31, 2012 represented approximately 30% of our transaction processing revenue. Our largest online travel agency customers, by booking fees, in 2012 were Orbitz Worldwide (which includes orbitz.com and cheaptickets.com in the United States and ebookers.com in Europe), Priceline and Expedia. In the year ended December 31, 2012, regional travel agencies (such as TrailFinders) accounted for approximately 64% of bookings, online travel agencies were the next largest category, representing approximately 22% of bookings, and global accounts (such as American Express) accounted for the remaining amount. Our largest corporate travel agency customers in 2012 were American Express, BCD Holdings, Carlson Wagonlit Travel, Flight Centre Limited and Hogg Robinson Group. Our largest leisure travel agency customers in 2012 include AAA Travel, Carlson Leisure Group, Kuoni and GTT Global/USA Gateway.

New Products and Products in Development .    We have a continuous pipeline of new products and enhancements to our transaction processing business as we aim to lead change in the global travel industry by delivering innovation and technology solutions to empower all travel businesses now and into the future. We categorize under four headings:

 

   

Content .     Our goal is to deliver unrivaled travel content by providing the broadest range of travel modes, fares, rates and other content to the widest possible audience through whatever medium they choose to access it. Central to this is our airline content ranging from LCCs to full service carriers, including airline ancillary services. A dramatic change in travel is the emergence of a new airline merchandising model – the growing shift to unbundled offerings, customized fare families and unique branded fares. Through constant advancements, we are developing the tools needed to efficiently access, arrange, book and process payment for these new airline services through Travelport, as well as customized offerings from travel providers in every sector. Our expanding hotel content includes the best rates at more than 346,000 properties (when we include Travelport Rooms and More), and we are continuing to grow our non-traditional core GDS content to include enhancements to our rail, cruise, tour and other content offerings.

 

   

Search .      We are committed to delivering the best informed choice, quickly and accurately. Travelport e-Pricing , the core of Travelport’s global fare distribution platform, delivers exceptional accuracy, diversity, speed and efficiency. Presenting related content beyond the core search enables enhanced selling opportunities with user-centric results based on nature of travel, personal preferences, supplier preferences and policies.

 

   

Points of Sale .      Our point of sale solutions enable travel suppliers and agencies to sell and access content the way they want. Through constant advancements, we are developing the tools needed to efficiently access, arrange, book and process payment for these new airline services – as well as customized offerings from travel providers in every sector. We’re providing access to unrivaled content through multiple points of access from green screen to newer GUI formats as seen in Travelport Smartpoint App , Travelport Smartpoint Go , Travelport Universal Desktop , Travelport Rooms and More and a wide and fast growing range of mobile tools and applications.

 

   

Open Platform .      Our open platform allows faster deployment of new capabilities, increased consistency, and overall better value for all participants in the travel distribution process. This enables others in the

 

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travel industry to capitalize on our innovative technology framework and seize the opportunity it presents to innovate and develop next generation travel tools and apps. Travelport Universal API enables the multi-channel experience and is being used not only by our next generation Travelport Universal Desktop but also by approximately 60 partners in the Travelport Developer Network.

In addition to the above, our majority-owned payment services joint venture, eNett , provides automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States. eNett’s billing and settlement solutions via web-based technology can be integrated or accessed as an independent system.

Airline IT Solutions

We have been a pioneer in IT services for the airline industry, being the first GDS to provide e-ticketing to travel agencies in 1995 and the first GDS to offer an automated repricing solution in 2000. We provide hosting and application development solutions and IT subscription services to Delta and five other airlines and the technology companies that support them, IT subscription services to over 260 airlines and airline ground handlers and data business intelligence services to approximately 159 airlines and airports.

 

   

Hosting solutions.     These solutions encompass mission-critical systems for airlines such as internal reservation system services, seat and fare class inventory management, flight operations technology services and software development services. Our internal reservation system services include the operation, maintenance, development and hosting of an airline’s internal reservation system and include seat availability, reservations, fares and pricing, ticketing and baggage services. These services are integral to an airline’s operations as they are the means by which an airline sells tickets to passengers and also drive all the other key passenger-related services and revenue processes and systems within the airline. Flight operations technology services provide operational support to airlines, from pre-flight preparation through to departure and landing. Some of these services include weight and balance, flight planning and tracking, passenger boarding, flight crew management, passenger manifests and cargo. Software development services focus on creating innovative software for use in an airline’s internal reservation system and flight operations’ systems.

We operate the hosting platform for Delta and, until March 2012, we hosted the reservations system for United. The Delta contract, which accounts for substantially all of our hosting revenue after the United agreement termination, expires in 2018. We also provide five other airlines around the world with other reservation system products through our hosting solutions. In December 2010, United provided us with notice of termination of the master services agreement for the Apollo reservations system operated by Travelport for United. The integration of the United-Continental systems was completed in early March 2012, and we no longer service United’s reservation system. The loss of the master services agreement with United Airlines contributed approximately $69 million and $50 million to the decline in net revenue and EBITDA, respectively, for the year ended December 31, 2012.

 

   

IT subscription services.     While some airlines elect to have their internal reservation system run by a single IT services provider, others prefer to outsource selected functions to multiple IT services providers. We have developed an array of leading-edge IT subscription services for mission-critical applications in fares, pricing and e-ticketing. We provide these services to 263 airlines and airline ground handlers, of which 57 are direct customers and 206 are indirect customers that receive our services through an intermediary. Direct IT subscription customers include Emirates, KLM and SITA. Our IT subscription services include:

 

   

Fares and Pricing/e-pricing.     A fare-shopping tool that enables airlines to outsource fares and pricing functionality to us.

 

   

Electronic Ticketing.     A database and interchange that enables airlines to outsource electronic ticketing storage, maintenance and exchange to us.

 

   

Rapid Reprice.     An automated solution that enables airlines to recalculate fares when itineraries change.

 

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Fare Verified.     A comprehensive pre-ticketing fare audit tool that enables airlines to protect against errors or fraud caused by reservation and ticketing agents and incorrectly priced or reissued tickets.

 

   

Interchange.     A system that provides interactive message translation and switching for multiple functions, such as e-ticketing and check-in, between airline partners.

 

   

Business Intelligence.     We provide data to airlines, travel agencies, hotels, car rental companies and other travel industry participants. Our data sets are critical to these businesses in the management of our own operations and the optimization of our industry position and revenue-generating potential. Travelport Business Intelligence is a leader in providing businesses involved in all aspects of travel with access to both traditional and proprietary business intelligence data sets. We provide this data to 135 airlines, supporting processes such as GDS billing, airline revenue accounting and industry settlement. We also supply marketing-oriented raw data sets, data processing services, consulting services and web-based analytical tools to 44 airlines, travel agencies and other travel-related companies worldwide to support their business processes, such as airline network planning, revenue management, pricing, sales and partnership management. This combined offering of data and analytical capabilities delivers business intelligence to businesses that use the information to enhance their industry position. A primary data product supplies “raw” GDS booking data with details of routes, fares and prices. No personally identifiable data is provided. Our business intelligence tools include Beacon and Clarity, which analyze business specific data for sales planning, network planning, revenue management and channel management.

Sales and Marketing.     Our sales and marketing teams are responsible for developing existing and initiating new commercial relationships with travel suppliers and travel agencies worldwide. The sales and marketing teams include customer support, product strategy, management and marketing communications and sales teams working across the Americas, Europe, MEA and APAC. We also provide global account management services to certain large multi-national customers.

We employ a hybrid sales and marketing model consisting of direct sales and marketing organizations (“SMOs”), which we directly manage, and indirect, third-party national distribution companies (“NDCs”). We market, distribute and support our products and services primarily through SMOs. In certain countries and regions, however, we provide our products and services through our relationships with NDCs which are typically independently owned and operated by a local travel-related business in that country or region or otherwise by a major airline based locally. Our SMOs and NDCs are organized by country or region and are typically divided between the new account teams, which seek to add new travel agencies to our GDS, and account management teams, which service and expand existing business. In certain regions, smaller customers are managed by telemarketing teams.

Historically, we relied on NDCs owned by national airlines in various countries in Europe, MEA and APAC to distribute our products and services. However, in 1997, we acquired many of these NDCs from the airlines, including in the United States, the Netherlands, Switzerland and the United Kingdom, and, later, in Hungary, Ireland, Italy, Australia, New Zealand, Malaysia and Canada. This enabled us to directly control our distribution at a time when the airlines wished to divest the NDCs and concentrate on their core airline businesses.

We typically pay an NDC a fee based on the booking fees generated pursuant to the relationship that the NDC establishes with a subscriber, with the NDC retaining subscriber fees billed for these bookings. We regularly review our network of NDCs and periodically revise these relationships. In less developed regions, where airlines continue to exert strong influence over travel agencies, NDCs remain a viable and cost effective alternative to direct distribution. Although SMO margins are typically higher than NDC margins, an NDC structure is generally preferred in countries where we have the ability to rely upon a strong airline relationship or an NDC’s expertise in a local region or country. We also contract with new NDCs in countries and regions where doing so would be more cost effective than establishing an SMO.

GDS Competitive Landscape.     The marketplace for travel distribution is large, multi-faceted and highly competitive. We compete with a number of travel distributors, including other traditional GDSs, such as Amadeus IT Group SA and Sabre Holdings Corporation, several regional GDS competitors, such as Abacus,

 

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application programming interface-based (“API”) direct connections between travel suppliers and travel agencies, and also suppliers’ own websites and other forms of direct booking, such as metasearch engines and other third parties. The largest regional GDSs are based in Asia and include Abacus International Pte Ltd., which is primarily owned by Sabre and a group of Asian airlines; Axess International Network Inc., which is wholly owned by Japan Airlines International Co. Ltd., and INFINI Travel Information, Inc., which is majority owned All Nippon Airways, Co. Ltd.; TOPAS Co., Ltd., which is majority owned by Korean Air Lines Co. Ltd.; and TravelSky Technology Limited, which is majority owned by Chinese state-owned enterprises.

We routinely face new competitors and new methods of travel distribution. Suppliers and third parties seek to promote distribution systems that book directly with travel suppliers. Airlines and other travel suppliers are selectively looking to build API-based direct connectivity with travel agencies. In addition, established and start-up search engine companies, as well as metasearch companies, have entered the travel marketplace to offer end customers new ways to shop for and book travel by, for example, aggregating travel search results across travel suppliers, travel agencies and other websites. Furthermore, there is an emerging trend toward mobile applications that link directly with travel suppliers.

Each of the other traditional GDSs offers products and services substantially similar to ours. We believe that competition in the GDS industry is based on the following criteria:

 

   

the timeliness, reliability and scope of travel inventory and related information offered;

 

   

service, reliability and ease of use of the system;

 

   

the number and size of travel agencies utilizing our GDS and the fees charged and inducements paid to travel agencies;

 

   

travel supplier participation levels, inventory and the transaction fees charged to travel suppliers; and

 

   

the range of products and services available to travel suppliers and travel agencies.

For the year ended December 31, 2012, we accounted for 26% of global GDS-processed air segments. We believe we have process and strategies in place to support gains in share in the future, including our partnership with AXESS, a leading domestic GDS in Japan, anticipated to be fully operational by the end of 2013.

Airline IT Solutions Competitive Landscape.     The Airline IT Solutions sector of the travel industry is highly fragmented by service offering, including hosting solutions, such as internal reservation system services, as well as flight operations technology services and software development services. For example, our competitors with respect to internal reservation and other system services include Amadeus, HP Enterprise Services, ITA, Navitaire LLC, Sabre, SITA and Unisys Corporation, as well as airlines that provide the services and support for their own internal reservation system services and also host external airlines. The business intelligence services sector of the Airline IT Solutions business is highly competitive, with our ability to market our products dependent on our perceived competitive position and the value of the information obtained through our GDS business. Our primary competitors in this sector are IATA, through its PaxIS product, as well as Amadeus and Sabre.

Technology.     In September 2008, we consolidated our Galileo and Worldspan data centers into a single location in Atlanta, Georgia to support our GDS transaction processing and Airline IT Solutions businesses. Our data center offers a state-of-the-art facility that has completed comprehensive technology upgrades to the latest IBM processing and storage platforms. The combined facility features an industry-leading technology platform in terms of functionality, performance, reliability and security. The existing systems are certified compliant with the Payment Card Industry Data Security Standard, offering a secure environment for combined Galileo and Worldspan operations and have historically operated at a 99.99% core systems uptime. The combined data center comprises over eight mainframes, open systems servers and storage and network devices, with maximum peak message rates of more than 46,000 messages per second. The data center processes more than 65 billion transactions each month, averaging 25,000 messages per second. On peak message days, up to 2.7 billion travel-related messages are processed.

The consolidation of our primary data center operations in Atlanta, Georgia is an example of the significant benefits realized as a result of the integration of the Galileo, Apollo and Worldspan systems. By managing all

 

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three systems in a state-of-the-art, unified data center environment, our customers benefit from access to one of the industry’s most powerful, reliable and responsive travel distribution and hosting platforms. Running our business from one facility has allowed us to rationalize more rapidly the links required to connect suppliers to our GDS and to more readily share technology across the systems. This has resulted in reduced complexity for our suppliers. In addition, our balanced geographical presence contributes to efficiency in data center operations as travel agencies from various regions access the system at different times.

Continued modernization of our technical environment is an integral part of our aim to support growth by efficiently delivering transaction processing systems to our GDS customers. In November 2012, we announced a multi-year agreement with IBM under which IBM has delivered significant upgrades to our existing systems architecture and software infrastructure of our technology platform.

Material Agreements

On January 19, 2012, we entered into instruments of resignation, appointment and acceptance with The Bank of Nova Scotia Trust Company of New York, as resigning trustee, and Computershare Trust Company, N.A., as the successor trustee, relating to our 9% Notes Indenture, Senior Notes Indenture and Subordinated Notes Indenture.

On February 14, 2012, we entered into an agreement and general release with Jeff Clarke in connection with his transition from Executive Chairman to Non-Executive Chairman of our Board of Directors. On February 14, 2012, we entered into a letter agreement with Mr. Clarke in connection with his service as our Non-Executive Chairman. Summary descriptions of the agreement and general release and the letter agreement are included in our Current Report on Form 8-K filed with the SEC of February 15, 2012.

On May 8, 2012, we entered into a Credit Agreement, dated as of May 8, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.À R.L., the lenders from time to time party thereto and Credit Suisse AG, as administrative agent and collateral agent. A summary description of our 2012 Secured Credit Agreement is included in our Current Report on form 8-K filed with the SEC on May 14, 2012.

On May 8, 2012 and August 23, 2012, we entered into revolving credit loan modification agreements relating to our Fourth Amended and Restated Credit Agreement. Summary descriptions of the Revolving Credit Loan Modification Agreements are included in our Current Reports on Form 8-K filed with the SEC on May 14, 2012 and August 29, 2012, respectively.

In August 2012 and October 2012, we entered into two amendments to the Subscriber Services Agreement with Orbitz Worldwide, dated as of July 23, 2007.

On November 21, 2012, we entered into a new hardware and software agreement with International Business Machines Corporation. A summary description of Amendment 14 (“Amendment 14”) to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, IBM and IBM Credit LLC is included in our Current Report on Form 8-K filed with the SEC on November 28, 2012.

On November 26, 2012, we entered into a compromise agreement with Lee Golding, our then Executive Vice President and Chief Human Resources Officer. A summary description of the compromise agreement is included in our Current Report on Form 8-K filed with the SEC on November 28, 2012.

On December 11, 2012, we amended and restated our senior secured credit agreement pursuant to the Fifth Amended and Restated Credit Agreement and entered into other agreements relating to collateral and guarantees in connection with our senior secured credit agreement, our 2012 secured credit agreement, our second priority secured notes and our unsecured notes. A summary description of the Fifth Amended and Restated Credit Agreement, and related agreements, is included in our Current Report on Form 8-K filed with the SEC on December 12, 2012.

Financial Data of Segments and Geographic Areas

We have one reportable segment. Segment data for our geographic areas is reported in Note 18 — Segment Information to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

 

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Intellectual Property

We regard our technology and other intellectual property as critical components and assets of our business. We protect our intellectual property rights through a combination of copyright, trademark and patent laws, and trade secret and confidentiality laws and procedures, as well as database rights, where applicable. We own and seek protection of key technology and business processes and rely on trade secret and copyright laws to protect proprietary software and processes. We also use confidentiality procedures and non-disclosure and other contractual provisions to protect our intellectual property assets. We rely on appropriate laws to protect the ownership of our data and databases.

Where appropriate, we seek statutory and common law protection of our material trade and service marks, which include TRAVELPORT ® , GALILEO ® and WORLDSPAN ® and related logos. The laws of some foreign jurisdictions, however, vary and offer less protection than other jurisdictions for our proprietary rights. Unauthorized use of our intellectual property could have a material adverse effect on us, and there is no assurance that our legal remedies would adequately compensate us for the damages caused by such unauthorized use.

We rely on technology that we license or obtain from third parties to operate our business. Vendors that support our core GDS technology include IBM, CA, SAS, Cisco, EMC and RedHat. Certain agreements with these vendors are subject to renewal or negotiation within the next year. In 2010, we obtained licenses to our Transaction Processing Facility operating system from IBM. Associated maintenance, support and capacity are available through at least December 31, 2016 under an agreement with IBM.

Employees

As of December 31, 2012, we had over 3,500 employees worldwide. None of our employees in the United States are subject to collective bargaining agreements governing employment with us. In certain of the European countries in which we operate, we are subject to, and comply with, local law requirements in relation to the establishment of work councils. In addition, due to our presence across Europe and pursuant to a European Union (“E.U.”) Directive, we have a Travelport European Works Council (EWC) in which we address E.U. and enterprise-wide issues. We believe that our employee relations are good.

Government Regulations

In the countries in which we operate, we are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly subject to change. In addition, certain African and Middle East government trade sanctions affect our ability to operate in Cuba, Iran, Sudan and Syria. The descriptions of the laws, regulations and policies that follow are summaries and should be read in conjunction with the texts of the laws and regulations. The descriptions do not purport to describe all present and proposed laws, regulations and policies that affect our businesses.

We believe that we are in material compliance with these laws, regulations and policies. Although we cannot predict the effect of changes to the existing laws, regulations and policies or of the proposed laws, regulations and policies that are described below, we are not aware of proposed changes or proposed new laws, regulations and policies that will have a material adverse effect on our business.

GDS Regulations

Our business is subject to GDS industry specific regulations in the E.U., Canada, India and China.

Historically, regulations were adopted in Canada and the E.U. to guarantee consumers access to competitive information by requiring computerized reservation systems (“CRSs”) (then owned by individual airlines) to provide travel agencies with unbiased displays and rankings of flights. Under the current E.U. CRS Regulations, GDSs and airlines are free to negotiate booking fees charged by the GDSs and the information content provided by the airlines. The E.U. CRS Regulations include provisions to ensure a neutral and non-discriminatory presentation of travel options in the GDS displays and to prohibit the identification of travel agencies in MIDT data without their consent. The E.U. CRS Regulations also require GDSs to display rail or rail/air alternatives to air travel on the first screen of

 

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their principal displays in certain circumstances. In addition, to prevent parent carriers of GDSs from hindering competition from other GDSs, parent carriers will continue to be required to provide other GDSs with the same information on their transport services and to accept bookings from another GDS.

There are also GDS regulations in Canada, under the regulatory authority of the Canadian Department of Transport. Under the present regulations, Air Canada, the dominant Canadian airline, could choose distribution channels that it owns and controls or distribution through another GDS rather than through our GDS. Under its agreement with us, Air Canada may not renew its distribution in our GDS.

In 2010, new Civil Aviation Requirements were issued by the Government of India to regulate Computer Reservations Systems operating in India for the purpose of displaying or selling air services, to promote fair competition in the airline sector and to ensure that consumers do not receive inaccurate or misleading information on airline services.

On October 1, 2012, the Interim Regulations on Administering the Permit of Direct Access to and Use of Foreign Computer Reservation System by Foreign Airlines’ Agents in China were published by the Civil Aviation Administration of China (“CAAC”) and became effective on that date. The key element of the new regulations is the introduction of a permit scheme whereby foreign airlines are able to apply to CAAC for approval to allow Chinese-based travel agents to access their nominated foreign CRS provider’s system for the purpose of making international bookings.

We are also subject to regulations affecting issues such as telecommunications and exports of technology.

Privacy and Data Protection Regulations

Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Many states in the United States have introduced legislation or enacted laws and regulations that provide for penalties for failure to notify customers when security is breached, even by third parties.

Many countries have enacted or are considering legislation to regulate the protection of private information of consumers. In the United States, significant legislation is pending at the state and federal level. We cannot predict whether any of the proposed privacy legislation currently pending will be enacted and what effect, if any, it would have on our business.

A primary source of privacy regulations to which our operations are subject is the E.U. Data Protection Directive 95/46/EC of the European Parliament and Council (October 24, 1995). Pursuant to this Directive, individual countries within the E.U. have specific regulations related to the trans-border dataflow of personal information (i.e., sending personal information from one country to another). The E.U. Data Protection Directive requires companies doing business in E.U. member states to comply with its standards. It provides for, among other things, specific regulations requiring all non-E.U. countries doing business with E.U. member states to provide adequate data privacy protection when processing personal data from any of the E.U. member states. The E.U. has enabled several means for U.S.-based companies to comply with the E.U. Data Protection Directive, including a voluntary safe-harbor arrangement and a set of standard form contractual clauses for the transfer of personal data outside of Europe. We most recently completed self-certification for our GDS data processing under this safe-harbor arrangement on February 12, 2013. In January 2012, the European Commission issued a draft data protection regulation intended to replace this Directive, and we are monitoring developments in this rulemaking.

The CRS Regulations in force in Europe also incorporate personal data protection provisions that, among other things, classify GDSs as data controllers under the E.U. Data Protection Directive. The data protection provisions contained in the CRS Regulations are complementary to E.U. national and international data protection and privacy laws.

Many other countries have adopted data protection regimes. An example is Canada’s Personal Information and Protection of Electronic Documents Act (“PIPEDA”). PIPEDA provides Canadian residents with privacy protections with regard to transactions with businesses and organizations in the private sector. PIPEDA recognizes the need of organizations to collect, use and share personal information and establishes rules for handling personal information.

 

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Iran Sanctions Disclosure

The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Exchange Act.

As part of our global business in the travel industry, we provide certain passenger travel-related GDS and airline IT services to Iran Air. We also provide certain airline IT services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

The gross revenue and net profit attributable to these activities in 2012 were approximately $127,000 and $45,000, respectively.

TRW Automotive Holdings Corp. (“TRW”), which may be considered an affiliate of The Blackstone Group, has publicly filed the disclosure reproduced below in its annual report on Form 10-K filed with the SEC on February 15, 2013 as required by Section 13(r) of the Exchange Act. We have no involvement in, or control over, the activities of TRW, any of its predecessor companies or any of its subsidiaries; however, because both we and TRW are controlled by The Blackstone Group, we may be considered an “affiliate” of TRW for the purposes of Section 13(r) of the Exchange Act. We have not independently verified or participated in the preparation of the disclosure by TRW.

TRW Disclosure: “Pursuant to Section 13(r)(1)(D)(iii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we note that in 2012 certain of our non-U.S. subsidiaries sold products to customers that could be affiliated with, or deemed to be acting on behalf of, the Industrial Development and Renovation Organization, which has been designated as an agency of the Government of Iran. Gross revenue attributable to such sales was approximately $8,326,000, and net profit from such sales was approximately $377,000. Although these activities were not prohibited by U.S. law at the time they were conducted, our subsidiaries have discontinued their dealings with such customers, other than limited wind-down activities (which are permissible), and we do not otherwise intend to continue or enter into any Iran-related activity.”

 

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ITEM 1A.     RISK FACTORS

You should carefully consider the risks described below and other information set forth in this Annual Report on Form 10-K. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting us in each of these categories of risk. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Risks Relating to Our Business

Market and Industry Risks

Our revenue is derived from the global travel industry and a prolonged or substantial decrease in global travel volume, particularly air travel, as well as other industry trends, could adversely affect us.

Our revenue is derived from the global travel industry. As a result, our revenue is directly related to the overall level of travel activity, particularly air travel volume, and is therefore significantly impacted by declines in, or disruptions to, travel in any region due to factors entirely outside of our control. Such factors include:

 

   

global security issues, political instability, acts or threats of terrorism, hostilities or war and other political issues that could adversely affect global air travel volume;

 

   

epidemics or pandemics, such as H1N1 “swine” flu, avian flu and Severe Acute Respiratory Syndrome (“ SARS” );

 

   

natural disasters, such as hurricanes, volcanic activity and resulting ash clouds, earthquakes and tsunamis, such as the March 2011 disaster in Japan;

 

   

general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume, such as the crisis in the global credit and financial markets, diminished liquidity and credit availability, declines in consumer confidence and discretionary income, declines in economic growth, increases in unemployment rates and uncertainty about economic stability;

 

   

the financial condition of travel suppliers, including airlines and hotels, and the impact of any changes such as airline bankruptcies, including of American Airlines, or consolidations on the cost and availability of air travel and hotel rooms;

 

   

changes to laws and regulations governing the airline and travel industry and the adoption of new laws and regulations detrimental to operations, including environmental and tax laws and regulations, including the recent carbon emissions reduction targets for flights to and from the European Union area in 2013;

 

   

fuel price escalation;

 

   

work stoppages or labor unrest at any of the major airlines or other travel suppliers or at airports;

 

   

increased security, particularly airport security that could reduce the convenience of air travel;

 

   

travelers’ perception of the occurrence of travel-related accidents, of the environmental impact of air travel, particularly in regards to CO 2 emissions, or of the scope, severity and timing of the other factors described above; and

 

   

changes in occupancy achieved by hotels.

If there were to be a prolonged substantial decrease in travel volume, particularly air travel volume, for these or any other reason, it would have an adverse impact on our business, financial condition and results of operations.

 

 

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The travel industry may not recover from the recent global financial crisis and recession to the extent anticipated or may not grow in line with long-term historical trends following any recovery.

As a participant in the global travel industry, our business and operating results are impacted by global economic conditions, including the European debt crisis, a slowdown in growth of the Chinese economy, a prolonged slow economic recovery in Japan and a general reduction in net disposable income as a result of fiscal measures adopted by countries to address high levels of budgetary indebtedness, which may adversely affect our business, results of operations and financial condition. In our industry, the recent financial crisis and global recession have resulted in higher unemployment, a decline in consumer confidence, large-scale business failures and tightened credit markets. As a result, the global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced a cyclical downturn. A continuation of recent adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, particularly the expected rise in the price of crude oil, and other matters could reduce discretionary spending further and cause the travel industry to continue to contract. In addition, the global economy may not recover as quickly or to the extent anticipated, and consumer spending on leisure travel and business spending on corporate travel may not increase despite improvement in economic conditions. As a result, our business may not benefit from a broader macroeconomic recovery, which could adversely affect our business, financial condition or results of operations.

We have significant operations in Europe which may be adversely impacted by the eurozone crisis.

We own and operate subsidiaries in substantially all of the countries in the eurozone. Due to the deterioration of credit and economic conditions in the eurozone, the future of the euro is uncertain. Certain countries in which we operate, including Greece and Portugal, have received financial aid packages from the E.U. in the form of loans and restructuring of their sovereign debt and have introduced comprehensive fiscal austerity measures.

It is possible that certain eurozone countries could leave the euro currency in the future. The resulting macroeconomic impact of this remains unknown. For the year ended December 31, 2012, we recorded segments and revenue of 20 million and $143 million, respectively, within the southern eurozone countries, which are comprised of Greece, Italy, Spain and Portugal. This represents approximately 7% of our net revenue for the year ended December 31, 2012.

In addition, we have assets included in our balance sheet as of December 31, 2012 totaling $65 million for these countries, including amounts due from the Greek and Italian governments, in the form of value added tax refunds of approximately $37 million. This represents approximately 2% of our total asset value as of December 31, 2012.

Almost all of our accounts receivable balances resulting from our transaction processing revenue from these countries are settled in US dollars through the International Airline Clearing House and are usually received within four weeks after invoicing.

The travel industry is highly competitive, and we are subject to risks relating to competition that may adversely affect our performance.

Our business operates in highly competitive industries. If we cannot compete effectively, we may lose share to our competitors, which may adversely affect our financial performance. Our continued success depends, to a large extent, upon our ability to compete effectively in industries that contain numerous competitors, some of which may have significantly greater financial, marketing, personnel and other resources than us.

Our GDS has two different primary categories of customers, namely travel suppliers, which provide travel content to our GDS, and travel agencies, which shop for and book that content on behalf of end customers. The inter-dependence of effectively serving these customer groups, and the resulting network effects, may impact our ability to attract customers. If we are unable to attract a sufficient number of travel suppliers to provide comprehensive travel content, our ability to service travel agencies will be adversely impacted. Conversely, if we are unable to attract or retain a sufficient number of travel agencies, our ability to maintain our large base of travel suppliers and attract new travel suppliers will be impaired.

 

 

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In addition to supplying sufficient content, the ability of our GDS to attract travel agencies is dependent on the development of new products to enhance our GDS platform and on the provision of adequate financial incentives to travel agencies. Competition to attract travel agencies is particularly intense as travel agencies, particularly larger ones, are dual automated (meaning they subscribe to more than one GDS at any given time). We also have had to, and expect that it will continue in certain circumstances to be necessary to, increase financial assistance to travel agencies in connection with renewals of their contracts, which may in the future reduce margins. If travel agencies are dissatisfied with our GDS platforms or we do not pay adequate commissions or provide other incentives to travel agencies to remain competitive, our GDS may lose a number of travel agency customers.

Our GDS competes against other traditional GDSs operated by Amadeus, Sabre, regional participants such as Abacus, as well as against alternative distribution technologies. Our GDS also competes against direct distribution of travel content by travel suppliers, such as airlines, hotels and car rental companies, many of which distribute all or part of their inventory directly through their own travel distribution websites (known as “supplier.com websites”). In addition, our GDS competes against travel suppliers that supply content directly to travel agencies as well as new companies in the GDS industry that are developing distribution systems without the large technology investment and network costs of a traditional GDS. The revolutionary emergence of mobile applications that link directly to suppliers may create a vigorous source of new competition that bypasses the GDS industry.

For the year ended December 31, 2012, we accounted for 26% of global GDS-processed air segments. Our share of the GDS industry has been impacted by (i) our acquisition of Worldspan in 2006, (ii) growth in the online travel agent channel compared to traditional travel agencies, particularly in Europe, where our products and services for online travel agencies during the period were less competitive, and (iii) our strategic decision to transition from an NDC operating model in certain Middle Eastern countries to using SMOs, resulting in improved margins but reduced segment volumes. Although we have taken steps to address these developments, our GDS could continue to lose share or may fail to increase our share of GDS bookings.

The Airline IT Solutions sector of the travel industry is highly fragmented. We compete with airlines that run applications in-house and multiple external providers of IT services. Competition within the IT services industry is segmented by the type of service offering. For example, reservations and other system services competitors include Amadeus, HP Enterprise Services, Navitaire Inc., Sabre, Unisys Corporation, ITA and SITA, as well as airlines that provide the services and support for their own internal reservation system services and also host external airlines. Our ability to market business intelligence products is dependent on our perceived competitive position and the value of the information obtained through our GDS, particularly compared to PaxIS, an IATA product, and products distributed by Amadeus and Sabre.

Increased competition may result in reduced operating margins, as well as loss of share and brand recognition. We may not be able to compete successfully against current and future competitors, and competitive pressures we face could have a material adverse effect on our business, financial condition or results of operations.

If we fail to develop and deliver new innovative products or enhance our existing products and services in a timely and cost-effective manner in response to rapid technological change and customer demands, our business will suffer.

Our industry is subject to constant and rapid technological change and product obsolescence as customers and competitors create new and innovative products and technologies. Products or technologies developed by our competitors may render our products or technologies obsolete or noncompetitive. We must develop innovative products and services and enhance our existing products and services to meet rapidly evolving demands to attract travel agencies. The development process to design leading, sustainable and desirable products to generate new revenue streams and profits is lengthy and requires us to accurately anticipate technological changes and business trends. Developing and enhancing these products is uncertain and can be time-consuming, costly and complex. If we do not continue to develop innovative products that are in demand by our customers, we may be unable to maintain existing customers or attract new customers. Customer and business requirements can change during

 

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the development process. There is a risk that these developments and enhancements will be late, fail to meet customer or business specifications, not be competitive with products or services from our competitors that offer comparable or superior performance and functionality or fail to generate new revenue streams and profits. Our business will suffer if we fail to develop and introduce new innovative products and services or product and service enhancements on a timely and cost-effective basis.

Trends in pricing and other terms of agreements among airlines and travel agencies have become less favorable to us, and a further deterioration may occur in the future which could reduce our revenue and margins.

A significant portion of our revenue is derived from fees paid by airlines for bookings made through our GDS. Airlines have sought to reduce or eliminate these fees in an effort to reduce distribution costs. One manner in which they have done so is to differentiate the content, in this case, the fares and inventory, that they provide to us and to our GDS competitors from the content that they distribute directly themselves. In these cases, airlines provide some of their content to GDSs, while withholding other content, such as lower cost web fares, for distribution via their own supplier.com websites unless the GDSs agree to participate in a cost reduction program. Certain airlines have also threatened to withdraw content, in whole or in part, from an individual GDS as a means of obtaining lower booking fees or, alternatively, to charge the GDS to access their lower cost web fares or charge travel agencies for bookings generated in a GDS. Airlines also have aggressively expanded their use of the direct online distribution model for tickets in the United States and in Europe. There also has been an increase in the number of airlines which have introduced unbundled, “à la carte” sales and optional services, such as fees for checked baggage or premium seats, which threaten to further fragment content and disadvantage GDS by making it more difficult to deliver a platform that allows travel agencies to shop for a single, “all-inclusive” price for travel.

We have entered into full-content agreements with most major carriers in the Americas and Europe, and a growing number of carriers in the Middle East and Africa, which provides us with access to the full scope of public fares and inventory which the carriers generally make available through direct channels, such as their own supplier.com websites, with a contract duration usually ranging from three to seven years. In addition, we have entered into agreements with most major carriers in the Asia Pacific region which provide us with access to varying levels of their content. We may not be able to renew these agreements on a commercially reasonable basis or at all. If we are unable to renew these agreements, we may be disadvantaged compared to our competitors, and our financial results could be adversely impacted. The full-content agreements have required us to make significant price concessions to the participating airlines. If we are required to make additional concessions to renew or extend the agreements, it could result in an increase in our expenses and have a material adverse effect on our business, financial condition or results of operations. Moreover, as existing full-content agreements come up for renewal, there is no guarantee that the participating airlines will continue to provide their content to us to the same extent or on the same terms as they do now. For example, our full-content agreement with American Airlines expired in early 2013, and our full content agreements with other airlines representing approximately 18% of transaction processing revenue for the year ended December 31, 2012 are up for renewal or are potentially terminable by such carriers in 2013. In addition, certain full-content agreements may be terminated earlier pursuant to the specific terms of each agreement. A substantial reduction in the amount of content received from the participating airlines or changes in pricing options could also negatively affect our competitive positioning, revenue and financial condition. Although we continue to have participation agreements with these airline suppliers, in which they have agreed to participate in our GDSs, a material adverse impact on our business may occur if these agreements are terminated and we are unable to reach agreement with such carriers regarding new full content agreements.

In addition, GDSs have implemented, in some countries, an alternative business and financial model, generally referred to as the “opt-in” model, for travel agencies. Under the “opt-in” model, travel agencies are offered the opportunity to pay a fee to the GDS or to agree to a reduction in the financial incentives to be paid to them by the GDS in order to be assured of having access to full content from participating airlines or to avoid an airline-imposed surcharge on GDS-based bookings. There is pressure on GDSs to provide highly competitive terms for such “opt-in” models as many travel agencies are dual automated, subscribing to more than one GDS at any given time. The “opt-in” model has been introduced in a number of situations in parallel with full-content

 

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agreements between us and certain airlines to recoup certain fees from travel agencies and to offset some of the discounts provided to airlines in return for guaranteed access to full content. The rate of adoption by travel agencies, where “opt-in” has been implemented, has been very high. If airlines require further discounts in connection with guaranteeing access to full content and in response thereto the “opt-in” model becomes widely adopted, we could receive lower fees from the airlines. These lower fees are likely to be only partially offset by new fees paid by travel agencies and/or reduced inducement payments to travel agencies, which would adversely affect our results of operations. In addition, if travel agencies choose not to opt in, such travel agencies would not receive access to full content without making further payment, which could have an adverse effect on the number of segments booked through our GDS.

The level of fees and commissions we pay to travel agencies is subject to continuous competitive pressure as we renew our agreements with them. If we are required to pay higher rates of commissions, it will adversely affect our margins.

We may not be able to protect our technology effectively, which would allow competitors to duplicate our products and services and could make it more difficult for us to compete with them.

Our success and ability to compete depend, in part, upon our technology and other intellectual property, including our brands. Among our significant assets are our software and other proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions to protect these assets. Our software and related documentation are protected principally under trade secret and copyright laws, which afford only limited protection. Unauthorized use and misuse of our technology and other intellectual property could have a material adverse effect on our business, financial condition or results of operations, and there can be no assurance that our legal remedies would adequately compensate us for the damage caused by unauthorized use.

Intellectual property challenges have been increasingly brought against members of the travel industry. We have in the past, and may in the future, need to take legal action to enforce our intellectual property rights, to protect our intellectual property or to determine the validity and scope of the proprietary rights of others. Any future legal action might result in substantial costs and diversion of resources and the attention of our management.

We depend on our supplier relationships, and adverse changes in these relationships or our inability to enter into new relationships could negatively affect our access to travel offerings and reduce our revenue.

We rely significantly on our relationships with airlines, hotels and other travel suppliers to enable us to offer our customers comprehensive access to travel services and products. Adverse changes in any of our relationships with travel suppliers or the inability to enter into new relationships with travel suppliers could reduce the amount of inventory that we are able to offer through our GDS, and could negatively impact the availability and competitiveness of travel products we offer. Our arrangements with travel suppliers may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact revenue. Our top fifteen air travel suppliers by revenue, combined, accounted for approximately 40% of our revenue from GDS transaction processing for the year ended December 31, 2012.

Travel suppliers are increasingly focused on driving online demand to their own supplier.com websites and may cease to supply us with the same level of access to travel inventory in the future. For example, in December 2010, Delta Air Lines decided to cease selling its tickets through certain online websites. In addition, some LCCs historically have not distributed content through us or other third-party intermediaries. If the airline industry continues to shift from a full-service carrier model to a low-cost one, this trend may result in more carriers moving ticket distribution systems in-house and a decrease in the demand for our products.

We are in continuous dialogue with our major hotel suppliers about the nature and extent of their participation in our GDS. If hotel occupancy rates improve to the point that our hotel suppliers no longer place the same value on our GDS, such suppliers may reduce the amount of inventory they make available through our GDS or the amount we are able to earn in connection with hotel transactions. A significant reduction on the part

 

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of any of our major suppliers of their participation in our GDS for a sustained period of time or a supplier’s complete withdrawal could have a material adverse effect on our business, financial condition or results of operations.

Our business is exposed to customer credit risk, against which we may not be able to protect ourselves fully.

Our business is subject to the risks of non-payment and non-performance by travel suppliers and travel agencies which may fail to make payments according to the terms of their agreements with us. For example, a small number of airlines that do not settle payment through IATA’s billing and settlement provider have, from time to time, not made timely payments for bookings made through our GDS. We manage our exposure to credit risk through credit analysis and monitoring procedures, and sometimes use credit agreements, prepayments, security deposits and bank guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, our business, financial condition or results of operations may be adversely affected.

Some of our customers, NDCs counterparties and suppliers may be highly leveraged, not well capitalized and subject to their own operating, legal and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. A lack of liquidity in the capital markets or the continued weak performance in the economy may cause our customers to increase the time they take to pay or to default on their payment obligations, which could negatively affect our results. In addition, continued weakness in the economy could cause some of our customers to become illiquid, delay payments, or could adversely affect collection on their accounts, which could result in a higher level of bad debt expense.

Travel suppliers are seeking alternative distribution models, including those involving direct access to travelers, which may adversely affect our results of operations.

Travel suppliers are seeking to decrease their reliance on third-party distributors, including GDS, for distribution of their content. For example, some travel suppliers have created or expanded efforts to establish commercial relationships with online and traditional travel agencies to book travel with those suppliers directly, rather than through a GDS. Mobile applications that connect directly to suppliers are emerging at a rapid pace. Many airlines, hotels, car rental companies and cruise operators have also established or improved their own supplier.com websites, and may offer incentives such as bonus miles or loyalty points, lower or no transaction or processing fees, priority waitlist clearance or e-ticketing for sales through these channels. In addition, metasearch travel websites facilitate access to supplier.com websites by aggregating the content of those websites. Due to the combined impact of direct bookings with the airlines, supplier.com websites and other non-GDS distribution channels, the percentage of air bookings made without the use of a GDS at any stage in the chain between suppliers and end-customers may continue to increase. In addition, efforts by other major airlines to encourage our subscribers to book directly rather than through our GDS could adversely affect our results of operations.

Furthermore, recent trends towards disintermediation in the global travel industry could adversely affect our GDS business. For example, airlines have made some of their offerings unavailable to unrelated distributors, or made them available only in exchange for lower distribution fees. Some low cost carriers distribute exclusively through direct channels, bypassing GDS and other third-party distributors completely and, as a whole, have increased their share of bookings in recent years, particularly in short-haul travel. In addition, several travel suppliers have formed joint ventures or alliances that offer multi-supplier travel distribution websites. Finally, some airlines are exploring alternative global distribution methods developed by new entrants to the global distribution marketplace. Such new entrants propose technology that is purported to be efficient, which they claim enables the distribution of airline tickets in a manner that is more cost-effective to the airline suppliers because no or lower inducement payments are paid to travel agencies. If these trends lead to lower participation by airlines and other travel suppliers in our GDS, then our business, financial condition or results of operations could be materially adversely affected.

In addition, given the diverse and growing number of alternative travel distribution channels, such as supplier.com websites and direct connect channels between travel suppliers and travel agencies, as well as new

 

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technologies, such as mobile applications, that allow travel agencies and consumers to bypass a GDS, increases in travel volumes, particularly air travel, may not translate in the same proportion to increases in volume passing through our GDS, and we may therefore not benefit from a cyclical recovery in the travel industry to a similar extent as other industry participants.

We rely on third-party national distribution companies to market our GDS services in certain regions.

Our GDS utilizes third-party, independently owned and managed NDCs to market GDS products and distribute and provide GDS services in certain countries, including Austria, India, Kuwait, Lebanon, Pakistan, Syria, Turkey, Kazakhstan and Yemen, as well as many countries in Africa. In Asia, where many national carriers own one of our regional competitors, we often use local companies to act as NDCs. In the Middle East, in conjunction with the termination of an NDC agreement on December 31, 2008, we established our own sales and marketing organizations in the United Arab Emirates, Saudi Arabia and Egypt and entered into new NDC relationships with third parties in other countries.

We rely on our NDCs and the manner in which they operate their business to develop and promote our global business. Our top ten NDCs generated approximately $194 million (11%) of our revenue for the year ended December 31, 2012. We pay each of our NDCs a commission relative to the number of segments booked by subscribers with which the NDC has a relationship. The NDCs are independent business operators, are not our employees and we do not exercise management control over their day-to-day operations. We provide training and support to the NDCs, but the success of their marketing efforts and the quality of the services they provide is beyond our control. If they do not meet our standards for distribution, our image and reputation may suffer materially, and sales in those regions could decline significantly. In addition, any interruption in these third-party services or deterioration in their performance could have a material adverse effect on our business, financial condition or results of operations.

Consolidation in the travel industry may result in lost bookings and reduced revenue.

Consolidation among travel suppliers, including airline mergers and alliances, may increase competition from distribution channels related to those travel suppliers and place more negotiating leverage in the hands of those travel suppliers to attempt to lower booking fees further and to lower commissions. Examples include Delta Air Lines, Inc.’s acquisition of Northwest Airlines Corp., the merger of United and Continental Airlines, Lufthansa’s acquisition of Swiss International, Brussels Airlines and Austrian Airlines, Air France’s acquisition of KLM, the acquisition of AirTran Airways by Southwest Airlines and the merger of British Airways and Iberia and the proposed merger of American Airlines and US Airways. In addition, cooperation has increased within the Oneworld, SkyTeam and Star alliances. Changes in ownership of travel agencies may also cause them to direct less business towards us. If we are unable to compete effectively, competitors could divert travel suppliers and travel agencies away from our travel distribution channels, which could adversely affect our results of operations. Mergers and acquisitions of airlines may also result in a reduction in total flights and overall passenger capacity, which may adversely impact the ability of our business to generate revenue.

Consolidation among travel agencies and competition for travel agency customers may also adversely affect our results of operations, since we compete to attract and retain travel agency customers. Reductions in commissions paid by some travel suppliers, such as airlines, to travel agencies contribute to travel agencies having a greater dependency on traveler-paid service fees and GDS-paid inducements and may contribute to travel agencies consolidating. Consolidation of travel agencies increases competition for these travel agency customers and increases the ability of those travel agencies to negotiate higher GDS-paid inducements. In addition, a decision by airlines to surcharge the channel represented by travel agencies, for example, by surcharging fares booked through travel agencies or passing on charges to travel agencies, could have an adverse impact on our business, particularly in regions in which our GDS is a significant source of bookings for an airline choosing to impose such surcharges. To compete effectively, we may need to increase inducements, pre-pay inducements or increase spending on marketing or product development.

In addition, any consolidation among the airlines for which we provide IT hosting systems could impact our Airline IT Solutions business depending on the manner of any such consolidation and the hosting system on

 

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which the airlines choose to consolidate. For example, the integration of United and Continental resulted in United providing us with notice of termination of the master services agreement for the Apollo reservations system operated by us for United. The integration of the United-Continental systems was completed in early March 2012, and we no longer service United’s reservation system. The loss of the Master Services Agreement with United Airlines contributed approximately $69 million and $50 million to the decline in net revenue and EIBTDA, respectively, for the year ended December 31, 2012.

Operational Risks

We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend upon the use of sophisticated information technologies and systems, including technologies and systems utilized for reservation systems, communications, procurement and administrative systems. As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure to offer an increasing number of customers and travel suppliers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. Our future success also depends on our ability to adapt to rapidly changing technologies in our industry, particularly the increasing use of internet-based products and services, to change our services and infrastructure so they address evolving industry standards and to improve the performance, features and reliability of our services in response to competitive service and product offerings and the evolving demands of the marketplace. We have recently introduced a number of new products and services, such as Travelport Universal Desktop, Travelport Smartpoint App and next generation search and shopping functions. If there are technological impediments to introducing or maintaining these or other products and services, or if these products and services do not meet the requirements of our customers, our business, financial condition or results of operations may be adversely affected.

It is possible that, if we are not able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective manner, our business and operations could be materially adversely affected. Also, we may not achieve the benefits anticipated or required from any new technology or system, or be able to devote financial resources to new technologies and systems in the future.

We rely primarily on a single data center to conduct our business.

Our business, which utilizes a significant amount of our information technology, and the financial business systems rely on computer infrastructure primarily housed in our data center near Atlanta, Georgia, to conduct its business. In the event the operations of this data center suffer any significant interruptions or the GDS data center becomes significantly inoperable, such event would have a material adverse impact on our business and reputation and could result in a loss of customers. Although we have taken steps to strengthen physical and information security and add redundancy to this facility, the GDS data center could be exposed to damage or interruption from fire, natural disaster, power loss, war, acts of terrorism, plane crashes, telecommunications failure, computer malfunctions, unauthorized entry, IT hacking and computer viruses. The steps we have taken and continue to take to prevent system failure and unauthorized transaction activity may not be successful. Our limited use of backup and disaster recovery systems may not allow us to recover from a system failure fully, or on a timely basis, and our property and business insurance may not be adequate to compensate us for all losses that may occur.

We may not effectively integrate or realize anticipated benefits from future acquisitions.

In the future, we may enter into other acquisitions and investments, including NDCs or joint ventures, based on assumptions with respect to operations, profitability and other matters that could subsequently prove to be incorrect. Furthermore, we may fail to successfully integrate any acquired businesses or joint ventures into our operations. If future acquisitions, significant investments or joint ventures do not perform in accordance with our expectations or are not effectively integrated, our business, operations or profitability could be adversely affected.

 

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System interruptions, attacks and slowdowns may cause us to lose customers or business opportunities or to incur liabilities.

If we are unable to maintain and improve our IT systems and infrastructure, this might result in system interruptions and slowdowns. In the event of system interruptions and/or slow delivery times, prolonged or frequent service outages or insufficient capacity which impedes us from efficiently providing services to our customers, we may lose customers and revenue or incur liabilities. In addition, our information technologies and systems are vulnerable to damage, interruption or fraudulent activity from various causes, including:

 

   

power losses, computer systems failure, internet and telecommunications or data network failures, operator error, losses and corruption of data and similar events;

 

   

computer viruses, penetration by individuals seeking to disrupt operations, misappropriate information or perpetrate fraudulent activity and other physical or electronic breaches of security;

 

   

the failure of third-party software, systems or services that we rely upon to maintain our own operations; and

 

   

natural disasters, wars and acts of terrorism.

In addition, we may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems, or any substantial loss of data, could significantly curtail our ability to conduct our business and generate revenue. We could incur financial liability from fraudulent activity perpetrated on our systems.

We are dependent upon software, equipment and services provided by third parties.

We are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our business. In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the provision and/or management of software, equipment or services are terminated, we may not be able to find alternative services, equipment or software on a timely basis or on commercially reasonable terms, or at all, or be able to do so without significant cost or disruptions to our business, and our relationships with our customers may be adversely impacted. We have experienced occasional system outages arising from services that were provided by one of our key third-party providers. Our failure to secure agreements with such third parties, or of such third parties to perform under such agreements, may have a material adverse effect on our business, financial condition or results of operations.

We provide IT services to travel suppliers, primarily airlines, and any adverse changes in these relationships could adversely affect our business.

We provide hosting solutions and IT subscription services to airlines and the technology companies that support them. We host and manage the reservations systems of six airlines worldwide, including Delta, and provide IT subscription services for mission-critical applications in fares, pricing and e-ticketing, directly and indirectly, to 263 airlines and airline ground handlers. Adverse changes in our relationships with our IT and hosting customers or our inability to enter into new relationships with other customers could affect our business, financial condition and results of operations. Our arrangements with our customers may not remain in effect on current or similar terms and this may negatively impact revenue. In addition, if any of our key customers enters bankruptcy, liquidates or does not emerge from bankruptcy, our business, financial condition or results of operations may be adversely affected.

Delta, one of our largest IT services customers, completed its acquisition of Northwest, another of our largest IT services customers. As part of their integration, Delta and Northwest migrated to a common IT platform and have reduced needs for our IT services after the integration. As a result of the integration of Delta’s and Northwest’s operations, which we managed, in 2010, the revenue and EBITDA attributable to contracts with these airlines, which include Airline IT Solutions and transaction processing services, decreased for the year

 

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ended December 31, 2011 by approximately $22 million and $15 million, as compared to the year ended December 31, 2010 respectively.

In December 2010, United provided us with notice of termination of the master services agreement for the Apollo reservations system operated by us for United. The integration of the United-Continental systems was completed in early March 2012, and we no longer service United’s reservation system. The loss of the master services agreement with United Airlines contributed approximately $69 million and $50 million to the decline in net revenue and EBITDA, respectively, for the year ended December 31, 2012.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, evolving security standards, differing views of personal privacy rights or security breaches.

In the processing of our travel transactions, we receive and store a large volume of personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal information. It is also subject to evolving security standards for credit card information that is collected, processed and transmitted.

We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. For example, government agencies in the United States have implemented initiatives to enhance national and aviation security in the United States, including the Transportation Security Administration’s Secure Flight program and the Advance Passenger Information System of U.S. Customs and Border Protection. These initiatives primarily affect airlines. However, to the extent that the airlines determine the need to define and implement standards for data that is either not structured in a format we use or is not currently supplied by our businesses, we could be adversely affected. In addition, the E.U. and other governments are considering the adoption of passenger screening and advance passenger systems similar to the U.S. programs. This may result in conflicting legal requirements with respect to data handling and, in turn, affect the type and format of data currently supplied by our business.

Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection have become more sensitive issues, we may also become exposed to potential liabilities in relation to our handling, use and disclosure of travel-related data, as it pertains to individuals, as a result of differing views on the privacy of such data. These and other privacy concerns, including security breaches, could adversely impact our business, financial condition and results of operations.

We are exposed to risks associated with online commerce security.

The secure transmission of confidential information over the internet is essential in maintaining travel supplier and travel agency confidence in our services. Substantial or ongoing data security breaches, whether instigated internally or externally on our system or other internet-based systems, could significantly harm our business. Our travel suppliers currently require end customers to guarantee their transactions with their credit card online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential end customer information, including credit card numbers. It is possible that advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology that we use to protect customer transaction data.

We incur substantial expense to protect against security breaches and their consequences. However, our security measures may not prevent data security breaches. We may be unsuccessful in implementing remediation plans to address potential exposures. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our data security systems could also obtain proprietary information or cause significant interruptions in our operations. Security breaches could also damage our reputation and expose us to a risk of loss or litigation and possible liability. Security breaches could also cause our current and potential travel suppliers and travel agencies to lose confidence in our data security, which would have a negative effect on the demand for our products and services.

 

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We have been the target of data security attacks and may experience attacks in the future. Although we have managed to substantially counter these attacks and minimize our exposure, there can be no assurances that we will be able to successfully counter and limit any such attacks in the future.

We are subject to additional risks as a result of having global operations.

We have customers in over 170 countries. As a result of having global operations, we are subject to numerous risks. At any given time, one or more of the following principal risks may apply to any or all of countries in which are services are provided:

 

   

delays in the development, availability and use of the internet as a communication, advertising and commerce medium;

 

   

difficulties in staffing and managing operations due to distance, time zones, language and cultural differences, including issues associated with establishing management systems infrastructure;

 

   

differences and changes in regulatory requirements, including anti-bribery rules, data privacy requirements, labor laws and anti-competition regulations;

 

   

exposure to local economic and political conditions;

 

   

changes in tax laws and regulations, and interpretations thereof;

 

   

increased risk of piracy and limits on our ability to enforce our intellectual property rights, particularly in the MEA region and Asia;

 

   

diminished ability to enforce our contractual rights;

 

   

exchange rate fluctuations and cost and risks inherent in hedging such exposures; and

 

   

withholding and other taxes on remittances and other payments by subsidiaries.

Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operations and future growth.

We depend significantly on the continued services and performance of our senior management, particularly our professionals with experience in the GDS industry. Any of these individuals may choose to terminate their employment with us at any time, subject to any notice periods. If unexpected leadership turnover occurs without adequate succession plans, the loss of the services of any of these individuals, or any negative perceptions of our business as a result of those losses, could damage our brand image and our business. The specialized skills we require are difficult and time-consuming to acquire and, as a result, such skills are and are expected to remain in limited supply. It requires a long time to hire and train replacement personnel. An inability to hire, train and retain a sufficient number of qualified employees or ensure effective succession plans for critical positions could materially hinder our business by, for example, delaying our ability to bring new products and services to market or impairing the success of our operations. Even if we are able to maintain our employee base, the resources needed to attract and retain such employees may adversely affect our business, financial condition or results of operations.

We are effectively controlled by The Blackstone Group L.P., our Sponsor, and certain actions by us require the approval of our New Shareholders, each of which may result in conflicts of interest with us or the holders of our bonds in the future.

Investment funds associated with, or designated by, the Sponsor together are the largest beneficial owner of the outstanding voting shares of our ultimate parent company. As a result of this ownership, the Sponsor is entitled to elect the majority of our directors, to appoint new management and to approve actions requiring the approval of the holders of its outstanding voting shares as a single class, subject to the approval of the New Shareholders for certain actions, including adopting most amendments to our bye-laws and approving or rejecting proposed mergers or sales of all or substantially all of our assets, regardless of whether noteholders

 

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believe that any such transactions are in their own best interests. Through its effective control of our ultimate parent company, the Sponsor effectively controls us and all of our subsidiaries.

The Shareholders’ Agreement, dated as of October 3, 2011, among us, the New Shareholders, certain investment funds associated with or designated by the Sponsor and others, also provides the New Shareholders with certain rights with respect to our governance. The Shareholders’ Agreement entitles the New Shareholders to designate two of our directors and also requires the approval of the New Shareholders before we can undertake certain actions, including certain issuances of equity securities, change of control transactions and certain amendments to our bye-laws.

The interests of the Sponsor and the New Shareholders may differ from those of our noteholders in material respects. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Sponsor and its affiliates and the New Shareholders, as equity holders, might conflict with the interests of our noteholders. The Sponsor and its affiliates or some of the New Shareholders may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to our noteholders. Additionally, the indentures governing the notes permit us to pay advisory fees, dividends or make other restricted payments under certain circumstances, and the Sponsor or a New Shareholder may have an interest in our doing so.

The Sponsor and its affiliates and many of the New Shareholders are in the business of making investments in companies, and may from time to time in the future, acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. The Sponsor or one or more of the New Shareholders may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsor continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Sponsor will continue to be able to strongly influence or effectively control our decisions.

We may not successfully realize our expected cost savings.

We may not be able to realize our expected cost savings, in whole or in part, or within the time frames anticipated. Our cost savings and efficiency improvements are subject to significant business, economic and competitive uncertainties, many of which are beyond our control. We are pursuing a number of initiatives to further reduce operating expenses, including converging our underlying operating platforms, migrating mainframe technology to open systems, tightening integration of applications development and the simplification of internal systems and processes. The outcome of these initiatives is uncertain and they may take several years to yield any efficiency gains, or not at all. Failure to generate anticipated cost savings from these initiatives may adversely affect our profitability.

Financial and Taxation Risks

We have a substantial level of indebtedness which may have an adverse impact on us.

We are highly leveraged. As of December 31, 2012, our total indebtedness was $3,430 million, including $1,485 million of term loans under our senior secured credit agreement, $171 million of term loans under our 2012 secured credit agreement, $225 million of second priority secured notes and approximately $1,433 million of senior and senior subordinated notes. Of these amounts, $1,485 million of term loans under our senior secured credit agreement are due August 2015, and $171 million of term loans are due November 2015. Senior notes of $752 million will mature in September 2014, and $250 million of senior notes will mature in March 2016. If the senior notes due in 2014 are not repaid or refinanced prior to May 2014, the term loans under our senior secured credit agreement and the term loans under our 2012 secured credit agreement will become due in May 2014 and August 2014, respectively. We may not have the ability to repay the debt when it becomes due.

We currently have an additional $98 million available for borrowing under our revolving credit facility. In addition, we currently maintain a $133 million letter of credit facility collateralized by $137 million of restricted

 

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cash, and a $13 million synthetic letter of credit facility. As of December 31, 2012, we had approximately $11 million of commitments outstanding under our synthetic letter of credit facility and $118 million of commitments outstanding under our cash collateralized letter of credit facility. Pursuant to our separation agreement with Orbitz Worldwide, we maintain letters of credit under our letter of credit facilities on behalf of Orbitz Worldwide. As of December 31, 2012, we had commitments of approximately $72 million in letters of credit outstanding on behalf of Orbitz Worldwide.

Our substantial level of indebtedness could have important consequences for us, including the following:

 

   

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our capital expenditure and future business opportunities;

 

   

exposing us to the risk of higher interest rates because certain of our borrowings, including our secured borrowings and our senior notes due 2014, are at variable rates of interest;

 

   

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

 

   

limiting our ability to obtain additional equity or debt financing for general corporate purposes, acquisitions, investments, capital expenditures or other strategic purposes;

 

   

limiting our ability to adjust to changing business conditions and placing us at a competitive disadvantage to our less highly leveraged competitors; and

 

   

making us more vulnerable to general economic downturns and adverse developments in our business.

In addition to our substantial level of indebtedness discussed above, on October 3, 2011, in connection with the completion of the Restructuring with respect to our direct parent holding company, Travelport Holdings Limited (“Holdings”), senior unsecured payment-in-kind (“PIK”) term loans due March 27, 2012, Holdings entered into an amended and restated credit agreement in respect of the PIK term loans (the “Holding Company Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, UBS Securities LLC and Lehman Commercial Paper Inc., as co-syndication agents, and certain lenders from time to time party thereto. As of December 31, 2012, approximately $480 million of the PIK term loans remained outstanding under the Holding Company Amended and Restated Credit Agreement. Pursuant to the Holding Company Amended and Restated Credit Agreement, the maturity date of a $135 million tranche (the “Tranche A Extended PIK Loans”) of the outstanding amount of the PIK term loans originally was extended to September 30, 2012 and then was automatically extended to December 1, 2016, as set forth in the Holding Company Amended and Restated Credit Agreement. The remaining $287.9 million tranche (the “Tranche B Extended PIK Loans”) was extended to December 1, 2016. Interest on the Tranche A Extended PIK Loans and Tranche B Extended PIK Loans is capitalized quarterly in arrears at a rate currently at LIBOR plus 6% and LIBOR plus 13.5%, respectively. Interest is paid-in-kind unless Holdings elects to pay the interest in cash, provided that any such cash payment is permitted under our senior secured credit agreement.

Holdings is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including us, and all of its operations are conducted through us and our subsidiaries. As a result, Holdings may be dependent upon dividends or distributions and other payments from us to generate the funds necessary to meet its outstanding debt service and other obligations under the Holding Company Amended and Restated Credit Agreement. If Holdings is unable to repay amounts outstanding under the Holding Company Amended and Restated Credit Agreement when they become due, Holdings’ failure to pay such amounts would not be a default under our existing senior secured credit agreement or the indentures governing our notes. However, if Holdings were to restructure or refinance its obligations under the Holding Company Amended and Restated Credit Agreement in a manner that would result in a change of control under the terms of our existing senior secured credit agreement and the indentures governing our notes or any future credit facilities and agreements governing our indebtedness as a result of restructuring or refinancing any of our existing indebtedness, or were to take other actions that result in such a change of control, we may be required to repay all amounts outstanding under such agreements governing our indebtedness or make an offer to purchase all outstanding notes at a price and under the terms and conditions specified under indentures governing such

 

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notes. We may not have the ability to repay such amounts and make such note purchases, which would result in a default under our senior secured credit agreement and the indentures governing our notes.

The above factors could limit our financial and operational flexibility, and as a result could have a material adverse effect on our business, financial condition and results of operations.

Our debt agreements contain restrictions that may limit our flexibility in operating our business.

Our senior secured credit agreement, our 2012 secured credit agreement and the indentures governing our second priority secured notes and our secured and unsecured notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:

 

   

incur additional indebtedness;

 

   

pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments;

 

   

make certain investments;

 

   

sell certain assets;

 

   

create liens on certain assets to secure debt;

 

   

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

 

   

enter into certain transactions with affiliates; and

 

   

designate our subsidiaries as unrestricted subsidiaries.

In addition, under our senior secured credit agreement and our 2012 secured credit agreement, we are required to satisfy and maintain compliance with a maximum total leverage ratio, a first lien leverage ratio and a senior secured leverage ratio, as well as maintain a minimum cash balance at the end of each fiscal quarter. Our ability to meet these requirements can be affected by events beyond our control and, in the longer term, we may not be able to meet such requirements. A breach of any of these covenants could result in a default under our senior secured credit agreement, our 2012 secured credit agreement and our indentures. Upon the occurrence of an event of default under our senior secured credit agreement, the lenders could elect to declare all amounts outstanding under our senior secured credit agreement to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay those amounts, the lenders under our senior secured credit agreement could take action or exercise remedies, including proceeding against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our senior secured credit agreement, our 2012 secured credit agreement and our second priority secured notes. If the lenders under our senior secured credit agreement accelerate the repayment of borrowings, we cannot provide assurance that we will have sufficient assets to repay amounts outstanding under our senior secured credit agreement, as well as our other secured borrowings or unsecured indebtedness, including our notes.

Despite our high indebtedness level, we may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial indebtedness in connection with an acquisition or for other purposes in the future so long as we are in compliance with the financial covenants under our senior secured credit agreement. All of those borrowings and any other secured indebtedness permitted under the senior secured credit agreement and the indentures are effectively senior to our notes and the subsidiary guarantees. In addition, the indentures governing the notes do not prevent us from incurring obligations that do not constitute indebtedness. If we were to incur such additional indebtedness, the risks associated with our substantial level of indebtedness would increase, which could limit our financial and operational flexibility.

 

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Government regulation could impose taxes or other burdens on us, which could increase our costs or decrease demand for our products.

We rely upon generally accepted interpretations of tax laws and regulations in the countries in which we have customers and for which we provide travel inventory. We cannot be certain that these interpretations are accurate or that the responsible taxing authority is in agreement with our views. The imposition of additional taxes could cause us to have to pay taxes that we currently do not pay or collect on behalf of authorities and increase the costs of our products or services, which would increase our costs of operations.

Changes in tax laws or interpretations thereof may result in an increase in our effective tax rate.

We have operations in various countries that have differing tax laws and rates. A significant portion of our revenue and income is earned in countries with low corporate tax rates and we intend to continue to focus on growing our businesses in these countries. Our income tax reporting is subject to audit by domestic and foreign authorities, and our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties and the estimated values of deferred tax assets and liabilities. Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income which would reduce our profitability.

Fluctuations in the exchange rate of the U.S. dollar and other currencies may adversely impact our results of operations.

Our results of operations are reported in U.S. dollars. While most of our revenue is denominated in U.S. dollars, a portion of our revenue and costs, including interest obligations on a portion of our senior secured credit facilities under our senior secured credit agreement and on the euro denominated senior notes due 2014 and senior subordinated notes, is denominated in other currencies, such as pounds sterling, the euro and the Australian dollar. As a result, we face exposure to adverse movements in currency exchange rates. The results of our operations and our operating expenses are exposed to foreign exchange rate fluctuations as the financial results of those operations are translated from local currency into U.S. dollars upon consolidation. If the U.S. dollar weakens against the local currency, the translation of these foreign currency-based local operations will result in increased net assets, revenue, operating expenses, and net income or loss. Similarly, our local currency-based net assets, revenue, operating expenses, and net income or loss will decrease if the U.S. dollar strengthens against local currency. Additionally, transactions denominated in currencies other than the functional currency may result in gains and losses that may adversely impact our results of operations.

Risks Related to Our Relationship with Orbitz Worldwide

We have recorded a significant charge to earnings, and may in the future be required to record additional significant charges to earnings relating to Orbitz Worldwide.

We own approximately 46% of Orbitz Worldwide’s outstanding common stock, which we account for using the equity method of accounting. We recorded losses of $74 million related to our investment in Orbitz Worldwide for the year ended December 31, 2012.

We evaluate our equity investment in Orbitz Worldwide for impairment on a quarterly basis. As of December 31, 2012, the fair market value of our investment in Orbitz Worldwide was approximately $133 million and the carrying value of our investment was nil. The results of Orbitz Worldwide for the year ended December 31, 2012 were impacted by an impairment charge recorded by Orbitz Worldwide amounting to $321 million as a result of the fair value of goodwill and intangible assets related to Orbitz Worldwide’s domestic business being less than the carrying value of such assets. During the fourth quarter of 2012, we wrote off our investment in Orbitz Worldwide as our share of Orbitz Worldwide’s net losses exceeded the carrying value of our investment.

In addition, under our separation agreement with Orbitz Worldwide, we are committed to provide $75 million in letters of credit on behalf of Orbitz Worldwide. As of December 31, 2012, $72 million of such letters

 

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of credit are outstanding. In the event Orbitz Worldwide is not able to meet the financial commitments provided under these letters of credit, it could result in a significant charge to our earnings.

Orbitz Worldwide is an important customer of our business.

Orbitz Worldwide is our largest GDS subscriber, accounting for 13% of our total air segments in the year ended December 31, 2012. Our agreements with Orbitz Worldwide may not be renewed at their expiration or may be renewed on terms less favorable to us. In the event Orbitz Worldwide terminates its relationships with us or Orbitz Worldwide’s business is materially impacted for any reason, such as a travel supplier withholding content from Orbitz Worldwide, and, as a result, Orbitz Worldwide loses, or fails to generate, a substantial amount of bookings that would otherwise be processed through our GDS, our business and results of operations would be adversely affected.

Legal and Regulatory Risks

From time to time, we may be involved in legal proceedings and may experience unfavorable outcomes.

We are, and in the future may be, subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations. Currently, we are involved in a legal proceeding related to the Restructuring with Computershare Trust Company, N.A., the trustee under the indentures governing our outstanding senior notes and subordinated notes. The pendency of such legal proceeding until resolved could impede our ability to raise equity or debt financing for general corporate purposes, acquisitions, investments, capital expenditures or other strategic purposes. See Part I, Item 3 — Legal Proceedings — of this Annual Report on Form 10-K for additional information.

Third parties may claim that we have infringed their intellectual property rights, which could expose us to substantial damages and restrict our operations.

We have faced and in the future could face claims that we have infringed the patents, copyrights, trademarks or other intellectual property rights of others. In addition, we may be required to indemnify travel suppliers for claims made against them. Any claims against us or such travel suppliers could require us to spend significant time and money in litigation or pay damages. Such claims could also delay or prohibit the use of existing, or the release of new, products, services or processes, and the development of new intellectual property. We could be required to obtain licenses to the intellectual property that is the subject of the infringement claims, and resolution of these matters may not be available on acceptable terms or at all. Intellectual property claims against us could have a material adverse effect on our business, financial condition and results of operations, and such claims may result in a loss of intellectual property protections that relate to certain parts of our business.

Our business is regulated, and any failure to comply with such regulations or any changes in such regulations could adversely affect us.

We operate in a regulated industry. Our business, financial condition and results of operations could be adversely affected by unfavorable changes in or the enactment of new laws, rules and/or regulations applicable to us, which could decrease demand for products and services, increase costs or subject us to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Our failure to comply with any of these requirements or interpretations could have a material adverse effect on our operations.

 

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We store a large volume of personally identifiable information which is subject to legislation and regulation in numerous jurisdictions around the world, including in the U.S., where we are safe harbor certified, and in Europe.

In Europe, CRS regulations or interpretations of them may increase our cost of doing business or lower our revenues, limit our ability to sell marketing data, impact relationships with travel agencies, airlines, rail companies, or others, impair the enforceability of existing agreements with travel agencies and other users of our system, prohibit or limit us from offering services or products, or limit our ability to establish or change fees.

The CRS regulations require GDSs, among other things, to clearly and specifically identify in their displays any flights that are subject to an operating ban within the European Community and to introduce a specific symbol in their displays to identify each so-called blacklisted carrier. We include a link to the European Commission’s blacklist on the information pages accessible by travel agents through our Ask Travelport online facility. We are prohibited from applying a specific symbol to identify a blacklisted carrier in our displays as the European Commission’s blacklist does not currently identify blacklisted carriers with an IATA airline code, although work on a technical solution is currently under way. A common solution for all GDSs is being sought through further dialogue with the European Commission.

Annex 1(9) of the CRS regulations requires a GDS to display a rail or rail/air alternative to air travel, on the first screen of their principal displays, in certain circumstances. We currently have few rail participants in our GDS. We can display direct point to point rail services in our GDS principal displays, for those rail operators that participate in our GDS. Given the lack of harmonization in the rail industry, displaying rail connections in a similar way to airline connections is extremely complex, particularly in relation to timetabling, ticketing and booking systems. We are working towards a solution that will include functionality to search and display connected rail alternatives at such time as the rail industry in Europe provides a technically efficient means to do so. We understand that such efficiencies lie at the heart of the European Commission’s policy objectives to sustain a high quality level of European rail services in the future.

Although regulations governing GDSs have been lifted in the United States, continued regulation of GDSs in the European Union and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes.

Our failure to comply with these laws and regulations may subject us to fines, penalties and potential criminal violations. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business and may have a material adverse effect on our operations. We do not currently maintain a central database of regulatory requirements affecting our worldwide operations and, as a result, the risk of non-compliance with the laws and regulations described above is heightened.

 

ITEM 1B.     UNRESOLVED STAFF COMMENTS

Not Applicable.

 

ITEM 2.     PROPERTIES

Headquarters and Corporate Offices

Our principal executive office is located in Atlanta, Georgia, under a lease with a term of 12 years that expires in December 2024. We also have an office in Langley in the United Kingdom, under a lease with a term of 20 years which expires in June 2022.

Operations

Our operational business global headquarters are located in our Langley, United Kingdom offices. Our operational business U.S. headquarters are located in Atlanta, Georgia.

In addition, we have leased facilities in 42 countries that function as call centers or fulfillment or sales offices. Our product development centers are located in leased offices in Denver, Colorado, under a 15 year lease expiring in July 2014 and leased offices in Kansas City, Missouri under a lease expiring in February 2021.

 

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The table below provides a summary of our key facilities:

 

Location

  

Purpose

   Leased / Owned

Atlanta, Georgia

  

Corporate Headquarters; GDS

Operational Business

   Leased

Langley, United Kingdom

  

Operational Business Global

Headquarters

   Leased

Atlanta, Georgia

   Data Center    Leased

Denver, Colorado

   Co-location Services    Leased

Kansas City, Missouri

   Product Development Center    Leased

Data Centers

We operate a data center out of leased facilities in Atlanta, Georgia, pursuant to a lease that expires in August 2022. The Atlanta facility is leased from an affiliate of Digital Realty Trust, Inc., a global data center provider, following an assignment of the lease by Delta. In September 2008, we moved our primary systems infrastructure and web and database servers for our Galileo GDS operations from our Denver, Colorado facility to the Atlanta, Georgia facility, which, prior to the consolidation, supported our Worldspan operations. The Atlanta data center powers our consolidated GDS operations and provides access 24 hours a day, seven days a week and 365 days a year. The facility is a hardened building housing two data centers: one used by us and the other used by Delta Technology (a subsidiary of Delta). We and Delta each have equal space and infrastructure at the Atlanta facility. Our Atlanta data center comprises 94,000 square feet of raised floor space, 27,000 square feet of office space and 39,000 square feet of facilities support area. We use our facility in Denver, which we own, to offer co-location services.

We believe that our properties are sufficient to meet our present needs, and we do not anticipate any difficulty in securing additional space, as needed, on acceptable terms.

 

ITEM 3.     LEGAL PROCEEDINGS

American Airlines .    On April 12, 2011, American Airlines filed suit against us and Orbitz Worldwide in the United States District Court for the Northern District of Texas. American Airlines amended its complaint on June 9, 2011 to add Sabre as a defendant. On November 21, 2011, the court dismissed all but one claim against us, but American Airlines amended its complaint again on December 5, 2011, asserting three new claims and reasserting one previously dismissed claim against us. On February 28, 2012, the court granted American Airlines leave to reassert a more limited version of one additional claim that was previously dismissed. We again moved to dismiss American Airlines’ new and reasserted claims, but on August 7, 2012, the Court ruled that American Airlines could proceed with its claims.

American Airlines is alleging violations of US federal antitrust laws based on the ways in which we operate our GDS and the terms of our contracts with suppliers and subscribers, including Orbitz Worldwide. American Airlines also alleges that we conspired with other GDSs and travel agencies to exclude American Airlines’ Direct Connect from competition for travel agencies. The suit seeks injunctive relief and damages. Although we believe American Airlines will allege damages that would be material to us if there was an adverse ruling, we believe American Airlines’ claims are without merit, and we intend to defend the claims vigorously. While no assurance can be provided, we do not believe the outcome of this dispute will have a material adverse effect on our results of operations or liquidity condition.

On December 22, 2011, we filed counterclaims against American Airlines, alleging violations of US federal antitrust laws based on actions American Airlines has taken against us and other industry participants. On August 16, 2012, the Court dismissed our counterclaims on standing grounds. On September 6, 2012, the Court stayed the case until December 21, 2012 to allow for mediation. The mediation was held on December 12 and 13, 2012. The parties continue to negotiate to resolve their dispute and to settle the case. The stay of the case was lifted on January 15, 2013 and discovery is proceeding.

DOJ.     On May 19, 2011, we received a Civil Investigative Demand (“CID”) from the United States Department of Justice (“DOJ”), which seeks our documents and data in connection with an investigation into

 

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whether there have been “horizontal and vertical restraints of trade by global distribution systems.” The investigation is ongoing, and we are in the process of complying with the CID and cooperating with the DOJ in its investigation.

Declaratory Judgment .    In September 2011, we received letters from Dewey & LeBoeuf LLP as counsel to certain holders of our outstanding senior and senior subordinated notes (the “Notes”) making certain assertions alleging potential events of default under the indentures related to the Restructuring. We disagree with the assertions in the letters, and we believe that we are in full compliance with the provisions of the indentures for the Notes.

On October 28, 2011, pursuant to the terms of the Restructuring, we filed a complaint for declaratory judgment against The Bank of Nova Scotia Trust Company of New York, as initial trustee under the indentures governing the Notes, in the United States District Court for the Southern District of New York, and we filed an amended complaint on November 3, 2011. In this declaratory judgment action, we are seeking a ruling from the court that the investment of $135 million in an unrestricted subsidiary is permissible under the terms of the indentures and is, therefore, not an event of default under the indentures as alleged in the letters referenced above. In the event we do not receive a declaratory judgment ruling that the investment in the unrestricted subsidiary is permitted, the investment will not be made.

On February 24, 2012, Computershare Trust Company, N.A. (the successor trustee under the indentures governing such Notes) filed an answer and counterclaim in response to our amended complaint. The answer adds Travelport Holdings Limited as a party and seeks a ruling from the court that the investment of $135 million described above would violate the terms of the indentures and would constitute an event of default under the indentures if it was made. Further, the counterclaim seeks (i) to receive a determination as to the occurrence of certain alleged fraudulent conveyances in the context of the Restructuring and to recover assets alleged to be fraudulently conveyed by Travelport LLC to us, and by us to, or for the benefit of, Travelport Holdings Limited, (ii) to annul and set aside obligations alleged to be fraudulently incurred by Travelport LLC and (iii) to obtain a judicial determination that Travelport LLC has violated its contractual obligations to debt holders. On April 18, 2012, the trustee filed an amended answer and counterclaims. On February 13, 2013, the court issued a 90-day stay of the litigation. We believe these claims are without merit although no assurance can be given due to the uncertainty inherent in litigation.

NDC Arbitration .    In connection with former third-party NDC arrangements, we were involved in disputes with three of our former NDC partners regarding the payment of certain disputed fees. During the fourth quarter of 2010, the dispute with respect to one such former partner was concluded in our favor by third party arbitrators. In November 2011 and March 2012, in the disputes with different partners, arbitrators rendered decisions against us which resulted in a charge of approximately $35 million in the fourth quarter of 2011, including legal costs. While we disagree with the findings of these arbitration decisions, such decisions are binding and not appealable.

In addition, we are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of the matters in which we are currently involved will have a material adverse effect on our financial condition or on the results of our operations.

 

ITEM 4.     MINE SAFETY DISCLOSURES

Not Applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We are a wholly owned subsidiary of Travelport Holdings Limited. There is no public trading market for our common stock.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt and Financing Arrangements” for a discussion of potential restrictions on our ability to pay dividends or make distributions.

 

ITEM 6. SELECTED FINANCIAL DATA

The following table presents our selected historical financial data. The statement of operations data and the statement of cash flows data for the years ended December 31, 2012, 2011 and 2010 and the balance sheet data as of December 31, 2012 and 2011 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data as of December 31, 2010, 2009 and 2008 and the statement of operations data and statement of cash flows data for the year ended December 31, 2009 and 2008 are derived from audited financial statements that are not included in this Annual Report on Form 10-K and have been restated to retroactively represent discontinued operations as discussed below.

In May 2011, we completed the sale of our GTA business which qualified to be reported as discontinued operations. The gain from the disposal of the GTA business and the results of operations of the GTA business are presented as discontinued operations in our consolidated statements of operations and consolidated statements of cash flows.

The selected historical financial data presented below should be read in conjunction with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

 

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Statement of Operations Data

 

     Year Ended December 31,  
(in $ millions)    2012     2011     2010     2009     2008  
          

Net revenue

     2,002        2,035        1,996        1,981        2,171   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

          

Cost of revenue

     1,191        1,211        1,119        1,049        1,186   

Selling, general and administrative

     446        397        393        412        508   

Depreciation and amortization

     227        227        210        187        200   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     1,864        1,835        1,722        1,648        1,894   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     138        200        274        333        277   

Interest expense, net

     (290     (287     (272     (286     (342

Gain on early extinguishment of debt

     6               2        10        29   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

     (146     (87     4        57        (36

Provision for income taxes

     (23     (29     (47     (23     (27

Equity in losses of investment in Orbitz Worldwide

     (74     (18     (28     (162     (144
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations

     (243     (134     (71     (128     (207

(Loss) income from discontinued operations, net of tax

            (6     27        (741     31   

Gain from disposal of discontinued operations, net of tax

     7        312                        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (236     172        (44     (869     (176

Net loss (income) attributable to non-controlling interest in subsidiaries

            3        1        (2     (3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to the Company

     (236     175        (43     (871     (179
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Balance Sheet Data

 

     December 31,  
(in $ millions)    2012     2011     2010     2009     2008  
          

Cash and cash equivalents

     110        124        94        124        292   

Total current assets (excluding cash and cash equivalents and assets of discontinued operations)

     372        351        350        312        310   

Assets of discontinued operations

                   1,066        1,091        1,907   

Property and equipment, net

     416        431        484        410        444   

Goodwill and other intangible assets, net

     1,899        1,981        2,070        2,147        2,229   

All other non-current assets

     361        457        436        262        388   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

     3,158        3,344        4,500        4,346        5,570   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities (excluding liabilities of discontinued operations)

     687        623        564        531        535   

Liabilities of discontinued operations

                   555        526        616   

Long-term debt

     3,392        3,357        3,796        3,640        3,783   

All other non-current liabilities

     281        321        257        241        217   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     4,360        4,301        5,172        4,938        5,151   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

     (1,202     (957     (672     (592     419   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

     3,158        3,344        4,500        4,346        5,570   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Cash Flows Data

 

     Year Ended December 31,  
(in $ millions)    2012     2011     2010     2009     2008  
          

Net cash provided by operating activities of continuing operations

     181        124        181        166        67   

Net cash (used in) provided by operating activities of discontinued operations

            (12     103        73        57   

Net cash (used in) provided by investing activities

     (89     556        (241     (55     (84

Net cash (used in) provided by financing activities

     (106     (791     (22     (317     6   

Effects of changes in exchange rates on cash and cash equivalents

            5        4        5        (10
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (14     (118     25        (128     36   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Other Financial Data

 

     Year Ended December 31,  
       2012      2011      2010      2009     2008  
             

Ratio of earnings to fixed charges (a)

     n/a         n/a         n/a         1.17     n/a   

 

(a) For the purposes of calculating the ratio of earnings to fixed charges, earnings represents income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide, plus fixed charges net of interest capitalized and adjusted for amortization of capitalized interest and non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges. Fixed charges comprise interest for the period and include amortization of debt financing costs, interest capitalized and the interest portion of rental payments. For each of the years ended December 31, 2012, 2011, 2010 and 2008, earnings were insufficient to cover fixed charges by $146 million, $86 million, $1 million and $39 million, respectively.

Selected Quarterly Financial Data — Unaudited

Provided below is selected unaudited quarterly financial data for 2012 and 2011:

 

     2012  
(in $ millions)    First     Second     Third     Fourth  

Net revenue

     550        506        489        457   

Cost of revenue

     322        301        296        272   

Operating income (loss)

     66        62        27        (17

Net loss from continuing operations

     (12     (20     (40     (171

Net loss

     (12     (20     (40     (164

Net loss attributable to the Company

     (11     (20     (41     (164

 

     2011  
(in $ millions)    First     Second     Third     Fourth  

Net revenue

     531        530        509        465   

Cost of revenue

     317        310        313        271   

Operating income

     79        66        51        4   

Net loss from continuing operations

     (14     (10     (26     (84

Net (loss) income

     (24     306        (26     (84

Net (loss) income attributable to the Company

     (23     306        (26     (82

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for each of the years ended December 31, 2012, 2011 and 2010 should be read in conjunction with the consolidated financial statements and related notes reported in accordance with US GAAP and included elsewhere in this Annual Report on Form 10-K. The discussion includes forward-looking statements that reflect the current view of management and involve risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements as a result of factors discussed below and elsewhere in this Annual Report on Form 10-K, particularly under the headings “Item 1A: Risk Factors” and “Forward-Looking Statements”. Unless otherwise noted, all amounts are in $ millions.

Overview

We are a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry. We believe we are one of the most diversified of such companies in the world.

Our global distribution systems (“GDS”) business provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Our GDS business operates three systems, Galileo, Apollo and Worldspan, across over 170 countries to provide travel agencies with booking technology and access to considerable supplier inventory that we aggregate from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Our GDS business provides travel distribution services to approximately 810 active travel suppliers and approximately 67,000 online and offline travel agency locations, which in turn serve millions of end consumers globally. In 2012, approximately 162 million tickets were issued through our GDS business. Our GDS business processed up to 2.7 billion travel-related messages per day in 2012.

Within our GDS business, our Airline IT Solutions business provides hosting solutions and IT subscription services to airlines to enable them to focus on their core business competencies and reduce costs, as well as business intelligence services. Our Airline IT Solutions business manages the mission-critical reservations and related systems for Delta, as well as five other airlines. Our Airline IT Solutions business also provides an array of leading-edge IT software subscription services and data business intelligence services, directly and indirectly, to over 400 airlines, airports and airline ground handlers globally.

Our payment services venture with eNett provides secure and cost effective automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States.

Key Performance Indicators (“KPIs”)

Management monitors the performance of our operations against our strategic objectives on a regular basis. Performance is assessed against the strategy, budget and forecasts using financial and non-financial measures. We use the following primary measures to assess our financial performance and the performance of our operating business.

 

     Years Ended
December 31,
     Change     Years Ended
December, 31
     Change  
(in $ millions, except segment data)    2012      2011      $     %     2011      2010      $     %  

Travelport KPIs

                    

Net revenue

     2,002         2,035         (33     (2     2,035         1,996         39        2   

Operating income

     138         200         (62     (31     200         274         (74     (27

Travelport Adjusted EBITDA

     455         507         (52     (10     507         545         (38     (7

Segments (in millions)

                    

Americas

     170         176         (6     (3     176         172         4        2   

Europe

     84         85         (1     (1     85         84         1        1   

APAC

     54         56         (2     (3     56         55         1        2   

MEA

     39         38         1        2        38         38                (1

Total

     347         355         (8     (2     355         349         6        2   

 

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We monitor the performance of our business based on both financial and operational measures. These include the following:

Travelport Adjusted EBITDA

Travelport Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure comparable to net income as determined under US GAAP as it does not take into account certain expenses such as depreciation and amortization, interest, income tax, and other costs that we believe are unrelated to our ongoing operations. In addition, Travelport Adjusted EBITDA may not be comparable to similarly named measures used by other companies. The presentation of Travelport Adjusted EBITDA has limitations as an analytical tool, and this measure should not be considered in isolation or as a substitute for analysis of Travelport’s results as reported under US GAAP.

We define Travelport Adjusted EBITDA as net loss from continuing operations before equity in losses of investment in Orbitz Worldwide, interest expense, net, provision benefit for income taxes, depreciation and amortization and adjusted to exclude items we believe potentially restrict our ability to assess the results of our underlying business.

We have included Travelport Adjusted EBITDA as it is the primary metric used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. In addition, it is used by the Board to determine incentive compensation.

We believe Travelport Adjusted EBITDA is a useful measure as it allows management to monitor our ongoing core operations. The core operations represent the primary trading operations of the business. Since our formation, actual results have been significantly affected by events that are unrelated to our ongoing operations due to the number of changes to our business during that time. These events include, among other things, the acquisition of Worldspan and subsequent integration, the transfer of our finance and human resources functions from the United States to the United Kingdom and the associated restructuring costs. During the periods presented, these items primarily relate to the impact of purchase accounting, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with Travelport’s restructuring efforts, non-cash equity-based compensation and litigation and related costs.

The following table provides a reconciliation of Travelport Adjusted EBITDA to net loss from continuing operations:

 

     Years Ended December 31,  
(in $ millions)    2012     2011     2010  

Net loss from continuing operations

     (243     (134     (71

Equity in losses of investment in Orbitz Worldwide

     74        18        28   

Provision for income taxes

     23        29        47   

Depreciation and amortization

     227        227        210   

Interest expense, net

     290        287        272   
  

 

 

   

 

 

   

 

 

 

EBITDA

     371        427        486   

Adjustments:

      

Corporate costs (1)

     19        15        36   

GAAP Restructuring charges ( 2 )

            4        11   

Equity-based compensation

     2        5        5   

Litigation and related costs (3)

     53        50          

Gain on extinguishment of debt

     (6            (2

Other—non cash ( 4 )

     16        6        9   
  

 

 

   

 

 

   

 

 

 

Total adjustments

     84        80        59   
  

 

 

   

 

 

   

 

 

 

Travelport Adjusted EBITDA

     455        507        545   
  

 

 

   

 

 

   

 

 

 

 

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(1) Corporate transaction costs represents costs related to strategic transactions (including the proposed offering of securities in 2010), internal re-organization and other costs related to non-core business.

 

(2) Restructuring charges represent the costs incurred to enhance our organizational efficiency and to consolidate and rationalize existing processes.

 

(3) Litigation and related costs predominately relates to the American Airlines and bond holder litigation costs incurred in 2012, and NDC arbitration costs incurred in 2011.

 

(4) Other primarily includes (i) $7 million of write-off and impairment of non-current assets for the year ended December 31, 2011, (ii) unrealized (gains) losses on foreign currency derivatives contracts and euro-denominated debt (totaling $16 million, $(1) million, and $3 million for the years ended December 31, 2012, 2011 and 2010, respectively).

Segments

We record and charge one booking fee for each segment of an air travel itinerary (e.g., two segments for a round-trip airline ticket) and one booking fee for each hotel booking, car rental or cruise booking, regardless of the length of time or cost associated with the booking. Average revenue per segment (“RevPas”) is calculated by dividing our transaction processing revenue by total available segments for the period.

Net Revenue

Transaction Processing Revenue:     Transaction processing revenue is primarily derived from transaction fees paid by travel suppliers for electronic travel distribution services, and to a lesser extent, other transaction and subscription fees. The GDS operate an electronic marketplace in which travel suppliers, such as airlines, hotels, car rental companies, cruise lines, rail companies and other travel suppliers, can store, display, manage and sell their products and services, and in which online and traditional travel agencies are able to electronically locate, price, compare and purchase travel suppliers’ services. As compensation for GDS services, fees are earned, on a per segment or per booking basis, from airline, car rental, hotel and other travel-related suppliers for reservations booked through the GDS.

Fees paid by travel suppliers vary according to the levels of functionality at which they can participate in our GDS. These levels of functionality generally depend upon the type of communications and real-time access allowed with respect to the particular travel supplier’s internal systems. Revenue for air travel reservations is recognized at the time of the booking of the reservation, net of estimated cancellations. Cancellations prior to the date of departure are estimated based on the historical level of cancellations, which are not significant. Revenue for car and hotel reservations is recognized upon fulfillment of the reservation. The later recognition of car and hotel reservation revenue reflects the difference in the contractual rights related to such services as compared to the airline reservation services.

In international markets, we employ a hybrid sales and marketing model consisting of direct sales, SMOs and indirect NDCs. In the United States, we only employ a SMO model. In markets supported by our SMOs, we enter into agreements with subscribers which provide for incentives in the form of development advances, including cash payments, equipment or other services at no charge. The amount of the development advance varies depending upon the expected volume of the subscriber’s business. We establish liabilities for these development advances at the inception of the contract and defer the expense. The development advance expense is then recognized as revenue is earned in accordance with the contractual terms. In markets not supported by our SMOs, we utilize an NDC structure, where feasible, in order to take advantage of the NDC partner’s local market knowledge. The NDC is responsible for cultivating the relationship with subscribers in its territory, installing subscribers’ computer equipment, maintaining the hardware and software supplied to the subscribers and providing ongoing customer support. The NDC earns a commission based on the booking fees generated in the NDC’s territory.

 

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Airline IT Solutions Revenue:     We also provide technology services and solutions for the airline and hotel industry focusing on marketing and sales intelligence, reservation and passenger service system and e-commerce solutions. Such revenue is recognized as the service is performed.

Operating Income

Operating income consists of net revenue less cost of revenue, selling, general and administrative (“SG&A”) expenses and depreciation and amortization.

Cost of revenue consists of direct costs incurred to generate revenue, including inducements paid to travel agencies who subscribe to our GDS, commissions and costs incurred for NDCs and costs for call center operations, data processing and related technology costs. Technology management costs, data processing costs and telecommunication costs included in cost of revenue consist primarily of internal system and software maintenance fees, data communications and other expenses associated with operating our internet sites and payments to outside contractors.

SG&A expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for finance, legal, human resources and other administrative functions.

Factors Affecting Results of Operations

Macroeconomic and Travel Industry Conditions:     Our business is highly correlated to the overall performance of the travel industry, in particular, growth in air passenger travel which, in turn, is linked to the global macro-economic environment. For the year ended December 31, 2012, approximately 82% of our segment volumes were represented by air segments flown, 4% of segment volumes attributable to other air segments (such as cancellations on the day of travel), with land and sea bookings accounting for 14%. Between 2003 and 2011, air travel volumes increased at a compounded annual growth rate of 5.5%, approximately twice the rate of global GDP.

Consolidations within the Airline Industry:     As a result of consolidations within the airline industry, our annual revenue and EBITDA have been impacted. Delta’s acquisition of Northwest, both being customers of our Airline IT Solutions business, resulted in these airlines migrating to a common IT platform, with reduced needs for our IT services. Further, following the merger of United Airlines with Continental Airlines in 2010, we received notice from United Airlines, terminating its agreement for the Apollo reservation system operated by us on their behalf. The integration of United — Continental system was completed in early March 2012 and we no longer service United’s reservation system. The loss of the Master Service Agreement (“MSA”) with United Airlines contributed approximately $69 million and $50 million to the decline in net revenue and EBITDA, respectively for the year ended December 31, 2012.

Seasonality:     Our business experiences seasonal fluctuations, reflecting seasonal trends for the products and services we offer. These trends cause our revenue to be generally higher in the first and second calendar quarters of the year, with revenue peaking as travelers plan and purchase in advance their spring and summer travel. Revenue typically declines in the third and fourth quarters of the calendar year. Our results may also be affected by seasonal fluctuations in the inventory made available to us by our travel suppliers.

Foreign Exchange Movements:     We transact business primarily in US dollars. We have euro denominated debt and while the majority of our revenue is denominated in US dollars, a portion of costs are denominated in other currencies (principally, the British pound, Euro and Australian dollar). We use foreign currency derivative contracts including forward contracts and currency options to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated debt, receivables and payables and forecasted earnings of foreign subsidiaries. The fluctuations in the value of these foreign currency contracts largely offset the impact of changes in the value of the underlying risk they are intended to economically hedge. Nevertheless, our operating results are impacted to a certain extent by movements in the underlying exchange rates between those currencies listed above.

 

 

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Litigation and related costs:     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 believe we have adequately accrued for such matters, and for costs of defending against such matters. However, litigation is inherently unpredictable and although we believe that our accruals are adequate and we have valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on our results of operations or cash flows in a particular reporting period.

We have been involved in disputes with three of our former NDC partners regarding the payment of certain disputed fees. During the fourth quarter of 2010, the dispute with respect to one such former partner was concluded in our favor by third party arbitrators. In November 2011 and March 2012, in the disputes with different partners, arbitrators rendered decisions against us which have had a material adverse impact on our results of operations.

In addition, we are currently in dispute with American Airlines regarding its GDS distribution agreement (as amended). American Airlines is also alleging, among other things, violations of US federal antitrust laws. We are also involved in legal proceedings related to the Restructuring with Computershare Trust Company, N.A., the trustee under the Indentures governing our outstanding Senior Notes and Senior Subordinated Notes. We believe these claims are without merit and, while no assurance can be provided due to the uncertainty inherent in litigation, we do not believe the outcome of these disputes will have a material adverse effect on our results of operations or liquidity condition.

Results of Operations

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

 

     Year Ended
December 31,
    Change  
(in $ millions)    2012     2011     $     %  

Net revenue

     2,002        2,035        (33     (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

        

Cost of revenue

     1,191        1,211        (20     (2

Selling, general and administrative

     446        397        49        12   

Depreciation and amortization

     227        227                 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     1,864        1,835        29        2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     138        200        (62     (31

Interest expense, net

     (290     (287     (3     (1

Gain on early extinguishment of debt

     6               6        *   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

     (146     (87     (59     (68

Provision for income taxes

     (23     (29     6        21   

Equity in losses of investment in Orbitz Worldwide

     (74     (18     (56     *   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations

     (243     (134     (109     (81

Loss from discontinued operations, net of tax

            (6     6        *   

Gain from disposal of discontinued operations, net of tax

     7        312        (305     *   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (236     172        (408     *   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* Not meaningful

 

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Net Revenue

Net revenue is comprised of:

 

     Year Ended
December 31,
     Change  
(in $ millions)    2012      2011      $     %  

Transaction processing revenue

     1,834         1,823         11        1   

Airline IT solutions revenue

     168         212         (44     (21
  

 

 

    

 

 

    

 

 

   

 

 

 

Net revenue

     2,002         2,035         (33     (2
  

 

 

    

 

 

    

 

 

   

 

 

 

Transaction processing revenue by region is comprised of:

 

     Year Ended
December 31,
     Change  
(in $ millions)    2012      2011      $     %  

Americas

     691         719         (28     (4

Europe

     553         539         14        3   

APAC

     327         315         12        4   

MEA

     263         250         13        5   
  

 

 

    

 

 

    

 

 

   

 

 

 

Transaction processing revenue

     1,834         1,823         11        1   
  

 

 

    

 

 

    

 

 

   

 

 

 

Transaction processing revenue includes booking fees from airlines and revenue from, hospitality, subscribers, payments processing, and other key adjacencies.

The increase in transaction processing revenue of $11 million (1%) is as a result of a 3% increase in RevPas (transaction processing revenue divided by the number of available segments) and a 2% decrease in segment volumes. The 2% decrease in segment volumes is primarily due to a 6 million (3%) decline in Americas, attributable to the loss of 6 million segments from the MSA with United Airlines, and a 3% decline in APAC.

Airline IT solutions revenue decreased as a result of the loss of the MSA with United Airlines.

Cost of Revenue

Cost of revenue is comprised of:

 

     Year Ended
December 31,
     Change  
(in $ millions)    2012      2011      $     %  

Commissions

     919         935         (16     (2

Telecommunication and technology costs

     272         276         (4     (1
  

 

 

    

 

 

    

 

 

   

 

 

 

Cost of revenue

     1,191         1,211         (20     (2
  

 

 

    

 

 

    

 

 

   

 

 

 

Cost of revenue decreased by $20 million (2%) as a result of a 2% decrease in commissions paid to travel agencies and NDCs and a 1% decrease in telecommunication and technology costs. The decrease in commission costs is primarily due to a 2% decline in segment volumes partially offset by a 1% increase in the average rate of agency commission. The decrease in telecommunication and technology costs is due to effective cost management.

 

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Selling, General and Administrative (SG&A)

SG&A costs increased by $49 million (12%) for the year ended December 31, 2012, is primarily due to (i) a $16 million increase in unrealized losses on foreign currency contracts and euro-denominated debt, (ii) a $11 million of unfavorable foreign exchange fluctuations, (iii) an $11 million increase in litigation and related costs, and (iv) a $5 million increase in wages and benefits including an increase in pension expense.

Interest Expense, Net

Interest expense, net, increased by $3 million (1%) due to higher effective interest rates.

Gain on Early Extinguishment of Debt

During 2012, we repurchased $14 million of our 9  7 / 8 % dollar denominated Senior Notes, $11 million of our euro denominated floating rate Senior Notes and $1 million of dollar denominated floating rate Senior Notes at a discount, resulting in a $6 million gain from early extinguishment of debt.

Provision for Income Taxes

Our tax provision differs significantly from the US Federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-US jurisdictions with varying income tax rates, (ii) a valuation allowance established due to forecast losses in certain jurisdictions, and (iii) certain expenses that are not deductible for tax in the relevant jurisdiction.

The reconciliation from the tax benefit at the US Federal statutory tax rate of 35% is as follows:

 

     Year Ended
December 31,
 
(in $ millions)    2012     2011  

Tax benefit at US federal statutory rate of 35%

     51        30   

Taxes on non-US operations at alternative rates

     (29     (55

Liability for uncertain tax positions

     2        (3

Change in valuation allowance

     (44     (1

Non-deductible expenses

     (4     (5

Other

     1        5   
  

 

 

   

 

 

 

Provision for income taxes

     (23     (29
  

 

 

   

 

 

 

Equity in Losses of Investment in Orbitz Worldwide

We have recorded losses of $74 million in relation to our investment in Orbitz Worldwide for the year ended December 31, 2012 compared to losses of $18 million for the year ended December 31, 2011. These losses reflect our 46% (2011 48%) ownership interest in Orbitz Worldwide. Orbitz Worldwide recorded an impairment charge on certain of its intangible assets amounting to $321 million and $50 million for the years ended December 31, 2012 and 2011, respectively.

 

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Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

 

     Year Ended
December 31,
    Change  
(in $ millions)    2011     2010     $     %  

Net revenue

     2,035        1,996        39        2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

        

Cost of revenue

     1,211        1,119        92        8   

Selling, general and administrative

     397        393        4        1   

Depreciation and amortization

     227        210        17        8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     1,835        1,722        113        7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     200        274        (74     (27

Interest expense, net

     (287     (272     (15     (6

Gain on early extinguishment of debt

            2        (2     *   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

     (87     4        (91     *   

Provision for income taxes

     (29     (47     18        38   

Equity in losses of investment in Orbitz Worldwide

     (18     (28     10        36   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations

     (134     (71     (63     (89

(Loss) income from discontinued operations, net of tax

     (6     27        (33     *   

Gain from disposal of discontinued operations, net of tax

     312               312        *   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     172        (44     216        *   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* Not meaningful

Net Revenue

Net revenue is comprised of:

 

     Year Ended
December 31,
     Change  
(in $ millions)    2011      2010      $      %  

Transaction processing revenue

     1,823         1,797         26         1   

Airline IT solutions revenue

     212         199         13         7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net revenue

     2,035         1,996         39         2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Transaction processing revenue by region is comprised of:

 

     Year Ended
December 31,
     Change  
(in $ millions)    2011      2010      $     %  

Americas

     719         717         2          

Europe

     539         523         16        3   

APAC

     315         300         15        5   

MEA

     250         257         (7     (3
  

 

 

    

 

 

    

 

 

   

 

 

 

Transaction processing revenue

     1,823         1,797         26        1   
  

 

 

    

 

 

    

 

 

   

 

 

 

Transaction processing revenue includes booking fees from airlines and revenue from, hospitality, subscribers, payments processing, and other key adjacencies.

 

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The increase in transaction processing revenue of $26 million (1%) is as a result of a 2% increase in segment volumes with RevPas remaining flat. The 2% increase in segment volumes is due to a 2% increase in Americas, a 2% increase in APAC, a 1% increase in Europe, offset by a 1% decrease in MEA.

The Airline IT Solutions revenue increase is due to the incremental revenues earned due to the transitioning of United off the Apollo Reservation system.

Cost of Revenue

Cost of revenue is comprised of:

 

     Year Ended
December 31,
     Change  
(in $ millions)    2011      2010      $      %  

Commissions

     935         859         76         9   

Telecommunication and technology costs

     276         260         16         6   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cost of revenue

     1,211         1,119         92         8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cost of revenue increased by $92 million (8%) as a result of a $76 million (9%) increase in commissions paid to travel agencies and NDCs and a $16 million (6%) increase in telecommunication and technology costs. The increase in commission costs is primarily due to a 2% increase in segment volumes and a 6% increase in the average rate of agency commissions.

Selling, General and Administrative (SG&A)

SG&A costs increased by $4 million (1%) due to (i) a $42 million increase in litigation and related costs including $35 million for costs related to NDC arbitration, (ii) approximately $30 million increase in salaries and wages, primarily due to the re-introduction of the employee incentive plan offset by (iii) a $30 million reduction in cost as a result of the favorable impact of effective cost management and the realized impact of foreign exchange derivative instruments, (iv) a reduction in corporate transactions costs of $21 million, primarily due to costs incurred during 2010 related to a proposed offering of securities and (v) $7 million decrease in restructuring charges.

Depreciation and Amortization

Depreciation and amortization increased by $17 million (8%) primarily due to increased depreciation following a significant purchase of new software and equipment in March 2010 and other fixed assets additions.

Interest Expense, Net

Interest expense, net increased by $15 million (6%) primarily due to (i) an increase of $31 million as a result of higher interest rates arising from amendments made to the senior secured credit agreement in the fourth quarter of 2010, (ii) an increase of $11 million as a result of incremental fees and expenses arising from our debt restructuring in September 2011, partially offset by (iii) a $14 million reduction in interest costs as a result of the early repayment of $655 million of term loans following the sale of our GTA business in the second quarter of 2011, and (iv) a $16 million reduction due to a change in fair value of interest rate derivative instruments.

Gain on Early Extinguishment of Debt

During the year ended December 31, 2010, we repurchased $20 million of our senior notes at a discount, resulting in a $2 million gain from early extinguishment of debt.

Provision for Income Taxes

Our tax provision differs significantly from the US Federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-US jurisdictions with varying income tax rates; (ii) a valuation allowance established due to the forecast losses in certain tax jurisdictions; and (iii) certain expenses that are not deductible for tax in the relevant jurisdiction.

 

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The reconciliation from the tax benefit (provision) at the US Federal tax rate of 35% is as follows:

 

     Year Ended
December 31,
 
(in $ millions)    2011     2010  

Tax benefit (provision) at US Federal statutory rate of 35%

     30        (1

Taxes on non-US operations at alternative rates

     (55     (24

Liability for uncertain tax positions

     (3     (2

Change in valuation allowance

     (1     (10

Non-deductible expenses

     (5     (9

Other

     5        (1
  

 

 

   

 

 

 

Provision for income taxes

     (29     (47
  

 

 

   

 

 

 

Equity in Losses of Investment in Orbitz Worldwide

Our share of equity in losses of investment in Orbitz Worldwide was $18 million for the year ended December 31, 2011 compared to losses of $28 million for the year ended December 31, 2010. These losses reflect our 48% ownership interest in Orbitz Worldwide. Orbitz Worldwide recorded an impairment charge on certain of its intangible assets amounting to $50 million and $81 million for the years ended December 31, 2011 and 2010, respectively.

Financial Condition, Liquidity and Capital Resources

Financial Condition

December 31, 2012 Compared to December 31, 2011

 

     As of December 31,     Change  
(in $ millions)    2012     2011     $  

Current assets

     482        475        7   

Non-current assets

     2,676        2,869        (193
  

 

 

   

 

 

   

 

 

 

Total assets

     3,158        3,344        (186
  

 

 

   

 

 

   

 

 

 

Current liabilities

     687        623        64   

Non-current liabilities

     3,673        3,678        (5
  

 

 

   

 

 

   

 

 

 

Total liabilities

     4,360        4,301        59   
  

 

 

   

 

 

   

 

 

 

Shareholders’ equity

     (1,218     (970     (248

Equity attributable to non-controlling interest in subsidiaries

     16        13        3   
  

 

 

   

 

 

   

 

 

 

Total liabilities and equity

     3,158        3,344        (186
  

 

 

   

 

 

   

 

 

 

Current assets:     The increase of $7 million is primarily due to an increase of $52 million in other current assets; offset by (i) a $14 million decrease in cash and cash equivalents and (ii) a $30 million decrease in accounts receivables primarily due to improvements in days sales outstanding. The increase in other current assets is primarily due to (i) a $40 million increase in restricted cash of subsidiaries, (ii) $8 million increase in the fair value of derivative assets.

Non-current assets:     The decrease of $193 million is due to (i) an $82 million decrease in intangible assets, primarily as a result of amortization, (ii) a $77 million decrease in investment in Orbitz Worldwide (iii) a $15 million decrease in property and equipment, net, primarily as a result of depreciation offset by additions, and (iv) a $19 million decrease in other non-current assets due to decrease in development advances and deferred finance costs.

 

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Current liabilities:     The increase of $64 million is primarily due to a $36 million increase in accrued expenses and other current liabilities, a $38 million increase in deferred income taxes partially offset by a $12 million decrease in the current portion of our long term borrowing. The increase in accrued expenses and other current liabilities is primarily due to, (i) a $40 million increase in customer prepayments due to an increase in volumes of transactions, (ii) a $17 million increase in payroll related costs, (iii) a $13 million increase in deferred revenue, partially offset by, (iv) a $33 million decrease in our derivatives liabilities primarily due to settlement payments on matured derivative contracts.

Non-current liabilities:     The decrease of $5 million is primarily due to a $35 million decreased in deferred income taxes offset by a $35 million net increase in indebtedness and a $5 million increase in other non-current liabilities.

Liquidity and Capital Resources

Our principal source of operating liquidity is cash flows generated from operations, including working capital. We maintain what we consider to be an appropriate level of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources, and a committed credit facility. As of December 31, 2012, our financing needs were supported by $98 million of available capacity under our revolving credit facility. In the event additional funding is required, there can be no assurance that further funding will be available on terms favorable to us or at all.

A significant concentration of our cash is in geographic locations that have no legal or tax limitations on its usage. We have efficient mechanisms in place to deploy cash as needed to fund operations and capital needs across all of our locations worldwide. Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments on debt and any mandatory or discretionary principal payments or repurchases of debt. With the cash and cash equivalents on our consolidated balance sheet, our ability to generate cash from operations over the course of a year and through access to our revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for at least the next twelve months.

As of December 31, 2012, our total leverage ratio was 7.24 compared to the maximum total leverage ratio allowable of 8.0; our first lien leverage ratio was 3.40 compared to the maximum first lien leverage ratio allowable of 4.0; our senior secured leverage ratio was 3.80 compared to the maximum senior secured leverage ratio allowable of 4.95; our cash balance was $110 million; and we were in compliance with all financial covenants related to long-term debt. Under the terms of our debt agreements, the maximum total leverage ratio with which we need to comply remains at 8.0 until June 30, 2013 and becomes 7.75 for the next two quarterly periods, and the first lien leverage ratio with which we need to comply remains at 4.0 until June 30, 2013 and becomes 3.85 for the next two quarterly periods. The senior secured leverage ratio with which we need to comply reduces to 4.75 as of March 31, 2013 and remains at that level until December 31, 2013.

Based on our current financial forecast, we believe we will continue to be in compliance with, or be able to avoid an event of default under, the loan agreements and the indentures governing our notes and meet our cash flow needs during the next twelve months. In the event of an unanticipated adverse variance compared to the financial forecast, which might lead to an event of default, we have the opportunity to take certain mitigating actions in order to avoid such a default, including: reducing or deferring discretionary expenditure; selling assets; re-negotiating financial covenants; and securing additional sources of finance or investment. In the unlikely event our results of operations are significantly lower than our forecast and our mitigating actions are unsuccessful, this could result in a breach of one or more of our financial covenants, including the leverage ratio. Under such circumstances, it is possible we would be required to repay all our outstanding secured debt and unsecured notes. We may not have the ability to repay such amounts.

In December 2012, we amended our Senior Secured Credit agreement as set forth under “—Debt and Financing Arrangements” below. Under continuing terms of our Senior Secured Credit Agreement and 2012 Secured Credit Agreement, we are required to refinance or repay approximately $750 million of our senior notes due 2014 on or prior to May 29, 2014, or the maturity date of our debt under the Senior Secured Credit Agreement and 2012 Secured Credit Agreement will be accelerated from the current maturity dates of August 2015 and November 2015 to May 2014 and August 2014, respectively. We may not have the ability to repay such amounts.

 

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As of the date of this Annual Report on Form 10-K, we announced a restructuring plan, the effect of which, among other things, will be to partially repay the senior notes of approximately $1 billion and exchange all or substantially all of the remaining senior notes with new senior notes due September 2016. In connection with the restructuring, we have entered into a new second priority senior secured credit agreement. In the event that all the senior notes due 2014 are repaid or extended, the maturity of our debt under the Senior Secured Credit Agreement and 2012 Secured Credit Agreement will not be accelerated to May 2014 and August 2014 as reflected above. In this case, substantially all of our debt will be scheduled for repayment in or after August 2015. There is no certainty that this refinancing will be completed.

We believe an important measure of our liquidity is unlevered free cash flow. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We believe unlevered free cash flow provides investors a better understanding of how assets are performing and measures management’s effectiveness in managing cash. We define unlevered free cash flow as net cash provided by (used in) operating activities of continuing operations, adjusted to exclude the impact of interest payments and to include capital expenditures on property and equipment additions and capital lease repayments. We believe this measure gives management and investors a better understanding of the cash flows generated by our underlying business, as our interest payments are primarily related to the debt assumed from previous business acquisitions while our capital expenditures are primarily related to the development of our operating platforms.

In addition, we present Travelport Adjusted EBITDA as a liquidity measure as we believe it is a useful measure to our investors to assess our ability to comply with certain debt covenants, including our maximum leverage ratios. Our total leverage ratio under our credit agreements is broadly computed by dividing the total debt (as defined under our credit agreements) as of the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA. Our first lien leverage ratio under our credit agreements is computed by dividing the total first lien loans (as defined under our credit agreements) as of the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA. Our senior secured leverage ratio under our 2012 Secured Credit Agreement is computed by dividing the total senior secured debt (as defined under our 2012 Secured Credit Agreement) as of the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA.

 

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Travelport Adjusted EBITDA and unlevered free cash flow are non-GAAP measures and may not be comparable to similarly named measures used by other companies. These measures should not be considered as measures of liquidity or cash flows from operations as determined under US GAAP. The following table provides a reconciliation of these non-GAAP measures:

 

     Year Ended December 31,  
(in $ millions)    2012     2011     2010  

Travelport Adjusted EBITDA

     455        507        545   

Less:

      

Interest payments

     (232     (267     (232

Tax payments

     (16     (22     (24

Changes in operating working capital

     72        (7     (47

FASA liability payments

     (7     (16     (18

Defined benefit pension plan funding

     (27     (17     (3

Other adjusting items ( 1 )

     (64     (54     (40
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities of continuing operations

     181        124        181   

Add: interest paid

     232        267        232   

Less: capital expenditures on property and equipment additions of continuing operations

     (92     (72     (173

Less: repayment of capital lease obligations

     (16     (14     (10
  

 

 

   

 

 

   

 

 

 

Unlevered free cash flow

     305        305        230   
  

 

 

   

 

 

   

 

 

 

 

(1) Other adjusting items relates to payments for costs included within operating income but excluded from Travelport Adjusted EBITDA. These include (i) $15 million and $21 million payments related to a historical dispute related to a now terminated arrangement with former distributor in the Middle East during the years ended December 31, 2012 and 2011, respectively, (ii) $20 million, $16 million and $30 million of corporate transaction costs payments during the years ended December 31, 2012, 2011 and 2010, respectively, (iii) $28 million and $6 million of litigation and related costs payments during the years ended December 31, 2012 and 2011, respectively, and (v) $1 million, $11 million and $10 million of restructuring related payments made during the years ended December 31, 2012, 2011 and 2010, respectively.

Cash Flows

The following table summarizes the changes to our cash flows provided by (used in) operating, investing and financing activities for the years ended December 31, 2012, 2011 and 2010:

 

     Year Ended December 31,  
(in $ millions)    2012     2011     2010  

Cash provided by (used in):

      

Operating activities of continuing operations

     181        124        181   

Operating activities of discontinued operations

            (12     103   

Investing activities

     (89     556        (241

Financing activities

     (106     (791     (22

Effects of exchange rate changes

            5        4   
  

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (14     (118     25   
  

 

 

   

 

 

   

 

 

 

 

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Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

At December 31, 2012, we had $110 million of cash and cash equivalents, a decrease of $14 million compared to December 31, 2011. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the year ended December 31, 2012 compared to the year ended December 31, 2011.

Operating activities of continuing operations:     For the year ended December 31, 2012, cash provided by operating activities of continuing operations was $181 million compared to $124 million for the year ended December 31, 2011. The increase of $57 million is primarily due to a $35 million decrease in interest payments and improvements in working capital, offset by a decline in Adjusted EBITDA.

Operating activities of discontinued operations:     For the year ended December 31, 2011, cash used by operating activities of the GTA business was $12 million. The GTA business was disposed of on May 5, 2011.

Investing Activities:     The cash used in investing activities for the year ended December 31, 2012 was primarily in relation to $92 million for capital expenditures. The cash provided by investing activities for the year ended December 31, 2011 consists of $628 million net cash received from the sale of the GTA business, offset by $77 million used for capital expenditure. Capital expenditure includes $5 million related to our disposed GTA business.

Financing Activities:     Cash used in financing activities for the year ended December 31, 2012 was $106 million. This primarily comprised of (i) $296 million of debt repayments, (ii) $42 million of net cash payments on the settlement of derivative contracts, (iii) $20 million of debt finance costs, offset by (vi) $250 million of proceeds from borrowings, including $170 million borrowed under the 2012 Secured Credit Agreement. The cash used in financing activities for the year ended December 31, 2011 was $791 million, and primarily comprised of (i) $672 million of debt repayments, (ii) $100 million of debt finance costs (iii) $89 million of distributions to our parent, offset by (iv) $35 million of revolver borrowings, and (v) $34 million cash received on settlement of derivative contracts.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

As of December 31, 2011, we had $124 million of cash and cash equivalents, a decrease of $118 million compared to December 31, 2010. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the year ended December 31, 2011 compared to the year ended December 31, 2010.

Operating activities of continuing operations:     For the year ended December 31, 2011, cash provided by operating activities of continuing operations was $124 million compared to $181 million for the year ended December 31, 2010. The decrease of $57 million is primarily due to (i) $35 million of incremental interest payments, (ii) $14 million of incremental defined benefit pension plan funding, and (iii) $14 million incremental cash used for other adjusting items, including the payment of NDC arbitration costs.

Operating activities of discontinued operations:     For the year ended December 31, 2011, cash used in operating activities of the GTA business was $12 million, compared to cash provided by operating activities of the GTA business $103 million for the year ended December 31, 2010. The operating activities of the GTA business for 2011 reflect its activities through May 5, 2011, the date of disposal of the business.

Investing activities:     The cash provided by investing activities for the year ended December 31, 2011 was $556 million. This was primarily due to (i) $628 million of net cash received from the sale of the GTA business, offset by (ii) $77 million of cash used for capital expenditures. The cash used in investing activities for the year ended December 31, 2010 was $241 million, primarily due to (i) $182 million used for capital expenditures, including amounts related to the software license from IBM, (ii) $50 million of additional investment in Orbitz Worldwide, (iii) $16 million for business acquisitions, offset by (iv) $7 million relating to sale of assets and restricted cash movement. Capital expenditures include $5 million and $9 million for the years ended December 31, 2011 and 2010, respectively, related to our disposed GTA business.

Financing activities:     Cash used in financing activities for the year ended December 31, 2011 was $791 million. This primarily comprised (i) $672 million of principal repayments of indebtedness, including $655

 

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million of term loan repayments primarily from sale proceeds of the GTA business, (ii) $100 million of cash used for debt finance costs associated with the Restructuring (iii) $89 million of capital distribution to our parent, offset by (iv) $35 million of revolver borrowings, and (v) $34 million cash received on settlement of derivative contracts. The cash used in financing activities for the year ended December 31, 2010 was $22 million and primarily consisted of (i) $517 million of proceeds from new borrowings, offset by (ii) $318 million of debt repayments; (iii) $137 million of cash restricted for “Tranche S” term loans; (iv) $61 million of net cash payments on the settlement of derivative contracts; and (v) $20 million of debt finance costs.

Debt and Financing Arrangements

The following table summarizes our net debt position as of December 31, 2012 and December 31, 2011:

 

     December 31,     Change  
(in $ millions)    2012     2011     $  

Current portion of long-term debt

     38        50        (12

Long-term debt

     3,392        3,357        35   
  

 

 

   

 

 

   

 

 

 

Total debt

     3,430        3,407        23   

Less: cash and cash equivalents

     (110     (124     14   

Less: cash held as collateral

     (137     (137       
  

 

 

   

 

 

   

 

 

 

Net debt

     3,183        3,146        37   
  

 

 

   

 

 

   

 

 

 

Secured Debt

As of December 31, 2012, our credit agreements and secured notes provide financing of $2,012 million, consisting of (i) a $1,881 million term loan facility, (ii) a $118 million of external revolving credit facility, (iii) a $133 million letter of credit facility collateralized with $137 million of restricted cash and (iv) a $13 million synthetic letter of credit facility.

On December 11, 2012, we amended and restated our existing Senior Secured Credit Agreement pursuant to the Fifth Amended and Restated Agreement which, among other things, (i) added additional guarantees and collateral from subsidiaries previously excluded from the collateral and guarantee requirements under the Senior Secured Credit Agreement, (ii) amended intercompany transaction restrictions and (iii) increased the interest rate payable to lenders by 25 basis points. In addition, at a future date and upon an additional increase of 50 basis points in the interest rate payable to lenders under the Senior Secured Credit Agreement, the Fifth Amended and Restated Agreement (i) permits us to issue additional junior secured debt; (ii) amends the change of control definition to permit holders of our Secured Priority Secured Notes, Senior Notes and Senior Subordinated Notes and holders of term loans issued by our direct parent holding company, Travelport Holdings Limited, to acquire voting stock of Travelport Limited or any of its direct or indirect parents without triggering an event of default under the First Lien Credit Agreement and (iii) amends certain existing covenants. The amendments to the covenants include, but are not limited to: (a) a decrease in the minimum liquidity covenant to $45 million starting on September 30, 2013, (b) a delay in step-downs in the total leverage ratio covenant by four quarters commencing with the quarter ending September 30, 2013, (c) an increase in the general basket for investments to $35 million, and (d) permits us to refinance the Secured Priority Secured Notes, which carry payment-in-kind interest, with new junior secured indebtedness that pays cash interest.

As a result of the Fifth Amendment and Restated Credit Agreement, (i) the interest rates on our euro and dollar denominated term loans due August 2015 increased from EURIBOR plus 4.5% and USLIBOR plus 4.5% respectively to EURIBOR plus 4.75% and US LIBOR plus 4.75%, respectively, and (ii) the interest rates on the dollar denominated “Tranche S” term loans increased from USLIBOR plus 4.5% to USLIBOR plus 4.75%.

On May 8, 2012, we entered into a credit agreement (the “2012 Secured Credit Agreement”) which (i) allowed for $175 million of new term loans issued at a discount of 3%, secured on a junior priority basis to the

 

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term loans under the Senior Secured Credit Agreement and on a senior priority basis to Second Priority Secured Notes, (ii) carries interest at USLIBOR plus 9.5% with a minimum USLIBOR floor of 1.5%, payable quarterly, and (iii) added a senior secured leverage ratio test, initially set at 4.95 until December 31, 2012.

Proceeds from the term loans under the 2012 Secured Credit Agreement were used to repay in full $41 million of euro denominated terms loans due August 2013, $121 million of dollar denominated term loans due August 2013 and $3 million of dollar denominated term loans due August 2015.

Foreign exchange fluctuations resulted in a $6 million increase in the principal amount of euro denominated long term debt during the year ended December 31, 2012.

During the year ended December 31, 2012, $14 million of interest was capitalized into the Second Priority Secured Notes.

As of December 31, 2011, we had capacity to borrow $181 million under the revolving credit facility of the Senior Secured Credit Agreement. On May 8, 2012, we entered into a revolving credit loan modification agreement relating to the Senior Secured Credit Agreement that, among other things, extended the maturity date of $61 million of the revolving loans under the Senior Secured Credit Agreement to May 24, 2015. In August 2012, we entered into a separate agreement relating to $62 million of revolving credit facility loan set to expire in August 2012 that assigned the commitments to a Travelport subsidiary and extended the maturity date to August 2013. The remaining $57 million of capacity under the revolving credit facility remains unchanged and is due to expire in August 2013.

The interest rates on the revolving loans increased from LIBOR plus 4.5% to LIBOR 4.75% pursuant to the Fifth Amended and Restated Credit Agreement. The commitment fee on the revolving loans remains at 300 basis point as at December 31, 2012.

During the year ended December, 2012, we borrowed $80 million and repaid $95 million under the revolving credit facility. At December 31, 2012, we had outstanding borrowings to external lenders of $20 million under the revolving credit facility, with remaining external borrowing capacity of $98 million.

As of December 31, 2012, we had approximately $118 million of commitments outstanding under our cash collateralized letter of credit facility and $11 million of commitments outstanding under our synthetic letter of credit facility. The commitments under these two facilities included approximately $72 million in letters of credit issued by us on behalf of Orbitz Worldwide. As of December 31, 2012, we had $17 million of remaining capacity under our letter of credit facilities.

On September 30, 2011, we amended our then existing Senior Secured Credit Agreement pursuant to the Fourth Amended and Restated Credit Agreement. The Fourth Amended and Restated Credit Agreement, among other things (i) allowed for new second lien term loans secured on a second priority basis, as described further below; (ii) added a minimum liquidity covenant to be effective under certain conditions; (iii) increased our restricted payment capacity; (iv) limits the general basket for investments to $20 million; (v) provided for our payment of a consent fee to various lenders; (vi) requires us to purchase and retire up to $20 million of our Senior Notes under certain conditions for each of the next two years; and (vii) amended our total leverage ratio test, which is initially set at 8.0 until June 30, 2013, and added a first lien leverage ratio test, which is initially set at 4.0 until June 30, 2013.

On September 30, 2011, we entered into the Second Lien Credit Agreement which, among other things; (i) allowed for new term loans in an aggregate principal amount of $342.5 million; (ii) matures on December 1, 2016; (iii) carries an interest rate equal to LIBOR plus 6%, payable in cash (only when permitted by the terms of the Fourth Amended and Restated Credit Agreement) or payment-in-kind interest on a cumulative quarterly basis; (iv) is guaranteed, on a secured second priority basis, by the same entities that guarantee our obligations under the senior secured credit agreement; (v) has substantially the same covenants and events of default as under the senior secured credit agreement; and (vi) may, under certain conditions, be converted into newly issued private-for-life bonds (the “Second Priority Secured Notes”) to be governed by an indenture that contains substantially the same covenants, events of default and remedies as the Second Lien Credit Agreement (the “Bond Conversion”).

 

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On September 30, 2011, we issued $207.5 million of term loans under the Second Lien Credit Agreement, which we then distributed to Travelport Holdings Limited. On October 3, 2011, Travelport Holdings Limited exchanged its second lien term loans as consideration to purchase $207.6 million of its unsecured PIK term loans at par.

On November 30, 2011, we completed the Bond Conversion and the Second Lien Credit Agreement was terminated. During 2011, $3 million of interest was capitalized into the Second Priority Secured Notes. As of December 31, 2011, we had outstanding $211 million of Second Priority Secured Notes.

In May 2011, proceeds from the sale of the GTA business, together with existing cash, were used to make a $655 million early repayment of term loans under our Senior Secured Credit Agreement, consisting of $19 million of euro denominated term loans due August 2013, $135 million of euro denominated term loans due August 2015, $51 million of dollar denominated term loans due August 2013 and $450 million of dollar denominated term loans due August 2015. We repaid approximately $3 million of our dollar denominated debt as quarterly installments in the first quarter of 2011.

The principal amount of our euro denominated term loans under the Senior Secured Credit Agreement increased by approximately $4 million as a result of foreign exchange fluctuations during the year ended December 31, 2011. This foreign exchange loss was fully offset by gains on foreign exchange hedge instruments contracted by us.

During the year ended December 31, 2011, we borrowed $35 million under our revolving credit facility which was repaid in January 2012.

Unsecured Debt

As of December 31, 2012, we had outstanding $122 million aggregate principal amount of senior dollar floating rate notes due 2014, €152 million ($201 million) aggregate principal amount of senior euro floating rate notes due 2014, $429 million aggregate principal amount of 9  7 / 8 % senior dollar fixed rate notes due 2014, and $250 million aggregate principal amount of 9% senior dollar fixed rate notes due 2016 (collectively, the “Senior Notes”). Our euro denominated and dollar denominated floating rate senior notes bear interest at a rate equal to EURIBOR plus 4  5 / 8 % and USLIBOR plus 4  5 / 8 %, respectively. Our Senior Notes are unsecured senior obligations and are subordinated to all our existing and future secured indebtedness (including debts outstanding under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes described under “—Secured Debt” above), but are senior in right of payment to any existing and future subordinated indebtedness (including the Senior Subordinated Notes described below). Upon the occurrence of a change of control, which is defined in the Indentures governing the Senior Notes, we shall make an offer to repurchase all of the Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

During the year ended December 31, 2012, we repurchased $14 million of 9  7 / 8 % dollar denominated Senior Notes, $11 million of euro denominated floating rate Senior Notes and $1 million of dollar denominated floating rate Senior Notes, resulting in a gain of $6 million.

As of December 31, 2012, we had outstanding $247 million aggregate principal amount of 11  7 / 8 % senior subordinated dollar denominated notes due 2016 and €140 million ($184 million) aggregate principal amount of 10  7 / 8 % senior subordinated euro denominated notes due 2016 (collectively, the “Senior Subordinated Notes”). Our Senior Subordinated Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all of the Borrower’s existing and future senior indebtedness and secured indebtedness (including debts outstanding under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes described under “—Secured Debt” above and the Senior Notes described above). Upon the occurrence of a change of control, which is defined in the Indentures governing the Senior Subordinated Notes, we shall make an offer to repurchase the Senior Subordinated Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

 

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The principal amount of our euro denominated Senior Notes and Senior Subordinated Notes increased by approximately $5 million and decreased by approximately $13 million as a result of foreign exchange fluctuations during the year ended December 31, 2012 and December 31, 2011, respectively.

Guarantees and Covenants

Travelport LLC, our indirect wholly-owned subsidiary, is the borrower (the “Borrower”) under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement, the Second Priority Secured Notes, the Senior Notes and the Senior Subordinated Notes. All obligations under our Senior Secured Credit Agreement, our 2012 Secured Credit Agreement, Second Priority Secured Notes, Senior Notes and Senior Subordinated Notes are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of our existing and future domestic wholly-owned subsidiaries. In addition, our secured debt issued under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries. All obligations under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes, and the guarantees of those obligations, are secured by substantially all the following assets of the Borrower and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Borrower, 100% of the capital stock of each guarantor and 65% of the capital stock of each of our wholly-owned non-US subsidiaries that are directly owned by us or one of the guarantors; and (ii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each U.S. guarantor subject to additional collateral and guarantee obligations.

The 2012 Secured Credit Agreement contains a general debt basket that may be secured by the assets of non-domestic subsidiaries in amounts up to $50 million or $145 million (with a portion of such $145 million being shared with the general lien basket), depending on the percentage of consolidated EBITDA provided by the guarantees of, and pledges of the equity in, such non-domestic guarantors. We currently have not met the threshold that would allow us to utilize the $145 million general debt basket for non-domestic subsidiaries.

Borrowings under the Senior Secured Credit Agreement are subject to amortization and prepayment requirements, and the Senior Secured Credit Agreement contains various covenants, including leverage ratios, events of default and other provisions.

Total net debt per our debt covenants is broadly defined as total debt excluding the collateralized portion of the “Tranche S” term loans, less cash and cash equivalents. Travelport Adjusted EBITDA is defined under our debt covenants as EBITDA adjusted to exclude the impact of purchase accounting, impairment of goodwill and intangibles assets, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with our restructuring efforts, non-cash equity-based compensation, unrealized gains (losses) on foreign exchange derivatives and other adjustments made to exclude expenses outside the normal course of operations.

The Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Indentures governing the Second Priority Secured Notes, Senior Notes and Senior Subordinated Notes, limit our and certain of our subsidiaries’ ability to:

 

   

incur additional indebtedness or issue certain preferred shares;

 

   

pay dividends on, repurchase or make other distributions in respect of their capital stock or make other restricted payments;

 

   

make certain investments;

 

   

sell certain assets;

 

   

create liens on certain assets to secure debt;

 

   

consolidate, merge, sell or otherwise dispose of all or substantially all their assets;

 

   

enter into certain transactions with affiliates; and

 

   

designate subsidiaries as unrestricted subsidiaries.

 

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Subject to certain exceptions, the Indentures governing the Second Priority Secured Notes, Senior Notes and Senior Subordinated Notes do not permit us or our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. Neither Travelport (Bermuda) Ltd. nor any of its subsidiaries, which together comprise non-US operations of Travelport, guarantees the Senior Notes and the Senior Subordinated Notes. As a result, these entities are less restricted than the Issuer and the guarantor entities in their ability to incur indebtedness. As of December 31, 2012, we were in compliance with the restrictive covenants under the Indentures.

Capital Leases

During the year ended December 31, 2012, we repaid $16 million under our capital lease obligations, terminated $14 million of capital leases and entered into $63 million of new capital leases for information technology assets. During the year ended December 31, 2011, we repaid approximately $14 million under our capital lease obligations and entered into $28 million of capital leases for information technology assets.

Foreign Currency and Interest Rate Risk

Portions of the debt used to finance our operations are exposed to interest rate and foreign currency exchange rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt and to manage our exposure to changes in foreign currency exchange rates associated with our euro denominated debt. The primary interest rate exposure during the year ended December 31, 2012 and 2011 was due to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate and foreign currency derivative contacts, including forward contracts and currency options as the derivative instruments in these hedging strategies.

We also use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables and forecasted earnings of our foreign subsidiaries (primarily to manage our foreign currency exposure to the British pound, Euro and Australian dollar).

During the years ended December 31, 2012, and 2011, none of the derivative financial instruments used to manage our interest rate and foreign currency exposures were designated accounting hedges, although during the year ended December 31, 2010, certain of our derivative financial instruments were designated as hedges for accounting purposes. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes, along with the ineffective portion of fluctuations in the fair value of such instruments designated as hedges, are recorded as a component of selling, general and administrative expenses in our consolidated statements of operations. (Losses) gains on these foreign currency derivative financial instruments amounted to nil, $(2) million and $(50) million for the years ended December 31, 2012, 2011 and 2010, respectively. The fluctuations in the fair value of interest rate derivative financial instruments not designated as hedges for accounting purposes, along with the ineffective portion of fluctuations in the fair value of such instruments designated as hedges, are recorded as a component of interest expense, net, in our consolidated statements of operations. Losses on these interest rate derivative financial instruments amounted to $(4) million, $(4) million and $(22) million for the years ended December 31, 2012, 2011 and 2010, respectively. The fluctuations in the fair values of our derivative financial instruments partially offset by the impact of the changes in the value of the underlying risks they are intended to economically hedge. During the year ended December 31, 2010, we recorded the effective portion of designated cash flow hedges in other comprehensive income (loss).

As of December 31, 2012, our interest rate and foreign currency hedges cover transactions for periods that do not exceed two years. As of December 31, 2012, we had a net asset position of $11 million related to derivative instruments associated with our euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

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

 

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2012 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. We have determined, through such analyses, that the impact of a 10% change in interest rates and foreign currency exchange rates with respect to the British pound and Australian dollar on our earnings, fair values and cash flows would not be material.

We have determined, through the sensitivity analysis, the impact of a 10% increase in foreign currency exchange rate with respect to the Euro would result in a charge of $24 million to our consolidated statement of operations, while a 10% decrease in foreign currency exchange rate with respect to the Euro wound result in a benefit of $21 million to our consolidated statement of operations. This exposure to the Euro is primarily a result of our Euro long term debt balances, which are not fully hedged by foreign exchange derivative instruments to offset the fluctuations in Euro exchange rates to the US dollar.

Financial Obligations

Contractual Obligations

The following table summarizes our future contractual obligations as of December 31, 2012. The table below does not include future cash payments related to (i) contingent payments that may be made to third parties at a future date; (ii) income tax payments for which the timing is uncertain; (iii) the various guarantees and indemnities described in the notes to the consolidated financial statements; or (iv) obligations related to pension and other post-retirement defined benefit plans.

 

     Year Ended December 31,  
(in $ millions)    2013      2014      2015      2016      2017      Thereafter      Total  

Debt ( 1 )

     38         772         1,672         920         15                   13         3,430   

Interest payments ( 2 )

     247         236         150         127         3         3         766   

Operating leases ( 3 )

     13         11         8         7         5         25         69   

Purchase commitments ( 4 )

     47         35         31         33                         146   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     345         1,054         1,861         1,087         23         41         4,411   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Under certain circumstances, of the $1,672 million debt maturing in the year ending December 31, 2015, $1,485 million and $171 million are subject to a reduction in maturity to May 2014 and August 2014 respectively (see “—Liquidity and Capital Resources”).

 

(2) Interest on floating rate debt and euro denominated debt is based on the interest rate and foreign exchange rate as of December 31, 2012. As of December 31, 2012, we have $61 million of accrued interest on our consolidated balance sheet that will be paid in 2013. Interest payments exclude the effects of mark-to-market adjustments on related hedging instruments.

 

(3) Primarily reflects non-cancellable operating leases on facilities and data processing equipment.

 

(4) Primarily reflects our agreement with a third party for data center services.

Our obligations related to defined benefit and post-retirement plans are actuarially determined on an annual basis at our financial year end. As of December 31, 2012, plan contributions of $1 million are expected to be made in 2013. Funding projections beyond 2013 are not practical to estimate. Income tax liabilities for uncertain tax positions were excluded as we are not able to make a reasonably reliable estimate of the amount and period of related future payments. As of December 31, 2012 we had $23 million of gross unrecognized tax benefit for uncertain tax positions.

Other Commercial Commitments and Off-Balance Sheet Arrangements

Other Commitments:     As part of a restructuring (the “Restructuring”) of our direct parent company, Travelport Holdings Limited (“Holdings”), senior unsecured payment-in-kind (“PIK”) term loans, we intend to invest $135 million of Second Priority Secured Notes plus accrued interest, into an unrestricted subsidiary,

 

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subject to a favorable declaratory judgment ruling. The unrestricted subsidiary will then deliver these Second Priority Secured Notes, plus accrued interest, in satisfaction of the existing $135 million of Holdings’ senior unsecured PIK term loans.

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 believe we have adequately accrued for such matters as appropriate or, for matters not requiring accrual, we will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although we believe our accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on our results of operations or cash flows in a particular reporting period.

On April 12, 2011, American Airlines filed a suit against Travelport and Orbitz Worldwide in the United States District Court for the Northern District of Texas. American Airlines amended its complaint on June 9, 2011 to add Sabre as a defendant. On November 21, 2011, the Court dismissed all but one claim against us, but American Airlines amended its complaint again on December 5, 2011, asserting three new claims and reasserting one previously dismissed claim against us. On February 28, 2012, the Court granted American Airlines leave to reassert a more limited version of one additional claim that was previously dismissed. We again moved to dismiss American Airlines’ new and reasserted claims, but on August 7, 2012, the Court ruled that American Airlines could proceed with its claims. American Airlines is alleging violations of US federal antitrust laws based on the ways in which we operate our GDS and the terms of its contracts with suppliers and subscribers, including Orbitz Worldwide. American Airlines also alleges that we conspired with other GDSs and travel agencies to exclude American Airlines’ Direct Connect from competition for travel agencies. The suit seeks injunctive relief and damages. Although we believe American Airlines will allege damages that would be material to us if there was an adverse ruling, we believe American Airlines’ claims are without merit, and we intend to defend the claims vigorously. While no assurance can be provided, we do not believe the outcome of this dispute will have a material adverse effect on our results of operations or liquidity condition. On December 22, 2011, we filed counterclaims against American Airlines, alleging violations of US federal antitrust laws based on actions American Airlines has taken against us and other industry participants. On August 16, 2012, the Court dismissed our counterclaims on standing grounds. On September 6, 2012, the Court stayed the case until December 21, 2012 to allow for mediation. The mediation was held on December 12 and 13, 2012. The parties continue to negotiate to resolve their dispute and to settle the case. The stay of the case was lifted on January 15, 2013 and discovery is proceeding.

In September 2011, we received letters from Dewey & LeBoeuf LLP as counsel to certain holders of its outstanding Senior and Senior Subordinated Notes (the “Notes”) making certain assertions alleging potential events of default under the Indentures relating to the Restructuring. We disagree with the assertions in the letters and we believe we are in full compliance with the provisions of the Indentures for the Notes. On October 28, 2011, pursuant to the terms of the Restructuring, we filed a complaint for declaratory judgment against The Bank of Nova Scotia Trust Company of New York, as initial trustee under the Indentures governing its outstanding Senior Notes, in the United States District Court for the Southern District of New York (the “Court”), and we filed an amended complaint on November 3, 2011. In this declaratory judgment action, we are seeking a ruling from the Court that the investment of $135 million in an unrestricted subsidiary is permissible under the terms of the Indentures and is, therefore, not an event of default under the Indentures as alleged in the letters referenced above. In the event we do not receive a declaratory judgment ruling that the investment in the unrestricted subsidiary is permitted, the investment will not be made. On February 24, 2012, Computershare Trust Company, N.A. (the successor trustee under the Indentures governing such Notes) (the “Trustee”) filed an answer and counterclaim in response to our amended complaint. The answer adds Travelport Holdings Limited as a party and seeks a ruling from the Court that the investment of $135 million described above would violate the terms of the Indentures and would constitute an event of default under the Indentures if it was made. Further, the counterclaim seeks (i) to receive a determination as to the occurrence of certain alleged fraudulent conveyances in the context of the Restructuring and to recover assets alleged to be fraudulently conveyed by Travelport LLC to the Company, and by the Company to, or for the benefit of, Travelport Holdings Limited, (ii) to annul and set aside obligations alleged to be fraudulently incurred by Travelport LLC, and (iii) to obtain a judicial

 

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determination that Travelport LLC has violated its contractual obligations to debt holders. On April 18, 2012, the Trustee filed an amended answer and counterclaims. On February 13, 2013, the Court issued a 90-day stay of the litigation. We believe these claims are without merit although no assurance can be given due to the uncertainty inherent in litigation.

Standard Guarantees/Indemnifications:     In the ordinary course of business, we enter into numerous agreements that contain standard guarantees and indemnities whereby we indemnify another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of our trademarks, (iv) financial institutions in derivative contracts, and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that we could be required to make under these guarantees, nor are we able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against us under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by us, we maintain insurance coverage that mitigates any potential payments to be made.

Critical Accounting Policies

In presenting our financial statements in conformity with US GAAP, we are required to make estimates and assumptions that affect the amounts reported and related disclosures. Several of the estimates and assumptions required relate to matters that are inherently uncertain as they pertain to future events. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe the estimates and assumptions used when preparing our consolidated financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where a fee is paid for a service performed, and, therefore the majority of transactions are based on accounting policies that are neither particularly subjective, nor complex.

GDS Revenue Recognition

Fees are collected from travel suppliers based upon the bookings made by travel agencies, internet sites and other subscribers. We also collect fees from travel agencies, internet sites and other subscribers for providing the ability to access schedule and fare information, book reservations and issue tickets for air travel through the use of our GDS. Our GDS records revenue for air travel reservations processed through Galileo, Apollo and Worldspan at the time of the booking of the reservation. In cases where the airline booking is cancelled, the booking fee must be refunded to the customer less any cancellation fee. Additionally, certain of our more significant contracts provide for incentive payments based upon business volume. As a result, we record revenue net of estimated future cancellations and net of anticipated incentives for customers. Cancellations prior to the day of departure are estimated based on the historical level of cancellations rates, adjusted to take into account any recent factors which could cause a change in those rates. Anticipated incentives are calculated on a consistent basis and frequently reviewed. In circumstances where expected cancellation rates or booking behavior changes, our estimates are revised, and in these circumstances, future cancellation and incentive estimates could vary materially, with a corresponding variation in net revenue. Factors which could have a significant effect on our estimates include global security issues, epidemics or pandemics, natural disasters, general economic conditions, the financial condition of travel suppliers, and travel related accidents.

 

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Our GDS distribute its products through a combination of owned sales and marketing organizations, or SMOs, and a network of non-owned national distribution companies, or NDCs. The NDCs are used in markets where we do not have our own SMOs to distribute our products. In cases where NDCs are owned by airlines, we may pay a commission to the NDCs/airlines for the sales of distribution services to the travel agencies and also receive revenue from the same NDCs/airlines for the sales of segments through Galileo and Worldspan. We account for the fees received from the NDCs/airlines as revenue, and commissions paid to NDCs/airlines as cost of revenue. Fees received and commissions paid are presented in the consolidated statements of operations on a gross basis, as the benefits derived from the sale of the segment are sufficiently separable from the commissions paid.

Development Advances

We pay inducements to traditional and online travel agencies for their usage of our GDS. These inducements may be paid at the time of signing a long-term agreement, at specified intervals of time, upon reaching specified transaction thresholds or for each transaction processed through our GDS. Inducements that are payable on a per transaction basis are expensed in the month the transactions are generated. Inducements paid at contract signing or payable at specified dates are capitalized as development advances and amortized over the expected life of the travel agency contract. Inducements payable upon the achievement of specified objectives are assessed as to the likelihood and amount of ultimate payment and expensed as incurred. If the estimate of the inducements to be paid to travel agencies in future periods changes, based upon developments in the travel industry or upon the facts and circumstances of a specific travel agency, cost of revenue could increase or decrease accordingly. In addition, we estimate the recoverability of capitalized development advances based upon the expected future cash flows from transactions generated by the related travel agencies. If the estimate of the future recoverability of amounts capitalized changes, cost of revenue will increase as the amounts are written-off. As of December 31, 2012 and December 31, 2011, we recorded development advances of $155 million and $163 million, respectively, which are included on our consolidated balance sheets.

Valuation of Equity Method Investments

We review our investment in Orbitz Worldwide for impairment quarterly to determine if a decrease in value is other than temporary. This analysis is focused on the market value of Orbitz Worldwide shares compared to our recorded book value of such shares. Factors that could lead to impairment of our investment in the equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide. We may be required in the future to record a charge to earnings if our investment in equity of Orbitz Worldwide becomes impaired. Any such charge would adversely impact our results.

Pension and Other Post-Retirement Defined Benefits

We provide post employment defined benefits to a number of our current and former employees. Costs associated with post employment defined benefits include pension and post-retirement health care expenses for employees, retirees and surviving spouses and dependents.

The determination of the obligation and expense for our pension and other post-retirement employee benefits, such as retiree health care, is dependent on certain assumptions used by actuaries in calculating such amounts. Certain of the more important assumptions are described in Note 14 — Employee Benefit Plans to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K and include the discount rate, expected long-term rate of return on plan assets, rates of increase in health care costs, retirement rates, mortality rates and other factors. The effects of any modification to those assumptions are either recognized immediately or amortized over future periods in accordance with US GAAP. Actual results that differ from assumptions used are accumulated and generally amortized over future periods.

The primary assumptions affecting our accounting for employee benefits are as follows:

 

   

Discount rate:     The discount rate is used to calculate pension and post-retirement employee benefit obligations. The discount rate assumption is based on a constant effective yield from matching projected

 

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plan cash flows to high quality (AA) bond yields of corresponding maturities as of the measurement date. We used weighted average discount rates of 3.6% for defined benefit pension plans and 3.8% for post-retirement benefit plans to determine our pension and other benefit obligations as of December 31, 2012.

The impact of a 100 basis point increase or decrease in the discount rate for defined benefit pension plans would be to decrease pension liabilities by $76 million or increase pension liabilities by $93 million, respectively, as of December 31, 2012. The sensitivity to a 100 basis point increase or decrease in the discount rate assumption related to our pre-tax employee benefit expense for 2012 would be to decrease or increase, respectively, the 2012 pre-tax pension expense by $4 million, as the net actuarial losses or gains more than offset the decrease or increase in interest expense.

 

   

Expected long-term rate of return on plan assets:     The expected long-term rate of return is used in the calculation of net periodic benefit cost. The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. The expected long-term rate of return for pension assets has been determined using historical returns for the different asset classes held by our trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. In determining the pension expense for 2012, we used a weighted average expected long-term rate of return on plan assets of 7.2%.

Actual returns on pension assets for 2012, 2011 and 2010 were 11.6%, 5.4% and 12.4%, respectively, compared to the expected rate of return assumption of 7.2%, 7.4% and 6.3%, respectively. The impact of a 100 basis point increase or decrease in the expected return on assets for 2012 would have been to decrease or increase the 2012 pre-tax pension expense by $3 million.

While we believe these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect our defined benefit pension and post-retirement employee benefit obligations and our future expense. See Note 14 — Employee Benefit Plans to the consolidated financial statements for more information regarding our retirement benefit plans.

Derivative Instruments

We use derivative instruments as part of our overall strategy to manage our exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. As a matter of policy, we do not use derivatives for trading or speculative purposes. We determine the fair value of our derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to our own credit risk and counterparty credit risk.

Subsequent to initial recognition, we adjust the initial fair value position of the derivative instruments for the creditworthiness of its banking counterparty (if the derivative is an asset) or of our own (if the derivative is a liability). This adjustment is calculated based on default probability of the banking counterparty or the Company, as applicable, and is obtained from active credit default swap markets and is then applied to the projected cash flows. The aggregate counterparty credit risk adjustment applied to our derivative position was approximately nil and $11 million as of December 31, 2012 and December 31, 2011, respectively.

We use foreign currency derivative contracts, including forward contracts and currency options, to manage our exposure to changes in foreign currency exchange rates associated with our euro denominated debt, our foreign currency denominated receivables and payables, and forecasted earnings of foreign subsidiaries (primarily to manage our foreign currency exposure to the British pound, Euro and Australian dollar). A portion of our debt is exposed to interest rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure as of December 31, 2012 and 2011 was due to interest rate fluctuations in the United States and Europe, specifically the impact of USLIBOR and EURIBOR interest rates on the variable rate borrowings. We currently use interest rate swaps as the derivative instrument in these hedging strategies.

 

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As of December 31, 2012, none of the derivative contracts used to manage our foreign currency and floating interest rate exposures are designated as cash flow hedges, although during the year ended December 31, 2010, certain derivative instruments have been designated as hedges for accounting purposes. The fluctuations in the value of the undesignated derivative instruments and the ineffective portion of derivatives designated as hedging instruments are recognized in earnings in our consolidated statements of operations. However, the fluctuations largely offset the impact of changes in the value of the underlying risk they are intended to economically hedge.

Impairment of Goodwill and Trademarks and Tradenames

We review the carrying value of goodwill and indefinite-lived intangible assets annually or more frequently if circumstances indicate impairment may have occurred. In performing this review, we are required to estimate the fair value of goodwill and other indefinite-lived intangible assets.

The determination of the fair value requires us to make significant judgments and estimates, including projections of future cash flows from the business. These estimates and required assumptions include estimated revenues and revenue growth rates, operating margins used to calculate projected future cash flows, future economic and market conditions, and the estimated weighted average cost of capital (“WACC”). We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

We perform our annual impairment testing of goodwill and indefinite-lived intangible assets in the fourth quarter of each year, subsequent to completing our annual forecasting process. We have adopted a qualitative approach to test goodwill and indefinite-lived assets for impairment for the year ended December 31, 2012. Based on a number of key factors it is determined that it is more likely than not, that the fair value of goodwill and indefinite-lived intangible assets is greater than its carrying amount. As a result of the impairment testing performed in each of the years ended December 31, 2012, 2011 and 2010, we concluded that the fair value of goodwill and other indefinite-lived intangible assets significantly exceeded the carrying value. As a result no impairment of intangibles was recorded in any of these years.

Impairment of Definite-Lived Assets

We review the carrying value of these assets if indicators of impairment are present and determine whether the sum of the estimated undiscounted future cash flows attributable to these assets is less than the carrying value. If less, we recognize an impairment loss based on the excess of the carrying amount of the definite-lived asset over its respective fair value. In estimating the fair value, we are required to make a number of assumptions including assumptions related to projections of future cash flows, estimated growth and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could result in impairment in future periods. No indicators were identified during any of the years 2012, 2011 or 2010 requiring testing of our definite-lived assets for impairment.

Income Taxes

We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review deferred tax assets by jurisdiction to assess their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate, which could materially impact the results of operations. During 2012, a $44 million increase in the valuation allowance was recognized within the provision for income taxes in the consolidated statement of operations.

We operate in numerous countries where our income tax returns are subject to audit and adjustment by local tax authorities. As we operate globally, the nature of the uncertain tax positions is often very complex and subject to change and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate uncertain tax

 

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positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks, including changes in foreign currency exchange rates and interest rates. Our exposure to market risks is managed though the use of financial instruments when considered appropriate. We use interest rate swaps, foreign currency forward contracts and foreign currency options to manage and reduce interest rate and foreign currency exchange rate risk associated with our euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

We are exclusively an end user of these financial instruments, which are commonly referred to as derivatives. We do not engage in trading, market making or other speculative activities in the derivatives markets. We manage our exposure to counterparty credit risk related to our use of derivatives through minimum credit standards and diversification of counterparties. Our counterparties are substantial investment and commercial banks with significant experience in providing such derivative financial instruments. More detailed information about these derivative financial instruments is provided in Note 12—Financial Instruments to the consolidated financial statements.

We assess our market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values and cash flows. There are certain limitations inherent in this sensitivity analyses as our overall market risk is influenced by a wide variety of factors, including the volatility present within markets and the liquidity of markets. These “shock tests” are constrained by several factors, including the necessity to conduct analysis based on a single point in time and the inability to include complex market reactions normally arising from the market shifts modeled.

Interest Rate Risk

Our primary interest rate exposure as of December 31, 2012 was due to interest rate fluctuations in the United States and Europe, specifically the impact of USLIBOR and EURIBOR interest rates on our variable rate borrowings. We anticipate such interest rate risk will remain a market risk exposure for the foreseeable future.

We assess our interest rate market risk utilizing a sensitivity analysis based on our interest rate derivatives and a hypothetical 10% change (increase or decrease) in interest rates. We have determined, through such analysis, that the impact of a 10% change in interest rates as of December 31, 2012 would not be material on our earnings. Increases or decreases in interest rates on our variable rate borrowings are expected to be partially offset by corresponding gains or losses related to interest rate derivatives and when combined, these do not result in a material impact on our consolidated financial statements.

Foreign Currency Risk

We have foreign currency exposure to exchange rate fluctuations, particularly with respect to the British pound, Euro and Australian dollar. We anticipate such foreign currency risk will remain a market risk exposure for the foreseeable future.

We assess our foreign currency market risk utilizing a sensitivity analysis based on our foreign currency derivatives and a hypothetical 10% change (appreciation or depreciation) in the value of underlying currencies being hedged, against the US dollar as of December 31, 2012. We have determined, through such analysis, that the impact of a 10% change in foreign currency exchange rates with respect to the British pound and Australian dollar would not have a material impact on our earnings for the year ended December 31, 2012.

We have determined, through the sensitivity analysis, the impact of a 10% increase in foreign currency exchange rate with respect to the Euro would result in a charge of $24 million to our consolidated statement of operations, while a 10% decrease in foreign currency exchange rate with respect to the Euro would result in a benefit of $21 million to our consolidated statement of operations. This exposure to the Euro is primarily a result

 

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of our Euro long term debt balances, which are not fully hedged by foreign exchange derivative instruments to offset the fluctuations in Euro exchange rates to the US dollar.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and Financial Statement Index commencing on Page F-1 hereof.

The consolidated financial statements and related footnotes of Travelport’s non-controlled affiliate, Orbitz Worldwide, Inc., are included as Exhibit 99 to this Form 10-K and are hereby incorporated by reference herein from the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed by Orbitz Worldwide, Inc. with the SEC on March 5, 2013. The Company is required to include the Orbitz Worldwide financial statements in its Form 10-K due to Orbitz Worldwide meeting certain tests of significance under SEC Rule S-X 3-09. The management of Orbitz Worldwide is solely responsible for the form and content of the Orbitz Worldwide financial statements.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A(T).    CONTROLS AND PROCEDURES

(a)    Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (the “Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act for the year ended December 31, 2012. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b)    Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, our management believes that, as of December 31, 2012, our internal control over financial reporting is effective.

(c)    Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the Company’s fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Commission that permit us to provide only management’s report in this Annual Report.

 

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ITEM 9B.      OTHER INFORMATION

On March 6, 2013, our Board of Directors approved a special payment to our management, including our Named Executive Officers: Gordon Wilson ($135,646); Eric J. Bock ($61,864); Philip Emery ($45,336); Kurt Ekert ($26,786); and Mark Ryan ($23,953). In addition, our Board of Directors approved supplemental awards to Mr. Wilson of $250,000 under the 2012 Long-Term Incentive Plan and $250,000 under the 2013 Long-Term Management Incentive Program. The Board of Directors also approved additional severance of 12 months of base pay for Kurt Ekert in the event that Mr. Ekert’s employment is terminated by the Company without cause or he is constructively terminated, subject to the terms and conditions set forth in Mr. Ekert’s employment agreement. The letter agreement for Mr. Ekert reflecting this change will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2013.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information about our executive officers and directors:

 

Name

   Age     

Position

Gordon A. Wilson

     46       President and Chief Executive Officer; Director

Eric J. Bock

     47       Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Philip Emery

     49       Executive Vice President and Chief Financial Officer

Kurt Ekert

     42       Executive Vice President and Chief Commercial Officer

Mark Ryan

     52       Executive Vice President and Chief Information Officer

Jeff Clarke

     51       Chairman of the Board of Directors

Douglas M. Steenland

     61       Vice Chairman of the Board of Directors

Gavin R. Baiera

     37       Director

Anthony J. Bolland

     59       Director

Martin J. Brand

     38       Director

Paul C. Schorr IV

     45       Director

Gordon A. Wilson.     Mr. Wilson has served as our President and Chief Executive Officer, as well as a member of our Board of Directors, since June 2011. Mr. Wilson served as our Deputy Chief Executive Officer from November 2009 until June 2011 and as President and Chief Executive Officer of Travelport’s GDS business (which includes the Airline IT Solutions business) since January 2007. Mr. Wilson has 21 years of experience in the electronic travel distribution and airline IT industry. Prior to the acquisition of Worldspan, Mr. Wilson served as President and Chief Executive Officer of Galileo. Mr. Wilson was Chief Executive Officer of B2B International Markets for Cendant’s Travel Distribution Services Division from July 2005 to August 2006 and for Travelport’s B2B International Markets from August 2006 to December 2006, as well as Executive Vice President of International Markets from 2003 to 2005. From 2002 to April 2003, Mr. Wilson was Managing Director of Galileo EMEA and Asia Pacific. From 2000 to 2002, Mr. Wilson was Vice President of Galileo EMEA. Mr. Wilson also served as Vice President of Global Customer Delivery based in Denver, Colorado, General Manager of Galileo Southern Africa in Johannesburg, General Manager of Galileo Portugal and Spain in Lisbon, and General Manager of Airline Sales and Marketing. Prior to joining Galileo International in 1991, Mr. Wilson held a number of positions in the European airline and chemical industries.

Eric J. Bock.     Mr. Bock has served as our Executive Vice President, Chief Legal Officer and Chief Compliance Officer since August 2006 and as our Chief Administrative Officer since January 2009. Mr. Bock served as our Corporate Secretary from August 2006 to January 2009. In addition, Mr. Bock oversees our legal, government relations, communications, compliance, corporate social responsibility and philanthropic programs and corporate secretarial functions. In addition, Mr. Bock serves as the Treasurer of the TravelportPAC Governing Committee. Mr. Bock also serves on the Board of Directors of numerous subsidiaries of Travelport, as well as Travelport’s Employee Benefits and Charitable Contribution Committees. Mr. Bock is a member of the Board of Directors of eNett. From May 2002 to August 2006, Mr. Bock was Executive Vice President, Law, and Corporate Secretary of Cendant where he oversaw legal groups in multiple functions, including corporate matters, finance, mergers and acquisitions, corporate secretarial and governance, as well as the Travelport legal function since its inception in 2001. From July 1997 until December 1999, Mr. Bock served as Vice President, Legal, and Assistant Secretary of Cendant and was promoted to Senior Vice President in January 2000 and Corporate Secretary in May 2000. Prior to this, Mr. Bock was an associate in the corporate group at Skadden, Arps, Slate, Meagher & Flom LLP in New York.

Philip Emery.     Mr. Emery has served as our Executive Vice President and Chief Financial Officer since October 2009 and is responsible for all aspects of finance and accounting, decision support and financial

 

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planning and analysis globally. Prior to this role, Mr. Emery had served as Chief Financial Officer of Travelport’s GDS division since September 2006. Between 2002 and 2005, Mr. Emery was Chief Financial Officer of Radianz, a global extranet for the financial services industry, based in New York, which was sold to British Telecom in 2005. Prior to that, Mr. Emery worked in a number of global and European strategic planning and financial roles for London Stock Exchange and NASDAQ-listed companies, such as Rexam plc and 3Com Inc., holding roles such as International Finance Director and Controller and Operations Director.

Kurt Ekert.     Mr. Ekert is our Executive Vice President and Chief Commercial Officer with global responsibility for sales, customer engagement, product marketing, pricing, supplier services/content and operations across over 170 countries. Prior to this role, Mr. Ekert was Chief Operating Officer of the Company’s former GTA business, where Mr. Ekert led GTA’s commercial and operating functions, as well as all elements of its online consumer business. Before joining GTA, Mr. Ekert was Senior Vice President, Travelport Supplier Services. Also at Travelport, Mr. Ekert has held the positions of Group Vice President, Strategy and Business Development and Chief Operating Officer, Travelport/Orbitz for Business. Prior to joining Travelport, Mr. Ekert’s experience in the travel industry included a number of senior finance roles at Continental Airlines. Mr. Ekert serves as a director of Passur Aerospace, Inc.

Mark Ryan.     Mr. Ryan is our Executive Vice President and Chief Information Officer with global responsibility for formulating and executing Travelport’s technology strategy, including software solutions, applications development and IT operations. Mr. Ryan also serves on the Board of Directors of IGT Solutions Private Limited, a joint venture majority owned by Travelport. Prior to joining Travelport, Mr. Ryan was Senior Vice President and Chief Information Officer of Atlanta-based Matria Healthcare. Prior to joining Matria Healthcare in 2005, Mr. Ryan was Chief Technology Officer and a director of Vodafone Global Content Services. From 1999 to 2001, Mr. Ryan was Chief Technology Officer at Weather.com/The Weather Channel. Mr. Ryan also has served as Chief Technology Officer of eBay. Prior to joining eBay, Mr. Ryan spent eighteen years with IBM and was an executive-on-loan to the 1996 Atlanta Olympic Games in the role of chief integration architect.

Jeff Clarke.     Mr. Clarke has served as the Chairman of our Board of Directors since February 2012 and as a member of our Board of Directors since September 2006. Mr. Clarke has served as a member of our Audit Committee and Compensation Committee since February 2012. From June 2011 until February 2012, Mr. Clarke served as our Executive Chairman. From May 2006 until June 2011, Mr. Clarke was as our President and Chief Executive Officer. Mr. Clarke also serves as Chairman of the Board of Directors of Orbitz Worldwide, Inc. Mr. Clarke has served as a Managing Partner at Augusta Columbia Capital Group since February 2012. Mr. Clarke has 26 years of strategic, operational and financial experience with leading high-technology firms. From April 2004 to April 2006, Mr. Clarke was Chief Operating Officer of the software company CA, Inc. (formerly Computer Associates, Inc.). Mr. Clarke also served as Executive Vice President and Chief Financial Officer of CA, Inc. from April 2004 until February 2005. From 2002 through November 2003, Mr. Clarke was Executive Vice President, Global Operations at Hewlett-Packard Company. Before then, Mr. Clarke joined Compaq Computer Corporation in 1998 and held several positions, including Chief Financial Officer of Compaq from 2001 until the time of Compaq’s merger with Hewlett-Packard Company in 2002. From 1985 to 1998, Mr. Clarke held several financial, operational and international management positions with Digital Equipment Corporation. Mr. Clarke serves on the Board of Directors of Red Hat, Inc., a New York Stock Exchange company that is a leading open source technology solutions provider. Mr. Clarke is also a member of the Northeastern University Corporation.

Douglas M. Steenland.     Mr. Steenland has served as our Vice Chairman and as a member of our Audit Committee and Compensation Committee since August 2011. Mr. Steenland is an Executive Advisor to the Blackstone Private Equity Group. Mr. Steenland is Chairman of the Board of Performance Food Group Inc. and holds a portfolio of board directorships, including American International Group, Inc., a New York Stock Exchange company, and its wholly owned subsidiary, International Lease Finance Corporation, Chrysler Group LLC, Digital River, Inc., a Nasdaq company, and Hilton Worldwide Inc. Mr. Steenland previously held numerous executive roles during seventeen years with Northwest Airlines Corporation, most latterly as President

 

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and Chief Executive Officer, from October 2004 until its merger with Delta Air Lines in October 2008. In the past five years, Mr. Steenland has also served as a director of Northwest Airlines Corporation.

Gavin R. Baiera.     Mr. Baiera has served as a member of our Board of Directors and a member of our Audit Committee and Compensation Committee since October 2011. Mr. Baiera is a Managing Director at Angelo, Gordon & Co., L.P., a privately-held registered investment advisor currently managing approximately $23 billion. Prior to joining Angelo Gordon, Mr. Baiera was co-head of the Strategic Finance Group at Morgan Stanley which was responsible for all origination, underwriting and distribution of restructuring transactions. Prior to joining Morgan Stanley in 2005, Mr. Baiera was a Vice President of General Electric Capital Corporation concentrating on underwriting and investing in restructuring transactions. Mr. Baiera began his career at General Electric Capital Corporation in their financial management program. Mr. Baiera serves on the Board of Directors of American Media, Inc.

Anthony J. Bolland.     Mr. Bolland has served as a member of our Board of Directors since December 2011. Mr. Bolland is a managing director and was a founding partner (1983) of BV Investment Partners and predecessor and related entities. Mr. Bolland has over thirty years of experience in principal investing activities and has been a member of the board of directors of numerous private and public corporations, including American Media, Inc., Six Flags Entertainment, Covanta Energy Corporation, Integra Telecommunications, Rural Cellular Corporation, Sygnet Wireless, National Law Publishing Company and Production Resources Group.

Martin J. Brand.     Mr. Brand has served as a member of our Board of Directors, Chairman of our Audit Committee and a member of our Compensation Committee since March 2007. Mr. Brand is a Managing Director in the Corporate Private Equity Group of Blackstone. Mr. Brand joined Blackstone’s London office in 2003 and transferred to Blackstone’s New York office in 2005. Since joining Blackstone, Mr. Brand has been involved in the execution of the firm’s direct investments in BankUnited, PBF Energy, Exeter Finance, Cine UK, Kabel BW, Performance Food Group, Kabelnetz NRW, New Skies, NHP, OSUM, Primacom, Sulo, Travelport and Vistar. Before joining Blackstone, Mr. Brand was a consultant with McKinsey & Company. Prior to that, Mr. Brand was a derivatives trader with the Fixed Income, Currency and Commodities division of Goldman, Sachs & Co. in New York and Tokyo. Mr. Brand is a member of the Boards of Directors of Bayview Financial, Performance Food Group, Orbitz Worldwide, Inc., Exeter Finance and PBF Energy. Mr. Brand serves on the Advisory Board of the Hudson Union Society and the Board of Directors of the Harvard Business School Club of New York.

Paul C. Schorr IV (“Chip”).     Mr. Schorr has served as a member of our Board of Directors since July 2006 and was the Chairman of our Board of Directors from September 2006 until May 2011. Mr. Schorr has served as Chairman of our Compensation Committee since September 2006. Mr. Schorr has served as a member of our Audit Committee since September 2006 and served as Chairman of the Audit Committee from September 2006 to March 2007. Mr. Schorr is Chairman and Managing Partner of Augusta Columbia Capital Group, where he principally concentrates on investments in technology. Until January 2011, Mr. Schorr was a Senior Managing Director in the Corporate Private Equity Group of Blackstone. Mr. Schorr remains a Senior Advisor to Blackstone on technology investments. Before joining Blackstone in 2005, Mr. Schorr was a Managing Partner of Citigroup Venture Capital in New York where he was responsible for group management and the firm’s technology/telecommunications practice. Mr. Schorr was involved in such transactions as Fairchild Semiconductor, ChipPAC, Intersil, AMI Semiconductor, Worldspan and NTelos. He had been with Citigroup Venture Capital for nine years. Mr. Schorr is a member of the Board of Directors of Ameritas Mutual Holding Company. Mr. Schorr is also a member of the Boards of Jazz at Lincoln Center and a Trustee of both the Whitney Museum of American Art and Snowmass Chapel.

Each Director is elected annually and serves until the next annual meeting of stockholders or until his successor is duly elected and qualified.

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships between our Directors and executive officers.

 

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Compensation Committee Interlocks and Insider Participation

As a privately-held company, we are not required to have independent directors on our Board of Directors. Other than Mr. Bolland, none of our Directors are independent.

Board Composition

Committees of the Board

Our Board of Directors has an audit committee, a compensation committee and an executive committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary and advisable. None of the Directors on these committees are independent directors.

Audit Committee

Our Audit Committee is comprised of Messrs. Clarke, Steenland, Schorr, Brand and Baiera. Mr. Brand is the Chairman of the Audit Committee. The Audit Committee is responsible for assisting our Board of Directors with its oversight responsibilities regarding: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our independent registered public accounting firm’s qualifications and independence; and (iv) the performance of our internal audit function and independent registered public accounting firm.

As we do not have publicly traded equity outstanding, we are not required to have an audit committee financial expert. Accordingly, our Board of Directors has not made a determination as to whether it has an audit committee financial expert.

Compensation Committee

Our Compensation Committee is comprised of Messrs. Clarke, Steenland, Schorr, Brand and Baiera. Mr. Schorr is the Chairman of the Compensation Committee. The Compensation Committee is responsible for determining executive base compensation and incentive compensation and approving the terms of grants pursuant to our equity incentive program.

Code of Conduct

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics can be accessed on our website at www.travelport.com . The purpose of our code is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers and Directors.

Limitations of Liability and Indemnification Matters

Our corporate bye-laws provide that, to the fullest extent permitted by law, every current and former Director, officer or other legal representative of our company shall be entitled to be indemnified by our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, but not limited to, an action by or in the right of the company to procure a judgment in its favor, by reason of the fact that such person is or was a director or officer of the company, or is or was serving in any capacity at the request of the company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Persons who are not our Directors or officers may be similarly indemnified in respect of service to the company or to any other entity at the request of the company to the extent our Board of Directors at any time specifies that such persons are entitled to indemnification.

 

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In addition, we and one or more of our affiliates have entered into agreements that indemnify our Directors, executive officers and certain other employees. Such agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our Directors and executive officers.

As of the date of this Annual Report on Form 10-K, we are not aware of any pending litigation or proceeding involving any Director, officer, employee or agent of our company where indemnification will be required or permitted. Nor are we aware of any threatened litigation or proceeding that might result in a claim for indemnification.

 

ITEM 11.     EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our executive compensation plans are designed to attract and retain talented individuals and to link the compensation of those individuals to our performance.

We have, from time to time, used market data provided by Towers Watson and New Bridge Street Consultants (an Aon Hewitt company) to obtain comparative information about the levels and forms of compensation that companies of comparable size to us award to executives in comparable positions. We use this data to ensure that our executive compensation program is competitive and that the compensation we award to our senior executives is competitive with that awarded to senior executives in similar positions at similarly-sized companies. Our market comparison information is generally based upon S&P 500 and FTSE 250 and 350 survey data. We also use compensation data on competitive companies to the extent that it is available.

The Compensation Committee of our Board of Directors is comprised of Messrs. Schorr (chair), Clarke, Steenland, Baiera and Brand. The purpose of the Compensation Committee is to, among other things, determine executive compensation and approve the terms of our equity incentive plans.

Compensation of Our Named Executive Officers

Our Named Executive Officers for the fiscal year ended December 31, 2012 are Gordon Wilson, our President and Chief Executive Officer; Eric J. Bock, our Executive Vice President, Chief Legal Officer and Chief Administrative Officer; Philip Emery, our Executive Vice President and Chief Financial Officer; Kurt Ekert, our Executive Vice President and Chief Commercial Officer; and Mark Ryan, our Executive Vice President and Chief Information Officer.

Executive Compensation Objectives and Philosophy

Our primary executive compensation objective is to attract and retain top talent from within the highly competitive global marketplace so as to maximize shareholder value. We seek to recruit and retain individuals who have demonstrated a high level of expertise and experience and who are leaders in our unique, technology-based industry. Our highly competitive compensation program is composed of four principal components:

 

   

salary;

 

   

annual incentive compensation (bonus awards);

 

   

long-term incentive compensation (generally in the form of restricted equity); and

 

   

comprehensive employee benefits and limited executive perquisites.

Our executive compensation strategy uses cash compensation and perquisites to attract and retain talent, and our variable cash and long-term incentives aim to ensure a performance-based delivery of pay that aligns, as much as possible, our Named Executive Officers’ rewards with our shareholders’ interests and takes into account

 

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competitive factors and the need to attract and retain talented individuals. We use a balance of performance and time-based targets aligned to strategic objectives. We also consider individual circumstances related to each executive’s retention.

Salary.     Base salaries for our Named Executive Officers reflect each executive’s level of experience, responsibilities and expected future contributions to our success, as well as market competitiveness. Base salaries are specified in each officer’s employment agreement, which dictates the individual’s base salary for so long as the agreement specifies, as described more fully below under “— Employment Agreements.” We review base salaries annually based upon, among other factors, individual and company performance and the competitive environment in our industry in determining whether salary adjustments are warranted.

Bonuses.     We pay several different types of bonuses:

 

   

Discretionary Bonus.     Discretionary bonuses can take the form of signing, sale, transaction and other discretionary bonuses, as determined by the Compensation Committee of our Board of Directors. We paid discretionary bonuses to our Named Executive Officers in 2012, as described in “— Summary Compensation Table” below, and we may elect to pay these types of bonuses again from time to time in the future.

 

   

Annual Incentive Compensation (Bonus).     We have developed an annual bonus program to align executives’ goals with our objectives for the applicable year. The target bonus payment for each of our Named Executive Officers is specified in each Named Executive Officer’s employment agreement or related documentation and ranges from 100% to 150% of each officer’s base salary. As receipt of these bonuses is subject to the attainment of financial performance criteria, they may be paid, to the extent earned or not earned, at, below, or above target levels. The bonuses paid for 2012 are set forth in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column. Bonuses for 2013 will be paid on an annual basis and will be based upon the achievement of Adjusted EBITDA and revenue targets established by our Board of Directors. For 2013, our Named Executive Officers will have a maximum potential award of twice their target bonus.

 

   

Retention .    In certain circumstances, we provide additional incentives in order to ensure retention of key executives. In October 2011, we put in place a retention agreement for Mr. Bock with respect to each quarter of 2012.

Long-Term Incentive Compensation.     The principal goal of our long-term incentive plans is to align the interests of our executives and our shareholders.

 

   

Stock Partnership in TDS Investor (Cayman) L.P.     We provide long-term incentives through our TDS Investor (Cayman) L.P. equity incentive plan, which uses different classes of equity and is described further below under “— Our Equity Incentive Plans.” Under the terms of the plan, we may grant equity incentive awards in the form of Class A-2 Units and/or restricted equity units (“REUs”) of our ultimate parent, TDS Investor (Cayman) L.P., a limited partnership, to officers, employees, non-employee directors or consultants. Each Class A-2 Unit represents an interest in a limited partnership and has economic characteristics that are similar to those of shares of common stock in a corporation. Each REU entitles its holder to receive one Class A-2 Unit at a future date, subject to certain vesting conditions.

 

   

Stock Ownership in Travelport Worldwide Limited .    We provide long-term incentives through our Travelport Worldwide Limited equity incentive plan, which is described further below under “— Our Equity Incentive Plans.” Under the terms of the plan, we may grant equity incentive awards in the form of shares and/or restricted share units in one of our parent companies, Travelport Worldwide Limited (“TWW”), to officers, employees, non-employee directors or consultants. Each share represents a common share of stock in TWW. Each TWW restricted share unit entitles its holder to receive one share at a future date, subject to certain vesting conditions. In 2012, we awarded restricted share units in TWW to Mr. Ryan, as described in more detail below.

 

   

2012 Executive Long-Term Incentive Plan.     We provide cash long-term incentives through our Travelport 2012 Executive Long-Term Incentive Plan (the “2012 LTIP”). Under the terms of the 2012

 

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LTIP, we granted cash-based awards to our Named Executive Officers that will be paid based on continued employment and our achievement of certain performance targets. One quarter of the award is eligible to be paid in March 2013, and the remainder is eligible to be paid in March 2014, with earlier “good leavers” eligible for pro-rata payment.

 

   

2013 Long-Term Management Incentive Program .    In order to retain our key executives, we provide long-term incentives through our 2013 Long-Term Management Incentive Program. Under the terms of this program, we granted awards to our Named Executive Officers that will be paid based on continued employment and subject to compliance under our debt covenants. The awards under this program vest semi-annually over three years (2013-2015), with 12.5% of the award eligible for vesting in each of the first four semi-annual vesting dates and 25% eligible for vesting in each of the last two semi-annual vesting dates. Following a change in control, earlier “good leavers” are eligible monthly vesting for the period of service plus 18 months.

Pension and Non-Qualified Deferred Compensation.     None of our Named Executive Officers receives benefits under a defined benefit pension plan. We do, however, provide for limited deferred compensation arrangements for US executives.

All Other Compensation.     We have a limited program granting perquisites and other benefits to our executive officers.

Employment Agreements.     We have entered into employment agreements with our Named Executive Officers. In 2012, these include letter agreements with Mr. Wilson and Mr. Ryan with respect to certain terms and conditions of their employment. These agreements are described more fully below under “— Employment Agreements” and “— Potential Payments Upon Termination of Employment or Change in Control.”

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management, and based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Compensation Committee

Paul C. Schorr IV

Jeff Clarke

Douglas M. Steenland

Gavin R. Baiera

Martin J. Brand

 

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Summary Compensation Table

The following table contains compensation information for our Named Executive Officers for the fiscal year ended December 31, 2012.

 

Name and Principal Position

  Year     Salary
($)
    Bonus (1)
($)
    Stock
Awards (2)
($)
    Non-Equity
Incentive Plan
Compensation  (3)
($)
    All Other
Compensation  (4)
($)
    Total ($)  

Gordon Wilson,

    2012        894,025        77,372        0        1,847,495                    254,067 (6)      3,072,959   

President, Chief Executive Officer and
Director (5)

    2011        822,590        87,865        1,227,925        2,532,571        181,966        4,852,916   
    2010        797,800        93,315        1,088,747        0        165,672        2,145,534   

Eric J. Bock,

    2012        600,000        534,360        0        839,125        164,029 (7)      2,137,513   

Executive Vice President, Chief Legal
Officer and Chief Administrative Officer

    2011        600,003        2,389,149        496,220        1,156,204        309,658        4,951,234   
    2010        475,000        138,968        694,214        0        101,721        1,409,902   

Philip Emery,

    2012        568,925        26,277        0        801,835        146,121 (8)      1,543,158   

Executive Vice President and
Chief Financial Officer (5)

    2011        443,033        181,596        334,684        819,785        118,988        1,898,085   
    2010        454,746        22,860        605,649        0        114,706        1,197,961   

Kurt Ekert,

             

Executive Vice President and
Chief Commercial Officer

    2012        424,231        15,092        0        629,125        65,456 (9)      1,133,904   
    2011        400,000        16,822        186,943        600,000        61,408        1,265,172   

Mark Ryan,

             

Executive Vice President and
Chief Information Officer

    2012        390,000        9,154        0        569,125        18,545 (10)      986,824   

 

  (1) Amounts included in this column reflect special payments to each of our Named Executive Officers in April 2012, April 2011 and April 2010, as well as payments to Mr. Bock in the form of sale/transaction bonuses in May 2011 and October 2011 and quarterly retention payments in each quarter of 2012, as well as a transaction bonus paid to Mr. Emery in June 2011. The amounts in this column do not include any amounts paid as annual incentive compensation (bonus) or under our 2012 LTIP, which are reported separately in the column entitled “Non-Equity Incentive Plan Compensation”.

 

  (2) Amounts included in this column reflect the grant date fair value computed in accordance with FASB ASC 718 Compensation — Stock Compensation (“FASB ASC 718”) for restricted equity units (“REUs”) with service and performance-based vesting conditions; share bonus awards that vested immediately; and restricted share units (“RSUs”) with service and performance-based vesting conditions, granted in the relevant year. As a result, the amounts included in this column do not cover the portion of awards for which the performance goals have not yet been established and communicated. The corresponding maximum grant date fair value for the awards for the applicable year are as follows: for Mr. Wilson: $1,828,180 for 2010, $0 for 2011, and $0 for 2012; for Mr. Bock: $1,165,698 for 2010, $0 for 2011 and $0 for 2012; for Mr. Emery: $985,229 for 2010, $0 for 2011, and $0 for 2012; for Mr. Ekert: $611,040 for 2011 and $0 for 2012; and for Mr. Ryan: $0 for 2012. Related fair values consider the right to receive dividends in respect of such equity awards, and, accordingly, dividends paid are not separately reported in this table. Assumptions used in the calculation of these amounts are included in footnote 17, “Equity-Based Compensation,” to the consolidated financial statements included in this Form 10-K.

 

  (3) Amounts included in this column include amounts paid as annual incentive compensation under our performance-based bonus plan, as well as the amounts paid under the 2012 LTIP in respect of 2012 performance of the Company.

 

  (4) As detailed in footnote 2 above, the right to receive dividends in respect of equity awards is included in the FASB ASC 718 value and, thus, any dividends paid to our Named Executive Officers are not included in All Other Compensation.

 

  (5) All amounts expressed for Messrs. Wilson and Emery (with the exception of equity awards) were paid in British pounds and have been converted to US dollars at the applicable exchange rate for December 31 of the applicable year, i.e. 1.6255 US dollars to 1 British pound as of December 31, 2012, 1.5545 US dollars to 1 British pound as of December 31, 2011, and 1.5659 US dollars to 1 British pound as of December 31, 2010.

 

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  (6) Includes company matching pension contributions of $81,043, supplemental cash allowance in lieu of pension contributions of $99,223, travel allowance of $8,127, car allowance benefits (and cash allowance in lieu of such benefits) of $59,984 and financial planning benefits of $5,689.

 

  (7) Includes company matching 401(k) contributions of $15,000, bonus deferred compensation match of $75,262, base compensation deferred compensation match of $21,000, car allowance benefits of $15,250, financial planning/tax preparation benefits of $13,620, tax assistance on such car allowance and financial planning/tax preparation benefits of $21,414, payment of employee FICA on vesting of equity of $1,339 and tax assistance on such FICA of $1,144.

 

  (8) Includes company matching pension contributions of $88,225, supplemental cash allowance in lieu of pension contributions of $18,994, travel allowance of $8,128, car allowance benefits of $24,870, financial planning benefits of $1,626 and commuting benefits of $4,278.

 

  (9) Includes company matching 401(k) contributions of $15,000, car allowance benefits of $16,158, financial planning/tax preparation benefits of $13,620, tax assistance on such car allowance and financial planning/tax preparation benefits of $19,732, payment of employee FICA on vesting of equity of $508 and tax assistance on such FICA of $439.

 

(10) Includes company matching 401(k) contributions of $15,000, financial planning/tax preparation benefits of $1,488, tax assistance on such financial planning/tax preparation benefits of $742, payment of employee FICA on vesting of equity of $757 and tax assistance on such FICA of $558.

Grants of Plan-Based Awards During 2012

 

              Estimated Potential Payouts
Under Non-Equity Incentive
Plan Awards (1)
    Estimated Future Payouts
Under Equity Plan
Awards
    All Other
Stock
Awards:
Number
of Shares
of Stock
Units
(#)
  Grant
Date
Fair Value
of Stock
and Option
Awards
($)  (1)

Name

  Type of Award   Grant Date     Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
     

Gordon Wilson,

  Non-Equity Incentive Plan     $ 0      $ 1,591,037      $ 2,932,075             

President, Chief Executive Officer and Director

                   

Eric J. Bock,

  Non-Equity Incentive Plan     $ 0      $ 725,000      $ 1,325,000             

Executive Vice President, Chief Legal Officer and Chief Administrative Officer

                   

Philip Emery,

  Non-Equity Incentive Plan     $ 0      $ 693,925      $ 1,262,850             

Executive Vice President and

                   

Chief Financial Officer

                   

Kurt Ekert,

  Non-Equity Incentive Plan     $ 0      $ 675,000      $ 1,225,000             

Executive Vice President and

                   

Chief Commercial Officer

                   

Mark Ryan,

  Non-Equity Incentive Plan     $ 0      $ 525,000      $ 925,000             

Executive Vice President and

  TWW Restricted Share Units     5/21/2012              22,440        45,460        68,000       

Chief Information Officer

                   

 

(1) As noted in footnote 3 to the Summary Compensation Table above, these amounts reflect both our 2012 annual performance-based bonus plan and the 2012 LTIP.

 

(2) These amounts reflect maximum grant date value of the award computed in accordance with FASB ASC 718. See footnote 2 to the Summary Compensation Table above.

Employment Agreements

We have employment agreements with each of our Named Executive Officers, which supersede all prior understandings regarding their employment. We have also granted our Named Executive Officers equity-based awards in TDS Investor (Cayman) L.P. and Travelport Worldwide Limited. The severance arrangements for our Named Executive Officers are described below under “— Potential Payments Upon Termination of Employment or Change in Control.”

 

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Gordon Wilson, President and Chief Executive Officer

Compensation, Term.     Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a service agreement with Gordon Wilson on May 31, 2011 (as amended on November 7, 2012) in connection Mr. Wilson’s assumption of the role of President and Chief Executive Officer. The service agreement continues until it is terminated by either party giving to the other at least twelve months’ prior written notice. If full notice is not given, we will pay salary and benefits in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Wilson is entitled to a minimum base salary of £550,000, subject to annual increases at the discretion of our Board of Directors. Mr. Wilson is eligible for a target annual bonus of 150% of his base salary. Mr. Wilson’s period of continuous employment with us commenced on May 13, 1991. Mr. Wilson’s current base salary is £550,000.

Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Compensation, Term.     The employment agreement for Eric Bock, as amended on May 27, 2011, has a one-year initial term commencing September 26, 2009. It provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Bock’s employment agreement also includes provision for the payment of an annual base salary subject to annual review and adjustment, and he is eligible for a target annual bonus based upon the achievement of certain financial performance criteria of 100% of annual base salary. Mr. Bock’s current base salary is $600,000.

Philip Emery (Executive Vice President and Chief Financial Officer)

Compensation, Term.     Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a contract of employment with Mr. Emery effective October 1, 2009, as amended on March 28, 2011 and November 24, 2011. Mr. Emery’s employment agreement with us continues until it is terminated by either party giving to the other at least 12 months’ prior written notice. If full notice is not given, we will pay salary (and in certain circumstances following a change in control, target bonus) in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Emery currently is entitled to a base salary of £350,000, which is subject to annual increases. Mr. Emery’s period of continuous employment with us commenced on September 11, 2006. Mr. Emery’s target bonus is currently 100% of his base annual salary.

Kurt Ekert, Executive Vice President and Chief Commercial Officer

Compensation, Term.     Travelport, LP, our wholly-owned, indirect subsidiary, entered into an employment agreement with Kurt Ekert, as amended on November 23, 2011 and March 6, 2013, that has a one-year initial term commencing October 21, 2011. It provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Ekert’s employment agreement also includes provision for the payment of an annual base salary subject to annual review and adjustment, and, he is eligible for a target annual bonus based upon the achievement of certain financial performance criteria of 100% of annual base salary. Mr. Ekert’s current base salary is $550,000.

Mark Ryan, Executive Vice President and Chief Information Officer

Compensation, Term.     Travelport, LP, our wholly-owned, indirect subsidiary, entered into an employment agreement with Mark Ryan, as amended on December 3, 2012, that has a one-year initial term commencing December 16, 2011. It provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Ryan’s employment agreement also includes provision for the payment of an annual base salary subject to annual review and adjustment, and he is eligible for a target annual bonus based upon the achievement of certain financial performance criteria of 100% of annual base salary. Mr. Ryan’s current base salary is $400,000.

 

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Restrictive Covenants

As a result of the restrictive covenants contained in their employment agreements and/or equity award agreements, each of the Named Executive Officers has agreed not to disclose, or retain and use for his or her own benefit or benefit of another person our confidential information. Each Named Executive Officer has also agreed not to directly or indirectly compete with us, not to solicit our employees or clients, engage in, or directly or indirectly manage, operate, or control or join our competitors, or compete with us or interfere with our business or use his or her status with us to obtain goods or services that would not be available in the absence of such a relationship to us. Each equity award agreement during their service as an executive officer provides that these restrictions are in place for two years after the termination of employment. In the case of Messrs. Bock, Ekert and Ryan, these restrictions in their employment agreements are effective for a period of two years after employment with us has been terminated for any reason. In the case of Messrs. Wilson and Emery, the restrictions contained in their employment agreements are effective for a period of 12 months following the termination of their employment. Should we exercise our right to place Messrs. Wilson or Emery on “garden leave,” the period of time that they are on such leave will be subtracted from and thereby reduce the length of time that they are subject to these restrictive covenants in their employment agreement.

In addition, each of the Named Executive Officers has agreed to grant us a perpetual, non-exclusive, royalty-free, worldwide, and assignable and sub-licensable license over all intellectual property rights that result from their work while employed with us.

Our Equity Incentive Plans

TDS Investor (Cayman) L.P.

Under the terms of the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended and/or restated, we may grant equity incentive awards in the form of Class A-2 Units or REUs to our current or prospective officers, employees, non-employee directors or consultants. Class A-2 Units are interests in a limited partnership and have economic characteristics that are similar to those of shares of common stock in a corporation. Each restricted equity unit entitles its holder to receive one Class A-2 Unit at a future date, subject to certain vesting conditions.

Travelport Worldwide Limited

On December 16, 2011, the Board of Directors of Travelport Worldwide Limited, our indirect parent company, approved the Travelport Worldwide Limited 2011 Equity Plan and the award agreements governing the grants of shares and RSUs to certain of our executives under the Plan. The shares vested immediately, and the RSUs will vest on January 1, 2014, subject to continued employment and the other terms and conditions of the award agreements. Vested RSUs will convert into shares of Travelport Worldwide Limited.

In addition, on May 21, 2012, the Board of Directors of Travelport Worldwide Limited approved a grant of RSUs under the Travelport Worldwide Limited 2011 Equity Plan to Mr. Ryan. Vesting of these RSUs is based on our achievement of EBITDA, cash flow and/or other financial targets established and defined by the Board for the fiscal years 2012 through 2015, and is subject to Mr. Ryan’s continued employment with, subject to earlier acceleration in certain circumstances described in more detail below under “— Potential Payments Upon Termination of Employment or Change in Control.”

 

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Outstanding Equity Awards at 2012 Fiscal-Year End

 

    Stock Awards  

Name

  Type of Award   (1)   Number of
Shares or
Units of
Stock that
have not
Vested (#)
    Market
Value of
Shares or
Units of
Stock that
have not
Vested ($)  (2)
    Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights that have
not Vested (#)
    Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights that

have not
Vested ($) (2)
 

Gordon Wilson,
President, Chief Executive

  2009 LTIP REUs     n/a        n/a        1,160,430      $ 307,514   

Officer and Director

  2011 TWW RSUs     86,592      $ 344,636        n/a        n/a   

Eric J. Bock,
Executive Vice President, Chief Legal

  2009 LTIP REUs     n/a        n/a        739,921      $ 196,079   

Officer and Chief Administrative Officer

  2011 TWW RSUs     55,233      $ 219,827        n/a        n/a   

Philip Emery,

  2009 LTIP REUs     n/a        n/a        464,172      $ 123,006   

Executive Vice President and

  2010 LTIP REUs     n/a        n/a        509,091      $ 134,909   

Chief Financial Officer

  2011 REUs     n/a        n/a        392,500      $ 104,013   
  2011 TWW RSUs     67,551      $ 268,853        n/a        n/a   

Kurt Ekert,

  2009 LTIP REUs     n/a        n/a        280,391      $ 74,304   

Executive Vice President and

  2010 LTIP REUs     n/a        n/a        339,393      $ 89,939   

Chief Commercial Officer

  2011 TWW RSUs     34,579      $ 137,624        n/a        n/a   

Mark Ryan,

  2009 LTIP REUs     n/a        n/a        414,742      $ 109,907   

Executive Vice President and Chief

  2010 LTIP REUs     n/a        n/a        339.393      $ 89,939   

Information Officer

  2011 TWW RSUs     40,375      $ 160,693        n/a        n/a   
  2012 TWW RSUs     68,000      $ 270,640        n/a        n/a   

 

(1) This includes all awards authorized by the Board of Directors of TDS Investor (Cayman) L.P. and Travelport Worldwide Limited and includes awards which have not yet been recognized for accounting purposes as being granted.

 

(2) The equity underlying these awards is not publicly traded. Payout Value in this column is based upon the established values of each REU or RSU (as applicable) based upon the most recently completed independent valuations of the TDS Investor (Cayman), L.P. or Travelport Worldwide Limited, respectively, as of December 31, 2012. Values for REUs include the value of any cash distribution that will be paid at time of vesting.

Option Exercises and Stock Vested in 2012

 

Name

   Plan or Award Type    Number of
Restricted Equity
Units Becoming
Vested During
the Year (1)
     Number of TWW
Shares Becoming
Vested During
the Year
   Value Realized on
Vesting($)
 

Gordon Wilson,

           

President, Chief Executive

Officer and Director

   2009 LTIP REUs      1,159,014          $ 185,442   

Eric J. Bock,

           

Executive Vice President, Chief Legal Officer

and Chief Administrative Officer

   2009 LTIP REUs      739,019          $ 118,243   

Philip Emery,

   2009 LTIP REUs      463,607          $ 74,177   

Executive Vice President and

   2010 LTIP REUs      286,364          $ 75,886   

Chief Financial Officer

   2011 REUs      107,500          $ 28,488   

Kurt Ekert,

           

Executive Vice President and

   2009 LTIP REUs      280,048          $ 44,808   

Chief Commercial Officer

   2010 LTIP REUs      190,909          $ 50,591   

Mark Ryan,

           

Executive Vice President and

   2009 LTIP REUs      417,650          $ 66,825   

Chief Information Officer

   2010 LTIP REUs      190,909          $ 50,591   

 

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(1) The vesting events reflected above include the January 1, 2012 vesting of the 2011 tranche of REUs granted under the 2009 LTIP and the August 1, 2012 vesting of the 2011 tranche of REUs granted under the 2010 LTIP and separately in 2011 for Mr. Emery only, but do not include the January 1, 2013 vesting of the 2012 tranche of REUs (and those REUs eligible for catch-up vesting) granted under the 2009 LTIP.

Pension Benefits in 2012

No Named Executive Officers are currently participating in a defined benefit plan sponsored by us or our subsidiaries and affiliates.

Nonqualified Deferred Compensation in 2012

All amounts disclosed in this table relate to our Travelport Officer Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows certain executives in the United States to defer a portion of their compensation until a later date (which can be during or after their employment), and to receive an employer match on their contributions. In 2012, this compensation included base salary, deal/transaction bonuses, discretionary bonuses and annual and quarterly bonuses, and the employer match was 100% of employee contributions of up to 6% of the relevant compensation amount. Each participant can elect to receive a single lump payment or annual installments over a period elected by the executive of up to 10 years.

In contrast to the Summary Compensation Table and other tables that reflect amounts paid in respect of 2012, the table below reflects deferrals and other contributions occurring in 2012 regardless of the year for which the compensation relates, i.e. the amounts below include amounts deferred in 2012 in respect of 2011 but not amounts deferred in 2013 in respect of 2012.

 

Name

  Beginning
Balance at
Prior FYE
(12/31/2011)
($)
    Executive
Contributions
in Last FY

($)
    Registrant
Contributions
in Last FY

($)
    Aggregate
Earnings
in Last FY
($)
    Aggregate
Withdrawals/
Distributions
($)
    Aggregate
Balance
at Last FYE
(12/31/2012)
($)
 

Gordon Wilson

                                         

President, Chief Executive Officer and Director (1)

           

Eric J. Bock

    701,399        83,905        83,905        100,010        0        969,219   

Executive Vice President, Chief Legal Officer and Chief Administrative Officer

           

Philip Emery

                                         

Executive Vice President and Chief Financial Officer (1)

           

Kurt Ekert

    12,612        0        0        1,049        11,385        2,277   

Executive Vice President and Chief Commercial Officer (2)

           

Mark Ryan

    0        0        0        0        0        0   

Executive Vice President and Chief Information Officer

           

 

(1) Messrs. Wilson and Emery participate in a United Kingdom defined contribution pension scheme that is similar to a 401(k) plan and, therefore, is not included in this table.

 

(2) Mr. Ekert was also a participant in the Travelport Americas, LLC Savings Restoration Plan (the “Savings Restoration Plan”), a non-qualified deferred compensation plan in which certain US executives could contribute until January 1, 2008. The balances in this Non-Qualified Deferred Compensation table, therefore, reflect both the Deferred Compensation Plan and the Savings Restoration Plan for Mr. Ekert.

 

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Potential Payments Upon Termination of Employment or Change in Control

The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which our Named Executive Officers would be entitled upon termination of employment on December 31, 2012.

 

Current

   Cash
Severance
Payment($)
     Continuation
of Certain
Benefits
(Present
value)($)
     Acceleration
and
Continuation
of

Equity
(Unamortized
Expense as of
12/31/2012($)
     Total
Termination
Benefits($)
 

Gordon Wilson

           

•   Voluntary retirement

     0         0         0         0   

•   Involuntary termination

     3,576,100         0         480,447         4,056,547   

•   Change in Control (CIC)

     0         0         480,447         480,447   

•   Involuntary or good reason termination after CIC

     3,576,100         0         0         3,576,100   

Eric J. Bock

           

•   Voluntary retirement

     0         0         0         0   

•   Involuntary termination

     0         48,851         306,424         355,275   

•   Change in Control (CIC)

     0         0         306,424         306,424   

•   Involuntary or good reason termination after CIC

     0         48,851         0         48,851   

Philip Emery

           

•   Voluntary retirement

     0         0         0         0   

•   Involuntary termination

     810,718         0         441,379         1,252,098   

•   Change in Control (CIC)

     0         0         451,011         451,011   

•   Involuntary or good reason termination after CIC

     1,968,887         0         0         1,968,887   

Kurt Ekert

           

•   Voluntary retirement

     0         0         0         0   

•   Involuntary termination

     1,650,000         37,153         217,137         1,904,290   

•   Change in Control (CIC)

     0         0         217,137         217,137   

•   Involuntary or good reason termination after CIC

     2,200,000         37,153         0         2,237,153   

Mark Ryan

           

•   Voluntary retirement

     0         0         0         0   

•   Involuntary termination

     800,000         32,871         370,578         1,203,449   

•   Change in Control (CIC)

     0         0         438,576         438,576   

•   Involuntary or good reason termination after CIC

     800,000         32,871         0         832,871   

Accrued Pay and Regular Retirement Benefits.     The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to our salaried employees generally upon termination of employment, such as:

 

   

Accrued salary and vacation pay (if applicable);

 

   

Earned but unpaid bonuses; and

 

   

Distributions of plan balances under our 401(k) plan.

 

   

Pro-rata payment under the 2012 LTIP, based on Company performance. Any such payment(s) to departing executives are made at the time at the same time active executives are paid, i.e. March 2013 and March 2014.

 

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Deferred Compensation.     The amounts shown in the table do not include distributions of plan balances under our Deferred Compensation Plan and Savings Restoration Plan. Those amounts are shown in the Nonqualified Deferred Compensation in 2012 table above.

Death and Disability.     A termination of employment due to death or disability does not entitle the Named Executive Officers to any payments or benefits that are not available to salaried employees generally, except a pro-rata portion of their annual bonus for the year of death or disability in the case of Messrs. Bock and Ekert.

Involuntary and Constructive Termination and Change-in-Control Severance Pay .     Our Named Executive Officers are entitled to severance pay in the event that their employment is terminated by us without cause or, in the case of Messrs. Ekert and Ryan, if the Named Executive Officer resigns as a result of a constructive termination or, in the case of Messrs. Wilson and Emery, a resignation due to fundamental breach of contract. The amounts shown in the table are for such “involuntary or constructive terminations” and are based on the following assumptions and provisions in the employment agreements:

 

   

Covered terminations generally.     Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a constructive termination or fundamental breach of contract.

 

   

Covered terminations following a Change in Control.     Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a constructive termination or fundamental breach of contract following a change in control.

 

   

Definitions of Cause and Constructive Termination (only applicable to Messrs. Bock, Ekert and Ryan)

 

   

A termination of the executive by the Company is for cause if it is for any of the following reasons:

 

   

The executive’s failure substantially to perform executive’s duties for a period of 10 days following receipt of written notice from the Company of such failure;

 

   

Theft or embezzlement of company property or dishonesty in the performance of the executive’s duties;

 

   

Conviction which is not subject to routine appeals of right or a plea of “no contest” for (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude for which the potential penalty includes imprisonment of at least one year (Mr. Bock only);

 

   

An act or acts on executive’s part constituting (x) a felony under the laws of the United States or state thereof or (y) a crime involving moral turpitude (Mr. Ekert and Mr. Ryan only);

 

   

The executive’s willful malfeasance or willful misconduct in connection with his duties or any act or omission which is materially injurious to our financial condition or business reputation; or

 

   

The executive’s breach of restrictive covenants.

 

   

A termination by the executive is as a result of constructive termination if it results from, among other things:

 

   

Any material reduction in the executive’s base salary or annual bonus (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives);

 

   

The Company’s failure to pay compensation or benefits when due;

 

   

Material and sustained diminution to the executive’s duties and responsibilities, except in certain circumstances;

 

   

The primary business office for the executive being relocated by more than 50 miles from Parsippany, New Jersey (Mr. Ekert only), New York, New York (both Messrs. Bock and Ekert) or Atlanta, Georgia (Mr. Ryan only); or

 

   

The Company’s election not to renew the initial employment term or any subsequent extension thereof (except as a result of the executive’s reaching retirement age, as determined by our policy).

 

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Cash severance payment.     For Mr. Wilson, this represents two times the sum of his base salary and target annual bonus. For Mr. Emery, this represents 12 months of salary plus pro-rata target bonus for 2012, and, for a termination following a change in control, 24 months of base annual salary and target bonus (which applies in certain circumstances following a change in control), plus pro-rata target bonus for 2012. For Mr. Ekert, this represents a cash severance payment of two times his base annual salary (and, in certain circumstances following a change in control, one times his target bonus) plus a pro-rata target bonus for 2012. For Mr. Ryan, this represents a cash severance payment of one times his base annual salary plus pro-rata target bonus for 2012. The Company is also required to give Messrs. Wilson and Emery 12 months of notice or pay in lieu of notice. In the case of Messrs. Emery, Ekert and Ryan, they must execute, deliver and not revoke a separation agreement and general release (“Separation Agreement”) in order to receive these benefits.

 

   

Continuation of health, welfare and other benefits.     Represents, following a covered termination, continued health and welfare benefits (at active employee rates) for three years (Mr. Bock only) and one year (Mr. Ekert and Mr. Ryan only) and financial planning benefits for one year (Mr. Ekert and Mr. Ryan only), as well as applicable tax assistance on such benefits, provided the executive has executed, delivered and not revoked the Separation Agreement.

 

   

Acceleration and continuation of equity awards.     Upon termination without cause, as the result of a constructive termination, death or disability, unvested REUs granted to our Named Executive Officers under the 2009 LTIP, 2010 LTIP and 2011 REU awards are converted into a time-based award, and the Named Executive Officer receives vesting of unvested REUs at target based upon pro-rata time served in year of termination plus an additional 18 months divided by number of months remaining in the four year performance period starting with the year of termination. As a result, a termination on December 31, 2012 results in vesting of 100% (30/12ths) of the 2012 tranche of the 2009 LTIP REUs at target (66.7%), vesting of 100% (30/24ths) of the 2012 through 2013 tranches of the 2010 LTIP REUs at target (67%), and vesting of 100% (30/24ths) of the 2012 through 2014 tranches of the 2011 REUs at target (67%). For the RSU awards from 2011, upon termination without cause, as the result of a constructive termination, death or disability, the Named Executive Officer receives vesting of unvested RSUs based on pro-rata time served in the year of termination (beginning January 1, 2012) plus an additional 18 months dividing by the number of months remaining in the two year vesting period starting on January 1, 2012. As a result, a termination on December 31, 2012 results in vesting of 100% (30/24ths) of the RSUs. For the RSUs awarded to Mr. Ryan in 2012, upon a termination without cause, as the result of a constructive termination, death or disability, Mr. Ryan will receive vesting of unvested RSUs at target based on pro-rata time served in the year of termination (beginning January 1, 2012) plus an additional 18 months dividing by the number of months in the four year vesting period. As a result, a termination on December 31, 2012 results in vesting of 62.5% (30/48ths) of the RSUs at target (67%).

 

   

Payments Upon Change in Control Alone.     The change in control provisions in the current employment agreements for our Named Executive Officers do not provide for any special vesting upon a change in control alone, and severance payments are made only if the executive suffers a covered termination of employment. In addition, upon a change in control while a Named Executive Officer who was granted 2009 LTIP REUs and 2011 REUs (for Mr. Emery) and 2010 LTIP REUs (for Mr. Emery only, if such change in control occurs following a qualified public offering), is employed by the Company, unvested REUs under the 2009 LTIP, 2010 LTIP and 2011 REUs will vest at target (including any unvested REUs that did not vest in prior year(s) due to not meeting Annual Goals at target) and remaining unvested REUs are forfeited. As a result, in the Potential Payments Upon Termination of Employment or Change in Control table, a change in control on December 31, 2012 results in vesting of 66.7% of the unvested REUs granted to our Named Executive Officers pursuant to the 2009 LTIP and 67% of the unvested REUs granted to our Named Executive Officers pursuant to the 2010 LTIP as well as 2011 REUs. For the 2011 RSU awards, upon a change in control while a Named Executive Officer is employed by the Company, 100% of unvested RSUs will vest. For the 2012 RSU award, upon a change in control while Mr. Ryan is employed by the Company, the unvested RSUs will vest at target (including any unvested RSUs that did not vest in prior year(s) due to not meeting Annual Goals at target) and remaining unvested RSUs are forfeited.

 

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Compensation of Directors

Other than Messrs. Clarke, Steenland and Bolland, none of our other directors receive compensation for their service as a Director, but receive reimbursement of expenses incurred from their attendance at Board of Director meetings. Directors who are also our employees receive no separate compensation for service on the Board of Directors. As compensation for their service on the Board, Mr. Clarke currently receives $350,000 per year as Chairman of our Board, Mr. Steenland receives $250,000 per year as Vice Chairman of our Board, and Mr. Bolland receives $100,000 per year as a director.

The following table contains compensation information for certain of our directors for the fiscal year ended December 31, 2012.

 

Name

   Year      Fee Earned or Paid in Cash
($)
     Total
($) (1)
 

Jeff Clarke, Chairman of the Board

     2012         438,355         438,355 (2)  

Douglas M. Steenland, Vice Chairman

     2012         250,000         250,000   

Anthony J. Bolland, Director

     2012         100,000         100,000   

 

(1) Reflects all fees (including performance-based bonuses) paid to certain of our directors with respect to 2012 but does not include travel or other business-related reimbursements. In 2012, we did not pay or grant our non-employee directors stock awards, option awards, non-equity incentive plan compensation, pension benefits or non-qualified deferred compensation or any other compensation other than as set forth in this table. Neither Mr. Steenland nor Mr. Bolland had any outstanding equity at the end of 2012. Mr. Clarke’s outstanding equity is addressed in Part III, Item 12 below.

 

(2) Reflects both pro-rated annual fee and pro-rated annual bonus relating to service as a director. This figure does not include any payments related to Mr. Clarke’s service as an executive of the Company through February 14, 2012. As previously disclosed, on February 15, 2013, we entered into a letter agreement with Mr. Clarke to extend Mr. Clarke’s service as our Non-Executive Chairman to May 15, 2013. Pursuant to the letter agreement, beginning February 15, 2013, Mr. Clarke will be paid at a rate of $350,000 per annum as compensation for his service as the Non-Executive Chairman of our Board of Directors. Such fee will be pro-rated for actual time served as a Director beginning on February 15th until May 15th unless further extended by the parties. For the period January 1, 2013 to February 14, 2013, Mr. Clarke will be paid the fee as set forth in the February 2012 letter agreement between the Company and Mr. Clarke, which was previously disclosed.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Travelport Worldwide Limited, a Bermuda company (“Travelport Worldwide”), owns all of the outstanding common stock of our direct parent, Travelport Holdings Limited, a Bermuda company, which in turn owns all of our outstanding common stock. Funds affiliated with The Blackstone Group L.P., funds affiliates with Technology Crossover Ventures, an affiliate of One Equity Partners and certain members of our management beneficially own shares of our common stock indirectly through their holdings in TDS Investor (Cayman) L.P., a Cayman limited partnership (“TDS Investor”), through its direct wholly-owned subsidiary, Travelport Intermediate Limited, and its indirect majority-owned subsidiary, Travelport Worldwide. Other entities and certain members of our management beneficially own shares of our common stock through their holdings in Travelport Worldwide.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2013 with respect to (i) each individual or entity known by us to own beneficially more than 5% of our common stock through their holdings of Class A Units of TDS Investor, (ii) each individual or entity known by us to own beneficially more than 5% of our common stock through their holdings in Travelport Worldwide, (iii) each of our Named Executive Officers, (iv) each of our directors and (v) all of our directors and our executive officers as a group.

 

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The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated Class A Units of TDS Investor and the indicated common stock of Travelport Worldwide. Unless otherwise noted, the address of each beneficial owner is 300 Galleria Parkway, Atlanta, Georgia 30339.

 

Name and Address of Beneficial Owner

  Amount of
Beneficial
Ownership of
TDS Investor

(Cayman) L.P.
    Percent Beneficial
Ownership of

TDS Investor
(Cayman) L.P.
    Amount of
Beneficial
Ownership of
Travelport
Worldwide
Limited (1 )
    Percent Beneficial
Ownership of
Travelport
Worldwide
Limited (2)
 

Blackstone Funds (3)

    818,706,823        69.92     41,951,425        41.28

TCV Funds (4)

    132,049,488        11.28     6,766,359        6.66

OEP TP Ltd. (5)

    132,049,487        11.28     6,771,889        6.66

Angelo, Gordon Funds (6)

                  13,433,505        13.22

Q Investments Funds (7)

                  10,359,315        10.19

Gordon Wilson (8)

    8,007,083              687,324         

Eric Bock (8)

    2,953,891              265,909         

Philip Emery (8)

    1,809,715              147,144         

Mark Ryan (8)

    180,134              9,230         

Kurt Ekert (8)

    1,093,231              98,327         

Jeff Clarke (8)

    20,490,442        1.75     1,783,288        1.75

Douglas M. Steenland (9)

    818,706,823        69.92     41,951,425        41.28

Gavin R. Baiera (10)

                  13,433,505        13.22

Anthony J. Bolland

                           

Martin J. Brand (1`)

    818,706,823        69.92     41,951,425        41.28

Paul C. Schorr IV (12)

    818,706,823        69.92     41,951,425        41.28

All directors and executive officers as a group (11 persons) (13)

    34,534,495        2.95     2,991,223        2.94

 

   * Beneficial owner holds less than 1%.

 

  (1) Comprises the total amount of beneficial ownership of Travelport Worldwide (i) indirectly held through holdings in TDS Investor and (ii) directly held through holdings in Travelport Worldwide.

 

  (2) Comprises the percentage of beneficial ownership of Travelport Worldwide (i) indirectly held through holdings in TDS Investor and (ii) directly held through holdings in Travelport Worldwide.

 

  (3)

Reflects beneficial ownership of 342,838,521 Class A-1 Units held by Blackstone Capital Partners (Cayman) V L.P., 317,408,916 Class A-1 Units held by Blackstone Capital Partners (Cayman) VA L.P., 98,340,355 Class A-1 Units held by BCP (Cayman) V-S L.P., 18,930,545 Class A-1 Units held by BCP V Co-Investors (Cayman) L.P., 24,910,878 Class A-1 Units held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P., 13,826,933 Class A-1 Units held by Blackstone Family Investment Partnership (Cayman) V L.P. and 2,450,675 Class A-1 Units held by Blackstone Participation Partnership (Cayman) V L.P. (collectively, the “Blackstone Funds”), as a result of the Blackstone Funds’ ownership of interests in TDS Investor (Cayman) L.P., for each of which Blackstone LR Associates (Cayman) V Ltd. is the general

 

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  partner having voting and investment power over the Class A-1 Units held or controlled by each of the Blackstone Funds. Messrs. Schorr and Brand are directors of Blackstone LR Associates (Cayman) V Ltd. and as such may be deemed to share beneficial ownership of the Class A-1 Units held or controlled by the Blackstone Funds. The address of Blackstone LR Associates (Cayman) V Ltd. and the Blackstone Funds is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

 

  (4) Reflects beneficial ownership of 131,016,216 Class A-1 Units held by TCV VI (Cayman), L.P. and 1,033,272 Class A-1 Units held by TCV Member Fund (Cayman), L.P. (collectively, the “TCV Funds”), both funds fully owned by Technology Crossover Ventures. The address of Technology Crossover Ventures and the TCV Funds is c/o Technology Crossover Ventures, 528 Ramona Street, Palo Alto, California 94301.

 

  (5) The address of OEP TP Ltd. is c/o One Equity Partners, 320 Park Avenue, 18th Floor, New York, NY 10022.

 

  (6)

Reflects beneficial ownership of 956,365 common shares of Travelport Worldwide held by AG Super Fund International Partners, L.P. and 12,477,140 common shares of Travelport Worldwide held by Silver Oak Capital, L.L.C. (collectively, the “Angelo, Gordon Funds”). The address of the Angelo, Gordon Funds is c/o Angelo, Gordon & Co., L.P., 245 Park Avenue — 26 th Floor, New York, NY 10167.

 

  (7) Reflects beneficial ownership of 694,490 common shares of Travelport Worldwide held by Q5-R2 Trading, Ltd., 9,524,345 common shares of Travelport Worldwide held by R2 Top Hat, Ltd. and 140,480 common shares of Travelport Worldwide held by R2 Investments, LDC (collectively, the “Q Investments Funds”). The address of the Q Investment Funds is c/o Q Investments, L.P., 301 Commerce Street – Suite 3200, Fort Worth, Texas 76102.

 

  (8) The units of TDS Investor (Cayman) L.P. consist of Class A-1 and Class A-2 Units. As of March 1, 2013, all of the issued and outstanding Class A-1 Units were held by the Blackstone Funds, the TCV Funds and OEP TP Ltd. Certain of our executive officers hold Class A-2 Units, which generally have the same rights as Class A-1 Units, subject to restrictions and put and call rights applicable only to units held by employees. In addition, each of our Named Executive Officers holds restricted equity units (“REUs”) that are scheduled to be converted into Class A-2 Units on or about April 15, 2013. Such REUs are not reflected above due to the final performance-based vesting being subject to approval by our Board of Directors.

 

  (9) Mr. Steenland, a director of the Company, Travelport Worldwide Limited and TDS Investor (Cayman) L.P., is a Senior Advisor to the Blackstone Private Equity Group. Amounts disclosed for Mr. Steenland, are also included in the amounts disclosed for the Blackstone Funds. Mr. Steenland disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds.

 

(10) Mr. Baiera, a director of the Company and Travelport Worldwide, is a Managing Director of Angelo, Gordon & Co, L.P. Amounts disclosed for Mr. Baiera are also included in the amounts disclosed for the Angelo, Gordon Funds. Mr. Baiera disclaims beneficial ownership of any shares owned directly or indirectly by the Angelo, Gordon Funds.

 

(11) Mr. Brand, a director of the Company, Travelport Worldwide Limited and TDS Investor (Cayman) L.P., is a Managing Director of The Blackstone Group. Amounts disclosed for Mr. Brand are also included in the amounts disclosed for the Blackstone Funds. Mr. Brand disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds.

 

(12) Mr. Schorr, a director of the Company, Travelport Worldwide Limited and TDS Investor (Cayman) L.P., is a Senior Advisor to The Blackstone Group. Amounts disclosed for Mr. Schorr are also included in the amounts disclosed for the Blackstone Funds. Mr. Schorr disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds.

 

(13) Shares beneficially owned by the Blackstone Funds, the TCV Funds, OEP TP Ltd. and the Angelo, Gordon Funds have been excluded for purposes of the presentation of directors and executive officers as a group.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transaction and Monitoring Fee Agreement.     On August 23, 2006, we entered into a Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV. Pursuant to the Transaction and Monitoring Fee Agreement, in consideration of Blackstone and TCV having undertaken the financial and structural analysis, due diligence investigations, other advice and negotiation assistance in connection with the Acquisition and the financing thereof, we paid a transaction and advisory fee of $45,000,000 to an affiliate of

 

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Blackstone and an affiliate of TCV on closing of the Acquisition. Such fee was divided between the affiliate of Blackstone and the affiliate of TCV according to the pro-rata equity contribution of their respective affiliates in the Acquisition.

In addition, we appointed an affiliate of Blackstone and an affiliate of TCV as our advisers to render monitoring, advisory and consulting services during the term of the Transaction and Monitoring Fee Agreement. In consideration for such services, we agreed to pay the affiliate of Blackstone and the affiliate of TCV an annual monitoring fee (the “Monitoring Fee”) equal to the greater of $5 million or 1% of adjusted EBITDA (as defined in our senior secured credit agreement). The Monitoring Fee was agreed to be divided among the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time any payment is made.

Pursuant to the Transaction and Monitoring Fee Agreement, the affiliate of Blackstone and the affiliate of TCV could elect at any time in connection with or in anticipation of a change of control or an initial public offering of the Company to receive, in lieu of annual payments of the Monitoring Fee, a single lump sum cash payment (the “Advisory Fee”) equal to the then present value of all then current and future Monitoring Fees payable to the affiliate of Blackstone and the affiliate of TCV under the Transaction and Monitoring Fee Agreement. The Advisory Fee was agreed to be divided between the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time such payment is made.

On December 31, 2007, we received a notice from Blackstone and TCV electing to receive, in lieu of annual payments of the Monitoring Fee, the Advisory Fee in consideration of the termination of the appointment of Blackstone and TCV to render services pursuant to the Transaction and Monitoring Fee Agreement as of the date of such notice. The Advisory Fee was agreed to be an amount equal to approximately $57.5 million. The Advisory Fee is payable as originally provided in the Transaction and Monitoring Fee Agreement.

We agreed to reimburse the affiliates of Blackstone and the affiliates of TCV for out-of-pocket expenses incurred in connection with the Transaction and Monitoring Fee Agreement and to indemnify such entities for losses relating to the services contemplated by the Transaction and Monitoring Fee Agreement and the engagement of the affiliate of Blackstone and the affiliate of TCV pursuant to the Transaction and Monitoring Fee Agreement.

On May 8, 2008, we entered into a new Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV, pursuant to which Blackstone and TCV provide us monitoring, advisory and consulting services. Pursuant to the new agreement, payments made by us in 2008, 2010 and subsequent years are credited against the Advisory Fee of approximately $57.5 million owed to affiliates of Blackstone and TCV pursuant to the election made by Blackstone and TCV discussed above. In 2010, 2011 and 2012, we made payments of approximately $7 million, $5 million and $5 million, respectively, under the new Transaction and Monitoring Fee Agreement. The payments made in 2010, 2011 and 2012 were credited against the Advisory Fee and reduced the Advisory Fee to be paid to approximately $32 million. In addition, in 2010, 2011 and 2012, we paid approximately nil, $0.1 million and nil, respectively, in reimbursement for out-of-pocket costs incurred in connection with the new Transaction and Monitoring Fee Agreement.

Investment and Cooperation Agreement.     On December 7, 2006, we entered into an Investment and Cooperation Agreement with an affiliate of OEP. Pursuant to the Investment and Cooperation Agreement, OEP became subject to and entitled to the benefits of the Transaction and Monitoring Fee Agreement so that, to the extent that any transaction or management fee becomes payable to an affiliate of Blackstone or an affiliate of TCV, OEP will be entitled to receive its pro-rata portion of any such fee (based on relative equity ownership in the Company). Accordingly, any Monitoring Fees or Advisory Fee will be divided among the affiliates of Blackstone, TCV and OEP according to their respective beneficial ownership interests in us at the time any such payment is made.

Shareholders’ Agreement.     In connection with the acquisition, TDS Investor, our ultimate parent company, entered into a shareholders’ agreement with affiliates of Blackstone and TCV. On October 13, 2006, this shareholders’ agreement was amended to add a TCV affiliate as a shareholder. The shareholders’ agreement contains agreements among the parties with respect to the election of our directors and the directors of our parent

 

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companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions) and registration rights (including customary indemnification provisions).

Orbitz Worldwide.     After our internal restructuring on October 31, 2007, we owned less than 50% of the outstanding common stock of Orbitz Worldwide, and, as a result, Orbitz Worldwide ceased to be our consolidated subsidiary. We have various commercial arrangements with Orbitz Worldwide, and under those commercial agreements with Orbitz Worldwide, we earned approximately $4 million of revenue and recorded approximately $92 million of expense in 2012. In addition, pursuant to our Separation Agreement with Orbitz Worldwide, we have agreed to issue letters of credit on behalf of Orbitz Worldwide so long as we and our affiliates own at least 50% of Orbitz Worldwide’s voting stock, in an aggregate amount not to exceed $75 million. As of December 31, 2012, we had commitments of approximately $72 million in letters of credit outstanding on behalf of Orbitz Worldwide. We recorded approximately $7 million of interest income in connection with fees associated with such letters of credit issuances in 2012.

Commercial Transactions with Other Blackstone Portfolio or Affiliated Companies.     Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. We have entered into commercial transactions on an arms-length basis in the ordinary course of our business with these companies, including the sale of goods and services and the purchase of goods and services. For example, in 2012, we recorded revenue of approximately $23 million and $9 million in connection with GDS booking fees received from Hilton Hotels Corporation and Wyndham Hotel Group, respectively, Blackstone portfolio companies. Other than as described herein, none of these transactions or arrangements is of great enough value to be considered material.

Blackstone Financial Advisory.     In February 2011, we entered into agreement with an affiliate of Blackstone, which was amended in July 2011, pursuant to which Blackstone agreed to provide us financial advisory and consulting services in connection with refinancing transactions. During 2011, we paid approximately $8 million under this agreement. The engagement was terminated in November 2011. In April 2012, we entered into an agreement with an affiliate of Blackstone, which was modified in November 2012, pursuant to which Blackstone agreed to provide us financial advisory and consulting services in connection with refinancing and related transactions. During 2012, we paid approximately $2 million under this agreement.

New Shareholders’ Agreement.     In connection with the Restructuring, on October 3, 2011, we and our direct and indirect parent companies entered into a shareholders’ agreement (the “New Shareholders’ Agreement”) with the PIK term loan lenders (the “New Shareholders”). Pursuant to the New Shareholders’ Agreement, as partial consideration for the Restructuring, the New Shareholders received, among other things, their pro rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide. Subject to certain conditions, additional equity securities may be issued to the New Shareholders, which would bring the total equity held by the New Shareholders to 44% of Worldwide. The New Shareholders’ Agreement, among other things: (i) allows the New Shareholders to appoint two directors to our board of directors, as well as the boards of directors of Travelport Holdings Limited, our direct parent company, and Travelport Worldwide, subject to certain conditions; (ii) restricts our ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend our organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Travelport Worldwide to obtain additional information about us and certain of our parent companies.

Review, Approval or Ratification of Related Person Transactions.     Our Audit Committee is responsible for the review, approval or ratification of “related-person transactions” between us or our subsidiaries and related persons. “Related person” refers to a person or entity who is, or at any point since the beginning of the last fiscal year was, a director, officer, nominee for director, or 5% stockholder of us and their immediate family members. Our Audit Committee does not have a written policy regarding the approval of related-person transactions. The Audit Committee applies its review procedures as a part of its standard operating procedures. In the course of its review and approval or ratification of a related-person transaction, the Audit Committee considers:

 

   

the nature of the related-person’s interest in the transaction;

 

   

the material terms of the transaction, including the amount involved and type of transaction;

 

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the importance of the transaction to the related person and to us;

 

   

whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

 

   

any other matters the Audit Committee deems appropriate.

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee at which the transaction is considered.

Director Independence.     As a privately-held company, we are not required to have independent directors on our Board of Directors. Other than Mr. Bolland, none of our directors is independent. In addition, none of the directors on our Audit Committee, Compensation Committee and Executive Committee are independent directors.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accounting Firm Fees.     Fees billed to us by Deloitte LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) during the years ended December 31, 2011 and 2010 were as follows:

Audit Fees.     The aggregate fees billed for the audit of our annual financial statements during the years ended December 31, 2012 and 2011 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q and for other attest services primarily related to financial accounting consultations, comfort letters and consents related to SEC and other registration statements, regulatory and statutory audits and agreed-upon procedures were approximately $2.4 million and $3.2 million, respectively.

Audit-Related Fees.     The aggregate fees billed for audit-related services during the fiscal years ended December 31, 2012 and 2011 were approximately $0.1 million and $0.2 million, respectively. These fees relate primarily to due diligence pertaining to acquisitions, audits for dispositions of subsidiaries and related registration statements, audits of employee benefit plans and accounting consultation for contemplated transactions for the fiscal years ended December 31, 2012 and December 31, 2011.

Tax Fees.     The aggregate fees billed for tax services during the fiscal years ended December 31, 2012 and 2011 were approximately $2.0 million and $2.5 million, respectively. These fees relate to tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2012 and December 31, 2011.

All Other Fees.     The aggregate fees billed for other fees during the fiscal years ended December 31, 2012 and December 31, 2011 were nil and $0.8 million, respectively. These fees relate primarily proposed strategic transactions and the sale of GTA in 2011.

Our Audit Committee considered the non-audit services provided by the Deloitte Entities and determined that the provision of such services was compatible with maintaining the Deloitte Entities’ independence. Our Audit Committee also adopted a policy prohibiting the Company from hiring the Deloitte Entities’ personnel at the manager or partner level, who have been directly involved in performing auditing procedures or providing accounting advice to us, in any role in which such person would be in a position to influence the contents of our financial statements. Our Audit Committee is responsible for appointing our independent auditor and approving the terms of the independent auditor’s services. Our Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent auditor, as described below.

All services performed by the independent auditor in 2012 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its March 21, 2012 meeting. This policy describes the permitted audit, audit-related, tax and other services (collectively, the “Disclosure Categories”) that the independent auditor may perform. The policy requires that prior to the beginning of each fiscal year, a description of the services (the “Service List”) anticipated to be performed by the independent auditor in each of the Disclosure Categories in the ensuing fiscal year be presented to the Audit Committee for approval.

 

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Any requests for audit, audit-related, tax and other services not contemplated by the Service List must be submitted to the Audit Committee for specific pre-approval, except for de minimis amounts under certain circumstances as described below, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the authority to grant specific pre-approval between meetings may be delegated to one or more members of the Audit Committee. The member or members of the Audit Committee to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services under certain circumstances. Services provided by the Deloitte Entities during 2012 and 2011 under this provision were approximately nil and $0.3 million, in aggregate, respectively.

PART IV

 

ITEM 15. EXHIBITS, FINANCIALS STATEMENT SCHEDULES.

 

ITEM 15(A)(1)     FINANCIAL STATEMENTS

See Financial Statements and Financial Statements Index commencing on page F-1 hereof.

The consolidated financial statements and related footnotes of Travelport’s non-controlled affiliate, Orbitz Worldwide, Inc., are included as Exhibit 99 to this Form 10-K and are hereby incorporated by reference herein from the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed by Orbitz Worldwide, Inc. with the SEC on March 5, 2013. The Company is required to include the Orbitz Worldwide financial statements in its Form 10-K due to Orbitz Worldwide meeting certain tests of significance under SEC Regulation S-X Rule 3-09. The management of Orbitz Worldwide is solely responsible for the form and content of the Orbitz Worldwide financial statements.

 

ITEM 15(A)(3)   EXHIBITS

See Exhibits Index commencing on page G-1 hereof.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    TRAVELPORT LIMITED
    By:   /s/    Antonios Basoukeas
      Antonios Baskoukeas
      Group Vice President and Group Financial
      Controller
Date: March 12, 2013      

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature    Title   Date
/s/ Gordon Wilson     

(Gordon Wilson)

   Chief Executive Officer and Director   March 12, 2013
/s/ Philip Emery   

Executive Vice President and Chief

Financial Officer

  March 12, 2013

(Philip Emery)

    
/s/ Jeff Clarke    Chairman of the Board and Director   March 12, 2013

(Jeff Clarke)

    
/s/ Douglas Steenland   

Vice Chairman of the Board and

Director

  March 12, 2013

(Douglas Steenland)

    
/s/ Gavin Baiera    Director   March 12, 2013

(Gavin Baiera)

    
/s/ Anthony J. Bolland    Director   March 12, 2013

(Anthony J. Bolland)

    
/s/ Martin Brand    Director   March 12, 2013

(Martin Brand)

    
/s/ Paul C. Schorr IV    Director   March 12, 2013

(Paul C. Schorr IV)

    

 

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TRAVELPORT LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

     Page  

Report of Independent Registered Public Accounting Firm

     F-2   

Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010

     F-3   

Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010

     F-4   

Consolidated Balance Sheets as of December 31, 2012 and 2011

     F-5   

Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010

     F-6   

Consolidated Statements of Changes in Total Equity for the years ended December  31, 2012, 2011 and 2010

     F-8   

Notes to the Consolidated Financial Statements

     F-9   

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Travelport Limited

We have audited the accompanying consolidated balance sheets of Travelport Limited and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, cash flows and changes in total equity for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion . An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Travelport Limited and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE LLP

L ONDON , U NITED K INGDOM

M ARCH 12, 2013

 

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TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in $ millions)    Year Ended
December 31, 2012
    Year Ended
December 31, 2011
    Year Ended
December 31, 2010
 
      

Net revenue

     2,002        2,035        1,996   
  

 

 

   

 

 

   

 

 

 

Costs and expenses

      

Cost of revenue

     1,191        1,211        1,119   

Selling, general and administrative

     446        397        393   

Depreciation and amortization

     227        227        210   
  

 

 

   

 

 

   

 

 

 

Total costs and expenses

     1,864        1,835        1,722   
  

 

 

   

 

 

   

 

 

 

Operating income

     138        200        274   

Interest expense, net

     (290     (287     (272

Gain on early extinguishment of debt

     6               2   
  

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

     (146     (87     4   

Provision for income taxes

     (23     (29     (47

Equity in losses of investment in Orbitz Worldwide

     (74     (18     (28
  

 

 

   

 

 

   

 

 

 

Net loss from continuing operations

     (243     (134     (71

(Loss) income from discontinued operations, net of tax

            (6     27   

Gain from disposal of discontinued operations, net of tax

     7        312          
  

 

 

   

 

 

   

 

 

 

Net (loss) income

     (236     172        (44

Net loss attributable to non-controlling interest in subsidiaries

            3        1   
  

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to the Company

     (236     175        (43
  

 

 

   

 

 

   

 

 

 

See Notes to the Consolidated Financial Statements

 

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TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(in $ millions)    Year Ended
December 31,

2012
    Year Ended
December 31,

2011
    Year Ended
December 31,

2010
 

Net (loss) income

     (236     172        (44
  

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

      

Currency translation adjustment, net of tax of $0

     3        (81     (35

Realization of loss on cash flow hedges, net of tax of $0

            9        9   

Unrealized actuarial loss on defined benefit plans, net of tax of $1, $(2) and $0

     (13     (101     (22

Unrealized (loss) gain on equity investment, net of tax of $0

     (3     6        9   
  

 

 

   

 

 

   

 

 

 

Other comprehensive loss, net of tax

     (13     (167     (39
  

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

     (249     5        (83

Comprehensive loss attributable to non-controlling interest in subsidiaries

            3        1   
  

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to the Company

     (249     8        (82
  

 

 

   

 

 

   

 

 

 

See Notes to the Consolidated Financial Statements

 

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TRAVELPORT LIMITED

CONSOLIDATED BALANCE SHEETS

 

(in $ millions)    December 31,
2012
    December 31,
2011
 

Assets

    

Current assets:

    

Cash and cash equivalents

     110        124   

Accounts receivable (net of allowances for doubtful accounts of $16 and $22)

     150        180   

Deferred income taxes

     2        3   

Other current assets

     220        168   
  

 

 

   

 

 

 

Total current assets

     482        475   

Property and equipment, net

     416        431   

Goodwill

     986        986   

Trademarks and tradenames

     314        314   

Other intangible assets, net

     599        681   

Cash held as collateral

     137        137   

Investment in Orbitz Worldwide

            77   

Non-current deferred income taxes

     6        6   

Other non-current assets

     218        237   
  

 

 

   

 

 

 

Total assets

     3,158        3,344   
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities:

    

Accounts payable

     74        72   

Accrued expenses and other current liabilities

     537        501   

Deferred income taxes

     38          

Current portion of long-term debt

     38        50   
  

 

 

   

 

 

 

Total current liabilities

     687        623   

Long-term debt

     3,392        3,357   

Deferred income taxes

     7        42   

Other non-current liabilities

     274        279   
  

 

 

   

 

 

 

Total liabilities

     4,360        4,301   
  

 

 

   

 

 

 

Commitments and contingencies (Note 15)

    

Shareholders’ equity:

    

Common shares ($1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding)

              

Additional paid in capital

     718        717   

Accumulated deficit

     (1,747     (1,511

Accumulated other comprehensive loss

     (189     (176
  

 

 

   

 

 

 

Total shareholders’ equity

     (1,218     (970

Equity attributable to non-controlling interest in subsidiaries

     16        13   
  

 

 

   

 

 

 

Total equity

     (1,202     (957
  

 

 

   

 

 

 

Total liabilities and equity

     3,158        3,344   
  

 

 

   

 

 

 

See Notes to the Consolidated Financial Statements

 

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TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(in $ millions)   Year ended
December 31,
2012
    Year ended
December 31,
2011
    Year ended
December 31,
2010
 

Operating activities of continuing operations

     

Net (loss) income

    (236     172        (44

Income from discontinued operations (including gain from disposal), net of tax

    (7     (306     (27
 

 

 

   

 

 

   

 

 

 

Net loss from continuing operations

    (243     (134     (71

Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities of continuing operations:

     

Depreciation and amortization

    227        227        210   

Equity-based compensation

    2        5        5   

Amortization of debt finance costs and debt discount

    37        23        23   

Non-cash interest on Second Priority Secured Notes

    14        3          

Gain on early extinguishment of debt

    (6            (2

Gain on interest rate derivative instruments

    (1     (22     (6

Gain on foreign exchange derivative instruments

           (1     (3

Equity in losses of investment in Orbitz Worldwide

    74        18        28   

Deferred income taxes

    4        3        21   

FASA liability

    (7     (16     (18

Defined benefit pension plan funding

    (27     (17     (3

Changes in assets and liabilities:

     

Accounts receivable

    22        (20     4   

Other current assets

    (3     13        (14

Accounts payable, accrued expenses and other current liabilities

    36        9        17   

Other

    52        33        (10
 

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities of continuing operations

    181        124        181   
 

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities of discontinued operations

           (12     103   
 

 

 

   

 

 

   

 

 

 

Investing activities

     

Property and equipment additions

    (92     (77     (182

Proceeds from the sale of GTA business, net of cash disposed of $7 million

           628          

Investment in Orbitz Worldwide

                  (50

Businesses acquired

                  (16

Loan to a parent company

                  (9

Loan repaid by a parent company

                  9   

Proceeds from sale of assets

                  2   

Other

    3        5        5   
 

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by investing activities

    (89     556        (241
 

 

 

   

 

 

   

 

 

 

 

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TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

 

(in $ millions)    Year ended
December 31,
2012
    Year ended
December 31,
2011
    Year ended
December 31,
2010
 

Financing activities

      

Proceeds from new term loans

     170               137   

Repayment of term loans

     (165     (658     (160

Proceeds from revolver borrowings

     80        35        130   

Repayment of revolver borrowings

     (95            (130

Repayment of capital lease obligations

     (16     (14     (10

Repurchase and retirement of Senior Notes

     (20            (18

Proceeds from issuance of Senior Notes

                   250   

Debt finance costs

     (20     (100     (20

Cash provided as collateral

                   (137

Payments on settlement of foreign exchange derivative contracts

     (51            (77

Proceeds from settlement of foreign exchange derivative contracts

     9        34        16   

Distribution to a parent company

            (89       

Other

     2        1        (3
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (106     (791     (22
  

 

 

   

 

 

   

 

 

 

Effect of changes in exchange rates on cash and cash equivalents

            5        4   
  

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (14     (118     25   

Cash and cash equivalents at beginning of year (including cash of discontinued operations)

     124        242        217   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

     110        124        242   

Less: cash of discontinued operations

                   (148
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents of continuing operations at end of year

     110        124        94   
  

 

 

   

 

 

   

 

 

 

Supplemental disclosure of cash flow information of continuing operations

      

Interest payments

     232        267        232   

Income tax payments, net

     16        22        24   

Non-cash capital distribution to a parent company

            208          

Non-cash capital lease additions

     63        28        30   

See Notes to the Consolidated Financial Statements

 

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TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY

 

(in $ millions)   Common
Shares
    Additional
Paid in
Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income (loss)
    Non-
Controlling
Interest in
Subsidiaries
    Total
Equity
 

Balance as of January 1, 2010

           1,006        (1,643)        30        15        (592

Equity-based compensation, net of repurchases

           5                             5   

Capital contribution from non-controlling interest shareholders

                                1        1   

Dividend to non-controlling interest shareholders

                                (3     (3

Comprehensive loss, net of tax

                  (43     (39     (1     (83
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2010

           1,011        (1,686     (9     12        (672

Distribution to a parent company

           (297                          (297

Equity-based compensation

           6                             6   

Net share settlement for equity-based compensation

           (3                          (3

Capital contribution from non-controlling interest shareholders

                                4        4   

Comprehensive income (loss), net of tax

                  175        (167     (3     5   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2011

           717        (1,511     (176     13        (957

Equity-based compensation

           2                             2   

Net share settlement for equity-based compensation

           (1                          (1

Capital contribution from non-controlling interest shareholders

                                3        3   

Comprehensive loss, net of tax

                  (236     (13            (249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2012

           718        (1,747     (189     16        (1,202
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to the Consolidated Financial Statements

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

1.    Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry.

Travelport operates a global distribution system (“GDS”) business which provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book itinerary and pricing options across multiple travel suppliers. Travelport operates three systems, Galileo, Apollo and Worldspan, providing travel agencies with booking technology and access to supplier inventory that Travelport aggregates from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Within Travelport’s GDS business, Airline IT Solutions business hosts mission critical applications and provides business and data analysis solutions to major airlines to enable them to focus on their core business competencies.

Travelport’s payment services joint ventures with eNett provides secure and cost effective automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry currently focusing on Asia, Europe and the United States.

The Company also owns approximately 46% of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), a leading global online travel company. The Company has over 3,500 employees and operates in over 170 countries. Travelport is a closely-held company.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP).

On May 5, 2011, the Company completed the sale of the Gullivers Travel Associates (“GTA”) business to Kuoni Travel Holdings Limited (“Kuoni”). The results of operations of the GTA business are presented as discontinued operations in the Company’s consolidated statements of operations and consolidated statements of cash flows. Due to the sale of the GTA business in 2011, the Company now has one reportable segment.

Certain prior year numbers have been reclassified to conform to current year presentation.

2.    Summary of Significant Accounting Policies

Consolidation Policy

The Company’s financial statements include the accounts of Travelport, Travelport’s wholly-owned subsidiaries and entities of which Travelport controls a majority of the entity’s outstanding common stock. The Company has eliminated intercompany transactions and balances in its financial statements.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates.

The Company’s accounting policies, which include significant estimates and assumptions, include estimation of the collectability of accounts receivables, including amounts due from airlines that are in bankruptcy or which have faced financial difficulties, amounts for future cancellations of airline bookings processed through the GDS, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of intangible assets and goodwill, discount rates and rates of return affecting the calculation of the assets and liabilities associated with the employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

Revenue Recognition

The Company provides global transaction processing and computer reservation services and provides travel marketing information to airline, car rental and hotel clients as described below.

Transaction Processing Revenue

The Company provides travel agencies, internet sites and other subscribers with the ability to access schedule and fare information, book reservations and print tickets for air travel. The Company also provides subscribers with information and booking capability covering car rentals and hotel reservations at properties throughout the world. Such transaction processing services are provided through the use of the GDS. As compensation for services provided, fees are collected, on a per segment basis, from airline, car rental, hotel and other travel-related suppliers for reservations booked through the Company’s GDS.

Revenue for air travel reservations is recognized at the time of booking of the reservation, net of estimated cancellations prior to the date of departure and anticipated incentives for customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations, prior to the date of departure, which have not been significant. Certain of the Company’s more significant contracts provide for incentive payments based upon business volume. Revenue for car rental, hotel reservations and cruise reservations is recognized upon fulfillment of the reservation. The timing of the recognition of car, hotel and cruise reservation revenue reflects the difference in the contractual rights related to such services compared to the airline reservation services.

Airline IT Solutions Revenue

The Company provides hosting solutions and IT software subscription services to airlines, as well as travel agency services to corporations. Such revenue is recognized as the services are performed.

Cost of Revenue

Cost of revenue consists of direct costs incurred to generate the Company’s revenue, including financial incentives paid to travel agencies who subscribe to the Company’s GDS, commissions and costs incurred for third-party national distribution companies (“NDCs”), and costs for call center operations, data processing and related technology costs. Cost of revenue excludes depreciation and amortization expenses.

The Company enters into agreements with significant subscribers, which provide for incentives in the form of development advances, including cash payments, equipment or other services at no charge. The amount of the development advance varies depending upon the expected volume of the subscriber’s business. The Company establishes liabilities for these development advances at the inception of the contract and defers the related expense. The development advance expense is then recognized as revenue is earned in accordance with the contractual terms. The Company generally recognizes the development advance expense over the life of the contract on a straight line basis, as it expects the benefit of those advances, which are the air segments booked on its GDS, to accrue evenly over the life of the contract.

In markets not supported by the Company’s sales and marketing organizations, the Company utilizes an NDC structure, where feasible, in order to take advantage of the NDC’s local industry knowledge. The NDC is responsible for cultivating the relationship with subscribers in its territory, installing subscribers’ computer equipment, maintaining the hardware and software supplied to the subscribers and providing ongoing customer support. The NDC earns a share of the booking fees generated in the NDC’s territory.

Technology management costs, data processing costs, and telecommunication costs which are included in cost of revenue consist primarily of internal system and software maintenance fees, data communications and other expenses associated with operating the Company’s internet sites and payments to outside contractors.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

Commission costs are recognized in the same accounting period as the revenue generated from the related activities. All other costs are recognized as expenses when obligations are incurred.

Advertising Expense

Advertising costs are expensed in the period incurred and include online marketing costs such as search and banner advertising, and offline marketing such as television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the consolidated statements of operations, was approximately $15 million, $16 million and $17 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Income Taxes

The provision for income taxes for annual periods is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the temporary differences between the financial statement carrying amounts and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on estimated future taxable income. A change in the Company’s estimate of future taxable income may require an addition or reduction to the valuation allowance.

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. The Company classifies uncertain tax positions as non-current other liabilities unless expected to be paid within one year. Liabilities expected to be paid within one year are included in the accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities, and other non-current liabilities accounts. The Company recognizes interest and penalties accrued related to unrecognized tax positions as part of the provision for income taxes.

Cash and Cash Equivalents

The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s trade receivables are reported in the consolidated balance sheets net of an allowance for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company, or other known customer liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. For all other customers, the Company recognizes a reserve for estimated bad debts. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Accordingly, the length of time to collect, relative to local standards, does not necessarily indicate an increased credit risk. In all instances, local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

Bad debt expense (recovery) is recorded in selling, general and administrative expenses on the consolidated statements of operations and amounted to $4 million, $1 million and $(1) million for the years ended December 31, 2012, 2011 and 2010, respectively.

Derivative Instruments

The Company uses derivative instruments as part of its overall strategy to manage exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. All derivatives are recorded at fair value either as assets or liabilities. As a matter of policy, the Company does not use derivatives for trading or speculative purposes and does not offset derivative assets and liabilities.

As of December 31, 2012 and 2011, the Company has not designated the derivative instruments used to hedge its foreign currency and interest rate risks as accounting hedges. Changes in the fair value of derivatives not designated as hedging instruments are recognized directly in earnings in the consolidated statements of operations. Prior to December 31, 2011, certain derivative instruments were designated as cash flow hedges. The effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments is recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings on the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are reflected in earnings in the same period during which the hedged cash flow affects earnings.

Fair Value Measurement

The financial assets and liabilities on the Company’s consolidated balance sheets that are required to be recorded at fair value on a recurring basis are assets and liabilities related to derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

 

Level 1  —

  Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2  —

  Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3  —

  Valuations based on inputs that are unobservable and significant to overall fair value measurement.
 

The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These amounts include fair value adjustments related to the Company’s own credit risk and counterparty credit risk. The adjustments for credit risk used in pricing models are categorized within Level 3 of the fair value hierarchy when such adjustments constitute more than 15% of the unadjusted fair value of derivative instruments for two successive quarters, the entire instrument is classified within Level 3 of the fair value hierarchy.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

Property and Equipment

Property and equipment (including leasehold improvements) are recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization expense on the consolidated statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives are up to 30 years for buildings, up to 20 years for leasehold improvements, from three to ten years for capitalized software and from three to seven years for furniture, fixtures and equipment.

Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis when such software is substantially ready for use. For the years ended December 31, 2012, 2011 and 2010, the Company amortized internal use software costs of $89 million, $81 million and $65 million, respectively, as a component of depreciation and amortization expense on the consolidated statements of operations.

Goodwill and Other Intangible Assets

The Company’s intangible assets with indefinite-lives comprise of Goodwill, Trademarks and Tradenames. These indefinite-lived intangible assets are not amortized, but rather are tested for impairment. The Company amortizes certain acquired identifiable intangible assets primarily comprising of customer relationships and vendor relationships on a straight-line basis over their useful lives which is approximately 13 years.

Impairment of Long-Lived Assets

The Company is required to assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company assesses impairment factors to determine if it is more likely than not that an impairment has occurred. If it is considered more likely than not that an impairment has occurred, the company will test, utilizing estimated future discounted cash flows and incorporates assumptions that it believes marketplace participants would utilize. The Company uses comparative market multiples and other factors to corroborate the discounted cash flow results, if available. If, as a result of testing, the Company determines that the carrying value exceeds the fair value, then the level of impairment is assessed by allocating the total estimated fair value of the reporting unit to the fair value of the individual assets and liabilities of that reporting unit, as if that reporting unit is being acquired in a business combination. This results in the implied fair value of the goodwill. Other indefinite-lived assets are tested for impairment by estimating their fair value utilizing estimated future discounted cash flows attributable to those assets and are written down to the estimated fair value where necessary.

The Company performs its annual impairment testing for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year subsequent to completing its annual forecasting process or more frequently if circumstances indicate impairment may have occurred. The Company performed its annual impairment test during the fourth quarter of 2012 and did not identify any impairment.

The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

The Company is required under US GAAP to review its investments in equity interests for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. The Company has an equity investment in Orbitz Worldwide that is evaluated quarterly for impairment. This analysis is focused on the market value of Orbitz Worldwide shares as compared to the book value of such shares. Factors that could lead to impairment of the investment in the equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide. The Company may be required in the future to record a charge to earnings if its investment in equity of Orbitz Worldwide becomes impaired.

Equity Method Investments

The Company accounts for equity investments using the equity method of accounting if the investment gives the Company ability to exercise significant influence, but not control, over an investee. The Company’s share of equity investment in earnings (losses) are recorded in the Company’s consolidated statements of operations. Where the Company’s share of losses equals or exceeds the amount of investment plus advances made by the Company, the Company discontinues equity accounting and the investment is reported at nil.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of accumulated foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments related to foreign currency and interest rate hedge transactions designated in hedge relationships, unrealized actuarial gains and losses on defined benefit plans and share of unrealized gains and losses of accumulated other comprehensive income (loss) of equity investments.

Foreign Currency

Foreign currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries. Assets and liabilities of foreign subsidiaries having non-US dollar functional currencies are translated at period end exchange rates. The gains and losses resulting from translating foreign currency financial statements into US dollars, net of hedging gains, hedging losses and taxes, are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in earnings as a component of net revenue, cost of revenue or selling, general and administrative expense, based upon the nature of the underlying transaction, in the consolidated statements of operations. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component in the consolidated statements of cash flows.

Equity-Based Compensation

TDS Investor (Cayman) L.P., the partnership indirectly owning a majority shareholding in the Company (the “Partnership”), and Travelport Worldwide Limited, a parent company indirectly owning 100% of the Company (“Worldwide”), have equity-based, long-term incentive programs for the purpose of retaining certain key employees. Under several plans within these programs, key employees are granted restricted equity units and/or partnership interests in the Partnership and restricted share units and/or shares in Worldwide.

The Company expenses all employee equity-based compensation over the relevant vesting period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The equity-based compensation expense is included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

Pension and Other Post-Retirement Benefits

The Company sponsors a defined contribution savings plan, under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan are recognized in the Company’s consolidated statements of operations as incurred.

The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company also maintains other post-retirement health and welfare benefit plans for certain eligible employees. The Company recognizes the funded status of its pension and other post-retirement defined benefit plans within other non-current assets, accrued expenses and other current liabilities, and other non-current liabilities on its consolidated balance sheets. The measurement date used to determine benefit obligations and the fair value of assets for all plans is December 31 of each year.

Pension and other post-retirement defined benefit costs are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions including expected return rates on plan assets, discount rates, employee turnover, healthcare costs and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different to expected return and from changes in the projected benefit obligation and these are deferred within accumulated other comprehensive income (loss), net of tax.

Recently Issued Accounting Pronouncements

Reporting of amounts reclassified out of Accumulated Other Comprehensive Income

In June 2011, the Financial Accounting Standards Board (“FASB”) issued guidance on the presentation of comprehensive income. This guidance eliminates the option to present components of other comprehensive income (“OCI”) as part of the statement of changes in equity and requires companies to report components of comprehensive income in either (1) a single continuous statement of comprehensive income or (2) two separate but consecutive statements. This guidance also requires items reclassified from OCI to net income to be disclosed in both net income and OCI. This guidance is to be applied on a retrospective basis for all annual and interim periods beginning on or after December 15, 2011. The Company adopted the provisions of this guidance effective January 1, 2012. There was no impact on the consolidated financial statements resulting from the adoption of this guidance, other than presentation.

In December 2011, the FASB issued a revision to this guidance, deferring indefinitely, the effective date for amendments to the presentation of comprehensive income requiring items reclassified from OCI to net income to be disclosed in both net income and OCI.

In January 2013, the FASB issued guidance on reporting of significant items that are reclassified to net income from Accumulated Other Comprehensive Income and disclosures for items not reclassified to net income. This guidance is to be applied on a prospective basis for reporting periods beginning after December 15, 2013 although early adoption is permitted. The Company does not anticipate an impact on the consolidated financial statements resulting from the adoption of this guidance, apart from disclosure.

Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued guidance on disclosures about offsetting and related arrangements for financial instruments and derivatives. This guidance requires disclosure of both gross and net information about both instruments and transactions eligible for offset in the balance sheet and transactions subject to an agreement similar to a master netting agreement. This guidance is to be applied on a retrospective basis for all annual periods beginning on or after January 1, 2013 and interim periods within those annual periods.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

2.    Summary of Significant Accounting Policies (Continued)

 

In January 2013, the FASB amended this guidance to reduce the scope of assets and liabilities covered by the disclosure requirements. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

Amendments to Goodwill Impairment Testing

In September 2011, the FASB issued amended guidance to allow the use of a qualitative approach to test goodwill for impairment. There will no longer be a requirement to perform the two step goodwill impairment test if, based on a qualitative assessment, it is determined to be more likely than not (more than 50 percent) that the fair value of goodwill is greater than its carrying amount. This guidance is to be applied on a prospective basis for all annual and interim periods beginning on or after December 15, 2011. The Company adopted the provisions of this guidance effective January 1, 2012, as required. There was no impact on the consolidated financial statements resulting from the adoption of this guidance.

Amendments to Indefinite-Lived Intangible Assets Impairment Testing

In July 2012, the FASB issued amended guidance to allow the use of a qualitative approach to test indefinite-lived intangible assets for impairment. There will no longer be a requirement to perform an annual indefinite-lived intangible asset impairment test if, based on a qualitative assessment, it is determined to be more likely than not (more than 50 percent) that the fair value of the indefinite-lived intangible asset is greater than its carrying amount. This guidance is to be applied on a prospective basis for all annual and interim periods beginning on or after September 15, 2012. The Company early adopted the provisions of this guidance effective October 1, 2012. There was no impact on the consolidated financial statements resulting from adoption of this guidance.

Fair Value Measurements and Disclosures

In May 2011, the FASB issued guidance on measuring fair value and on disclosing information about fair value measurements. This new guidance provides clarification on the application of certain valuation methods, clarification on measuring the fair value of an instrument classified in an entity’s own equity, new guidance related to measuring the fair value of financial instruments that are managed within a portfolio, and new guidance related to the use of premiums and discounts in a fair value measurement.

This guidance also requires additional disclosures to be made for fair value measurements categorized as Level 3. This guidance is to be applied on a prospective basis for all annual and interim periods beginning after December 15, 2011. The Company adopted the provisions of this guidance effective January 1, 2012, as required. There was no impact on the consolidated financial statements resulting from the adoption of this guidance, apart from disclosure.

3.    Discontinued Operations

On May 5, 2011, the Company completed the sale of the GTA business to Kuoni and realized a gain of $312 million, net of tax in 2011. The results of operations of the GTA business are presented as discontinued operations in the Company’s consolidated statements of operations and consolidated statements of cash flows.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

3.    Discontinued Operations (Continued)

 

Summarized statements of operations data for the discontinued operations of the GTA business, excluding intercompany transactions, are as follows:

 

(in $ millions)    Year Ended
December 31,
2012
     From
January 1,
2011 to
May 5, 2011
    Year Ended
December 31,
2010
 

Net revenue

             76        294   

Operating expenses

             86        254   
  

 

 

    

 

 

   

 

 

 

Operating (loss) income before income taxes

             (10     40   

Benefit (provision) for income taxes

             4        (13
  

 

 

    

 

 

   

 

 

 

(Loss) income from discontinued operations, net of tax

             (6     27   

Gain from disposal of discontinued operations, net of tax of $0

     7         312          
  

 

 

    

 

 

   

 

 

 

Total income from discontinued operations, net of tax

     7         306        27   
  

 

 

    

 

 

   

 

 

 

In connection with the sale of the GTA business to Kuoni, the Company agreed to indemnify Kuoni up to May 2017 for certain potential tax liabilities relating to pre-sale events. An estimate of the Company’s obligations under those indemnities is included within other non-current liabilities on the Company’s consolidated balance sheet as of December 31, 2012 and 2011.

During 2012, the Company settled certain of its obligations under those indemnities and realized a gain of $7 million.

4.    Income Taxes

The provision for income taxes consisted of:

 

(in $ millions)    Year Ended
December 31,
2012
    Year Ended
December 31,
2011
    Year Ended
December 31,
2010
 

Current

      

US Federal

     (2              

US State

     (2              

Non-US

     (17     (23     (24
  

 

 

   

 

 

   

 

 

 
     (21     (23     (24
  

 

 

   

 

 

   

 

 

 

Deferred

      

US Federal

     (3     (3     (19

Non-US

     (1            (2
  

 

 

   

 

 

   

 

 

 
     (4     (3     (21
  

 

 

   

 

 

   

 

 

 

Non-current

      

Liabilities for uncertain tax positions

     2        (3     (2
  

 

 

   

 

 

   

 

 

 

Provision for income taxes

     (23     (29     (47
  

 

 

   

 

 

   

 

 

 

 

F-17


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

4.    Income Taxes (Continued)

 

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide for US and non-US operations consisted of:

 

(in $ millions)    Year Ended
December 31,
2012
    Year Ended
December 31,
2011
    Year Ended
December 31,
2010
 

US

     (59     46        5   

Non-US

     (87     (133     (1
  

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

     (146     (87     4   
  

 

 

   

 

 

   

 

 

 

Deferred income tax assets and liabilities were comprised of:

 

(in $ millions)    December 31,
2012
    December 31,
2011
 

Deferred tax assets:

    

Accrued liabilities and deferred income

     12        18   

Allowance for doubtful accounts

     3        6   

Net operating loss carry forwards and tax credit carry forwards

     202        231   

Pension liability

     62        61   

Other assets

     31        16   

Less: Valuation allowance

     (302     (323
  

 

 

   

 

 

 

Total deferred tax assets

     8        9   
  

 

 

   

 

 

 

Deferred tax liabilities

    

Depreciation and amortization

     (41     (40

Other

     (4     (2
  

 

 

   

 

 

 

Total deferred tax liabilities

     (45     (42
  

 

 

   

 

 

 

Net deferred tax liability

     (37     (33
  

 

 

   

 

 

 

The Company believes that it is more likely than not that the benefit from certain US federal, US State and non-US net operating loss carry forwards and other deferred tax assets will not be realized. A valuation allowance of $302 million has been recorded against deferred tax assets as of December 31, 2012. If the assumptions change and it is determined that the Company will be able to realize the net operating losses, the valuation allowance will be recognized as a reduction of income tax expense. As of December 31, 2012, the Company had federal net operating loss carry forwards of approximately $202 million, which expire between 2026 and 2031, and other non-US net operating losses of $400 million that expire between three years and indefinitely.

As a result of certain realization requirements of accounting for equity-based compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2012 that arose directly from tax deductions related to equity-based compensation in excess of compensation recognized for financial reporting. Equity will be increased by $8 million if such deferred tax assets are ultimately realized. The Company uses tax law ordering for purposes of determining when excess tax benefits have been realized.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

4.    Income Taxes (Continued)

 

As of December 31, 2012, the Company did not record a provision for withholding tax on approximately $1,144 million of the excess of the amount for financial reporting over the tax basis of investments in subsidiaries that can be repatriated to Travelport Limited in a tax free manner. Additionally, as of December 31, 2012, the Company did not record a provision for withholding tax on approximately $51 million of the excess of the amount for financial reporting over the tax basis of investments in subsidiaries that are essentially permanent in duration. As of December 31, 2012, the Company has recorded a deferred tax liability of $1million relating to its US subsidiaries, whereby an element of its $34 million of unremitted earnings are not considered to be permanent in duration.

The Company’s provision for income taxes differs from the benefit (provision) at the US Federal statutory rate of 35% as follows:

 

(in $ millions)    Year Ended
December 31,
2012
    Year Ended
December 31,
2011
    Year Ended
December 31,
2010
 

Tax benefit (provision) at US federal statutory rate of 35%

     51        30        (1

Taxes on non-US operations at alternative rates

     (29     (55     (24

Liability for uncertain tax positions

     2        (3     (2

Effect of valuation allowance

     (44     (1     (10

Non-deductible expenses

     (4     (5     (9

Other

     1        5        (1
  

 

 

   

 

 

   

 

 

 

Provision for income taxes

     (23     (29     (47
  

 

 

   

 

 

   

 

 

 

The Company is subject to income taxes in the United States and numerous non-US jurisdictions. The Company’s provision for income taxes is likely to vary materially both from the benefit (provision) at the US federal statutory tax rate and from year to year. While within a period there may be discrete items that impact the Company’s provision for income taxes, the following items consistently have an impact: (a) the Company is subject to income tax in numerous non-US jurisdictions with varying tax rates, (b) the Company’s earnings outside of the US are taxed at an effective rate that is lower than the US federal rate and at a relatively consistent level of charge, (c) the location of the Company’s debt in countries with no or low rates of federal tax implies limited deductions for interest and (d) a valuation allowance is established against the Company’s historical losses. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain.

Although the Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities representing the best estimates of the probable loss on certain positions. The Company believes the accruals for tax liabilities are adequate for all open years, based on assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities.

Pursuant to the purchase agreement governing the acquisition of the Travelport business of Avis Budget Group, Inc. (“Avis Budget”) on August 23, 2006, the Company is indemnified by Avis Budget for all income tax liabilities relating to periods prior to the sale of the Company. The Company believes its accruals for the

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

4.    Income Taxes (Continued)

 

indemnified tax liabilities are adequate for all remaining open years, based on its assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. The results of an audit or litigation related to these matters include a range of potential outcomes, which may involve material amounts. However, as discussed above, the Company is indemnified by Avis Budget for all income taxes relating to periods prior to the sale of the Company and, therefore, does not expect any such resolution to have a significant impact on its earnings, financial position or cash flows.

With limited exceptions, the Company is no longer subject to US federal tax, state and local, or non-US income tax examinations by tax authorities for tax years before 1995. The Company has undertaken an analysis of material tax positions in its tax accruals for all open years and has identified all outstanding tax positions. The Company only expects a significant increase to unrecognized tax benefits within the next twelve months for the uncertain tax positions relating to certain interest exposures. The Company does not expect a reduction in the total amount of unrecognized tax benefits within the next twelve months as a result of payments. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $23 million, $25 million and $57 million as of December 31, 2012, 2011 and 2010, respectively.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

 

(in $ millions)    December 31,
2012
    December 31,
2011
    December 31,
2010
 

Unrecognized tax benefit — opening balance

     25        57        57   

Gross increases — tax positions in prior periods

     6               2   

Gross decreases — tax positions in prior periods

     (6     (3       

Gross increases — tax positions in current period

            6        1   

Decrease related to lapsing of statute of limitations

     (2            (1

Decrease due to disposals

            (32       

Settlements

            (3     (2
  

 

 

   

 

 

   

 

 

 

Unrecognized tax benefit — ending balance

     23        25        57   
  

 

 

   

 

 

   

 

 

 

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. In 2012, 2011 and 2010, the Company accrued approximately $1 million, nil and $1 million, respectively, for interest and penalties. The total interest and penalties included in the ending balance of unrecognized tax benefits above was $4 million and $5 million as of December 31, 2012 and 2011, respectively.

5.    Orbitz Worldwide

The Company accounts for its investment of approximately 46% in Orbitz Worldwide under the equity method of accounting and records its share of Orbitz Worldwide’s net income (loss) and other comprehensive income (loss) in its consolidated statement of operations and consolidated statement of comprehensive income, respectively. The Company’s investment in Orbitz Worldwide has been diluted from its investment of approximately 48% to 46% in 2012, as a result of issuance of shares by Orbitz Worldwide under its equity investment plan.

During the fourth quarter of the year ended December 31, 2012, the Company wrote off its investment in Orbitz Worldwide as its share of Orbitz Worldwide’s net loss exceeded the carrying value. The Company also discontinued applying the equity method of accounting as the Company has no commitment which is probable to be incurred to provide additional funding to Orbitz Worldwide. The Company will resume applying the equity method of accounting only after its share of net income from Orbitz Worldwide equals the share of net losses not recognized during the period the equity method of accounting is suspended.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

5.    Orbitz Worldwide (Continued)

 

As of December 31, 2012 and 2011, the carrying value of the Company’s investment in Orbitz Worldwide was nil and $77 million, respectively. The fair market value of the Company’s investment in Orbitz Worldwide as of December 31, 2012 was approximately $133 million.

Presented below are the summary balance sheets for Orbitz Worldwide as of December 31, 2012 and 2011:

 

(in $ millions)    December 31,
2012
     December 31,
2011
 

Current assets

     226         221   

Non-current assets

     608         925   
  

 

 

    

 

 

 

Total assets

     834         1,146   
  

 

 

    

 

 

 

Current liabilities

     473         454   

Non-current liabilities

     504         531   
  

 

 

    

 

 

 

Total liabilities

     977         985   
  

 

 

    

 

 

 

As of December 31, 2012 and 2011, the Company had balances payable to Orbitz Worldwide of approximately $5 million and $3 million, respectively, which are included on the Company’s consolidated balance sheets within accrued expenses and other current liabilities.

Presented below are the summary results of operations for Orbitz Worldwide for the years ended December 31, 2012, 2011 and 2010:

 

(in $ millions)    Year Ended
December 31,
2012
    Year Ended
December 31,
2011
    Year Ended
December 31,
2010
 

Net revenue

     779        767        757   

Operating expenses (excluding impairment)

     720        712        688   

Impairment of goodwill, intangible assets, property and equipment and other long-lived assets

     321        50        81   
  

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (262     5        (12

Interest expense, net

     (37     (41     (44

Other income

            1          
  

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (299     (35     (56

Provision for income taxes

     (3     (2     (2
  

 

 

   

 

 

   

 

 

 

Net loss

     (302     (37     (58
  

 

 

   

 

 

   

 

 

 

The Company has recorded losses of $74 million, $18 million and $28 million related to its investment in Orbitz Worldwide for the years ended December 31, 2012, 2011 and 2010, respectively, within equity in losses of investment in Orbitz Worldwide in the Company’s consolidated statements of operations.

Equity in losses of investment in Orbitz Worldwide for the year ended December 31, 2012, 2011 and 2010 includes the Company’s share of a non-cash impairment charge related to goodwill, other intangible assets and other long-lived assets recorded by Orbitz Worldwide of $321 million, $50 million, and $81 million respectively.

Net revenue disclosed above includes approximately $88 million, $104 million and $110 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the years ended December 31, 2012, 2011 and 2010, respectively.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

5.    Orbitz Worldwide (Continued)

 

The Company has various commercial agreements with Orbitz Worldwide, and under those commercial agreements, it has earned approximately $4 million, $2 million and $4 million of revenue for each of the years ended December 31, 2012, 2011 and 2010, respectively, and recorded approximately $92 million, $106 million and $114 million of expense in the years ended December 31, 2012, 2011 and 2010, respectively. Furthermore, the Company has recorded approximately $7 million, $6 million and $4 million of interest income related to letters of credit issued by the Company on behalf of Orbitz Worldwide during the years ended December 31, 2012, 2011 and 2010, respectively.

6.    Other Current Assets

Other current assets consisted of:

 

(in $ millions)    December 31,
2012
     December 31,
2011
 

Development advances

     68         63   

Restricted cash of subsidiaries

     56         16   

Sales and use tax receivables

     48         49   

Assets held for sale

     16         16   

Prepaid expenses

     15         15   

Derivative assets

     10         2   

Other

     7         7   
  

 

 

    

 

 

 
     220         168   
  

 

 

    

 

 

 

Restricted cash of subsidiaries represents customer prepayments held in Company controlled bank accounts for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments and represents the contractual requirement on the Company to distribute the funds to the receiving party.

Assets held for sale consisted of land and buildings expected to be sold within the next twelve months.

7.    Property and Equipment, Net

Property and equipment, net, consisted of:

 

     December 31, 2012      December 31, 2011  
(in $ millions)    Cost      Accumulated
depreciation
    Net      Cost      Accumulated
depreciation
    Net  

Capitalized software

     629         (386     243         600         (314     286   

Furniture, fixtures and equipment

     274         (138     136         240         (137     103   

Building and leasehold improvements

     12         (7     5         11         (7     4   

Construction in progress

     32                32         38                38   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
     947         (531     416         889         (458     431   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

As of December 31, 2012 and 2011, the Company had net capital lease assets of $94 million and $64 million, respectively, included within furniture, fixtures and equipment. During the years ended December 31, 2012 and 2011, the Company invested $155 million and $100 million, respectively, in property and equipment, including capital lease additions. Additions in the year ended December 31, 2012 include upgrades to equipment as part of investment in the Company’s GDS information technology infrastructure.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

7.    Property and Equipment, Net (Continued)

 

The Company recorded depreciation expense of $145 million, $139 million and $121 million during the years ended December 31, 2012, 2011 and 2010, respectively.

The amount of interest on capital projects capitalized was $3 million and $2 million for the years ended December 31, 2012 and 2011, respectively.

8.     Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2012 and December 31, 2012 are as follows:

 

(in $ millions)    January 1,
2012
    Additions     December 31,
2012
 

Non-Amortizable Assets:

      

Goodwill

     986               986   

Trademarks and tradenames

     314               314   

Other Intangible Assets:

      

Customer relationships

     1,124               1,124   

Vendor relationships and other

     5               5   
  

 

 

   

 

 

   

 

 

 
     1,129               1,129   

Accumulated amortization

     (448     (82     (530
  

 

 

   

 

 

   

 

 

 

Other intangible assets, net

     681        (82     599   
  

 

 

   

 

 

   

 

 

 

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2011 and December 31, 2011 are as follows:

 

(in $ millions)    January 1,
2011
    Additions     Impairment
Charge
    December 31,
2011
 

Non-Amortizable Assets:

        

Goodwill

     986                      986   

Trademarks and tradenames

     314                      314   

Other Intangible Assets:

        

Customer relationships

     1,125               (1     1,124   

Vendor relationships and other

     5                      5   
  

 

 

   

 

 

   

 

 

   

 

 

 
     1,130               (1     1,129   

Accumulated amortization

     (360     (88            (448
  

 

 

   

 

 

   

 

 

   

 

 

 

Other intangible assets, net

     770        (88     (1     681   
  

 

 

   

 

 

   

 

 

   

 

 

 

Amortization expense for customer relationships was $81 million, $88 million and $89 million for the years ended December 31, 2012, 2011 and 2010, respectively. Amortization expense for vendor relationships and other was $1 million for the years ended December 31, 2012 and 2011, and less than $1 million for the year ended December 31, 2010. Amortization expense is included as a component of depreciation and amortization on the Company’s consolidated statements of operations.

Accumulated amortization of customer relationships was $528 million and $447 million as of December 31, 2012 and 2011, respectively. Accumulated amortization of vendor relationships was $2 million and $1 million as of December 31, 2012 and 2011, respectively.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

8.     Intangible Assets (Continued)

 

The Company expects amortization expense relating to intangible assets to be approximately $79 million, $76 million, $68 million, $49 million and $42 million for each of the five succeeding fiscal years, respectively. The average useful life of customer and vendor relationships is approximately 13 years.

9.    Other Non-Current Assets

Other non-current assets consisted of:

 

(in $ millions)    December 31,
2012
     December 31,
2011
 

Development advances

     87         100   

Deferred financing costs

     74         98   

Supplier prepayments

     33         14   

Derivative assets

     5           

Pension assets

     4         7   

Other

     15         18   
  

 

 

    

 

 

 
     218         237   
  

 

 

    

 

 

 

10.    Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

 

(in $ millions)    December 31,
2012
     December 31,
2011
 

Accrued commissions and incentives

     211         213   

Accrued payroll and related

     71         54   

Accrued interest expense

     61         59   

Customer prepayments

     56         16   

Accrued sponsor monitoring fees

     32         37   

Deferred revenue

     29         16   

Income tax payable

     24         19   

Derivative contracts

     4         37   

Pension and post-retirement benefit liabilities

     2         2   

Other

     47         48   
  

 

 

    

 

 

 
     537         501   
  

 

 

    

 

 

 

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

11.    Long-Term Debt

Long-term debt consisted of:

 

(in $ millions)    Maturity (1)    December 31,
2012
     December 31,
2011
 

Secured debt

        

Senior Secured Credit Agreement

        

Term loans

        

Dollar denominated

   August 2013              121   

Euro denominated

   August 2013              40   

Dollar denominated

   August 2015      1,064         1,067   

Euro denominated

   August 2015      284         279   

“Tranche S”

   August 2015      137         137   

Revolver borrowings

        

Dollar denominated

        20         35   

2012 Secured Credit Agreement

        

Dollar denominated term loan

   November 2015      171           

Second Priority Secured Notes

        

Dollar denominated floating rate notes

   December 2016      225         211   

Unsecured debt

        

Senior Notes

        

Dollar denominated floating rate notes

   September 2014      122         123   

Euro denominated floating rate notes

   September 2014      201         210   

9  7 / 8 % Dollar denominated notes

   September 2014      429         443   

9% Dollar denominated notes

   March 2016      250         250   

Senior Subordinated Notes

        

11  7 / 8 % Dollar denominated notes

   September 2016      247         247   

10  7 / 8 % Euro denominated notes

   September 2016      184         181   

Capital leases

        96         63   
     

 

 

    

 

 

 

Total debt

        3,430         3,407   

Less: current portion

        38         50   
     

 

 

    

 

 

 

Long-term debt

        3,392         3,357   
     

 

 

    

 

 

 

 

(1) The term loans maturing in August 2015 and November 2015 are subject to a reduction in maturity to May 2014 and August 2014, respectively, if the Company is unable to repay or refinance its senior notes due in September 2014 by May 2014.

Secured Debt

2012

On December 11, 2012, the Company amended and restated its existing Senior Secured Credit Agreement pursuant to the Fifth Amended and Restated Credit Agreement which, among other things, (i) added additional guarantees and collateral from subsidiaries previously excluded from the collateral and guarantee requirements under the Senior Secured Credit Agreement, (ii) amended intercompany transaction restrictions and (iii) increased

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

11.    Long-Term Debt (Continued)

 

the interest rate payable to lenders by 25 basis points. In addition, at a future date and upon an additional increase of 50 basis points in the interest rate payable to lenders under the Senior Secured Credit Agreement, the Fifth Amendment and Restated Agreement (i) permits the Company to issue additional junior secured debt; (ii) amends the change of control definition to permit holders of the Company’s Senior Notes, Senior Subordinated Notes and Second Priority Secured Notes, and holders of term loans issued by the Company’s direct parent holding company, Travelport Holdings Limited to acquire voting stock of Travelport Limited or any of its direct or indirect parents without triggering an event of default under the First Lien Credit Agreement and (iii) amends certain existing covenants. The amendments to the covenants include, but are not limited to: (a) a decrease in the minimum liquidity covenant to $45 million starting on September 30, 2013, (b) a delay in step-downs in the total leverage ratio covenant by four quarters commencing with the quarter ending September 30, 2013, (c) an increase in the general basket for investments to $35 million, and (d) permits the Company to refinance the Second Priority Secured Notes which carry payment-in-kind interest with new junior secured indebtedness that pays cash interest.

The Company accounted for the amendment and restatement as a modification of debt.

As a result of the Fifth Amended and Restated Credit Agreement, (i) the interest rates on the Company’s euro and dollar denominated term loans due August 2015 increased from EURIBOR plus 4.5% and USLIBOR plus 4.5%, respectively to EURIBOR plus 4.75% and US LIBOR plus 4.75% respectively, (ii) the interest rates on the dollar denominated “Tranche S” term loans increased from USLIBOR plus 4.5% to USLIBOR plus 4.75%.

On May 8, 2012, the Company entered into a credit agreement (the “2012 Secured Credit Agreement”) which (i) allowed for $175 million of new term loans issued at a discount of 3%, secured on a junior priority basis to the term loans under the Senior Secured Credit Agreement and on a senior priority basis to the Second Priority Secured Notes; (ii) carries interest at USLIBOR plus 9.5% with a minimum USLIBOR floor of 1.5%, payable quarterly; and (iii) added a senior secured leverage ratio test, initially set at 4.95 until December 31, 2012.

Proceeds from the term loans under 2012 Secured Credit Agreement were used to repay in full $41 million of euro denominated terms loans due August 2013, $121 million of dollar denominated term loans due August 2013 and $3 million of dollar denominated term loans due August 2015.

Foreign exchange fluctuations resulted in a $6 million increase in the principal amount of secured euro denominated long term loans during the year ended December 31, 2012.

During the year ended December 31, 2012, $14 million of interest was capitalized into the Second Priority Secured Notes.

As of December 31, 2011, the Company had capacity to borrow $181 million under the revolving credit facility of the Senior Secured Credit Agreement. On May 8, 2012, the Company entered into a revolving credit loan modification agreement relating to the Senior Secured Credit Agreement that, among other things, extended the maturity date of $61 million of the revolving loans under the Senior Secured Credit Agreement to May 24, 2015. In August 2012, the Company entered into a separate agreement relating to $62 million of revolving credit facility loan set to expire in August 2012 that assigned the commitments to a Travelport subsidiary and extended the maturity date to August 2013. The remaining $57 million of capacity under the revolving credit facility remains unchanged and is due to expire in August 2013.

During the year ended December 31, 2012, the Company borrowed $80 million and repaid $95 million under the revolving credit facility. At December 31, 2012, the Company has outstanding borrowings to external lenders of $20 million under the revolving credit facility, with remaining external borrowing capacity of $98 million.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

11.    Long-Term Debt (Continued)

 

The interest rate on the revolving loans increased from LIBOR plus 4.5% to LIBOR plus 4.75% pursuant to Fifth Amended and Restated Credit Agreement. The commitment fee on the revolving loans remains at 300 basis point as at December 31, 2012.

The Company has a $133 million letter of credit facility which matures in August 2015 and which is collateralized by $137 million of restricted cash. The Company also has a $13 million synthetic letter of credit facility which matures in August 2013. As of December 31, 2012, the Company had approximately $118 million of commitments outstanding under its cash collateralized letter of credit facility and $11 million of commitments outstanding under its synthetic letter of credit facility. The commitments under these two facilities included approximately $72 million in letters of credit issued by the Company on behalf of Orbitz Worldwide, pursuant to the Company’s separation agreement with Orbitz Worldwide. As of December 31, 2012, the Company had $17 million of remaining capacity under its letter of credit facilities.

2011

On September 30, 2011, the Company amended its existing Senior Secured Credit Agreement pursuant to the Fourth Amended and Restated Credit Agreement. The Fourth Amended and Restated Credit Agreement, among other things: (i) allowed for new second lien term loans secured on a second priority basis as described further below; (ii) added a minimum liquidity covenant to be effective under certain conditions; (iii) increased the restricted payment capacity; (iv) limits the general basket for investments to $20 million; (v) provided for the payment of a consent fee to various lenders; (vi) requires the Company to purchase and retire up to $20 million of its Senior Notes under certain conditions for each of the next two years; and (vii) amended the Company’s total leverage ratio test, which is initially set at 8.0 until June 30, 2013, and added a first lien leverage ratio test, which is initially set at 4.0 until June 30, 2013.

On September 30, 2011, the Company entered into a second lien credit agreement (the “Second Lien Credit Agreement”) which (i) allowed for new term loans in an aggregate principal amount of $342.5 million; (ii) has a maturity date of December 1, 2016; (iii) carries an interest rate equal to LIBOR plus 6%, payable in cash (only when permitted by the terms of the Senior Secured Credit Agreement) or payment-in-kind interest on a cumulative quarterly basis; (iv) is guaranteed, on a secured second priority basis, by the same entities that guarantee the obligations under the Senior Secured Credit Agreement; (v) has substantially the same covenants and events of default as under the Senior Secured Credit Agreement, with certain exceptions; and (vi) may, under certain conditions, be converted into newly issued private-for-life bonds (the “Second Priority Secured Notes”) to be governed by an indenture that contains substantially the same terms, guarantees, covenants, events of default and remedies as the Second Lien Credit Agreement (the “Bond Conversion”).

On September 30, 2011, the Company issued and distributed $207.5 million of term loans under the Second Lien Credit Agreement to Travelport Holdings Limited. On October 3, 2011, Travelport Holdings Limited exchanged these second lien term loans as consideration to purchase $207.6 million of its unsecured payment-in-kind (“PIK”) term loans at par.

On November 30, 2011, the Company completed the Bond Conversion and the Second Lien Credit Agreement terminated. During 2011, $3 million of interest was capitalized into the Second Priority Secured Notes.

In May 2011, proceeds from the sale of the GTA business, together with existing cash, were used to make a $655 million early repayment of term loans outstanding under the Senior Secured Credit Agreement, consisting of $19 million of euro denominated term loans due August 2013, $135 million of euro denominated term loans due August 2015, $51 million of dollar denominated term loans due August 2013 and $450 million of dollar denominated term loans due August 2015. Due to these early repayments, the Company was no longer required to repay quarterly installments equal to 1% per annum of the original funded principal amount.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

11.    Long-Term Debt (Continued)

 

During the year ended December 31, 2011, the Company repaid approximately $3 million of dollar denominated debt under its Senior Secured Credit Agreement. Additionally, during 2011 the principal amount outstanding under the euro denominated term loan facility increased by approximately $4 million as a result of foreign exchange fluctuations. This increase was fully offset by movements in foreign exchange hedge instruments contracted by the Company.

In December 2011, the Company borrowed $35 million under its revolving credit facility, which was repaid in January 2012.

Unsecured Debt

The Company’s Senior Notes are unsecured senior obligations of the Company and are subordinated to all existing and future secured indebtedness of the Company but will be senior in right of payment to any existing and future subordinated indebtedness. The Company’s dollar denominated floating rate Senior Notes bear interest at a rate equal to USLIBOR plus 4  5 / 8 %. The Company’s euro denominated floating rate Senior Notes bear interest at a rate equal to EURIBOR plus 4  5 / 8 %.

The Company’s Senior Subordinated Notes are unsecured senior subordinated obligations of the Company and are subordinated in right of payment to all existing and future senior indebtedness and secured indebtedness of the Company.

2012

During the year ended December 31, 2012, the Company repurchased $14 million of 9  7 / 8 % dollar denominated Senior Notes, $11 million of euro denominated floating rate Senior Notes and $1 million of dollar denominated floating rate Senior Notes for $20 million of cash, resulting in a gain of $6 million.

Foreign exchange fluctuations resulted in a $5 million increase in the principal amount of unsecured euro denominated long term debt during the year ended December 31, 2012.

2011

During 2011, the principal amount of euro denominated notes decreased by approximately $13 million as a result of foreign exchange fluctuations. This foreign exchange gain was largely offset through foreign exchange hedge instruments contracted by the Company.

Capital Leases

During 2012, the Company repaid $16 million under its capital lease obligations, terminated $14 million of capital leases and entered into $63 million of new capital leases for information technology assets. During 2011, the Company repaid $14 million under its capital lease obligations and entered into $28 million of capital leases.

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

11.    Long-Term Debt (Continued)

 

Debt Maturities

Aggregate maturities of debt as of December 31, 2012 are as follows:

 

(in $ millions)       

2013

     38   

2014

     772   

2015 (1)

     1,672   

2016

     920   

2017

     15   

Thereafter

     13   
  

 

 

 
     3,430   
  

 

 

 

 

(1) Of the $1,672 million debt maturing in the year ending December 31, 2015, $1,485 million is subject to a reduction in maturity to May 2014 and $171 million is subject to a reduction in maturity to August 2014, under certain circumstances.

Debt Finance Costs

Debt issuance costs are capitalized within other non-current assets on the consolidated balance sheets and amortized over the term of the related debt into earnings as part of interest expense in the consolidated statements of operations. The movement in deferred financing costs is summarized below:

 

(in $ millions)    Year Ended
December 31,
2012
    Year Ended
December 31,
2011
    Year Ended
December 31,
2010
 

Balance as of January, 1 2012

     98        37        42   

Capitalization of debt finance costs

     13        84        12   

Amortization

     (37     (23     (17
  

 

 

   

 

 

   

 

 

 

Balance as of December, 31 2012

     74        98        37   
  

 

 

   

 

 

   

 

 

 

Amortization of debt finance costs during 2012 includes $5 million of debt finance costs written off due to early repayment of term loans in May 2012.

In December 2012, the Company also incurred $7 million of debt finance costs which were recorded directly in the consolidated statement of operations in connection with Fifth Amended and Restated Credit Agreement.

In September 2011, the Company incurred $16 million of debt finance costs which were recorded directly in the consolidated statement of operations in connection with the credit agreement amendments and the second lien debt.

During 2010, the Company paid $8 million of financing costs which were recorded directly in the consolidated statement of operations in connection with an amendment to the Company’s Senior Secured Credit Agreement.

Debt Covenants and Guarantees

The Company’s Senior Secured Credit Agreement, 2012 Secured Credit Agreement and the Indentures contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness or issue preferred stock; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans or advances; repay subordinated indebtedness (including the

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

11.    Long-Term Debt (Continued)

 

Company’s Senior Subordinated Notes); make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the Company’s subordinated indebtedness (including the Company’s Senior Subordinated Notes); change the Company’s lines of business; and change the status of the Company as a passive holding company.

In addition, under the Senior Secured Credit Agreement, the Company is required to operate within a maximum total leverage ratio and a first lien leverage ratio and to maintain a minimum cash balance at the end of every fiscal quarter. Under the 2012 Secured Credit Agreement, the Company is required to operate within a maximum senior secured leverage ratio at the end of every fiscal quarter. The Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and Indentures also contain certain customary affirmative covenants and events of default. As of December 31, 2012, the Company was in compliance with all restrictive and financial covenants related to its long-term debt.

12.    Financial Instruments

The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes.

As of December 31, 2012, the Company had a net asset position of $11 million related to derivative instruments associated with its euro denominated and floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries

Interest Rate Risk

A portion of the Company’s long-term debt is exposed to interest rate fluctuations. From time to time, the Company uses interest rate swap contracts, which are derivative instruments, to economically hedge the exposure to fluctuations in the interest rate risk by creating an appropriate mix of fixed and floating rate debt. These derivative instruments are not designated as hedging instruments and changes in the fair value of these derivatives are recorded in consolidated statement of operations when they occur. The primary interest rate exposure as of December 31, 2012 was to interest rate fluctuations in the United States and Europe, specifically the impact of USLIBOR and EURIBOR interest rates on variable rate borrowings. During the year ended December 31, 2012, the Company used interest rate swaps as the derivative financial instruments in these hedging strategies. In previous periods, the Company has also used cross currency swaps as the derivative financial instruments in these hedging strategies. The Company does not designate these interest rate and cross currency swaps as accounting hedges; therefore, the fluctuations in the value of these contracts are recorded within the Company’s consolidated statements of operations, which largely offset the impact of the changes in the value of the underlying risk they are intended to economically hedge.

Foreign Currency Risk

The Company uses foreign currency derivative contracts, including forward contracts and currency options, to manage its exposure to changes in foreign currency exchange rates associated with its euro denominated debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries (primarily to manage its foreign currency exposure to British pound, Euro and Australian dollar). The Company does not designate these foreign currency derivative contracts as accounting hedges; therefore, the fluctuations in the value of these foreign currency derivative contracts are recorded within the Company’s consolidated statements of operations, which partially offset the impact of the changes in the value of the euro denominated debt, foreign currency denominated receivables and payables and forecasted earnings they are intended to economically hedge. During the year ended December 31, 2010, certain contracts were designated as hedges for accounting purposes.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

12.    Financial Instruments (Continued)

 

Credit Risk and Exposure

The Company is exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral where financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. As of December 31, 2012, there were no significant concentrations of counterparty credit risk with any individual counterparty or group of counterparties for derivative contracts.

Fair Value Disclosures for Derivative Instruments

The Company’s financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy and were all are categorized as Level 3—Significant Unobservable Inputs as of December 31, 2012 and December 31, 2011. See Note 2—Summary of Significant Accounting Policies, for a discussion of the Company’s policies regarding this hierarchy.

The fair value of interest rate and cross currency swap derivative instruments is determined using pricing models based on discounted cash flows that use inputs from actively quoted markets for similar instruments. The fair value of foreign currency forward contracts is determined by comparing the contract rate to a published forward price of the underlying currency, which is based on market rates for comparable transactions. The fair value of foreign currency option contracts is based on valuations provided by the financial institutions based on market observable data. These fair values are then adjusted for the Company’s own credit risk or counterparty credit risk, as appropriate. This adjustment is calculated based on the default probability of the banking counterparty or the Company and is obtained from active credit default swap markets.

The Company reviews the fair value hierarchy classification for financial assets and liabilities at the end of each quarter. Changes in significant unobservable valuation inputs may trigger reclassification of financial assets and liabilities between fair value hierarchy levels. As of December 31, 2012, credit risk fair value adjustments constituted less than 15% of the unadjusted fair value of derivative instruments. In instances where Credit Valuation Agreement (CVA) comprises 15% or more of the unadjusted fair value of the derivative instrument for two consecutive quarters the Company’s policy is to categorize the derivative as Level 3 of the fair value hierarchy. Transfers into and out of Level 3 of the fair value hierarchy are recognized at the end of each quarter when such categorization takes place.

Presented below is a summary of the fair value of the Company’s derivative contracts, none of which have been designated as hedging instruments, recorded on the consolidated balance sheets at fair value.

 

         Fair Value Asset
(Liability)
          Fair Value Asset
(Liability)
 
(in $ millions)  

Balance Sheet

Location

   December 31,

2012

     December 31,

2011

    

Balance Sheet

Location

   December 31,

2012

    December 31,

2011

 

Interest rate swaps

  Other current assets                    Accrued expenses and other current liabilities      (3     (4

Interest rate swaps

                     Other non-current liabilities             (2

Foreign currency contracts

  Other current assets      10         2       Accrued expenses and other current liabilities      (1     (33

Foreign currency contracts

  Other non-current assets      5               Other non-current liabilities               
    

 

 

    

 

 

       

 

 

   

 

 

 

Total fair value of derivative assets (liabilities)

                         15                           2                              (4                       (39
    

 

 

    

 

 

       

 

 

   

 

 

 

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

12.    Financial Instruments (Continued)

 

As of December 31, 2012, the Company had an aggregate outstanding notional $250 million of interest rate swaps, $210 million of foreign currency option contracts, and $439 million of foreign currency forward contracts. All derivative contracts cover transactions for periods that do not exceed two years.

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the year ended December 31, 2012.

 

(in $ millions)       

Net derivative liability as of January 1, 2012

     (37

Total losses for the period included in net loss

     (4

Net payment on settlement of foreign currency derivative contracts

     42   

Settlement of interest rate derivative contracts

     3   

Termination of foreign currency derivative contracts (settlement pending)

     7   
  

 

 

 

Net derivative asset as of December 31, 2012

     11   
  

 

 

 

The Company paid $51 million and received $9 million in cash on settlement of foreign currency derivative contracts during the year ended December 31, 2012. The Company received $34 million in cash on settlement of foreign currency derivative contracts during the year ended December 31, 2011. The Company paid $77 million and received $16 million in cash on settlement of foreign currency derivative contracts during the year ended December 31, 2010.

The significant unobservable inputs used to fair value the Company’s derivative financial instruments have a probability of default of approximately 12%, and a recovery rate of 20% has been applied to the Company’s credit default swap adjustments. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of December 31, 2012.

The table below presents the impact that changes in fair values of derivatives designated as hedges had on accumulated other comprehensive income (loss) and income (loss) during the year and the impact derivatives not designated as hedges had on income (loss) during that year.

 

       Amount of Gain (Loss)
Recognized
in Other
Comprehensive
Income (Loss)
         Amount of Gain (Loss)
Recorded

into Income (Loss)
 
     Year Ended
December 31,
   

Location of Gain (Loss)
Recorded in Income (Loss)

   Year Ended
December 31,
 
(in $ millions)    2012      2011      2010        2012     2011     2010  

Derivatives designated as hedging instruments:

                 

Interest rate swaps

                     (4   Interest expense, net             (9     (10

Foreign exchange impact of cross currency swaps

                     (15   Selling, general and administrative                    (15

Foreign currency contracts

                     (9   Selling, general and administrative                    (12

Derivatives not designated as hedging instruments:

                 

Interest rate swaps

           Interest expense, net      (4     (4     (22

Foreign exchange impact of cross currency swaps

           Selling, general and administrative             14          

Foreign currency contracts

           Selling, general and administrative             (16     (50
             

 

 

   

 

 

   

 

 

 
                    (4       (15       (109
             

 

 

   

 

 

   

 

 

 

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

12.    Financial Instruments (Continued)

 

The table above includes (i) unrealized gains on interest rate swaps held as of December 31, 2012, amounting to $1 million for the year ended December 31, 2012, and (ii) unrealized loss on foreign currency contracts of $3 million for the year ended December 31, 2012.

During 2010, the Company de-designated as hedges certain of its derivative contracts. The total loss in relation to these contracts of $9 million as of December 31, 2010 and included within accumulated other comprehensive income (loss) was recorded in income (loss) in the Company’s consolidated statement of operations over the year through December 31, 2011, in line with the hedged transactions affecting earnings. The total amount of loss recorded on these contracts in the consolidated statements of operations during the years ended December 31, 2012, 2011 and 2010 was nil, $9 million and $10 million, respectively.

Fair Value Disclosures for All Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.

The fair values of the Company’s other financial instruments are as follows:

 

     December 31, 2012     December 31, 2011  
(in $ millions)    Carrying
Amount
    Fair Value     Carrying
Amount
    Fair Value  

Asset (liability)

        

Investment in Orbitz Worldwide

            133        77        184   

Derivative assets (see above)

     15        15        2        2   

Derivative liabilities (see above)

     (4     (4     (39     (39

Total debt

             (3,430             (2,899             (3,407             (2,353

The fair value of the Company’s investment in Orbitz Worldwide, which is categorized within Level 1 of the fair value hierarchy, has been determined based on quoted prices in active markets.

The fair value of the Company’s total debt, which is categorized within Level 2 of the fair value hierarchy, has been determined using significant inputs which were observable either directly or indirectly.

13.    Other Non-Current Liabilities

Other non-current liabilities consisted of:

 

(in $ millions)    December 31,
2012
     December 31,
2011
 

Pension and post-retirement benefit liabilities

     176         188   

Income tax payable

     23         26   

Derivative liabilities

             2   

Other

     75         63   
  

 

 

    

 

 

 
                 274                     279   
  

 

 

    

 

 

 

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

14.    Employee Benefit Plans

Defined Contribution Savings Plan

The Company sponsors a US defined contribution savings plan that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan were approximately $10 million, $10 million and $13 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Defined Benefit Pension and Other Post-Retirement Benefit Plans

The Company sponsors domestic non-contributory defined benefit pension plans, which cover certain eligible employees. The majority of the employees participating in these plans are no longer accruing benefits. Additionally, the Company sponsors contributory defined benefit pension plans in certain foreign subsidiaries with participation in the plans at the employee’s option. Under both the US domestic and foreign plans, benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. As of December 31, 2012 and 2011, the aggregate accumulated benefit obligations of these plans were $663 million and $614 million, respectively.

The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, plus such additional amounts the Company determines to be appropriate. The Company also maintains other post-retirement health and welfare benefit plans for eligible employees of certain domestic subsidiaries.

The Company sponsors several defined benefit pension plans for certain employees located outside the United States. The aggregate benefit obligation for these plans was $76 million and $63 million as of December 31, 2012 and 2011, respectively, and the aggregate fair value of plan assets was $79 million and $70 million as of December 31, 2012 and 2011, respectively.

The Company uses a December 31 measurement date for its defined benefit pension and other post-retirement benefit plans. For such plans, the following tables provide a statement of funded status as of December 31, 2012 and 2011, and summaries of the changes in the benefit obligation and fair value of assets for the years then ended:

 

       Defined Benefit Pension Plans    
(in $ millions)    Year Ended
December  31,
2012
    Year Ended
December  31,
2011
 

Benefit obligation, beginning of year

     614        516   

Interest cost

     25        27   

Actuarial loss

     44        94   

Benefits paid

     (24     (23

Currency translation adjustment and other

     4          
  

 

 

   

 

 

 

Benefit obligation, end of year

     663        614   
  

 

 

   

 

 

 

Fair value of plan assets, beginning of year

     440        424   

Return on plan assets

     51        23   

Employer contribution

     26        16   

Benefits paid

     (24     (23

Currency translation adjustment and other

     4          
  

 

 

   

 

 

 

Fair value of plan assets, end of year

     497        440   
  

 

 

   

 

 

 

Funded status

                     (166                     (174
  

 

 

   

 

 

 

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

14.    Employee Benefit Plans (Continued)

 

The amount included in accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic benefit expense relating to unrecognized actuarial losses was $184 million and $174 million as of December 31, 2012 and 2011, respectively.

 

     Post-Retirement Benefit Plans  
(in $ millions)    Year Ended
December  31,
2012
    Year Ended
December  31,
2011
 
    

Benefit obligation, beginning of year

     9        12   

Interest cost

            1   

Actuarial gains

            (3

Benefits paid

     (1     (1
  

 

 

   

 

 

 

Benefit obligation, end of year

     8        9   
  

 

 

   

 

 

 

Fair value of plan assets, beginning of year

              

Employer contribution

     1        1   

Benefits paid

     (1     (1
  

 

 

   

 

 

 

Fair value of plan assets, end of year

              
  

 

 

   

 

 

 

Funded status

     (8     (9
  

 

 

   

 

 

 

The amount included in accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic post-retirement benefit expense relating to unrecognized actuarial gains was $2 million and $6 million as of December 31, 2012 and 2011, respectively.

The following table provides the components of net periodic benefit cost for the respective years:

 

     Defined Benefit Pension Plans  
(in $ millions)    Year Ended
December  31,

2012
    Year Ended
December  31,
2011
    Year Ended
December  31,

2010
 
      

Interest cost

     25        27        27   

Expected return on plan assets

     (31     (31     (28

Recognized net actuarial loss

     13        5        2   
  

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

     7        1        1   
  

 

 

   

 

 

   

 

 

 

 

     Post-Retirement Benefit Plans  
(in $ millions)    Year Ended
December  31,
2012
    Year Ended
December  31,
2011
    Year Ended
December  31,
2010
 
      

Interest cost

            1        1   

Amortization of prior service cost

            (4     (6

Recognized net actuarial gain

     (4     (1     (1
  

 

 

   

 

 

   

 

 

 

Net periodic benefit gain

     (4     (4     (6
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

14.    Employee Benefit Plans (Continued)

 

The Company has utilized the following weighted average assumptions to measure the benefit obligation for the defined benefit pension plans and post-retirement benefit plans as of December 31, 2012 and 2011:

 

     December 31,
2012
    December 31,
2011
 
    

Defined Benefit Pension Plans

    

Discount rate

     3.6     4.2

Expected long-term return on plan assets

     7.2     7.2

Post-Retirement Benefit Plans

    

Discount rate

     3.8     4.1

The weighted average expected long-term return on plan assets is based on a number of factors including historic plan asset returns over varying long-term periods, long-term capital markets forecasts, expected asset allocations, risk premiums for respective asset classes, expected inflation and other factors. The Company’s post-retirement benefit plans use an assumed health care cost trend rate of approximately 9% for 2012 reduced over eight years until a rate of 5% is achieved. The effect of a one-percentage point change in the assumed health care cost trend would not have a material impact on the net periodic benefit costs or the accumulated benefit obligations of the Company’s health and welfare plans. The Company seeks to produce a return on investment for the plans which is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market conditions. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the assistance of independent diversified professional investment management organizations. The assets and investment strategy of the Company’s UK based defined plans are managed by an independent custodian. The Company’s investment strategy for its US defined benefit plan is to achieve a return sufficient to meet the expected near-term retirement benefits payable under the plan when considered along with the minimum funding requirements. The target allocation of plan assets is 40% in equity securities, 55% in fixed income securities and 5% to all other types of investments.

The fair values of the Company’s pension plan assets by asset category as of December 31, 2012 are as follows:

 

             Pension Plan Assets           
($ in millions)    Level 1      Level 2      Total  
        

Common & commingled trust funds

             438         438   

Mutual funds

     47                 47   

Money market funds

             12         12   
  

 

 

    

 

 

    

 

 

 

Total

     47         450         497   
  

 

 

    

 

 

    

 

 

 

The fair values of the Company’s pension plan assets by asset category as of December 31, 2011 are as follows:

 

     Pension Plan Assets  
($ in millions)    Level 1      Level 2      Total  
        

Common & commingled trust funds

             399         399   

Mutual funds

     31                 31   

Money market funds

             10         10   
  

 

 

    

 

 

    

 

 

 

Total

     31         409         440   
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

14.    Employee Benefit Plans (Continued)

 

The Company’s contributions to its defined benefit pension and post-retirement benefit plans are estimated to aggregate $1 million in 2013 as compared to $27 million in 2012. The reduction in estimated contributions is as a result of a change in US pension funding regulations.

The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows:

 

(in $ millions)    Defined Benefit
Pension Plans
     Post-Retirement
Benefit Plans
 
     

2013

     28         1   

2014

     30         1   

2015

     32         1   

2016

     35           

2017

     37           

Five years thereafter

     275         1   
  

 

 

    

 

 

 
     437         4   
  

 

 

    

 

 

 

15.    Commitments and Contingencies

Commitments

Leases

The Company is committed to making rental payments under non-cancellable operating leases covering various facilities and equipment. Future minimum lease payments required under non-cancellable operating leases as of December 31, 2012 are as follows:

 

(in $ millions)       

2013

     13   

2014

     11   

2015

     8   

2016

     7   

2017

     5   

Thereafter

     25   
  

 

 

 
     69   
  

 

 

 

During the years ended December 31, 2012, 2011 and 2010, the Company incurred total rental expenses of $18 million, $19 million and $19 million, respectively, principally related to leases of office facilities.

Commitments under capital leases amounted to $96 million as of December 31, 2012, primarily related to information technology equipment.

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of December 31, 2012, the Company had approximately $146 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $47 million relates to the twelve months ending December 31, 2013. These purchase obligations extend through 2016.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

15.    Commitments and Contingencies (Continued)

 

Other Commitments

As part of a restructuring (the “Restructuring”) of the Company’s direct parent holding company, Travelport Holdings Limited (“Holdings”), senior unsecured payment-in-kind (“PIK”) term loans, the Company intends to invest $135 million of Second Priority Secured Notes, plus accrued interest, into an unrestricted subsidiary, subject to a favorable declaratory judgment ruling. The unrestricted subsidiary will then deliver these Second Priority Secured Notes, plus accrued interest, in satisfaction of the existing $135 million of Holdings’ senior unsecured PIK term loans.

Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on the Company’s results of operations or cash flows in a particular reporting period.

On April 12, 2011, American Airlines filed a suit against Travelport and Orbitz Worldwide in the United States District Court for the Northern District of Texas. On November 21, 2011, the Court dismissed all but one claim against the Company, but American Airlines amended its complaint again on December 5, 2011, asserting three new claims and reasserting one previously dismissed claim against the Company. On February 28, 2012, the Court granted American Airlines leave to reassert a more limited version of one additional claim that was previously dismissed. Travelport again moved to dismiss American Airlines’ new and reasserted claims, but on August 7, 2012, the Court ruled that American Airlines could proceed with its claims. American Airlines is alleging violations of US federal antitrust laws based on the ways in which the Company operates its GDS and the terms of its contracts with suppliers and subscribers, including Orbitz Worldwide. American Airlines also alleges that Travelport conspired with other GDSs and travel agencies to exclude American Airlines’ Direct Connect from competition for travel agencies. The suit seeks injunctive relief and damages. Although the Company believes American Airlines will allege damages that would be material to the Company if there was an adverse ruling, the Company believes American Airlines’ claims are without merit, and the Company intends to defend the claims vigorously. While no assurance can be provided, Travelport does not believe the outcome of this dispute will have a material adverse effect on the Company’s results of operations or liquidity condition. On December 22, 2011, Travelport filed counterclaims against American Airlines, alleging violations of US federal antitrust laws based on actions American Airlines has taken against the Company and other industry participants. On August 16, 2012, the Court dismissed Travelport’s counterclaims on standing grounds. On September 6, 2012, the Court stayed the case until December 21, 2012 to allow for mediation. The mediation was held on December 12-13, 2012. The parties continue to negotiate to resolve their dispute and to settle the case. The stay of the case was lifted on January 15, 2013 and discovery is proceeding.

In September 2011, the Company received letters from Dewey & LeBoeuf LLP as counsel to certain holders of its outstanding Senior and Senior Subordinated Notes (the “Notes”) making certain assertions alleging potential events of default under the Indentures relating to the Restructuring. The Company disagrees with the assertions in the letters and the Company believes it is in full compliance with the provisions of the Indentures for the Notes. On October 28, 2011, pursuant to the terms of the Restructuring, the Company filed a complaint for declaratory judgment against The Bank of Nova Scotia Trust Company of New York, as initial trustee under

 

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Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

15.    Commitments and Contingencies (Continued)

 

the Indentures governing its outstanding Senior Notes, in the United States District Court for the Southern District of New York (the “Court”), and the Company filed an amended complaint on November 3, 2011. In this declaratory judgment action, the Company is seeking a ruling from the Court that the investment of $135 million in an unrestricted subsidiary is permissible under the terms of the Indentures and is, therefore, not an event of default under the Indentures as alleged in the letters referenced above. In the event the Company does not receive a declaratory judgment ruling that the investment in the unrestricted subsidiary is permitted, the investment will not be made. On February 24, 2012, Computershare Trust Company, N.A. (the successor trustee under the Indentures governing such Notes) filed an answer and counterclaim in response to the Company’s amended complaint.

The answer adds Travelport Holdings Limited as a party and seeks a ruling from the Court that the investment of $135 million described above would violate the terms of the Indentures and would constitute an event of default under the Indentures if it was made. Further, the counterclaim seeks (i) to receive a determination as to the occurrence of certain alleged fraudulent conveyances in the context of the Restructuring and to recover assets alleged to be fraudulently conveyed by Travelport LLC to the Company, and by the Company to, or for the benefit of, Travelport Holdings Limited, (ii) to annul and set aside obligations alleged to be fraudulently incurred by Travelport LLC, and (iii) to obtain a judicial determination that Travelport LLC has violated its contractual obligations to debt holders. On April 18, 2012, the Trustee filed an amended answer and counterclaims. On February 13, 2013, the Court issued a 90-day stay of the litigation. The Company believes these claims are without merit although no assurance can be given due to the uncertainty inherent in litigation.

Standard Guarantees/Indemnification

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

16.    Equity

Description of Capital Stock

The Company has authorized share capital of $12,000 and has issued 12,000 shares, with a par value of $1 per share. The share capital of the Company is divided into shares of a single class the holders of which, subject to the provisions of the bye-laws, are (i) entitled to one vote per share, (ii) entitled to such dividends as the Board

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

16.    Equity (Continued)

 

may from time to time declare, (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitled to the surplus assets of the Company, and (iv) generally entitled to enjoy all of the rights attaching to shares.

The Board may, subject to the bye-laws and in accordance with Bermudan legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such dividend may be paid in cash and/or in kind. No unpaid dividend bears interest. The Board may elect any date as the record date for determining the shareholders entitled to receive any dividend.

The Board may declare and make such other distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution bears interest.

Shareholders’ Agreement

In connection with the Restructuring, on October 3, 2011, the Company and its direct and indirect parent companies entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with the PIK term loan lenders (the “New Shareholders”). Pursuant to the Shareholders’ Agreement, as partial consideration for the Restructuring, the New Shareholders received, among other things, their pro rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide Limited (“Worldwide”), the direct parent of Holdings.

Subject to certain conditions, additional equity securities may be issued to the New Shareholders, which would bring the total equity held by the New Shareholders to 44% of Worldwide.

The Shareholders’ Agreement, among other things: (i) allows the New Shareholders to appoint two directors to the Company’s board of directors, as well as the boards of directors of Holdings and Worldwide, subject to certain conditions; (ii) restricts the Company’s ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend the Company’s organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Worldwide to obtain additional information about the Company and certain of its parent companies.

Distributions to Parent

On September 30, 2011, the Company made a distribution to Holdings of $297 million, comprising $89 million of cash and $208 million of second lien term loans, which were converted to Second Priority Secured Notes during the year ended December 31, 2012.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

16.    Equity (Continued)

 

Accumulated Other Comprehensive Income (Loss)

Other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss), but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. Accumulated other comprehensive income (loss), net of tax, consisted of:

 

(in $ millions)   Currency
Translation
Adjustments
    Unrealized
Gain (Loss) on
Available for
Sale Securities
    Unrealized
Gain (Loss)
on Cash Flow
Hedges
    Unrecognized
Actuarial

Gain  (Loss)
on Defined
Benefit Plans
    Unrealized
Gain (Loss)
on Equity
Investments
    Accumulated
Other
Comprehensive
Income (Loss)
 

Balance as of January 1, 2010

    108        2        (18     (47     (15     30   

Activity during period, net of tax of $0

    (35            9        (22     9        (39
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2010

    73        2        (9     (69     (6     (9

Activity during period, net of tax of $(2)

    (81            9        (101     6        (167
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2011

    (8     2               (170            (176

Activity during period, net of tax of $1

    3                      (13     (3     (13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2012

    (5     2               (183     (3     (189
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

17.    Equity-Based Compensation

Travelport Equity-Based Long-Term Incentive Program

Partnership Restricted Equity Units – Class A-2

TDS Investor (Cayman) L.P., the partnership that indirectly owns a majority shareholding in the Company (the “Partnership”), has an equity-based, long-term incentive program for the purpose of retaining certain key employees. Under several plans within this program, key employees have been granted restricted equity units and profit interests in the Partnership. The board of directors of the Partnership has approved the grant of up to approximately 120 million restricted equity units for this incentive plan. The grant date fair value of each award under a plan within the program is based on a valuation of the total equity of the Partnership at the time of each grant of an award.

As of December 31, 2012, there are 8.4 million restricted equity units authorized for grant under the 2009 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through March 31, 2013 and 2.4 million restricted equity units authorized for grant under the 2010 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through August 1, 2014. The level of award vesting each year is dependent upon continued service and performance measures of the business as established by the board of directors of the Partnership.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

17.    Equity-Based Compensation (Continued)

 

Worldwide Equity Plan

In December 2011, Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company, introduced a new equity-based long-term incentive program (the “Worldwide Equity Plan”). The grant date fair value of each award under the Worldwide Equity Plan is based on a valuation of the total equity of Worldwide at the time of each grant of an award.

The activity of all the Company’s equity award programs is presented below:

 

    Partnership     Worldwide  
    Restricted Equity Units
(Class A-2)
    Shares     Restricted Share Units  
    Number
of Shares
    Weighted
Average

Grant  Date
Fair Value
    Number
of Shares
    Weighted
Average

Grant  Date
Fair Value
    Number
of Shares
    Weighted
Average

Grant  Date
Fair Value
 

Balance as of January 1, 2010

    90.0      $ 2.32                               

Granted at fair market value  (1)

    11.0      $ 1.12                               

Forfeited

    (1.5   $ 1.26                               
 

 

 

     

 

 

     

 

 

   

Balance as of December 31, 2010

    99.5      $ 2.20                               

Granted at fair market value ( 2 )

    1.7      $ 0.47        2.6      $ 1.85        0.8      $ 1.85   

Net share settlement ( 3 )

    (2.2   $ 0.88        (0.7   $ 1.85                 

Forfeited

    (6.0   $ 1.12                               
 

 

 

     

 

 

     

 

 

   

Balance as of December 31, 2011

    93.0      $ 2.27        1.9      $ 1.85        0.8      $ 1.85   

Granted at fair market value ( 4 )

    11.2      $ 0.11                               

Vesting of restricted share units

                  0.2      $ 1.85        (0.2   $ 1.85   

Net share settlement ( 5 )

    (1.9   $ 0.11        (0.5   $ 1.85                 

Forfeited

    (0.1   $ 0.11                      (0.1   $ 1.85   
 

 

 

     

 

 

     

 

 

   

Balance as of December 31, 2012

    102.2      $ 2.08        1.6      $ 1.85        0.5      $ 1.85   
 

 

 

     

 

 

     

 

 

   

 

(1) Consists of (i) 8.4 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan with a fair value of $1.13 per unit, and (ii) 2.6 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan with a fair value of $1.10 per unit.

 

(2) Consists of: (i) accelerated vesting of 1.6 million restricted equity units under the 2009 Travelport Long Term Incentive Plan with a fair value of $0.47 per unit and 0.1 million restricted equity units under the 2010 Travelport Long Term Incentive Plan due to the sale of the GTA business in May 2011, and (ii) a grant of 2.6 million shares and 0.8 million restricted share units in Worldwide to key employees, the shares vested immediately on grant and the share units will vest on January 1, 2014 dependent upon continued service.

 

(3) The Company completed net share settlements for 2.2 million Partnership restricted equity units and 0.7 million shares in Worldwide in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

 

(4) Consists of (i) 8.6 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan, with immediate vesting, (ii) 2.5 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan, that vested on August 1, 2012, and (iii) 0.1 million restricted equity units under the 2011 Travelport Long-Term Incentive Plan, that vested on August 1, 2012.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

17.    Equity-Based Compensation (Continued)

 

(5) The Company completed net share settlements for 1.9 million Partnership restricted equity units and 0.5 million Worldwide shares in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes of £1 million, on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

Compensation expense for the year ended December 31, 2012 resulted in a credit to equity on the Company’s consolidated balance sheet of $2 million. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of December 31, 2012 will be approximately $0.5 million in the year ending December 31, 2013.

Compensation expense for the year ended December 31, 2011 resulted in a credit to equity on the Company’s consolidated balance sheet of $6 million, which was offset by a decrease of approximately $3 million due to net share settlements as the cash payment of the taxes was effectively a repurchase of previously granted restricted equity units and shares.

Compensation expense for the year ended December 31, 2010 resulted in a credit to equity on the Company’s consolidated balance sheet of $5 million, of which $1 million related to awards under the 2010 Travelport Long-Term Incentive Plan and $4 million related to awards under the 2009 Travelport Long-Term Incentive Plan.

18.    Segment Information

The US GAAP measures which management and the Chief Operating Decision Maker (the “CODM”) use to evaluate the performance of the Company are net revenue and EBITDA, which is defined as income (loss) from continuing operations before equity in earnings (losses) of investment in Orbitz Worldwide, interest expense, income taxes, depreciation and amortization, each of which is presented in the Company’s consolidated statements of operations.

Although not presented here, the CODM also evaluates performance based on Adjusted EBITDA, which is EBITDA adjusted to exclude the impact of purchase accounting, expenses incurred in conjunction with Travelport’s separation from Cendant, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with Travelport’s restructuring efforts, non-cash equity-based compensation, and other adjustments made to exclude expenses management and the CODM view as outside the normal course of operations.

Reportable segments are determined based on the financial information which is available and utilized on a regular basis by the Company’s management and CODM to assess financial performance and to allocate resources. After the sale of the GTA business during the year ended December 31, 2011, the Company now has one reportable segment.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

18.    Segment Information (Continued)

 

The Company maintains operations in the United States, United Kingdom and other international territories. The geographic segment information provided below is classified based on geographic location of the Company’s subsidiaries:

 

(in $ millions)    United
States
     United
Kingdom
     All Other
Countries
     Total  

Net Revenue

           

Year ended December 31, 2012

     795         155         1,052         2,002   

Year ended December 31, 2011

     873         152         1,010         2,035   

Year ended December 31, 2010

     855         141         1,000         1,996   

Long-Lived Assets (excluding financial instruments and deferred tax assets)

           

As of December 31, 2012

     1,774         27         864         2,665   

As of December 31, 2011

     1,749         37         1,077         2,863   

As of December 31, 2010

     1,878         61         1,042         2,981   

Net revenue by country is determined by the location code for the segment booking for transaction processing revenue and the domicile of the legal entity receiving the revenue for Airline IT Solutions revenue.

19.    Related Party Transactions

Transactions with Entities Related to Owners

Blackstone is the ultimate controlling shareholder in the Company. Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. The Company has entered into commercial transactions on an arms-length basis in the ordinary course of our business with these companies, including the sale and purchase of goods and services. For example, in 2012, the Company recorded revenue of approximately $23 million and $9 million in connection with GDS booking fees received from Hilton Hotels Corporation and Wyndham Hotel Group, respectively, Blackstone portfolio companies. Other than as described herein, none of these transactions or arrangements is of great enough value to be considered material.

During 2012 and 2011, the Company paid approximately $2 million and $8 million, respectively, to an affiliate of Blackstone for advisory and consulting services incurred in relation to refinancing transactions.

During 2010, the Company loaned approximately $9 million to its ultimate parent. The loan note accrued interest at 9.5% per annum. The principal, together with interest, was fully repaid in 2010.

In December 2007, the Company received a notice from Blackstone and TCV electing to receive, in lieu of annual monitoring fee payments, a lump sum advisory fee in consideration of the termination of the appointment of Blackstone and TCV to render services pursuant to the Transaction and Monitoring Fee Agreement as of the date of such notice. The Company recorded this fee as an expense in the Company’s consolidated statement of operations in 2007.

On May 8, 2008, the Company entered into a new Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV, pursuant to which Blackstone and TCV render monitoring, advisory and consulting services to the Company. In 2010, 2011 and 2012, the Company made payments of approximately $7 million, $5 million and $5 million, respectively, under the new Transaction and Monitoring Fee Agreement. Pursuant to the terms of the new agreement, the payments made in 2010 and 2011 were credited against the advisory fee previously accrued in 2007. Future payments for monitoring, advisory and consulting services under this agreement will also be credited against this accrued advisory fee. The payment made in 2009

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

19.    Related Party Transactions (Continued)

 

was a 2008 expense and was recorded within selling, general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2008, pursuant to the terms of the new agreement. As of December 31, 2010, 2011 and 2012, the outstanding advisory fee payable was $42 million, $37 million and $32 million, respectively.

Transactions with Orbitz Worldwide

During the years ended December 31, 2012, 2011 and 2010, the Company had transactions and balances with Orbitz Worldwide. These are presented in Note 5.

20.    Subsequent Events

On the date of this Annual Report on Form 10-K, the Company announced that it reached an agreement with certain of its Senior Note holders on comprehensive refinancing plans, including arrangements for the Company’s Senior Notes due in 2014 to extend the maturity date until 2016. The Company also entered into a new second lien secured credit agreement pursuant to which committed new second lien financing will be offered to its Senior Note holders. The Company also announced that its parent companies reached an agreement with lenders of Travelport Holdings Limited’s unsecured payment-in-kind term loans.

21.    Guarantor and Non-Guarantor Financial Statements

All obligations under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement, the Second Priority Secured Notes, the Senior Notes and the Senior Subordinated Notes are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of the Company’s existing and future domestic wholly-owned subsidiaries (the “guarantor subsidiaries”). The guarantees are full, unconditional, joint and several.

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the years ended December 31, 2012, 2011 and 2010, the consolidating condensed statements of comprehensive income for the years ended December 31, 2012, 2011 and 2010, consolidating condensed balance sheets as of December 31, 2012 and December 31, 2011, and the consolidating condensed statements of cash flows for the years ended December 31, 2012, 2011 and 2010 for: (a) Travelport Limited (“the Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, “the Intermediate Parent Guarantor”); (c) Travelport LLC and Travelport Inc. (from August 18, 2010) (together, “the Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent, Intermediate Parent Guarantor and Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis.

In addition, the Company’s secured debt issued under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries, the net revenue, assets and operating income of which are included in the non-guarantor subsidiaries.

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2012

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Net revenue

                         826        1,176               2,002   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

             

Cost of revenue

                         518        673               1,191   

Selling, general and administrative

    33               15        103        295               446   

Depreciation and amortization

                         167        60               227   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    33               15        788        1,028               1,864   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (33            (15     38        148               138   

Interest expense, net

                  (285     (5                   (290

Gain on early extinguishment of debt

                  6                             6   

Equity in (losses) earnings of subsidiaries

    (203     (267     31                      439          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide

    (236     (267     (263     33        148        439        (146

Provision for income taxes

                  (4     (2     (17            (23

Equity in losses of investment in Orbitz Worldwide

           (74                                 (74
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

    (236     (341     (267     31        131        439        (243

Gain from disposal of discontinued operations, net of tax

                                7               7   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

    (236     (341     (267     31        138        439        (236

Net income attributable to non-controlling interest in subsidiaries

                                                
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to the Company

    (236     (341     (267     31        138        439        (236
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31, 2012

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Net (loss) income

    (236     (341     (267     31        138        439        (236
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

             

Currency translation adjustment, net of tax

                                3               3   

Unrealized actuarial loss on defined benefit plans, net of tax

                         (8     (5            (13

Unrealized loss on equity investment, net of tax

           (3                                 (3

Equity in other comprehensive (loss) income of subsidiaries

    (13            (8                   21          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

    (13     (3     (8     (8     (2     21        (13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

    (249     (344     (275     23        136        460        (249

Comprehensive income attributable to non-controlling interest in subsidiaries

                                                
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to the Company

    (249     (344     (275     23        136        460        (249
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2011

 

in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Net revenue

                         897        1,138               2,035   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

             

Cost of revenue

                         550        661               1,211   

Selling, general and administrative

    13                      73        311               397   

Depreciation and amortization

                         168        59               227   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    13                      791        1,031               1,835   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (13                   106        107               200   

Interest expense, net

    (1            (281     (5                   (287

Equity in earnings (losses) of subsidiaries

    203        (208     95                      (90       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

    189        (208     (186     101        107        (90     (87

Provision for income taxes

           (1            (6     (22            (29

Equity in losses of investment in Orbitz Worldwide

           (18                                 (18
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

    189        (227     (186     95        85        (90     (134

Loss from discontinued operations, net of tax

                         (3     (3            (6

(Loss) gain from disposal of discontinued operations net of tax

    (14            (22     3        345               312   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

    175        (227     (208     95        427        (90     172   

Net loss attributable to non-controlling interest in subsidiaries

                                3               3   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to the Company

    175        (227     (208     95        430        (90     175   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31, 2011

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Net (loss) income

    175        (227     (208     95        427        (90     172   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

             

Currency translation adjustment, net of tax

                                (81            (81

Realization of loss on cash flow hedges

                  9                             9   

Unrealized actuarial loss on defined benefit plans, net of tax

                         (101                   (101

Unrealized gain on equity investment, net of tax

           6                                    6   

Equity in other comprehensive (loss) income of subsidiaries

    (164     9        (101                   256          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

    (164     15        (92     (101     (81     256        (167
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

    11        (212     (300     (6     346        166        5   

Comprehensive income attributable to non-controlling interest in subsidiaries

                                3               3   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to the Company

    11        (212     (300     (6     349        166        8   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-47


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2010

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Net revenue

                         889        1,107               1,996   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

             

Cost of revenue

                         528        591               1,119   

Selling, general and administrative

    9               5        94        285               393   

Depreciation and amortization

                         153        57               210   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    9               5        775        933               1,722   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (9            (5     114        174               274   

Interest expense, net

                  (267     (5                   (272

Gain on extinguishment of debt

                  2                             2   

Equity in (losses) earnings of subsidiaries

    (34     (178     92                      120          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

    (43     (178     (178     109        174        120        4   

Provision for income taxes

           (1            (18     (28            (47

Equity in losses of investment in Orbitz Worldwide

           (28                                 (28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations, net of tax

    (43     (207     (178     91        146        120        (71

Income from discontinued operations, net of tax

                         1        26               27   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

    (43     (207     (178     92        172        120        (44

Net loss attributable to non-controlling interest in subsidiaries

                                1               1   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to the Company

    (43     (207     (178     92        173        120        (43
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31, 2010

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Net (loss) income

    (43     (207     (178     92        172        120        (44
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

             

Currency translation adjustment, net of tax

                                (35            (35

Realization of loss on cash flow hedges

                  9                             9   

Unrealized actuarial loss on defined benefit plans, net of tax

                         (22                   (22

Unrealized gain on equity investment, net of tax

           9                                    9   

Equity in other comprehensive (loss) income of subsidiaries

    (38     9        (22                   51          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

    (38     18        (13     (22     (35     51        (39
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

    (81     (189     (191     70        137        171        (83

Comprehensive income attributable to non-controlling interest in subsidiaries

                                1               1   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to the Company

    (81     (189     (191     70        138        171        (82
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-48


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2012

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Assets

             

Current assets:

             

Cash and cash equivalents

                  51        3        56               110   

Accounts receivable, net

                         45        105               150   

Deferred income taxes

                                2               2   

Other current assets

                  26        30        164               220   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

                  77        78        327               482   

Investment in subsidiary/intercompany

    (1,203     (1,921     1,243                      1,881          

Property and equipment, net

                         358        58               416   

Goodwill

                         846        140               986   

Trademarks and tradenames

                         190        124               314   

Other intangible assets, net

                         217        382               599   

Cash held as collateral

                  137                             137   

Non-current deferred income tax

                                6               6   

Other non-current assets

                  80        60        78               218   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    (1,203     (1,921     1,537        1,749        1,115        1,881        3,158   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and equity

             

Current liabilities:

             

Accounts payable

                         47        27               74   

Accrued expenses and other current liabilities

    15               117        113        292               537   

Deferred income taxes

                         38                      38   

Current portion of long-term debt

                  20        18                      38   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    15               137        216        319               687   

Long-term debt

                  3,314        78                      3,392   

Deferred income taxes

                         4        3               7   

Other non-current liabilities

                  7        208        59               274   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    15               3,458        506        381               4,360   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity/intercompany

    (1,218     (1,921     (1,921     1,243        718        1,881        (1,218

Equity attributable to non-controlling interest in subsidiaries

                                16               16   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity/intercompany

    (1,218     (1,921     (1,921     1,243        734        1,881        (1,202
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

    (1,203     (1,921     1,537        1,749        1,115        1,881        3,158   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-49


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEET

As of December 31, 2011

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Assets

             

Current assets:

             

Cash and cash equivalents

                  84               40               124   

Accounts receivable, net

                         75        105               180   

Deferred income taxes

                                3               3   

Other current assets

                  19        29        120               168   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

                  103        104        268               475   

Investment in subsidiary/intercompany

    (967     (1,829     1,283                      1,513          

Property and equipment, net

                         362        69               431   

Goodwill

                         846        140               986   

Trademarks and tradenames

                         190        124               314   

Other intangible assets, net

                         256        425               681   

Cash held as collateral

                  137                             137   

Investment in Orbitz Worldwide

           77                                    77   

Non-current deferred income taxes

                                6               6   

Other non-current assets

                  99        45        93               237   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    (967     (1,752     1,622        1,803        1,125        1,513        3,344   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and shareholders’ equity

             

Current liabilities:

             

Accounts payable

                         48        24               72   

Accrued expenses and other current liabilities

    3        2        99        161        236               501   

Current portion of long-term debt

                  35        15                      50   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    3        2        134        224        260               623   

Long-term debt

                  3,309        48                      3,357   

Deferred income taxes

                         38        4               42   

Other non-current liabilities

                  8        210        61               279   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    3        2        3,451        520        325               4,301   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity/intercompany

    (970     (1,754     (1,829     1,283        787        1,513        (970

Equity attributable to non-controlling interest in subsidiaries

                                13               13   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity/intercompany

    (970     (1,754     (1,829     1,283        800        1,513        (957
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

    (967     (1,752     1,622        1,803        1,125        1,513        3,344   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-50


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2012

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Operating activities

             

Net (loss) income

    (236     (341     (267     31        138        439        (236

Gain from disposal of discontinued operations

                                (7            (7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income from continuing operations

    (236     (341     (267     31        131        439        (243

Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:

             

Depreciation and amortization

                         167        60               227   

Equity-based compensation

    2                                           2   

Amortization of debt finance costs

                  37                             37   

Non-cash interest on Second Priority Secured Notes

                  14                             14   

Gain on early extinguishment of debt

                  (6                          (6

Gain on interest rate derivative instruments

                  (1                          (1

Equity in losses of investment in Orbitz Worldwide

           74                                    74   

Equity in losses (earnings) of subsidiaries

    203        267        (31                   (439       

Deferred income taxes

                         3        1               4   

FASA liability

                         (7                   (7

Defined benefit pension plan funding

                         (27                   (27

Changes in assets and liabilities:

             

Accounts receivable

                         21        1               22   

Other current assets

                         (2     (1            (3

Accounts payable, accrued expenses and other current liabilities

           (18     (15     40        29               36   

Other

                         (14     66               52   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities

    (31     (18     (269     212        287               181   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investing activities

             

Property and equipment additions

                         (92                   (92

Other

                                3               3   

Net intercompany funding

    32        18        328        (101     (277              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

    32        18        328        (193     (274            (89
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-51


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)

For the year ended December 31, 2012

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Financing activities

             

Proceeds from new term loans

                  170                             170   

Repayment of term loans

                  (165                          (165

Proceeds from revolver borrowings

                  80                             80   

Repayment of revolver borrowings

                  (95                          (95

Repayment of capital lease obligations

                         (16                   (16

Repurchase and retirement of Senior Notes

                  (20                          (20

Debt finance costs

                  (20                          (20

Payments on settlement of foreign exchange derivative contracts

                  (51                          (51

Proceeds from settlement of foreign exchange derivative contracts

                  9                             9   

Other

    (1                          3               2   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

    (1            (92     (16     3               (106
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effects of changes in exchange rates on cash and cash equivalents

                                                
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

                  (33     3        16               (14

Cash and cash equivalents at beginning of period

                  84               40               124   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

                  51        3        56               110   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-52


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2011

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Operating activities of continuing operations

             

Net income (loss)

    175        (227     (208     95        427        (90     172   

Loss (income) from discontinued operations (including gain from disposal), net of tax

    14               22               (342            (306
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

    189        (227     (186     95        85        (90     (134

Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:

             

Depreciation and amortization

                         168        59               227   

Equity based compensation

    5                                           5   

Amortization of debt finance costs

                  23                             23   

Non-cash interest on Second Priority Secured Notes

                  3                             3   

Gain on interest rate derivative instruments

                  (22                          (22

Gain on foreign exchange derivative instruments

                  (1                          (1

Equity in losses of investment in Orbitz Worldwide

           18                                    18   

Equity in (earnings) losses of subsidiaries

    (203     208        (95                   90          

Deferred income taxes

                         3                      3   

FASA liability

                         (16                   (16

Defined benefit pension plan funding

                         (17                   (17

Changes in assets and liabilities, net of effects from acquisitions:

             

Accounts receivables

                         (15     (5            (20

Other current assets

                         11        2               13   

Accounts payable, accrued expenses and other current liabilities

                         (11     20               9   

Other

                  8        12        13               33   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities of continuing operations

    (9     (1     (270     230        174               124   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in operating activities of discontinued operations

                         (1     (11            (12
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-53


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2011

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Investing activities

             

Property and equipment additions

                         (72     (5            (77

Net proceeds from sale of GTA business

    (10            14               624               628   

Other

                                5               5   

Net intercompany funding

    111        1        993        (144     (961              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

    101        1        1,007        (216     (337            556   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities

             

Repayment of term loans

                  (658                          (658

Proceeds from revolver borrowings

                  35                             35   

Repayment of capital leases obligations

                    (14                   (14

Debt finance costs

                  (100                          (100

Proceeds from settlement of foreign exchange derivative contracts

                  34                             34   

Distribution to a parent company

    (89                                        (89

Other

    (3                          4               1   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

    (92            (689 )       (14     4               (791
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effect of changes in exchange rates on cash and cash equivalents

                                5               5   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

                  48        (1     (165            (118

Cash and cash equivalents at beginning of year (including cash of discontinued operations)

                  36        1        205               242   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents of continuing operations at end of year

                  84               40               124   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-54


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2010

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Operating activities of continuing operations

             

Net (loss) income

    (43     (207     (178     92        172        120        (44

Income from discontinued operations

                         (1     (26            (27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income from continuing operations

    (43     (207     (178     91        146        120        (71

Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:

             

Depreciation and amortization

                         153        57               210   

Equity-based compensation

    5                                           5   

Amortization of debt finance costs and debt discount

                  23                             23   

Gain on early extinguishment of debt

                  (2                          (2

Gain on interest rate derivative instruments

                  (6                          (6

Gain on foreign exchange derivative instruments

                  (3                          (3

Equity in losses of investment in Orbitz Worldwide

           28                                    28   

Equity in losses (earnings) of subsidiaries

    34        178        (92                   (120       

Deferred income taxes

                         19        2               21   

FASA liability

                         (18                   (18

Defined benefit plan contributions

                         (3                   (3

Changes in assets and liabilities, net of effects from acquisitions:

             

Accounts receivable

                         17        (13            4   

Other current assets

                         6        (20            (14

Accounts payable, accrued expenses and other current liabilities

           12        19        (28     14               17   

Other

                  13        14        (37            (10
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities of continuing operations

    (4     11        (226     251        149               181   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities of discontinued operations

                         36        67               103   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-55


Table of Contents

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

 

21.    Guarantor and Non-Guarantor Financial Statements (Continued)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2010

 

(in $ millions)   Parent
Guarantor
    Intermediate
Parent
Guarantor
    Issuer     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminations     Travelport
Consolidated
 

Investing activities

             

Property and equipment additions

                         (173     (9            (182

Investment in Orbitz Worldwide

           (50                                 (50

Businesses acquired

                                (16            (16

Loan to parent company

                         (9                   (9

Loan repaid by parent company

                         9                      9   

Proceeds from asset sales

                         2                      2   

Net intercompany funding

    4        39        271        (148     (166              

Other

                         5                      5   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

    4        (11     271        (314     (191            (241
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities

             

Proceeds from new term loan

                  137                             137   

Repayment of term loans

                  (160                          (160

Proceeds from revolver borrowings

                  130                             130   

Repayment of revolver borrowings

                  (130                          (130

Repayment of Capital lease obligations

                         (10                   (10

Repurchase and retirement of Senior Notes

                  (18                          (18

Proceeds from issuance of Senior Notes

                  250                             250   

Debt finance costs

                  (20                          (20

Cash provided as collateral

                  (137                          (137

Payments on settlement of foreign exchange derivative contracts

                  (77                          (77

Proceeds on settlement of foreign exchange derivative contracts

                  16                             16   

Other

                                (3            (3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

                  (9     (10     (3            (22
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effects of changes in exchange rates on cash and cash equivalents

                                4               4   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

                  36        (37     26               25   

Cash and cash equivalents at beginning of year (including cash of discontinued operations)

                         38        179               217   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

                  36        1        205               242   

Less: cash of discontinued operations

                         (1     (147            (148
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents of continuing operations at end of year

                  36               58               94   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-56


Table of Contents

EXHIBIT INDEX

 

Exhibit

No.

  

Description

2.1    Purchase Agreement by and among Cendant Corporation, Travelport Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.2    Amendment to the Purchase Agreement among Cendant Corporation, Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC) and Travelport Limited (f/k/a TDS Investor (Bermuda), Ltd.), dated as of August 23, 2006, to the Purchase Agreement dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.3    Agreement and Plan of Merger by and among Travelport LLC (f/k/a Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers Pension Plan Board and Blackstone Management Partners V, L.P., dated as of December 7, 2006 (Incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.4    Separation and Distribution Agreement by and among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006).
2.5    Share Purchase Agreement, dated March 5, 2011, among Gullivers Services Limited, Travelport (Bermuda) Ltd., Travelport Inc., Travelport Limited, Kuoni Holdings PLC, Kuoni Holding Delaware, Inc., KIT Solution AG and Kuoni Reisen Holding AG (Incorporated by reference to Exhibit 2.5 to the Annual Report on Form 10-K filed by Travelport Limited on March 31, 2011).
3.1    Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
3.2    Memorandum of Association of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
3.3    Amended and Restated Bye-laws of Travelport Limited (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Travelport Limited on October 6, 2011 (dated September 30, 2011)).
4.1    Indenture dated as of August 23, 2006 by and among Travelport LLC and Computershare Trust Company, N.A. relating to the Senior Notes (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.2    Indenture dated as of August 23, 2006 by and among Travelport LLC Computershare Trust Company, N.A. relating to the Senior Subordinated Notes (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.3    Supplemental Indenture No. 1 (with respect to the Senior Notes) dated January 11, 2007 between Warpspeed Sub Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.4    Supplemental Indenture No. 1 (with respect to the Senior Subordinated Notes) dated January 11, 2007 between Warpspeed Sub Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).

 

G-1


Table of Contents

Exhibit

No.

  

Description

4.5    Supplemental Indenture No. 2 (with respect to the Senior Notes) dated March 13, 2007 among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.6    Supplemental Indenture No. 2 (with respect to the Senior Subordinated Notes) dated March 13, 2007 among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.7    Supplemental Indenture No. 3 (with respect to the Senior Notes) dated September 19, 2007 among Travelport LLC, Worldspan Technologies Inc., Worldspan BBN Holdings, LLC, Worldspan Digital Holdings, LLC, Worldspan IJET Holdings, LLC, Worldspan OpenTable Holdings, LLC, Worldspan S.A. Holdings II, L.L.C., Worldspan StoreMaker Holdings, LLC, Worldspan South American Holdings LLC, Worldspan Viator Holdings, LLC, Worldspan XOL LLC, WS Financing Corp., Worldspan, L.P. and WS Holdings LLC and Computershare Trust Company, N.A.
4.8    Supplemental Indenture No. 3 (with respect to the Senior Subordinated Notes) dated September 19, 2007 among Travelport LLC, Worldspan Technologies Inc., Worldspan BBN Holdings, LLC, Worldspan Digital Holdings, LLC, Worldspan IJET Holdings, LLC, Worldspan OpenTable Holdings, LLC, Worldspan S.A. Holdings II, L.L.C., Worldspan StoreMaker Holdings, LLC, Worldspan South American Holdings LLC, Worldspan Viator Holdings, LLC, Worldspan XOL LLC, WS Financing Corp., Worldspan, L.P. and WS Holdings LLC and Computershare Trust Company, N.A.
4.9    Supplemental Indenture No. 4 (with respect to the Senior Notes) dated December 11, 2012 among Travelport Finance Management LLC and Travelport Services LLC and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
4.10    Supplemental Indenture No. 4 (with respect to the Senior Subordinated Notes) dated December 11, 2012 among Travelport Finance Management LLC and Travelport Services LLC and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
4.11    Indenture, relating to the 9% Senior Notes due 2016, dated as of August 18, 2010, by and among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein, and Computershare Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Travelport Limited on August 18, 2010 (dated August 12, 2010)).
4.12    Supplemental Indenture No. 1 (with respect to the 9% Senior Notes) dated December 11, 2012 among Travelport Finance Management LLC and Travelport Services LLC and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
4.13    Shareholders’ Agreement dated as of October 3, 2011, among Travelport Worldwide Limited, Travelport Intermediate Limited, TDS Investor (Cayman) L.P., Travelport Limited and the other shareholders party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Travelport Limited on October 6, 2011 (dated September 30, 2011)).
4.14    Indenture, dated as of November 30, 2011, by and among Travelport LLC, Travelport Limited and the other guarantors named therein, and Wells Fargo Bank, National Association, as trustee and collateral agent (including the form of Second Priority Senior Secured Notes due 2016) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Travelport Limited on December 6, 2011 (dated November 30, 2011)).

 

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Table of Contents

Exhibit

No.

  

Description

10.1    Fifth Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on December 11, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and the other agents and other lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.2    Amendment, dated as of January 28, 2013, to the Fifth Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on December 11, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and the other agents and other lenders party thereto.
10.3    Revolving Credit Loan Modification Agreement, dated as of October 6, 2011, relating to the Fourth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated on September 30, 2011 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on October 11, 2011 (dated October 6, 2011)).
10.4    Revolving Credit Loan Modification Agreement, dated as of May 8, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.À.R.L., UBS AG, Stamford Branch, as administrative agent, collateral agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, the lenders from time to time party thereto, Credit Suisse Securities (USA) LLC, as syndication agent, and the other agents and persons party thereto (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on May 14, 2012 (dated May 8, 2012)).
10.5    Revolving Credit Loan Modification Agreement, dated as of August 23, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.À R.L., UBS AG, Stamford Branch, as administrative agent, collateral agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, Travelport Finance Inc., as a lender, UBS Securities LLC, as the revolving credit loan modification offer arranger, and the other agents and persons party thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on August 29, 2012 (dated August 23, 2012)).
10.6    Credit Agreement, dated as of May 8, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.À.R.L., the lenders from time to time party thereto and Credit Suisse AG, as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 14, 2012 (dated May 8, 2012)).
10.7    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC, Travelport LLC, Travelport, Inc., Travelport, LP and UBS AG, Stamford Branch, as collateral agent, to the Amended and Restated Security Agreement, dated as of August 23, 2006, as amended and restated as of September 30, 2011, among Travelport LLC, Travelport Limited, Waltonville Limited, the other subsidiaries of Travelport Limited from time to time party thereto and UBS AG, Stamford Branch, as collateral agent (Incorporated by reference to Exhibit 10. 3 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.8    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC and UBS AG, Stamford Branch, as administrative agent, to the Amended and Restated Guaranty, as amended and restated as of September 30, 2011, among Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., the other subsidiaries of Travelport Limited from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (Incorporated by reference to Exhibit 10. 4 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).

 

G-3


Table of Contents

Exhibit

No.

  

Description

10.9    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC, Travelport LLC, Travelport, Inc., Travelport, LP and UBS AG, Stamford Branch, as collateral agent, to the Intellectual Property Security Agreement, dated as of August 23, 2006, among the Travelport LLC, Travelport Limited, Waltonville Limited, the other subsidiaries of Travelport Limited from time to time party thereto and UBS AG, Stamford Branch, as collateral agent (Incorporated by reference to Exhibit 10. 5 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.10    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC and Credit Suisse AG, as collateral agent, to the Security Agreement, dated as of May 8, 2012, among the Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., the other subsidiaries of Travelport Limited from time to time party thereto and Credit Suisse AG, as collateral agent (Incorporated by reference to Exhibit 10. 6 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.11    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC and Credit Suisse AG, as administrative agent, to the Guaranty, dated as of May 8, 2012, among Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., the other subsidiaries of Travelport Limited from time to time party thereto and Credit Suisse AG, as administrative agent (Incorporated by reference to Exhibit 10. 7 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.12    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC, Travelport LLC, Travelport, Inc., Travelport, LP and Credit Suisse AG, as collateral agent,. to the Intellectual Property Security Agreement, dated as of May 8, 2012, among the Travelport LLC, Travelport Limited, Waltonville Limited, the other subsidiaries of Travelport Limited from time to time party thereto and Credit Suisse AG, as collateral agent (Incorporated by reference to Exhibit 10. 8 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.13    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC and Wells Fargo Bank, National Association, as collateral agent, to the Second Lien Security Agreement, dated as of September 30, 2011, among the Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., the other subsidiaries of Travelport Limited from time to time party thereto and Wells Fargo Bank, National Association, as collateral agent (Incorporated by reference to Exhibit 10. 9 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.14    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC and Wells Fargo Bank, National Association, as collateral agent, to the Second Lien Guaranty, dated as of September 30, 2011, among Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., the other subsidiaries of Travelport Limited from time to time party thereto and Wells Fargo Bank, National Association, as collateral agent (Incorporated by reference to Exhibit 10. 10 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).

 

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Table of Contents

Exhibit

No.

  

Description

10.15    Supplement No. 1, dated as of December 11, 2012, among Galileo International Technology, LLC, Galileo Asia, LLC, Galileo Latin America, LLC, Travelport Investor LLC, Travelport Finance Management LLC, Travelport Services LLC and Wells Fargo Bank, National Association, as collateral agent, to the Second Lien Intellectual Property Security Agreement, dated as of September 30, 2011, among the Travelport LLC, Travelport Limited, Waltonville Limited, the other subsidiaries of Travelport Limited from time to time party thereto and Wells Fargo Bank, National Association, as collateral agent (Incorporated by reference to Exhibit 10. 11 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
10.16    Tax Sharing Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 28, 2006 (Incorporated by reference to Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006).
10.17    Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.18    First Amendment to the Separation Agreement, dated as of May 5, 2008, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 7, 2008).
10.19    Second Amendment to the Separation Agreement, dated as of January 23, 2009, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).
10.20    Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.21    Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C. and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed by Travelport Limited on February 27, 2008 (dated July 23, 2007)).*
10.22    Agreement and General Release by and among Jeff Clarke, Travelport Limited and Travelport, LP, dated as of February 14, 2012 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on February 15, 2012 (dated February 10, 2012)).
10.23    Amended and Restated Employment Agreement of Eric J. Bock, dated as of August 3, 2009 (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009).
10.24    Letter Agreement of Eric J. Bock, dated as of May 27, 2011 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on June 3, 2011 (dated May 27, 2011)).
10.25    Service Agreement dated as of May 31, 2011 between Gordon Wilson and Travelport International Limited (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Travelport Limited filed on June 3, 2011 (dated May 27, 2011)).
10.26    Letter Agreement of Gordon Wilson, dated as of November 7, 2012, between Gordon Wilson and Travelport International Limited.
10.27    Contract of Employment, dated as of October 1, 2009, among Philip Emery, Travelport International Limited and TDS Investor (Cayman) L.P. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on October 7, 2009).
10.28    Letter Agreement, dated March 28, 2011, between Philip Emery and Travelport International Limited (Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K filed by Travelport Limited on March 31, 2011).

 

G-5


Table of Contents

Exhibit

No.

  

Description

10.29    Letter Agreement, dated November 24, 2011, between Philip Emery and Travelport International Limited. (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.30    Employment Agreement of Mark Ryan, effective as of December 16, 2011.
10.31    Letter Agreement of Mark Ryan, dated as of December 3, 2012.
10.32    Compromise Agreement, dated November 26, 2012, between Lee Golding and Travelport International Limited.
10.33    Employment Agreement of Kurt Ekert, dated as of November 21, 2011 (Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.34    Letter Agreement of Kurt Ekert, dated as of November 23, 2011 (Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.35    Travelport Officer Deferred Compensation Plan (Amended and Restated as of December 31, 2012).
10.36    Form of TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership (Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).
10.37    Amendment No. 7, dated as of February 9, 2010, to the TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership, dated as of December 19, 2007 (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010).
10.38    Form of TDS Investor (Cayman) L.P. Fifth Amended and Restated 2006 Interest Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 10, 2010).
10.39    Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) — U.S. Senior Leadership Team (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009).
10.40    Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) for Gordon Wilson (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009).
10.41    Form of 2010 LTIP Equity Award Agreement (Restricted Equity Units) — UK Senior Leadership Team (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 10, 2010).
10.42    Form of Management Equity Award Agreement (UK EVP) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 9, 2011).
10.43    Form of Travelport Worldwide Limited 2011 Equity Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.44    Form of Travelport Worldwide Limited Management Equity Award Agreement (US Named Executive Officers) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.45    Form of Travelport Worldwide Limited Management Equity Award Agreement (UK Named Executive Officers) (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.46    Form of Travelport Worldwide Limited Management Equity Award Agreement (M. Ryan).
10.47    2012 Executive Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.48    Form of 2013 Long-Term Management Incentive Program Management Award Agreement (US).

 

G-6


Table of Contents

Exhibit

No.

  

Description

10.49    Form of 2013 Long-Term Management Incentive Program Management Award Agreement (UK).
10.50    Amendment 6 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.51    Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.52    Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.53    Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.54    Amendment 11 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010).*
10.55    Amendment 14 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC.*
10.56    Form of Indemnification Agreement between Travelport Limited and its Directors (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.57    Form of Indemnification Agreement between Travelport Limited and certain of its Officers (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.58    First Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).*
10.59    Second Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).
10.60    Third Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).*
10.61    Fourth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 13, 2009).

 

G-7


Table of Contents

Exhibit

No.

  

Description

10.62    Fifth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010).
10.63    Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution System B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 5, 2010).*
10.64    Seventh Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 5, 2010).
10.65    Eighth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 10, 2010).
10.66    Ninth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 5, 2010).
10.67    Tenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K filed by Travelport Limited on March 31, 2011).
10.68    Twelfth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 9, 2011).
10.69    Thirteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 9, 2011).
10.70    Fourteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 9, 2011).
10.71    Fifteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.72    Sixteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.73    Seventeenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2012).

 

G-8


Table of Contents

Exhibit

No.

  

Description

10.74    Eighteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2012).
10.75    Letter Agreement, dated as of February 1, 2011, between Orbitz Worldwide, Inc. and Travelport, LP. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 13, 2011).*
10.76    Letter Agreement, dated as of December 27, 2011, between Orbitz Worldwide, Inc. and Travelport, LP (Incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.77    Letter Agreement between Travelport Limited and Douglas M. Steenland (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on August 4, 2011 (dated August 2, 2011)).
10.78    Letter Agreement between Travelport Limited and Anthony J. Bolland (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on December 9, 2011 (dated December 5, 2011)).
10.79    Letter Agreement among Jeff Clarke, Travelport Limited, Travelport Holdings Limited, Travelport Worldwide Limited, Travelport Intermediate Limited and TDS Investor (Cayman) GP Ltd., dated as of February 15, 2012 (Incorporated by reference to the Current Report on Form 8-K filed by Travelport Limited on February 15, 2012 (dated February 10, 2012)).
10.80    Letter Agreement among Jeff Clarke, Travelport Limited, Travelport Holdings Limited, Travelport Worldwide Limited, Travelport Intermediate Limited and TDS Investor (Cayman) GP Ltd., dated as of February 15, 2013.
12    Statement re: Computation of Ratio of Earnings to Fixed Charges.
21    List of Subsidiaries.
31.1    Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
31.2    Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
32    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99    Financial Statements and Supplementary Data of Orbitz Worldwide, Inc.
101.INS*    XBRL Instance Document
101.SCH*    XBRL Taxonomy Extension Schema Document
101.CAL*    XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*    XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document

 

* Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2.

 

G-9

Exhibit 4.7

SUPPLEMENTAL INDENTURE No. 3

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of September 19, 2007, among Travelport LLC, formerly TDS Investor Corporation (the “ Issuer ”), Worldspan Technologies Inc., WORLDSPAN BBN Holdings, LLC, WORLDSPAN Digital Holdings, LLC, WORLDSPAN IJET HOLDINGS, LLC, Worldspan OpenTable Holdings, LLC, WORLDSPAN S.A. HOLDINGS II, L.L.C., Worldspan StoreMaker Holdings, LLC, WORLDSPAN South American Holdings LLC, Worldspan Viator Holdings, LLC, WORLDSPAN XOL LLC, WS Financing Corp., Worldspan, L.P. and WS Holdings LLC (collectively the “ New Guarantors ”), each a subsidiary of the Issuer, and The Bank of Nova Scotia Trust Company of New York, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (as amended by Supplemental Indenture No. 1 and Supplemental Indenture No. 2 thereto, the “ Indenture ”), dated as of August 23, 2006, providing for the issuance of an unlimited aggregate principal amount of Senior Dollar Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014 and 9  7 / 8 % Senior Dollar Fixed Rate Notes due 2014 (together, the “ Notes ”);

WHEREAS, the Issuer has determined that it is in its best interest to add the New Guarantors as Guarantors (as defined in the Indenture) of the Notes under the Indenture;

WHEREAS, the Indenture provides that under certain circumstances the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

1


NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . The New Guarantors hereby agree as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the New Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) These Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the New Guarantors accept all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the New Guarantors), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.

 

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(f) The New Guarantors shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the New Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the New Guarantors for the purpose of these Guarantees.

(h) The New Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, these new Guarantees shall be limited to the maximum amount permissible such that the obligations of such New Guarantor under these Guarantees will not constitute a fraudulent transfer or conveyance.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of these Guarantees shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) These Guarantees shall be general unsecured senior obligation of such New Guarantor, ranking pari passu with any other future Senior Indebtedness of the New Guarantor, if any.

(m) Each payment to be made by the New Guarantor in respect of these Guarantees shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

 

3


(3) Execution and Delivery . The New Guarantors agree that the Guarantees shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantees on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the New Guarantors may not consolidate or merge with or into or wind up into (whether or not the Issuer or New Guarantors are the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their properties or assets, in one or more related transactions, to any Person unless:

(i) (A) the New Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the New Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the New Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the New Guarantor or such Person, as the case may be, being herein called the “ Successor Person ”);

(B) the Successor Person, if other than the New Guarantor, expressly assumes all the obligations of the New Guarantor under the Indenture and the New Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the New Guarantor under the Indenture and the New Guarantor’s Guarantee. Notwithstanding the foregoing, the New Guarantors may merge into or transfer all or part of their properties and assets to another Guarantor or the Issuer.

 

4


(5) Releases .

The Guarantee of the New Guarantors shall be automatically and unconditionally released and discharged, and no further action by the New Guarantors, the Issuer or the Trustee is required for the release of the New Guarantors’ Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the New Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of the New Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the New Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the New Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the New Guarantors shall have any liability for any obligations of the Issuer or the Guarantors (including the New Guarantors) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

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(9) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors.

(11) Subrogation . The New Guarantors shall be subrogated to all rights of Holders of Notes against the Issuer and the Co-Obligor in respect of any amounts paid by the New Guarantors pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the New Guarantors shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer and the Co-Obligor under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged . The New Guarantors’ Guarantees are subject to the terms and conditions set forth in the Indenture. The New Guarantors acknowledge that they will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to these Guarantees are knowingly made in contemplation of such benefits.

(13) Successors . All agreements of the New Guarantors in this Supplemental Indenture shall bind their Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

TRAVELPORT LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President, General Counsel & Corporate Secretary

 

7


WORLDSPAN TECHNOLOGIES INC.,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN BBN HOLDINGS, LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN DIGITAL HOLDINGS, LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN IJET HOLDINGS, LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

8


 

WORLDSPAN OPENTABLE HOLDINGS, LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN S.A. HOLDINGS II, L.L.C.,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN STOREMAKER HOLDINGS, LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

9


 

WORLDSPAN VIATOR HOLDINGS, LLC,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN XOL LLC, WS FINANCING CORP.,

/s/ Eric J. Bock

Name: Eric J. Bock
Title: Executive Vice President

 

WORLDSPAN, L.P. AND WS HOLDINGS LLC:

/s/ Eric J. Bock

Name: Eric J Bock
Title: Executive Vice President

 

10


 

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee
By:  

/s/ Warren Goshine

  Name:   Warren Goshine
  Title:   Vice President

 

11

Exhibit 4.8

SUPPLEMENTAL INDENTURE No. 3

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of September 19, 2007, among Travelport LLC, formerly TDS Investor Corporation (the “ Issuer ”), Worldspan Technologies Inc., WORLDSPAN BBN Holdings, LLC, WORLDSPAN Digital Holdings, LLC, WORLDSPAN IJET HOLDINGS, LLC, Worldspan OpenTable Holdings, LLC, WORLDSPAN S.A. HOLDINGS II, L.L.C., Worldspan StoreMaker Holdings, LLC, WORLDSPAN South American Holdings LLC, Worldspan Viator Holdings, LLC, WORLDSPAN XOL LLC, WS Financing Corp., Worldspan, L.P. and WS Holdings LLC (collectively the “ New Guarantors ”), each a subsidiary of Issuer, and The Bank of Nova Scotia Trust Company of New York, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (as amended by Supplemental Indenture No. 1 and Supplemental Indenture No. 2 thereto, the “ Indenture ”), dated as of August 23, 2006, providing for the issuance of an unlimited aggregate principal amount of 11  7 / 8 % Dollar Senior Subordinated Notes due 2016 and 10  7 / 8 % Euro Senior Subordinated Notes due 2016 (together, the “ Notes ”);

WHEREAS, the Issuer has determined that it is in its best interest to add the New Guarantors as Guarantors (as defined in the Indenture) of the Notes under the Indenture;

WHEREAS, the Indenture provides that under certain circumstances the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

1


NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . The New Guarantors hereby agree as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the New Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) These Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the New Guarantors accept all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the New Guarantors), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.

 

2


(f) The New Guarantors shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the New Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the New Guarantors for the purpose of these Guarantees.

(h) The New Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, these new Guarantees shall be limited to the maximum amount permissible such that the obligations of such New Guarantor under these Guarantees will not constitute a fraudulent transfer or conveyance.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of these Guarantees shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) These Guarantees shall be general unsecured senior obligation of such New Guarantor, ranking pari passu with any other future Senior Indebtedness of the New Guarantor, if any.

(m) Each payment to be made by the New Guarantor in respect of these Guarantees shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

 

3


(3) Execution and Delivery . The New Guarantors agree that the Guarantees shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantees on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the New Guarantors may not consolidate or merge with or into or wind up into (whether or not the Issuer or New Guarantors are the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their properties or assets, in one or more related transactions, to any Person unless:

(i) (A) the New Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the New Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the New Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the New Guarantor or such Person, as the case may be, being herein called the “ Successor Person ”);

(B) the Successor Person, if other than the New Guarantor, expressly assumes all the obligations of the New Guarantor under the Indenture and the New Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the New Guarantor under the Indenture and the New Guarantor’s Guarantee. Notwithstanding the foregoing, the New Guarantors may merge into or transfer all or part of their properties and assets to another Guarantor or the Issuer.

(5) Releases .

 

4


The Guarantee of the New Guarantors shall be automatically and unconditionally released and discharged, and no further action by the New Guarantors, the Issuer or the Trustee is required for the release of the New Guarantors’ Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the New Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of the New Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the New Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the New Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the New Guarantors shall have any liability for any obligations of the Issuer or the Guarantors (including the New Guarantors) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

 

5


(10) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors.

(11) Subrogation . The New Guarantors shall be subrogated to all rights of Holders of Notes against the Issuer and the Co-Obligor in respect of any amounts paid by the New Guarantors pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the New Guarantors shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer and the Co-Obligor under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged . The New Guarantors’ Guarantees are subject to the terms and conditions set forth in the Indenture. The New Guarantors acknowledge that they will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to these Guarantees are knowingly made in contemplation of such benefits.

(13) Successors . All agreements of the New Guarantors in this Supplemental Indenture shall bind their Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 

6


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

TRAVELPORT LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President, General Counsel & Corporate Secretary

 

WORLDSPAN TECHNOLOGIES INC.,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN BBN HOLDINGS, LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN DIGITAL HOLDINGS, LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

7


 

WORLDSPAN IJET HOLDINGS, LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN OPENTABLE HOLDINGS, LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN S.A. HOLDINGS II, L.L.C.,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN STOREMAKER HOLDINGS, LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

8


 

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN VIATOR HOLDINGS, LLC,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN XOL LLC, WS FINANCING CORP.,
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

WORLDSPAN, L.P. AND WS HOLDINGS LLCBY:
By:  

/s/ Eric J. Bock

  Name:   Eric J. Bock
  Title:   Executive Vice President

 

9


 

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee
By:  

/s/ Warren Goshine

  Name:   Warren Goshine
  Title:   Vice President

 

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Exhibit 10.2

AMENDMENT dated as of January 28, 2013 (this “ Amendment ”), to the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010, as further amended and restated on September 30, 2011, as further amended and restated on December 11, 2012 (as heretofore amended, the “ Credit Agreement ”), among TRAVELPORT LLC, a Delaware limited liability company (the “ Borrower ”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“ Holdings ”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“ Intermediate Parent ”), TDS INVESTOR (LUXEMBOURG) S.À.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“ TDS Intermediate Parent ”) and UBS AG, STAMFORD BRANCH, as Administrative Agent (“ Administrative Agent ”).

PRELIMINARY STATEMENTS

A. The Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, UBS AG, Stamford Branch, as Administrative Agent and L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent and the Lenders party thereto have previously entered into the Fifth Amendment and Restatement Agreement dated December 11, 2012 (the “ Amendment Agreement ”) to amend and restate the Existing Credit Agreement (as defined in the Amendment Agreement).

B. Pursuant to Section 7(c) of the Amendment Agreement, the L/C Issuers, the Swing Line Lender and the Lenders party to the Amendment Agreement authorized the Administrative Agent to enter into such amendments to the Credit Agreement as shall be appropriate, in the judgment of the Administrative Agent, to give effect to the transactions contemplated by the Amendment Agreement or to cure any ambiguity, omission, defect or inconsistency relating to effectuation of the transactions contemplated thereby.

Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent and the Administrative Agent hereby agree as follows:

SECTION 1. Defined Terms . Capitalized terms used but not otherwise defined herein (including the preliminary statements hereto) have the meanings assigned to them in the Credit Agreement. The provisions of Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .


SECTION 2. Amendment . The definition of Permitted Holders is hereby amended by adding “or any of its direct or indirect parents” after each time “Holdings” appears in the third proviso of the definition of Permitted Holders.

SECTION 3. Representations and Warranties . Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower hereby represent and warrant to each other party hereto that:

(a) The execution, delivery and performance by Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within their respective corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of any such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or which affects such Person or the properties of such Person or any of its Subsidiaries, or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or any of its properties is subject, or (iii) violate any material Law; except with respect to any conflict, breach, contravention or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(b) This Amendment has been duly executed and delivered by each of Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower, and constitutes a legal, valid and binding obligation of each such Person, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.

(c) After giving effect to the effectiveness of this Amendment, the modification of the Credit Agreement effected pursuant to this Amendment does not:

(i) impair the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or

(ii) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(d) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof (in each case, except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty is true and correct in all material

 

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respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects on such respective dates.

(e) No Default or Event of Default has occurred and is continuing.

SECTION 4. Fees and Expenses . The Borrower agrees to pay on demand in accordance with the terms of Section 10.04 of the Credit Agreement all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent (including all Attorney Costs of Cahill Gordon & Reindel LLP) in connection with the preparation, negotiation and execution of this Amendment.

SECTION 5. Reference to and Effect on the Loan Documents .

(a) Except as specifically amended above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, Holdings, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any other provision of any of the Loan Documents or for any purpose

(c) Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.

(d) This Amendment is a Loan Document. For the avoidance of doubt, the indemnification provisions set forth in Section 10.05 of the Credit Agreement shall apply to this Amendment.

SECTION 6. Conditions Precedent to the Effectiveness of this Amendment . This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “ Effective Date ”):

(a) The Administrative Agent shall have executed a counterpart hereof and shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower.

(b) The Administrative Agent shall have received a favorable legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Borrower.

 

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SECTION 7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 8. Governing Law . (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY HERETO (OTHER THAN INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT) CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO (OTHER THAN INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

SECTION 9. Headings . Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[ Remainder of page intentionally left blank ]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

 

TRAVELPORT LLC, as Borrower,
  By  

/s/ Rochelle Boas

    Name:   Rochelle Boas
    Title:   Authorized Person
TRAVELPORT LIMITED, as Holdings,
  By  

/s/ Rochelle Boas

    Name:   Rochelle Boas
    Title:   Senior Vice President & Assistant Secretary
WALTONVILLE LIMITED, as Intermediate Parent,
  By  

/s/ Rochelle Boas

    Name:   Rochelle Boas
    Title:   Director
TDS INVESTOR (LUXEMBOURG) S.À.R.L., as TDS Intermediate Parent,
  By  

/s/ Rochelle Boas

    Name:   Rochelle Boas
    Title:   Manager


UBS AG, STAMFORD BRANCH, as Administrative Agent,
  By  

/s/ Lina Gifas

    Name:   Lina Gifas
    Title:   Director
   

/s/ Joselin Fernandes

    Name:   Joselin Fernandes
    Title:   Associate Director

Exhibit 10.26

 

LOGO

7 th  November 2012

Gordon Wilson

President and CEO, Travelport

Langley, England

Dear Gordon:

This letter confirms the changes to your 31 May 2011 Service Agreement with Travelport International Limited (the “Service Agreement”), which take effect 1 st  November 2012:

 

  1. Clause 8.4.2 of the Service Agreement is deleted in its entirety and replaced with the following:

In lieu of a Company vehicle (which the Executive purchased for fair market value), the Company will pay the Executive a supplemental car allowance of £9,000 per annum, which will be paid in monthly instalments along with the Executive’s salary. This amount is taxable, subject to clause 8.5.

Except as expressly amended herein, the Service Agreement remains in full force and effect. Please sign below and return this letter to me in order to take advantage of these benefits.

Yours sincerely,

/s/ Lee Golding

Lee Golding

Executive Vice President, Human Resources

Attorney-in-Fact, Travelport International Limited

I, Gordon Wilson, confirm that I accept and understand the terms contained within this letter.

 

Signature  

/s/ Gordon Wilson

Date  

7 November 2012

Travelport International Ltd. Registered Office: Axis One, Axis Park, 10 Hurricane Way, Langley, Berkshire, SL3 8AG, United Kingdom

Registered in England and Wales No. 1254977

Exhibit 10.30

EMPLOYMENT AGREEMENT

(Mark Ryan, Chief Information Officer, Travelport GDS)

EMPLOYMENT AGREEMENT (the “Agreement”) effective December 16, 2011 by and between Travelport, LP (the “ Company ”) and Mark Ryan (the “ Executive ”).

WHEREAS, the Company and Executive previously entered into various agreements regarding Executive’s employment;

WHEREAS, the Company and Executive wish to amend and restate the Prior Agreements as set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. Term of Employment . Subject to the provisions of Section 7 of this Agreement, Executive continued to be employed by the Company for a period commencing on December 16, 2011 and ending on December 16, 2012 (the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with December 16, 2012 and on each December 16 thereafter (each an “Extension Date”), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 120 days prior written notice before the next Extension Date that the Employment Term shall not be so extended.

2. Position .

(a) During the Employment Term, Executive shall serve as the Company’s Chief Information Officer (“CIO”). In such position, Executive shall have such duties and authority as shall be determined from time to time by the Board of Directors of Travelport Limited (the “Board”) and the Chief Executive Officer of Travelport Limited. If requested, Executive shall also serve as a member of the Board without additional compensation.

(b) During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board or its designee; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board or its designee, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 8.

 

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3. Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of no less than $360,000 (which is hereby increased to $400,000 effective April 1, 2012) payable in regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

4. Annual Bonus . With respect to each full fiscal year during the Employment Term ( i.e. effective January 1, 2012), Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) of up to seventy-five (75%) of Executive’s Base Salary (the “Target”) based upon the achievement of an annual or semi-annual target(s) established by the Board during the Employment Term, with the potential to earn up to 200% of Target ( i.e. 150% of Executive’s Base Salary) at the discretion of the Board; provided, however, that Executive’s annual bonus for the year ending December 31, 2011 shall continue to be governed by the Prior Agreements. Effective April 1, 2012, the Target is hereby increased to 100% of Base Salary, with the potential to earn up to 200% of Target ( i.e. 200% of Executive’s Base Salary) at the discretion of the Board. The Annual Bonus, if any, shall be paid to Executive within two and one-half (2.5) months after the end of the applicable fiscal year.

5. Employee Benefits . During the Employment Term, Executive shall be entitled to participate in the employee benefit plans of the Company and its affiliates (other than annual bonus and incentive plans) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company.

6. Business Expenses . During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

7. Termination . The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 30 days advance written notice of any resignation of Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

(a) By the Company For Cause or By Executive Other Than as a Result of a Constructive Termination.

(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive’s resignation other than as a result of a Constructive Termination (as defined in Section 7(c)); provided that Executive will be required to give the Company at least 30 days advance written notice of a resignation other than as a result of a Constructive Termination.

 

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(ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from the Company to the Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company; (B) theft or embezzlement of property of the Company or its affiliates or dishonesty in the performance of Executive’s duties to the Company, other than de minimis conduct that would not typically result in sanction by an employer of an executive in similar circumstances; (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or state thereof or (y) a crime involving moral turpitude; (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its affiliates; or (E) Executive’s breach of any non-competition, non-solicitation, confidentiality or other restrictive covenant agreements with the Company, including without limitation the provisions of Sections 8 or 9 of this Agreement.

(iii) If Executive’s employment is terminated by the Company for Cause, or if Executive resigns other than as a result of a Constructive Termination, Executive shall be entitled to receive:

(A) the Base Salary through the date of termination;

(B) reimbursement, within 60 days following submission by Executive to the Company of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within 90 days following the date of Executive’s termination of employment; and

(C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”).

Following such termination of Executive’s employment by the Company for Cause or resignation by Executive other than as a result of a Constructive Termination, except as set forth in this Section 7(a)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(b) Disability or Death .

(i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to

 

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the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

(ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive:

 

  (A) the Accrued Rights; and

 

  (B) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards.

Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(c) By the Company Without Cause or Resignation by Executive as a result of Constructive Termination.

(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s as a result of a Constructive Termination.

(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) any material reduction in Executive’s Base Salary or Annual Bonus (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives); (B) failure of the Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination; (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement (other than any such diminution primarily attributable to the fact that the Company becomes a subsidiary or affiliate of another company or entity); (D) the primary business office for Executive being relocated by more than 50 miles from Atlanta, Georgia (except pursuant to a relocation as agreed upon by the Company and Executive) or (E) the Company’s election not to renew the initial Employment Term or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), in which case Executive’s employment will automatically terminate at the end of the Employment Term pursuant to Section 7(d)(i);

provided that any of the events described in clauses (A)-(D) of this Section 7(c)(ii) (which, for the avoidance of doubt, does not include the Company’s election not to renew the initial Employment Term or any subsequent extension thereof under clause (E) of this

 

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Section 7(c)(ii)) shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes a Constructive Termination;

provided, further, as to clauses (A) – (D) of this Section 7(c)(ii), that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive:

(A) the Accrued Rights;

(B) subject to Executive’s execution, delivery, and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to continued compliance with the provisions of Sections 8 and 9, (x) payment of one (1) times the Base Salary (plus, in the event Executive is terminated without Cause or resigns as the result of a Constructive Termination within eighteen (18) months following a Change in Control, as defined in the TDS Investor (Cayman) L.P. Agreement of Exempted Limited Partnership, as amended and/or restated from time to time, a pro rata portion of any Annual Bonus at Target, in the year of termination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment and for which Executive was not otherwise eligible for or received a bonus under Section 4 hereof); and (y) the severance benefits provided for in the General Release for the period set forth therein (or a lump sum equivalent of such benefits). The Severance Pay shall be paid in a lump sum as soon as practicable following the effective date of the General Release, but no later than sixty (60) days after the termination of Executive’s employment ( i.e. the Last Day of Employment, as defined in the General Release); provided that the aggregate amount described in this clause (B) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates); and

 

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(C) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards; provided, however, that Section 3.1 of the Management Equity Award Agreements between Executive and TDS Investor (Cayman) L.P. dated June 26, 2009 (“2009 LTIP”) and August 18, 2010 (“2010 LTIP”) is deleted and replaced with the following:

Notwithstanding the foregoing in the event that:

 

  (i) After a Change in Control, if Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive as the result of a Constructive Termination, in either case within eighteen (18) months of such a Change in Control, Executive shall be deemed to have vested in the unvested Restricted Equity Units that would have vested assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (“Accelerated Vesting Date”), (2) that the unvested portion of the award vests ratably on a monthly basis beginning on the January 1 (for the 2009 LTIP) and August 1 (for the 2010 LTIP) immediately preceding the termination of Executive’s employment through the Accelerated Vesting Date over the remainder of the performance period that ends on December 31, 2012 (for the 2009 LTIP) and December 31, 2013 (for the 2010 LTIP), and (3) performance at Target.

 

  (ii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(e)(i), Executive shall have no right to further vesting of the Restricted Equity Units that are Unvested Restricted Equity Units (and such Restricted Equity Units shall be Unvested Restricted Equity Units notwithstanding the provisions of this Section 3.1).

Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d) Expiration of Employment Term .

(i) Election Not to Extend the Employment Term. In the event either party elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7 and except as set forth in paragraph (d)(ii) of this Section 7 (in the event Executive elects not to renew the Employment Term pursuant to Section 1), Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. Following such termination of Executive’s employment hereunder as a result of either party’s election not to extend the Employment Term, except as set forth in Section 7(c) and this Section 7(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

 

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(ii) Continued Employment Beyond the Expiration of the Employment Term. Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or the Company; provided that the provisions of Sections 8, 9, 10 and 11(o) of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

(e) Notice of Termination . Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11 (i) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

(f) Board/Committee Resignation . Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.

8. Non-Competition .

(a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates.

(b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in any way injuring the interests of the Company or any of its affiliates and the Company and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is engaged, at any time during the Restricted Period, or has plans to engage, at any time during the Restricted Period, in any activity that competes with the businesses conducted during or at the termination of Executive’s

 

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employment, or planned or proposed to be conducted at any time during the Restricted Period, by the Company and its affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). For purposes of this Agreement, the term “Competitor” currently includes, but is not limited to, Amadeus, Sabre, Abacus, Axess International Network, INFINI Travel Information, Topas, TravelSky, HP Enterprise Services, ITA Software, Navitaire, SITA, and Unisys Corporation. During the Restricted Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on the Company’s behalf during the Executive’s employment, the United States, the United Kingdom and any other country in the world in which the Company operated or operates during the Restricted Period(subject to the definition of “Competitor”).

(c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates.

(d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates.

(e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(f) The period of time during which the provisions of this Section 8 shall be in effect shall be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s claim for injunctive relief. For the avoidance of doubt, if the final result on any such claim for injunctive relief is that Executive did not breach the terms of this Agreement, then the period of time during which this Section 8 shall be in effect shall not be extended.

 

8


(g) Executive agrees that the restrictions contained in this Section 8 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement.

(h) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

9. Confidentiality; Intellectual Property .

(a) Confidentiality .

(i) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information — including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals — concerning the past, current or future business, activities and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii) “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (c) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

 

9


(iii) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its affiliates); provided that Executive may disclose to any prospective future employer the provisions of Sections 8 and 9 of this Agreement provided they agree to maintain the confidentiality of such terms.

(iv) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

(b) Intellectual Property .

(i) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(ii) If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

 

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(iii) Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iv) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(v) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. As of the effective date of this Agreement, Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

(vi) The provisions of Section 8 and 9 shall survive the termination of Executive’s employment for any reason.

10. Specific Performance . Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 8 or 9 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

11. Miscellaneous .

(a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws principles thereof.

 

11


(b) Entire Agreement/Amendments . Except as expressly set forth in this Agreement or in any definitive documentation regarding (1) Executive’s equity granted pursuant to the TDS Investor (Cayman) L.P. 2006 Interest Plan and the Travelport Worldwide Limited 2011 Equity Plan, as such plans are amended and/or restated from time to time (including without limitation the Management Equity Award Agreements relating to equity issued under such plans) and (2) Executive’s Award under the 2012 Executive Long-Term Incentive Plan, this Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company; provided, however, that this Agreement does not supersede any awards previously made to Executive under the 2011 Executive Supplemental Bonus Plan, which have been paid. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d) Severability . In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(e) Assignment . This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(f) Set Off; No Mitigation . The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

(g) Compliance with IRC Section 409A . Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits

 

12


hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 11(g); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

(h) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

(i) Notice . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company, addressed to:

Travelport, LP

300 Galleria Parkway

Atlanta, GA 30339

Attention: Eric Bock, Chief Legal Officer

Fax: (770) 563-7878

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in the Company’s records.

(j) Executive Representation . Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.

(k) Prior Agreements . Except as expressly set forth herein, upon the commencement of the Employment Term, this Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company and/or its affiliates regarding the terms and conditions of Executive’s employment with the Company and/or its affiliates including, without limitation, the May 29, 2009 and December 15, 2010

 

13


letter agreements between the Company (and, in certain respects, affiliates of the Company) and Executive (collectively, the “ Prior Agreements ”); provided, however, that this Agreement does not supersede or amend the Non-Competition Agreement or Non-Solicitation, Confidentiality and Intellectual Property Agreement that Executive signed on May 29, 2009. The Prior Agreements are hereby terminated upon the commencement of the Employment Term covered by this Agreement.

(l) Cooperation . Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder. The Company will reimburse Executive for any and all reasonable expenses reasonably incurred in connection with Executive’s compliance with this Section 11(l). This provision shall survive any termination of this Agreement.

(m) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(n) Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(o) Arbitration . Except as otherwise provided in Section 10 of this Agreement, any controversy, dispute, or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including, without limitation, the validity, scope, and enforceability of this section, may at the election of any party, be solely and finally settled by arbitration conducted in New York, New York, by and in accordance with the then existing rules for commercial arbitration of the American Arbitration Association, or any successor organization and with the Expedited Procedures thereof (collectively, the “Rules”). Each of the parties hereto agrees that such arbitration shall be conducted by a single arbitrator selected in accordance with the Rules; provided that such arbitrator shall be experienced in deciding cases concerning the matter which is the subject of the dispute. Any of the parties may demand arbitration by written notice to the other and to the Arbitrator set forth in this Section 11(o) (“Demand for Arbitration”). Each of the parties agrees that if possible, the award shall be made in writing no more than 30 days following the end of the proceeding. Any award rendered by the arbitrator(s) shall be final and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the parties hereto agrees to treat as confidential the results of any arbitration (including, without limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such results to any unauthorized person. The parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. In the event of any arbitration with regard to this Agreement, each party shall pay its own legal fees and expenses, provided, however, that the parties agree to share the cost of the Arbitrator’s fees.

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

TRAVELPORT, LP
By Travelport Holdings, LLC, as General Partner

/s/ Rochelle Boas

By:   Rochelle Boas
Title:   Senior Vice President & Secretary

 

As to Paragraph 7(c)(iii)(D) above only:
TDS INVESTOR (CAYMAN) L.P.
By: TDS Investor (Cayman) GP Ltd., its general partner

/s/ Rochelle Boas

By:

Title:

 

Rochelle Boas

Senior Vice President & Assistant Secretary

 

EXECUTIVE

/s/ Mark Ryan

Mark Ryan

 

15


Exhibit A – Form of General Release


AGREEMENT AND GENERAL RELEASE

Travelport Inc. (“Travelport”) and Travelport, LP (collectively, the “Company”) and [NAME OF EXECUTIVE] (hereinafter collectively with his heirs, executors, administrators, successors and assigns, “EXECUTIVE”), mutually desire to enter into this Agreement and General Release (“Agreement” or “Agreement and General Release”) and agree that:

The terms of this Agreement are the products of mutual negotiation and compromise between EXECUTIVE and the Company; and

The meaning, effect and terms of this Agreement have been fully explained to EXECUTIVE; and

EXECUTIVE is hereby advised, in writing, by the Company that he should consult with an attorney prior to executing this Agreement; and

EXECUTIVE is being afforded twenty-one (21) days from the date of this Agreement to consider the meaning and effect of this Agreement, and if it is executed more than twenty-one (21) days from the date of this Agreement, it shall be null and void; and

EXECUTIVE understands that he may revoke the general release of claims contained in paragraph 4 of this Agreement (“the General Release of Claims”) for a period of seven (7) calendar days following the day he executes this Agreement and the General Release of Claims shall not become effective or enforceable until the revocation period has expired, and no revocation has occurred. Any revocation within this period must be submitted, in writing, pursuant to the notice provision set forth in the Employment Agreement between Travelport, LP and EXECUTIVE and state, “I hereby revoke my acceptance of the General Release of Claims.” Said revocation must be personally delivered or mailed and postmarked within seven (7) calendar days of execution of this Agreement. In the event of a revocation of the General Release of Claims, the remainder of this Agreement shall remain in full force and effect; and

EXECUTIVE has carefully considered other alternatives to executing this Agreement and General Release of Claims.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 2 of 12

 

THEREFORE, EXECUTIVE and the Company, for the full and sufficient consideration set forth below, agree as follows:

1. EXECUTIVE’s employment shall be terminated effective on the Last Day of Employment, as defined in the attached Personal Statement of Termination Benefits. Following his Last Day of Employment, other than as set forth below or in the attached Personal Statement of Termination Benefits (which are provided pursuant to the [DATE] Employment Agreement between Travelport, LP and EXECUTIVE (the “Employment Agreement”) pursuant to the terms set forth therein), EXECUTIVE shall not be eligible for any other payments from the Company.

2. In full satisfaction of the Company’s obligations under Section 7(c)(iii) of the Employment Agreement, the Company agrees to provide EXECUTIVE with the benefits set forth in the attached Personal Statement of Termination Benefits under the captions “Accrued Rights”, “Severance Pay” and “Severance Benefits”. The Severance Pay and Severance Benefits are subject to EXECUTIVE’s continued compliance with the provisions of Section 8 and 9 of the Employment Agreement. EXECUTIVE understands and agrees that he would not receive the Severance Pay and Severance Benefits, except for his execution of this Agreement and the fulfillment of the promises contained herein, and that such consideration is greater than any amount to which he would otherwise be entitled as an employee of the Company.

3. Except as set forth in Section 8(b) of the Employment Agreement, the Company will also provide EXECUTIVE with a neutral reference to any entity other than the Released Parties. Upon inquiry to the Human Resources department, prospective employers (other than the Released Parties) will be advised only as to the dates of EXECUTIVE’s employment and his most recent job title. Last salary will be provided if EXECUTIVE has provided a written release for the same.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 3 of 12

 

4. Except as otherwise expressly provided by this Agreement or the right to enforce the terms of this Agreement, EXECUTIVE, of his own free will knowingly and voluntarily releases and forever discharges the Company, their current and former parents, and their shareholders, affiliates (including without limitation Orbitz Worldwide, Inc. and its subsidiaries), subsidiaries, divisions, predecessors, successors and assigns and the employees, officers, directors, advisors and agents thereof (collectively referred to throughout this Agreement as the “Released Parties”, or a “Released Party”) from any and all actions or causes of action, suits, claims, charges, complaints, promises demands and contracts (whether oral or written, express or implied from any source), or any nature whatsoever, known or unknown, suspected or unsuspected, which against the Released Parties EXECUTIVE or EXECUTIVE’s heirs, executors, administrators, successors or assigns ever had, now have or hereafter can shall or may have by reason of any matter, cause or thing whatsoever arising any time prior to the time EXECUTIVE executes this Agreement, including, but not limited to:

 

  a. any and all matters arising out of EXECUTIVE’s employment by the Company or any of the Released Parties and the termination of that employment, and that includes but is not limited to any claims for salary, allegedly unpaid wages, bonuses, commissions, retention pay, severance pay, vacation pay, or any alleged violation of the National Labor Relations Act, any claims for discrimination of any kind under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, any claims under the Employee Retirement Income Security Act of 1974 (except for benefits that are or become vested on or prior to the Last Day of Employment, which are not affected by this Agreement, including without limitation any benefits under the 401(k) Plan and the Deferred Compensation Plan, as each of such terms is defined in the attached Personal Statement of Termination Benefits, which the Company acknowledges are fully vested and which shall be paid in accordance with their respective terms and EXECUTIVE’s applicable payment elections), the Americans With Disabilities Act of 1990, the Fair Labor Standards Act (to the extent such claims can be released), the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Federal Family and Medical Leave Act (to the extent such claims can be released); and

 

  b. [APPLICABLE STATE(S) PROVISIONS]

 

  c. any other federal, state or local civil or human rights law, or any other alleged violation of any local, state or federal law, regulation or ordinance, and/or public policy, implied or expressed contract, fraud, negligence, estoppel, defamation, infliction of emotional distress or other tort or common-law claim having any bearing whatsoever on the terms and conditions and/or termination of his employment with the Company including, but not limited to, any statutes or claims providing for the award of costs, fees, or other expenses, including reasonable attorneys’ fees, incurred in these matters.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 4 of 12

 

Notwithstanding the foregoing release of claims in this paragraph of this Agreement (“General Release of Claims”):

d. Nothing in the release of claims in this paragraph shall impact EXECUTIVE’s equity granted pursuant to the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended and/or restated from time to time.

e. EXECUTIVE has a right to indemnification and advancement from and by the Company, to the extent in existence as of the date hereof pursuant to the Company’s by-laws, and such right to indemnification and advancement shall survive the termination of his employment in accordance with such by-laws and applicable law. By way of example, if EXECUTIVE is sued as a result of an authorized action he took as an employee or officer of the Company or any of their affiliates, the Company will advance to EXECUTIVE such sums as are necessary to defend such action (including reasonable retainers, attorneys fees, costs and expenses) as they become due and owing, and will indemnify EXECUTIVE for any judgment entered against him or reasonable settlement of the litigation.

f. The Company represents that it had Directors & Officers (“D&O”) insurance coverage, including “tail coverage”, during EXECUTIVE’s employment with the Company, and while he served as an officer for TDS Investor (Cayman) L.P and its subsidiaries, EXECUTIVE was covered under such D&O coverage for the period he served as an officer. EXECUTIVE shall continue to be entitled to the benefits of such coverage with respect to his services performed through the Last Day of Employment, subject to the applicable terms of the applicable policies. The D&O coverage provided by the Company will continue after the termination of EXECUTIVE’s employment and status as an officer, and the Company presently intends to continue such coverage indefinitely at existing levels.

5. EXECUTIVE also acknowledges that he does not have any current charge, claim or lawsuit against one or more of the Released Parties pending before any local, state or federal agency or court regarding his employment and his separation from employment. EXECUTIVE understands that nothing in this Agreement prevents him from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”) or any other federal, state or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement EXECUTIVE is giving up any right to monetary recovery that is based on any of the claims he has released. EXECUTIVE also understands that if he files such a charge or complaint, he has, as part of this Agreement, waived the right to receive any remuneration beyond what EXECUTIVE has received in this Agreement.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 5 of 12

 

6. EXECUTIVE shall not seek or be entitled to any personal recovery, in any action or proceeding that may be commenced on EXECUTIVE’s behalf in any way arising out of or relating to the matters released under this Agreement.

7. EXECUTIVE represents that he has not and agrees that he will not in any way disparage the Company or any Released Party, their current and former officers, directors and employees, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of any of the aforementioned parties or entities. Following the full execution of and the effective date of this Agreement, the Company will direct the then-current members of the Travelport Senior Leadership Team (“the SLT”) not to disparage EXECUTIVE and remind the SLT of the Company’s neutral reference policy; provided, however, that the Company’s obligation under this paragraph shall not be ongoing and will be fulfilled once the Company directs the SLT not to disparage EXECUTIVE and reminds them of the Company’s neutral reference policy.

8. EXECUTIVE understands that if this Agreement were not signed, he would have the right to voluntarily assist other individuals or entities in bringing claims against Released Parties. EXECUTIVE hereby waives that right and agrees that he will not provide any such assistance other than assistance in an investigation or proceeding conducted by the United States Equal Employment Opportunity Commission or other federal, state or local agency, or pursuant to a valid subpoena or court order. EXECUTIVE agrees that if such a request for assistance if by any agency of the federal, state or local government, or pursuant to a valid subpoena or court order, he shall advise the Company in writing of such a request no later than three (3) days after receipt of such request.

9. EXECUTIVE acknowledges and confirms that he has returned all Company property to the Company, including his identification card, and computer hardware and software, all paper or computer based files, business documents, and/or other records as well as all copies thereof, credit cards, keys and any other Company supplies or equipment in his possession. Finally, any amounts owed to the Company have been paid.

10. This Agreement is made in the State of [APPLICABLE STATE] and shall be interpreted under the laws of said State, without regard to conflicts of laws principles thereof. Its language shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. Should any provision of this Agreement be declared illegal or unenforceable by any court or arbitrator of competent jurisdiction and cannot be modified to be enforceable, including the General Release of Claims (as defined herein), such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. However, if as a result of any action initiated by EXECUTIVE, any portion of the


[EXECUTIVE] Agreement and General Release

[DATE]

Page 6 of 12

 

General Release of Claims (as defined herein) were ruled to be unenforceable for any reason, EXECUTIVE shall return consideration equal to the Severance Pay and Severance Benefits provided to EXECUTIVE under this Agreement.

11. EXECUTIVE agrees that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by the Company of any liability or unlawful conduct of any kind, all of which the Company denies.

12. This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement.

13. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between the parties other than the Employment Agreement and the Management Equity Award Agreements (including without limitation the post-employment restrictive covenants contained in the Employment Agreement and the Management Equity Award Agreements), which agreements shall continue to apply in accordance with their respective terms, except to the extent otherwise specifically provided herein. For the avoidance of doubt, Section 11(o) (“Arbitration”) of the Employment Agreement shall continue to apply to disputes between the parties under the Employment Agreement, and shall apply to any disputes under this Agreement as well, subject to the exclusion set forth in Section 11(o) of the Employment Agreement regarding the enforcement of post-employment restrictive covenants pursuant to Section 10 of the Employment Agreement. [In addition, EXECUTIVE shall keep this Agreement confidential pursuant to Section 9(a)(iii) of the Employment Agreement.]

14. EXECUTIVE agrees to cooperate with and, consistent with his other employment obligations, to make himself reasonably available to Travelport Limited and its General Counsel, as the Company may reasonably request, to assist it in any matter regarding Travelport or its affiliates, subsidiaries, and predecessors, including giving truthful testimony in any potential or filed litigation, arbitration, mediation or similar proceeding litigation involving Travelport and its affiliates, subsidiaries, and their predecessors, over which EXECUTIVE has knowledge or information. The Company will reimburse EXECUTIVE for any and all reasonable expenses reasonably incurred in connection with EXECUTIVE’s compliance with this paragraph.

15. In consideration for the Severance Pay and Severance Benefits being provided to EXECUTIVE pursuant to this Agreement, EXECUTIVE warrants and affirms to Travelport that he has at all times conducted himself as a fiduciary of, and with sole regard to that which is in


[EXECUTIVE] Agreement and General Release

[DATE]

Page 7 of 12

 

best interests of, Travelport and its affiliates and their predecessors. He affirms that in conducting business for Travelport and its affiliates and their predecessors, he has done so free from the influence of any conflicting personal or professional interests, without favor for or regard of personal considerations, and that he has not in any material respect violated the Travelport Code of Business Conduct & Ethics (“Travelport Code”). Toward that end, EXECUTIVE understands that this affirmation is a material provision of this Agreement, and, should the Company reasonably determine that, during his employment with the Company, EXECUTIVE has engaged in material business practices inconsistent with the affirmation set forth herein then EXECUTIVE agrees that he shall have committed a material breach of this Agreement, and the Severance Pay and Severance Benefits provided to EXECUTIVE under this Agreement shall not have been earned. In that case, EXECUTIVE shall be liable for the return of consideration equal to such payments and benefits. A determination by the Company pursuant to this paragraph 15 shall not be reasonable if it is later invalidated by a final decision of an arbitrator or court of competent jurisdiction that is not the subject of appeal.

THE PARTIES HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND GENERAL RELEASE AND ARE MUTUALLY DESIROUS OF ENTERING INTO SUCH AGREEMENT AND GENERAL RELEASE. EXECUTIVE UNDERSTANDS THAT THIS DOCUMENT SETTLES, BARS AND WAIVES ANY AND ALL CLAIMS HE HAD OR MIGHT HAVE AGAINST THE COMPANY; AND HE ACKNOWLEDGES THAT HE IS NOT RELYING ON ANY OTHER REPRESENTATIONS, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE. IF THIS DOCUMENT IS RETURNED EARLIER THAN 21 DAYS FROM THE LAST DATE OF EMPLOYMENT, THEN EXECUTIVE ADDITIONALLY ACKNOWLEDGES AND WARRANTS THAT HE HAS VOLUNTARILY AND KNOWINGLY WAIVED THE 21 DAY REVIEW PERIOD, AND THIS DECISION TO ACCEPT A SHORTENED PERIOD OF TIME IS NOT INDUCED BY THE COMPANY THROUGH FRAUD, MISREPRESENTATION, A THREAT TO WITHDRAW OR ALTER THE OFFER PRIOR TO THE EXPIRATION OF THE 21 DAYS, OR BY PROVIDING DIFFERENT TERMS TO EMPLOYEES WHO SIGN RELEASES PRIOR TO THE EXPIRATION OF SUCH TIME PERIOD.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 8 of 12

 

THEREFORE, the parties to this Agreement and General Release now voluntarily and knowingly execute this Agreement.

 

    EXECUTIVE
   

 

Signed and sworn before me      
this      day of             ,                   

 

     
Notary Public      
    TRAVELPORT, LP
    By Travelport Holdings, LLC, as General Partner
    By:  
    Name:  
    Title:  

Signed and sworn to before me

this      day of             ,             

     

 

     
Notary Public      


[EXECUTIVE] Agreement and General Release

[DATE]

Page 9 of 12

 

PERSONAL STATEMENT OF TERMINATION BENEFITS

Date: MONTH DAY, YEAR

 

EXECUTIVE NAME:    NAME
   (“you”, “your” or “EXECUTIVE”)
LAST DAY OF EMPLOYMENT:    MONTH DAY, YEAR

ACCRUED RIGHTS:

As set forth as Section 7(c)(iii)(A) and Section 7(a)(iii)(A)-(C) of the Employment Agreement, you will receive the following basic benefits following the termination of your employment:

 

   

Base Salary through your Last Day of Employment;

 

   

Reimbursement of unreimbursed business expenses pursuant to Travelport policy; and

 

   

Employee Benefits pursuant to employee benefit plans of the Company through the Last Day of Employment.

SEVERANCE PAY (“Severance Pay”):

Pursuant to and subject to Section 7(c)(iii)(B) of the Employment Agreement, you will receive the following payments following the termination of your employment:

Payment of one (1) times the Base Salary [(plus, in the event Executive is terminated without Cause or resigns as a result of a Constructive Termination, in either case within eighteen (18) months following a Change in Control, as defined in the TDS Investor (Cayman) L.P. Agreement of Exempted Limited Partnership, as amended and/or restated from time to time, a pro rata portion of any Annual Bonus at Target for the year of termination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment and for which Executive was not otherwise eligible for or received a bonus under Section 4)]. The Severance Pay shall be paid in a lump sum as soon as practicable following the effective date of this Agreement and General Release, but no later than sixty (60) days after the Last Day of Employment. For the avoidance of doubt, you will not be an employee of the Company with respect to any of these payment(s) and thus will not be eligible for the benefits that employees are


[EXECUTIVE] Agreement and General Release

[DATE]

Page 10 of 12

 

eligible to receive, including without limitation participation in the Travelport Employee Savings Plan (“the 401(k) Plan”) and the Travelport Officer Deferred Compensation Plan (“the Deferred Compensation Plan”).

SEVERANCE BENEFITS (“Severance Benefits”):

Pursuant to and subject to Section 7(c)(iii)(B) of the Employment Agreement, you will receive the following payments and benefits following the termination of your employment:

HEALTH AND WELFARE BENEFITS:

Continued participation for twelve (12) months at active employee rates; provided, however, that if you are eligible for another employer’s group health plan coverage prior to the end of this period, the Company shall not be responsible for any further payments; provided, further, however, that the Company may, in its sole discretion, provide you with a lump sum payment in lieu of providing a COBRA subsidy. This period shall run concurrently with COBRA, and after the end of this subsidy, you will be responsible for the full payment of any COBRA premiums through the remainder of your eligibility. To the extent that these benefits are taxable to you under Section 105(h) of the Internal Revenue Code or is subject to any other taxation or penalties under law, the Company will provide a gross-up to you to cover any taxes or other penalties due from you on such benefits.

FINANCIAL PLANNING BENEFITS:

Continued participation for twelve (12) months following your Last Day of Employment. The Company shall gross-up any payments on such benefits that are taxable to you.

OUTPLACEMENT BENEFITS:

You will be provided with executive outplacement assistance through [NAME OF VENDOR] or another mutually-agreed outplacement vendor, at a level consistent with Company policy. Details regarding this executive outplacement assistance will be provided to you under separate cover.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 11 of 12

 

Unless otherwise defined herein, all capitalized terms set forth above shall have the meaning set forth in the Employment Agreement. In the event of Executive’s death or disability after the Last Day of Employment, Executive’s estate and beneficiaries, as applicable, shall receive the pay and benefits (or remaining portion thereof) the set forth in this Personal Statement of Termination Benefits, subject to Executive’s (or his estate’s) execution, delivery, and non-revocation of the General Release of Claims within the applicable time period.

POST-EMPLOYMENT RESTRICTIVE COVENANTS (as set forth in Employment Agreement and Management Equity Award Agreements):

 

Non-competition:    One (1) or two (2) years from Last Day of Employment
Non-solicitation of clients and employees:    One (1) or two (2) years from Last Day of Employment
Confidential Information:    No time limit
Intellectual Property:    No time limit

For the avoidance of doubt, the term “affiliates” in the post-employment restrictive covenants in the Employment Agreement and your Management Equity Award Agreements only include entities owned by The Blackstone Group to the extent such entities are engaged in the same businesses of Travelport Limited and its subsidiaries as of the Last Day of Employment.

EQUITY:

You will remain the owner of certain Class A-2 Interests, subject to the terms of the applicable Management Equity Award Agreement, the TDS Investor (Cayman) L.P. Agreement of Limited Partnership (as amended and/or restated from time to time), the TDS Investor (Cayman) Interest Plan (as amended and/or restated from time to time), and any other definitive documentation entered into by you and TDS Investor (Cayman) L.P. regarding your equity in TDS Investor (Cayman) L.P.

You will also remain owner of certain shares issued under the Travelport Worldwide Limited 2011 Equity Plan, subject to the terms of the applicable Management Equity Award Agreement(s), the Travelport Worldwide Limited 2011 Equity Plan (as amended and/or restated from time to time) and any other definitive documentation entered into by you and Travelport Worldwide Limited regarding your equity in Travelport Worldwide Limited.


[EXECUTIVE] Agreement and General Release

[DATE]

Page 12 of 12

 

TAX ISSUES:

As set forth in Section 11(g) of the Employment Agreement, this Personal Statement of Termination Benefits is intended to comply with the requirements of Section 409A of the Internal Revenue Code (“ Section 409A ”) and regulations promulgated thereunder. To the extent that any provision in this Agreement and General Release is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments under this Agreement and General Release shall not be subject to an excise tax under Section 409A. Notwithstanding anything contained in this Agreement and General Release to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees”, any payment on account of your separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until no later than the first full pay period following the first business day of the seventh month following your separation from service. In addition, notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of causing any amount due under this Agreement and General Release to be made unless you would be considered to have incurred a “termination of employment” from the Company and its affiliates within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). For purposes of the Employment Agreement and this Personal Statement of Termination Benefits, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. All amounts provided above will be subject to applicable taxes, deductions and withholding.

Exhibit 10.31

 

LOGO

December 3, 2012

Mark Ryan

Chief Information Officer

Travelport GDS

Dear Mark:

This letter agreement (“ Letter Agreement ”) will amend the December 16, 2011 employment agreement between you and Travelport, LP (the “ Employment Agreement ”) as well as certain Management Equity Award Agreements with TDS Investor (Cayman) L.P. and Travelport Worldwide Limited, as set forth in more detail below (collectively, the “ Management Equity Award Agreements ”).

 

  1. Section 7(c)(iii)(B) of the Employment Agreement is amended by deleting the current language in its entirety and replacing it with the following language:

subject to Executive’s execution, delivery, and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to continued compliance with the provisions of Sections 8 and 9, (x) payment of (i) one (1) times the Base Salary plus (ii) a pro rata portion of any Annual Bonus at Target in the year of termination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment and for which Executive was not otherwise eligible for or received a bonus under Section 4 hereof; and (y) the severance benefits provided for in the General Release for the period set forth therein (or a lump sum equivalent of such benefits). The Severance Pay shall be paid in a lump sum as soon as practicable following the effective date of the General Release, but no later than sixty (60) days after the termination of Executive’s employment ( i.e. the Last Day of Employment, as defined in the General Release); provided that the aggregate amount described in this clause (B) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates); and

 

  2. Section 3.1(e) of the August 18, 2010 Management Equity Award Agreement between you and TDS Investor (Cayman) L.P. is amended by deleting the current language in its entirety and replacing it with the following language:

 

  (e) Notwithstanding the foregoing in the event that:

(i) a Change of Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested in the unvested Restricted Equity Units at Target (including, for the avoidance of doubt, any Restricted Equity Units that remain unvested due to the failure in any prior calendar year(s) to achieve the Annual Goals at Target) immediately prior to such Change of Control (and such Restricted Equity Units shall automatically convert to Vested Restricted Equity Units hereunder) and any Restricted Equity Units that remain unvested after such conversion shall be forfeited;


(ii) Executive’s employment with the Company is terminated by the Company other than for Cause, by Executive as the result of a Constructive Termination, or as a result of death or Disability, Executive shall be deemed to have vested in the unvested Restricted Equity Units that would have vested (and such Restricted Equity Units shall be treated as Vested Restricted Equity Units hereunder) assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (“Accelerated Vesting Date”), (2) that the award vests ratably on a monthly basis beginning on the prior Vesting Date through the Accelerated Vesting Date over the remainder of the performance period that ends on December 31, 2013, and (3) performance at Target. (Given the date of this Letter Agreement and the vesting schedule for Restricted Equity Units under this Agreement, if Executive’s employment is termination pursuant to this Section 3(e)(ii), all Unvested Restricted Equity Units will vest at Target.) Any Restricted Equity Units that remain unvested after the application of this Section 3(e)(ii) shall be forfeited; and

(iii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(e)(ii), Executive shall have no right to further vesting of the Restricted Equity Units that are Unvested Restricted Equity Units (and such Restricted Equity Units shall be forfeited on such termination of employment).

 

  3. The following definition is added to Section 1 (entitled “ Definitions ”) of the August 18, 2010 Management Equity Award Agreement between you and TDS Investor (Cayman) L.P.:

“Constructive Termination” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Constructive Termination” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of the Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement or (D) the primary business office for Executive being relocated by more than 50 miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

 

  4. Section 3.1(b) of the December 16, 2011 Management Equity Award Agreement between you and Travelport Worldwide Limited is amended by deleting the current language in its entirety and replacing it with the following language:

 

  (b) Notwithstanding the foregoing, in the event that:

(i) a Change in Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested in the

 

2


unvested Restricted Share Units immediately prior to such Change in Control (and such unvested Restricted Share Units shall automatically convert to Vested Restricted Share Units hereunder);

(ii) Executive’s employment with the Company is terminated by the Company other than for Cause, by Executive as the result of a Constructive Termination, or as a result of death or Disability, Executive shall be deemed to have vested in the unvested Restricted Share Units that would have vested (and such Restricted Shares Units shall be treated as Vested Restricted Share Units hereunder) assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment and (2) that the award vests ratably on a monthly basis beginning on January 1, 2012 through January 1, 2014. (Given the date of this Letter Agreement and the vesting schedule for Restricted Share Units under this Agreement, if Executive’s employment is termination pursuant to this Section 3(b)(ii), all Unvested Restricted Share Units will vest.); and

(iii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(b)(ii), Executive shall have no right to further vesting of the Restricted Share Units that are Unvested Restricted Share Units (and such Restricted Share Units shall be forfeited on such termination of employment).

 

  5. Section 3.1(e) of the May 21, 2012 Management Equity Award Agreement between you and Travelport Worldwide Limited is amended by deleting the current language in its entirety and replacing it with the following language:

 

  (e) Notwithstanding the foregoing, in the event that:

(i) a Change in Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested in the unvested Restricted Share Units at Target (including, for the avoidance of doubt, any Restricted Share Units that remain unvested due to the failure in any prior calendar year(s) to achieve the Annual Goals at Target) immediately prior to such Change in Control (and such Restricted Share Units shall automatically convert to Vested Restricted Share Units hereunder) and any Restricted Share Units that remain unvested after such conversion shall be forfeited;

(ii) Executive’s employment with the Company is terminated by the Company other than for Cause, by Executive as the result of a Constructive Termination, or as a result of death or Disability, Executive shall be deemed to have vested in the unvested Restricted Share Units that would have vested (and such Restricted Share Units shall be treated as Vested Restricted Share Units hereunder) assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (“Accelerated Vesting Date”), (2) that the award vests ratably on a monthly basis beginning on the prior Vesting Date through the Accelerated Vesting Date over the remainder of the performance period that ends on December 31, 2015, and (3) performance at Target. Any Restricted Share Units that remain unvested after the application of this Section 3(e)(ii) shall be forfeited; and

(iii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(e)(ii), Executive

 

3


shall have no right to further vesting of the Restricted Share Units that are Unvested Restricted Share Units (and such Restricted Share Units shall be forfeited on such termination of employment).

Except as expressly set forth above, these amendments take effect upon the parties’ execution of this Letter Agreement. Except as expressly amended herein, the Employment Agreement and the Management Equity Award Agreements remain in full force and effect as written.

Please indicate your acceptance of these terms by signing below.

Very truly yours,

 

As to paragraph 1 above only:

Travelport, LP

By Travelport Holdings, LLC,

as General Partner

By:  
Signature:  

/s/ Rochelle Boas

Name:  

Rochelle Boas

Title:  

Senior Vice President & Secretary

As to paragraphs 2 and 3 above only:
TDS Investor (Cayman) L.P.

By: TDS Investor (Cayman) GP Ltd.,

its general partner

By:
Signature:  

/s/ Rochelle Boas

Name:  

Rochelle Boas

Title:   Senior Vice President & Assistant Secretary
As to paragraphs 4 and 5 only above only:
Travelport Worldwide Limited
By:  
Signature:  

/s/ Rochelle Boas

Name:  

Rochelle Boas

Title:   Senior Vice President & Assistant Secretary
ACCEPTED AND AGREED TO:

/s/ Mark Ryan

Mark Ryan

 

4

Exhibit 10.32

D ATED

26 November 2012

C OMPROMISE AGREEMENT

between

T RAVELPORT I NTERNATIONAL L IMITED

and

L EE G OLDING


THIS AGREEMENT is dated 26 November 2012

P ARTIES

 

(1) Travelport International Limited, incorporated and registered in England and Wales with company number 01254977 whose registered office is at Axis One, Axis Park, 10 Hurricane Way, Langley, Berkshire, SL3 8AG ( Company ).

 

(2) Lee Golding of Axis One, Axis Park, 10 Hurricane Way, Langley, Berkshire, SL3 8AG ( Employee ).

 

(3) TDS Investor (Cayman) L.P., a Cayman Islands limited partnership whose registered office is at Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands, acting by TDS Investor (Cayman) G.P. Ltd, a Cayman Islands company whose registered office is at Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands, being a party to this Agreement only in relation to clause 12.3.

B ACKGROUND

 

(A)

The Employee has been employed by the Company since 30 th  September 2002, most recently as Executive Vice President Human Resources under a contract dated 2 nd  October 2009.

 

(B)

The Employee is hereby given notice effective 1 st  January 2013 that her employment with the Company shall terminate on 12th April 2013.

 

(C) The parties have entered into this Agreement to record and implement the terms on which they have agreed to settle any claims which the Employee has or may have in connection with her employment or its termination or otherwise against any Group Company (as defined below) or their officers or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this Agreement, and including, in particular, the statutory complaints which the Employee raises in this Agreement.

 

(D) The parties intend this Agreement to be an effective waiver of any such claims and to satisfy the conditions relating to compromise agreements in the relevant legislation.

 

(E) The Company enters into this Agreement for itself and as agent and trustee for all Group Companies and it is authorised to do so. It is the parties’ intention that each Group Company should be able to enforce any rights it has under this Agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

 

1


A GREED TERMS

 

1. I NTERPRETATION

 

1.1 The definitions in this clause apply in this Agreement.

Adviser: Michael-Jon Andrews of Barlow Robbins LLP, 165 Church Street East, Woking, Surrey GU21 6HJ.

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, products, affairs and finances of any Group Company for the time being confidential to any Group Company and trade secrets including, without limitation, enterprise strategies, product strategy, product roadmaps, strategic third party engagements, technical data, HR Information, succession plans, executive compensation arrangements (to the extent not publically available) and know-how relating to the business of any Group Company or any of their suppliers, clients, customers, agents, distributors, shareholders or management, including (but not limited to) information that the Employee created, developed, received or obtained in connection with her employment, whether or not such information (if in anything other than oral form) is marked confidential.

Contract of Employment: the contract of employment between the Employee and the Company dated 2 nd  October 2009.

Copies: copies or records of any Confidential Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) including, without limitation, extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information.

Group: the Company and the other Group Companies from time to time and each or any of them.

Group Company: the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.

HR Information : all and any information (whether or not recorded in documentary form or on computer disk or tape) relating to the human resources function past or present of a Group Company.

Subsidiary and Holding Company: in relation to a company mean “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(b) and

 

2


(c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee.

Termination Date: 12 th  April 2013.

 

1.2 The headings in this Agreement are inserted for convenience only and shall not affect its construction.

 

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

 

1.4 A reference to one gender includes a reference to other genders.

 

1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

 

1.6 The schedules to this Agreement form part of (and are incorporated into) this Agreement.

 

2. A RRANGEMENTS PRIOR TO AND ON TERMINATION

 

2.1 The Employee’s employment with the Company shall terminate on the Termination Date.

 

2.2

In the period from the date of this Agreement to the Termination Date the Employee will, unless directed otherwise in writing by the Company, attend the Company’s offices, carry out her duties in the normal way and provide support with any transition in relation to her role. Without any obligation on the Company’s part, it is the Company’s expectation that during the latter stages of the notice period from 1 st  January 2013 to the Termination Date, the Employee will transition to a “special advisor” role for the balance of the period through to the Termination Date, with the date of such transition, the Employee’s access to Company systems and facilities, and the Employee’s duties, all to be solely at the discretion of the Company. For the avoidance of doubt, the Company may decide to place the Employee in the “garden” as detailed in clause 16.3.1 of the Contract of Employment.

 

2.3 The Company shall pay the Employee her salary and shall pay her employer’s pension contributions up to the Termination Date in the usual way. The Company shall deduct from the final salary payment any outstanding sums due from the Employee to any Group Company.

 

3


2.4 The Company shall continue to provide all of the Employee’s contractual and non-contractual benefits in the usual way up to the Termination Date (save in relation to bonus arrangements which are as set out in this Agreement).

 

2.5 In the period from the date of this Agreement to the Termination Date, the Employee will take all holiday entitlement accruing to her in the period prior to the Termination Date to the effect that the Employee has no outstanding holiday entitlement as at the Termination Date.

 

2.6 In accordance with clause 16.6 of the Contract of Employment the Company shall make a payment to the Employee of £162,123.29 by way of a payment in lieu of the balance of her 12 month notice period. This payment shall be made by bank transfer within 14 days after the Termination Date or receipt by the Company of a copy of this Agreement and the supplemental agreement referred to in clause 8.5 in each case signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Schedule 2, whichever is later.

 

2.7 The Company shall make a payment to the Employee of £123,750 in full and final settlement of her discretionary 2012 bonus. This payment shall be made by bank transfer within 14 days after the Termination Date or receipt by the Company of a copy of this Agreement and the supplemental agreement referred to in clause 8.5 in each case signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Schedule 2, whichever is later.

 

2.8 The payments and benefits in this clause 2 shall be subject to the income tax and employee’s national insurance contributions that the Company is obliged by law to pay or deduct.

 

2.9 The Employee shall submit on or before the Termination Date her expenses claims in the usual way and the Company shall reimburse the Employee for any expenses properly incurred before the Termination Date in the usual way.

 

3. T ERMINATION  & O THER PAYMENTS

 

3.1

The Company shall pay to the Employee by way of compensation for the termination of her employment an ex-gratia compensatory payment of £190,300 ( Termination Payment ). This payment shall be made by bank

 

4


  transfer to the Employee within 14 days after the Termination Date or receipt by the Company of a copy of this Agreement and the supplemental agreement referred to in clause 8.5, in each case signed by the Employee, and receipt by the Company of a letter from the Adviser as set out in Schedule 2, whichever is later.

 

3.2 The Company and the Employee believe that the first £30,000 of the Termination Payment will be payable without deduction, although the Company gives no warranty in this respect. The remainder of the Termination Payment will be subject to deductions for income tax at the applicable rate. The Employee shall be responsible for any further income tax and employee’s National Insurance contributions due in respect of the Termination Payment.

 

3.3 The Company shall, within 14 days after the Termination Date or receipt by the Company of a copy of this Agreement and the supplemental agreement referred to in clause 8.5, in each case signed by the Employee, and receipt by the Company of a letter from the Adviser as set out in Schedule 2, whichever is later, make a payment to the Employee of £272,157.53, subject to deduction for income tax and employee’s national insurance contributions, in full satisfaction of clause 16.7 of the Contract of Employment.

 

3.4 The Company shall, within 14 days after the Termination Date or receipt by the Company of a copy of this Agreement and the supplemental agreement referred to in clause 8.5, in each case signed by the Employee, and receipt by the Company of a letter from the Adviser as set out in Schedule 2, whichever is later, make a payment of up to £45,000 without deductions for tax or national insurance contributions directly into the Employee’s approved pension scheme with Scottish Widows, Policy Number 2960801 subject always to the Employee notifying the Company of the precise amount to be paid no later than the Termination Date. If the Employee notifies the Company that an amount less than £45,000 is to be paid directly into the aforementioned pension scheme, then the balance between the sum so paid and £45,000 shall be added to the Termination Payment and paid in accordance with clause 3.1 above.

 

3.5 Any payment that the Company is obliged to pay the Employee under clauses 2 or 3 above, shall be paid in advance of the Company preparing and issuing the Employee’s P45.

 

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4. L EGAL F EES , T AX A DVICE AND O UTPLACEMENT

 

4.1 The Company shall pay the reasonable legal fees (up to a maximum of £6,000 plus VAT) incurred by the Employee in obtaining advice on the termination of her employment and the terms of this Agreement, such fees to be payable to the Adviser’s firm within 14 days after production to the Company or its Solicitors of an invoice addressed to the Employee but marked as being payable by the Company.

 

4.2 The Employee shall be provided with the services of the Company’s appointed tax advisors to a maximum value of £3,500 plus VAT per annum to be paid by the Company for the 2012 / 2013 and 2013 / 2014 tax years.

 

4.3 The Company shall bear the costs of the Employee undertaking outplacement support via the Company’s chosen outplacement supplier at the level applicable for Executives, such support being the Chiumento Amber service.

 

5. W AIVER OF CLAIMS

 

5.1 The Employee agrees that the terms of this Agreement are offered by the Company without any admission of liability on the part of the Company or any Group Company and are in full and final settlement of all and any claims:

 

  (a) for wrongful dismissal or any other claim for a breach of an express or implied term of the Employee’s contract of employment or related contractual arrangements, including, but not limited to any claims that the Employee may have due to the termination of her employment or under any bonus plan or any other deferred compensation scheme;

 

  (b) for unfair dismissal under Part X of the Employment Rights Act 1996, including, but not limited to any claim for unfair dismissal under s.98, s.98(A), s.103A or s.105(6A) of the Employment Rights Act 1996;

 

  (c) in relation to any detriment on the grounds of making a protected disclosure under s.47(B) of the Employment Rights Act 1996;

 

  (d) in relation to an unauthorised deduction from wages or unauthorised payment, under section 23 of the Employment Rights Act 1996;

 

  (e) for a statutory redundancy payment, under section 163 of the Employment Rights Act 1996;

 

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  (f) for pregnancy or maternity discrimination, direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, pregnancy or maternity or gender reassignment under section 120 of the Equality Act 2010 and/or direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, gender reassignment, pregnancy or maternity under section 63 of the Sex Discrimination Act 1975; and

 

  (g) arising from any other rights of action that the Employee has or may have against any Group Company or their officers or employees whether arising out of her employment with the Company or its termination or from events occurring after this Agreement has been entered into, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this Agreement in any jurisdiction and including, but not limited to, the claims specified in Schedule 1 (each of which is hereby intimated and waived).

 

5.2 The waiver in clause 5.1 shall not apply to the following:

 

  (a) any claims by the Employee to enforce this Agreement;

 

  (b) any personal injury claims of which the Employee is not aware at the date of this Agreement; and

 

  (c) any claims in relation to accrued pension entitlements.

 

5.3 The Employee warrants that:

 

  (a) before entering into this Agreement she received independent advice from the Adviser as to the terms and effect of this Agreement and, in particular, on its effect on her ability to pursue any complaint before an employment tribunal or other court;

 

  (b) the Adviser has confirmed to the Employee that they are a solicitor of the Senior Courts of England and Wales holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by the Employee in respect of any loss arising in consequence of their advice;

 

  (c) the Adviser shall sign and deliver to the Company a letter in the form attached as Schedule 2 to this Agreement;

 

  (d) before receiving the advice she disclosed to the Adviser all facts or circumstances that may give rise to a claim by her or anyone acting on her behalf against any Group Company or their officers or employees and that she is not aware of any other facts or circumstances that may give rise to any such claim against any Group Company or their officers or employees other than those claims specified in clause 5.1; and

 

  (e) the only claims that she has or may have against any Group Company or their officers or employees relating to her employment with the Company or its termination are specified in clause 5.1.

 

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The Employee acknowledges that the Company acted in reliance on these warranties when entering into this Agreement.

 

5.4 The Employee acknowledges that the conditions relating to compromise agreements under section 147 of the Equality Act 2010, section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004 and paragraph 12 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 and have been satisfied.

 

5.5 The parties are entering into this Agreement on the understanding and belief that it satisfies the conditions for regulating compromise agreements as required by the Acts and Regulations set out in 5.4 above.

 

5.6 The waiver in clause 5.1 shall have effect irrespective of whether or not, at the date of this Agreement, the Employee is or could be aware of such claims or have such claims in her express contemplation (including such claims of which the Employee becomes aware after the date of this Agreement in whole or in part as a result of new legislation or the development of common law or equity).

 

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5.7 The Employee agrees that, except for the payments and benefits provided for in this Agreement, and subject to the waiver in clause 5.1, she shall not be eligible for any further payment from any Group Company relating to her employment or its termination and without limitation to the generality of the foregoing, she expressly waives any right or claim that she has or may have to payment of bonuses (including without limitation the Travelport 2012 Performance Bonus Plan and the Travelport 2013 Performance Bonus Plan (or equivalent scheme to be put in place)), any benefit or award programme or grant of equity interest, or to any other benefit, payment or award she may have received had her employment not terminated.

 

6. E MPLOYEE INDEMNITIES

 

6.1 The Employee shall indemnify the Company on a continuing basis in respect of any income tax or employee’s national insurance contributions in respect of the payments and benefits in clause 3.1 (and any related interest, penalties, costs and expenses incurred as a result of the default or delay of the Employee but excluding any related interest, penalties, costs and expenses incurred as a result of the default or delay of any Group Company) and elsewhere in this Agreement. The Company shall give the Employee reasonable notice of any demand for tax which may lead to liabilities on the Employee under this indemnity and shall provide her with reasonable access to any documentation she may reasonably require to dispute such a claim and reasonable opportunity to do so before the Company makes any claim or demand under this indemnity (provided that nothing in this clause shall prevent the Company from complying with its legal obligations with regard to HM Revenue and Customs or other competent body).

 

6.2 The Employee acknowledges that the Company is relying upon the warranties and representations made by the Employee in this Agreement for both the benefit of itself and any other Group Company. In the event that the Employee shall institute any action, claim or proceedings in the Employment Tribunal or any other court against the Company or any other Group Company or any of their officers, employees or agents in respect of her employment or the termination of it (for the avoidance of doubt, excluding any claim falling within clause 5.2 above) (“the Proceedings”), then the Employee agrees that she will repay to the Company (after any deductions of tax and national insurance contributions) forthwith an amount equal to the lowest of:

 

  (a) the total payment made to the Employee under clause 3.1;

 

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  (b) the total amount claimed by the Employee in the Proceedings, if any; and

 

  (c) the maximum amount of compensation which could be awarded in respect of the Proceedings, if any

(and, for the avoidance of doubt, if there are no sums under sub-clauses 6.2(b) and 6.2(c), then the sum referred to in clause 6.2(a) shall be the lowest).

 

6.3 Notwithstanding clause 6.2 above, if the Employee commences proceedings in respect of any claims compromised or intended to be compromised by this Agreement, including for the avoidance of doubt the claims listed in 5.1(a) to 5.1(e) above and listed in Schedule 1, the Employee shall indemnify the Company and any Group Company in respect of any award of compensation or damages made in her favour together with all reasonable costs and expenses incurred in defending the claim. This indemnity shall not apply to any claim the Employee is permitted to pursue pursuant to clause 5.2.

 

6.4 Further, if the Employee commences proceedings in respect of any claims compromised or intended to be compromised by this Agreement, including for the avoidance of doubt the claims listed in 5.1(a) to 5.1(e) above and listed in Schedule 1 and the Employee is awarded damages, the Termination Payment and any other sums paid to the Employee under this Agreement can be set off against the award of damages and the Employee will indemnify the Company and any Group Company for all the reasonable legal costs incurred in respect of defending her claims.

 

7. R ETURN OF COMPANY PROPERTY

 

7.1 The Employee shall, before the Termination Date, return to the Company:

 

  (a) all Confidential Information and Copies;

 

  (b) all property belonging to the Company in satisfactory condition including (but not limited to) any car (together with the keys and all documentation relating to the car), fuel card, company credit card, keys, security pass, identity badge, mobile telephone, pager, lap-top computer or fax machine; and

 

  (c) all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by her during her employment with the Company or relating to the business or affairs of any Group Company or their business contacts, in the Employee’s possession or under her control to Gordon Wilson, the President and CEO of the Company, or his designee.

 

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7.2 The Employee shall, before the Termination Date, delete irretrievably any information relating to the business of any Group Company that she has stored on any magnetic or optical disk or memory device and all matter derived from such sources which is in her possession or under her control outside the premises of the Company.

 

7.3 The Employee shall, if requested to do so by the Company, provide a signed statement that she has complied fully with her obligations under clause 7.1 and clause 7.2.

 

7.4 The Employee shall be permitted to retain her Company mobile telephone number and to that end the Company shall release to her no later than 14 days before the Termination Date the relevant Porting Authorisation Code and provide any written consent or other reasonable assistance to the Employee to enable her to transfer the telephone number to another telephone and/or for it be registered with her chosen network operator.

 

8. E MPLOYEE WARRANTIES AND ACKNOWLEDGMENTS

 

8.1 As at the date of this Agreement, the Employee warrants and represents to the Company that there are no circumstances of which the Employee is aware which would amount to a repudiatory breach by the Employee of any express or implied term of the Contract of Employment which would entitle (or would have entitled) the Company to terminate the Employee’s employment without notice or payment in lieu of notice.

 

8.2 The Employee warrants that, as at the date of this Agreement, she has not received or accepted any offer which will provide her with any form of earned income or benefits at any time after the Termination Date.

 

8.3 The Employee agrees to make herself reasonably available to, and to cooperate reasonably with, the Company (via Travelport’s Chief Legal Officer) or its advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings relating to any facts or matters within her knowledge as a result of her employment with the Company. The Employee acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall meet all expenses to be properly and reasonably incurred by the Employee in complying with her obligations under this clause.

 

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8.4 Other than as expressly provided for or referred to in this Agreement, the Employee acknowledges and agrees that she is not entitled to any further payment from the Company relating to her employment or its termination nor any compensation for the loss of any rights or benefits whether under any cash award programme, share option, bonus, long-term incentive plan or other profit sharing or remuneration scheme operated by any Group Company in which she may participate or have participated in the past, and she expressly waives all and any rights that she may have in this respect.

 

8.5 The Employee warrants and agrees that she shall within 5 working days of the Termination Date re-execute a copy of this Agreement, mutatis mutandis in the same form (save that the Company may include within clause 5.1 above any claims which the Employee has intimated or which have arisen, in either case between the date of this Agreement and the Termination Date) and provide the Company with a copy of the re-executed Agreement and shall procure that the Adviser shall advise her in the terms of the Adviser’s Certificate and provide the Company with a further signed copy of the Adviser’s Certificate. Neither the Employee nor the Adviser shall be entitled to any further payment from the Company in complying with this clause 8.5.

 

8.6 As at the date of this Agreement, the Company warrants and represents to the Employee that: (a) there are no circumstances of which Gordon Wilson, the President and CEO of the Company, is aware which would amount to a repudiatory breach by the Employee of any express or implied term of the Contract of Employment which would entitle (or would have entitled) the Company to terminate the Employee’s employment without notice or payment in lieu of notice; and (b) Gordon Wilson, the President and CEO of the Company, is not aware of any other circumstances that could give rise to any other claim against the Employee or that would constitute a breach of any of the warranties given by Employee in this Agreement.

 

9. R EFERENCE  & A NNOUNCEMENT

 

9.1

On receipt of a written request by the President and CEO of the Company or his designee from a potential employer or other bona fide third party, the Company shall provide a reference for the Employee in the form set out in Schedule 3 to this Agreement. The President and CEO of the Company or his designee shall respond in terms consistent with that reference if they receive any oral enquiries concerning the Employee. The Company shall not make or publish or permit to be made or published any statement or comment about the Employee which is in any way inconsistent with the terms and tenor of that reference. If the Company

 

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  obtains information after the date of this Agreement which would have affected its decision to provide a reference in the form set out in Schedule 3, it shall be obliged to send a reference only confirming the Employee’s position at the Company and the dates between which she was employed.

 

9.2 The Company shall following execution of this Agreement release the announcement set out in Schedule 5 through the Company intranet system.

 

10. R ESTRICTIVE COVENANTS

 

10.1 Notwithstanding clause 16, the Employee acknowledges that the post-termination restrictions in clause 18 of the Contract of Employment and those contained in the Management Equity Award Agreements ( MEAAs ) between the Employee and TDS Investor (Cayman) L.P. and between the Employee and Travelport Worldwide Limited will continue to apply after the Termination Date.

 

10.2 The Employee agrees to be bound by the restrictive covenants contained in Schedule 4 to this Agreement. The Company shall pay £100 to the Employee as consideration for her entering into the restrictive covenants in Schedule 4, such sum to be paid within 14 days after the Termination Date or receipt by the Company of a copy of this Agreement signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Schedule 2, whichever is later. The Company shall deduct income tax and national insurance contributions from this sum.

 

11. C ONFIDENTIALITY AND ANNOUNCEMENTS

 

11.1 The Employee acknowledges that, as a result of her employment as Executive Vice President of Human Resources, she has had access to Confidential Information. Without prejudice to her common law duties, the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date:

 

  (a) use any Confidential Information; or

 

  (b) make or use any Copies; or

 

  (c) disclose any Confidential Information to any person, company or other organisation whatsoever.

 

11.2 The restrictions in clause 11.1 do not apply to any Confidential Information which is in or comes into the public domain other than through the Employee’s unauthorised disclosure.

 

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11.3 The Employee shall not make any adverse or derogatory comment about the Company, its directors or employees and the Company shall use reasonable endeavours to ensure that its employees and officers shall not make any adverse or derogatory comment about the Employee. The Employee shall not do anything which shall, or may, bring the Company, its directors or employees into disrepute and the Company shall use reasonable endeavours to ensure that its employees and officers shall not do anything which shall, or may, bring the Employee into disrepute.

 

11.4 Nothing in this clause 11 shall prevent the Employee from making a protected disclosure under section 43B of the Employment Rights Act 1996 or from making such disclosure as she is required by law to make and nothing in this clause 11 shall prevent the Company from making such disclosures as it is required by law to make. Should either the Employee wish to make any disclosure under the terms of this clause 11.4, then the Employee shall provide the Company with a written copy of the disclosure in advance of making it.

 

11.5 The Company shall pay £100 to the Employee as consideration for her entering into the restrictions in this clause 11, such sum to be paid within 14 days of the Termination Date or receipt by the Company of a copy of this Agreement signed by the Employee and receipt by the Company of a letter from the adviser as set out in Schedule 2, whichever is later. The Company shall deduct income tax and employee’s national insurance contributions from this sum.

 

12. R ESTRICTED E QUITY U NITS

 

12.1

The Employee was granted Restricted Equity Units ( REUs ) by TDS Investor (Cayman) L.P. on 1 st  May 2009 (the 2009 LTIP REUs ) and 18 th  August 2010 (the 2010 LTIP REUs ) pursuant to the TDS Investor (Cayman) L.P. Interest Plan in place at the time and Management Equity Award Agreements between the Employee and TDS Investor (Cayman) L.P. However, as per the terms of the Management Equity Award Agreements, except as expressly set forth in clause 12.4 below, upon the notification of the termination of her employment the Employee (as well as upon the termination of her employment) will cease to have any rights or entitlements to further vesting for either 2009 REUs or 2010 REUs, and any such rights or entitlements shall be forfeited and waived in their entirety, and any vested 2009 REUs shall be converted into Class A-2 Interests pursuant to the terms of the Management Equity Award Agreement and other definitive documentation from TDS Investor (Cayman) L.P.. Defined terms in this clause 12 shall, if not defined elsewhere in this Agreement, be defined as per the relevant Interest Plan or Management Equity Award Agreement described in this clause 12.

 

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12.2

The 2009 LTIP REUs that previously vested and are Vested REUs (as defined in the 1 st  May 2009 Management Equity Award Agreement between the Employee and TDS Investor (Cayman) L.P.), i.e. 740,665 REUs, shall convert to Class A-2 Interests following the Termination Date pursuant to the terms of such 1 st  May 2009 Management Equity Award Agreement.

 

12.3

The 2009 LTIP REUs that have not already vested, totalling 361,023 REUs (which consists of 275,422 2009 LTIP REUs in the 2012 Tranche plus 85,601 eligible for Catch-Up Vesting calculated by reference to Travelport Limited’s financial performance in 2012 as compared with the Annual Goals established by Travelport Limited’s Board) shall remain eligible to vest on 1 st  January 2013, provided the Employee executes and complies with this Agreement and remains in continuous active employment (in accordance with clause 2.2 above) with the Company through to 1 st  January 2013, and section 3.1 of the 1 st  May 2009 Management Equity Award Agreement between the Employee and TDS Investor (Cayman) L.P. that excludes eligibility for vesting when the Employee has been notified of her termination of employment is hereby varied so that it does not apply. The exact number of the unvested 2009 LTIP REUs that will vest on 1 st  January 2013 shall be determined by 31 st  March 2013 as set forth in the 1 st  May 2009 Management Equity Award Agreement.

 

12.4

For the avoidance of doubt the unvested 2012 Tranche of the 2009 LTIP REUs together with those REUs eligible to vest in 2012 as a consequence of the Catch Up provisions shall be calculated by reference to Travelport Limited’s actual financial performance in 2012 as compared with the Annual Goals established by Travelport Limited’s Board. Any unvested 2009 LTIP REUs that remain unvested after the application of this clause shall be forfeited per the terms of the 1 st  May 2009 Management Equity Award Agreement.

 

12.5

The 2010 LTIP REUs that have not already vested, totalling 176,170 REUs (which consists of a total of 157,294 from the 2012 and 2013 Tranches, plus 18,876 eligible for Catch-Up Vesting), remain unvested. Pursuant to Section 3.1(e)(ii) of the 2010 LTIP REUs Management Equity Award Agreement dated 18 August 2010, 105,386 REUs will be accelerated and therefore vested as of the Termination Date and thereafter are converted to Class A-2 Interests pursuant to the terms of such Management Equity Award Agreement dated 18 th  August 2010. The remaining Unvested REUs from the 2010 LTIP REUs, i.e. 70,784 REUs, are forfeited.

 

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13. C LASS  A-2 I NTERESTS

Nothing in this Agreement shall affect or impact the one million three hundred eighty thousand four hundred forty-six and 38/1000ths (1,380,446.038) Class A-2 Interests held by the Employee granted pursuant to the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended and / or restated from time to time, and the TDS Investor (Cayman) L.P. Agreement of Exempted Limited Partnership, as amended and / or restated from time to time, which remain subject to such Interest Plan and Agreement of Exempted Limited Partnership as well as the applicable Management Equity Award Agreements between the Employee and TDS Investor (Cayman) L.P..

 

14. 2012 LTIP

The Employee acknowledges and agrees that she shall have no entitlement to any payments, entitlements or other benefits under the Travelport 2012 Executive Long-Term Incentive Plan as set out in a letter from the President and Chief Executive Officer of the Company to the Employee dated 12 January 2012 and its annexures (the 2012 LTIP ) and that any such rights or entitlements shall be forfeited and waived in their entirety (including without limitation any payments for 2012 that would be due in March 2013); provided, however, that the Employee shall remain eligible for payments in March 2014 of up to (a) US$34,931.51 subject to the performance conditions in the 2012 LTIP for the pro-rata portion of the 2013 performance-based subtranche and (b) US$34,931.51 for the pro-rata portion of the time-based tranche for 2013 only ( i.e. with no payment for the 2012 portion of the time-based tranche), subject to the performance condition with respect to the time-based tranche as described in the 2012 LTIP. No payment will be made to the Employee in lieu of any entitlements that may have existed under the 2012 LTIP and the Employee shall have no claim in that regard.

 

15. TWW S HARES AND R ESTRICTED S HARE U NITS

 

15.1

The Employee was granted a Share Bonus Award and Restricted Share Units (RSUs) pursuant to the Travelport Worldwide Limited 2011 Equity Plan and the 16 th  December 2011 Management Equity Award Agreement between the Employee and Travelport Worldwide Limited (the 2011 MEAA ).

 

15.2 The Employee holds forty-five thousand two hundred sixty-four and 712/1000ths (45,264.712) Shares, following withholding for taxes, subject to the 2011 MEAA.

 

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15.3 Pursuant to Section 3.1(b)(ii) of the 2011 MEAA between the Employee and Travelport Worldwide Limited, 33,906 RSUs (prior to withholding for any taxes) will accelerate effective and become Vested RSUs upon the Termination Date and delivered as Shares (as defined in the 2011 MEAA) pursuant to clause 3.3 of the 2011 MEAA.

 

15.4 Defined terms in this clause 15 shall, if not defined elsewhere in this Agreement, be defined as per the 2011 MEAA.

 

16. C ASH D ISTRIBUTION P AYMENTS

 

16.1 For the avoidance of doubt, until and before the Termination Date, the Employee shall remain eligible for any dividends and related payments triggered by the relevant REU vesting to the Employee pursuant to the terms of the relevant incentive scheme set out in clause 12 above such that at least the following payments shall fall due on the Termination Date:

 

  (a) up to US$12,635.81 in respect of the 2012 Tranche (including Catch-Up Vesting) of 2009 LTIP REUs subject to the Company’s financial performance for 2012; and

 

  (b) US$3,688.51 in respect of the 2010 LTIP REUs.

 

16.2 The payments in clause 16.1(a)-(b) above shall be paid within 14 days of the Termination Date, subject to deductions for tax and before the Employee’s P45 is issued.

 

17. N ET S ETTLEMENT

As to clauses 12 and 15 above, and without prejudice to the provisions of clause 6.1 above, as set forth in the relevant MEAAs, the Company agrees that it shall at the relevant time when the tax liability arises in relation to the relevant benefit first withhold the appropriate amount of the benefit as is required to satisfy the Employee’s tax liability in relation thereto and only deliver to the Employee the net benefit (the Net Settlement ) so that, for example and without limitation, an appropriate number of Vested REUs are deducted before the Employee is provided with the net number of Class A-2 Interests or an appropriate number of Vested RSUs are deducted before the Employee is given the net number of Shares (as defined in the 2011 MEAA). To the extent permitted under the MEAAs, unless the Employee expressly notifies the Company to the contrary before the Termination Date, the Employee hereby elects to have delivered to her only the Net Settlement with respect to any Class A-2 Interests and Shares due, as applicable. The Company agrees to deliver the Net Settlement of Class A-2 Interests and Shares due (as applicable) before the Employee’s P45 is issued.

 

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18. R ESIGNATION FROM O FFICES

 

18.1 The Employee agrees that within fourteen working days of the date of this Agreement she shall resign from any directorship, office, trusteeship or position that she holds in or on behalf of any Group Company.

 

18.2 The Employee hereby acknowledges and confirms that she shall have no claim or right of action of any kind for compensation or otherwise against any Group Company in complying with the terms of clause 18.1.

 

19. E NTIRE AGREEMENT AND PREVIOUS CONTRACTS

 

19.1 Each party on behalf of itself and, in the case of the Company, as agent for any other Group Companies, acknowledges and agrees with the other party (the Company acting on behalf of itself and as agent for each of the other Group Companies) that:

 

  (a) this Agreement constitutes the entire agreement and understanding between the Employee and the Company and each of the other Group Companies and supersedes any previous arrangement, understanding or agreement (whether in writing or not) between them relating to the termination of her employment by the Company (and any such previous arrangement, understanding or agreement shall be deemed to have been terminated by mutual consent);

 

  (b) in entering into this Agreement neither party has relied on any statement, representation, assurance or warranty of any person (whether party to this Agreement or not and whether in writing or not) other than as expressly set out in this Agreement; and

 

  (c) the only rights or remedies available to the parties arising out of any statement, representation, assurance or warranty shall be for breach of contract under the terms of this Agreement.

 

19.2 Nothing in this Agreement shall operate to limit or exclude any liability for fraud, and nor shall it supersede or vary the terms contained within the Management Equity Award Agreements referred to in clause 10.1 above.

 

20. V ARIATION

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

 

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21. T HIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall only apply to this Agreement in relation to any Group Company and no person other than the Employee and any Group Company shall have any rights under it. The terms of this Agreement may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any third party.

 

22. G OVERNING LAW AND JURISDICTION

 

22.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales.

 

22.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.

 

23. S UBJECT TO CONTRACT AND WITHOUT PREJUDICE

This Agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed and dated by both parties, when it shall be treated as an open document evidencing a binding agreement.

 

24. C OUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

 

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This Agreement has been entered into on the date stated at the beginning of it.

 

Signed by Gordon Wilson for and on behalf of Travelport International Limited  

/s/ Gordon Wilson

 
Signed by TDS Investor (Cayman) G.P. Ltd on behalf of TDS Investor (Cayman) L.P. with respect to clause 12.3 only:  

/s/ Gordon Wilson

 
Signed by Lee Golding  

/s/ Lee Golding

 

 

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Exhibit 10.35

TRAVELPORT OFFICER DEFERRED COMPENSATION PLAN

(Amended and Restated as of December 31, 2012)

ARTICLE 1-INTRODUCTION

1.1 Purpose of Plan

The Company has adopted the Plan set forth herein to provide a means by which certain employees may elect to defer receipt of designated percentages or amounts of their Compensation and to provide a means for certain other deferrals of Compensation.

1.2 Status of Plan

The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be interpreted and administered to the extent possible in a manner consistent with such intent. The Plan is also intended to comply with the American Jobs Creation Act of 2004 and Internal Revenue Code Section 409A and the regulations and guidance thereunder and shall be interpreted accordingly.

ARTICLE 2-DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 Account means, for each Participant, the account established for his or her benefit under Section 6.1.

2.2 Change of Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

2.3 Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.4 Company means Travelport Americas, Inc. and its successors. Effective June 11, 2007, Company means Travelport Americas, LLC. Effective January 1, 2010, Company means Travelport Inc.

2.5 Compensation means a Participant’s annual base salary, bonus paid under the performance-based bonus plan payable in cash, and commissions. Effective January 1, 2008, Compensation also means a Participant’s Deal/Transaction bonus, Global Bonus, Retention bonus, Discretionary bonus and awards under the Restricted Cash Award Program. Effective January 1, 2008, Compensation shall include a Participant’s annual base salary and commissions only in excess of the compensation limit of Code Section 401(a)(17) (as annually adjusted) in effect during the Plan Year. For the avoidance of doubt, Compensation shall not include any amounts that will be paid or received in income following a Participants’ Separation from Service, except for the final payment of Participant’s base salary.

2.6 Discretionary Matching Contribution means a contribution for the benefit of a Participant as described in Section 5.2.

2.7 Effective Date means September 1, 2006.

2.8 Election Form means the deferral election form as approved and prescribed by the Employee Benefits Committee. The Election Form and any related enrollment forms may be provided under an electronic or web-based program or format as approved by the Employee Benefits Committee.


2.9 Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.

2.10 Eligible Employee means, on the Effective Date or on any date thereafter, each employee of the Employer who is a senior officer and above. Effective January 1, 2008, an Eligible Employee means an employee of the Employer who is classified by the Employer as Band 9 level and above.

2.11 Employee Benefits Committee means the committee whose members shall from time to time be appointed by the Company and its designee(s).

2.12 Employer means the Company and any majority-owned U.S. subsidiary of Travelport Limited, whether directly or indirectly held, that participates in the Plan with the approval of the Board of Managers of the Company and, effective January 1, 2010, the Board of Directors of the Company, or their designees, including the Employee Benefits Committee; provided, however, that effective January 1, 2008, Orbitz Worldwide, Inc. and its subsidiaries shall be excluded from the definition of “Employer.”

2.13 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.14 Matching Contribution means a contribution for the benefit of a Participant as described in Section 5.1.

2.15 Participant means any individual who participates in the Plan in accordance with Article 3.

2.16 Plan means this Travelport Americas, LLC Deferred Compensation Plan, as amended from time to time. Effective January 1, 2010, Plan means the Travelport Officer Deferred Compensation Plan, as amended from time to time.

2.17 Plan Year means the consecutive twelve-month period commencing on January 1 and ending on the following December 31.

2.18 Separation from Service means a separation from service within the meaning of Treasury Regulation Section 1.409A-1(h).

2.19 Trust means the trust established by the Employer that identifies the Plan as a plan with respect to which assets are to be held by the Trustee.

2.20 Trustee means the trustee or trustees under the Trust.

2.21 Unforeseeable Emergency means, to the extent permitted by Section 409A of the Code, any financial hardship resulting from extraordinary and unforeseeable circumstances arising as a result of one or more recent events beyond the control of the Participant. In any event, payment may not be made to the extent such emergency is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; and by cessation of deferrals under the Plan. Withdrawals of amounts because of an Unforeseeable Emergency may only be permitted to the extent reasonably necessary to satisfy the emergency need. Examples of what are not considered to be severe financial hardships include the need to send a Participant’s child to college or the desire to purchase a home.

 

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ARTICLE 3-PARTICIPATION

3.1 Commencement of Participation

Any individual who elects to defer part of his or her Compensation in accordance with Section 4.1 shall become a Participant in the Plan as of the date such deferrals commence.

3.2 Continued Participation

A Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account. Notwithstanding the foregoing, Participation in respect of any Plan Year is not a guarantee of participation in respect of any future Plan Year.

ARTICLE 4-ELECTIONS

4.1 Election to Defer Compensation

 

  (a)       (i) An individual who is an Eligible Employee on the Effective Date may, by completing an Election Form and filing it with the Employee Benefits Committee within 30 days following the Effective Date, elect to defer a percentage or dollar amount of Compensation, on such terms as the Employee Benefits Committee may permit, which are paid in respect of services performed by the Participant after the date on which the individual files the Election Form.

 

  (ii) Any individual who becomes an Eligible Employee after the Effective Date may, by completing an Election Form and filing it with the Employee Benefits Committee within 30 days following the date on which the Employee Benefits Committee gives such individual written notice that the individual is an Eligible Employee, elect to defer a percentage or dollar amount of Compensation, on such terms as the Employee Benefits Committee may permit, which are paid in respect of services performed by the Participant after the date on which the individual files the Election Form, provided that such election shall be applied in accordance with Section 409A of the Code.

 

  (iii) Any Eligible Employee who has not otherwise initially elected to defer Compensation in accordance with this Section 4.1 may elect to defer a percentage or dollar amount of Compensation, on such terms as the Employee Benefits Committee may permit, commencing with Compensation paid in respect of services for the succeeding Plan Year, by completing an Election Form prior to the last day of the preceding Plan Year.

 

  (b) A Participant’s Compensation shall be reduced in accordance with the Participant’s election hereunder and amounts deferred hereunder shall be paid by the Employer to the Trust as soon as administratively feasible and credited to the Participant’s Account as of the date the amounts are received by the Trustee.

 

  (c) An election to defer a percentage or dollar amount of Compensation for any Plan Year shall apply for subsequent Plan Years unless changed or revoked. A Participant may change or revoke his or her future deferral election by completing an Election Form prior to the last day of the Plan Year prior to the Plan Year in which such change or revocation shall take effect. For Plan Years beginning on or after January 1, 2007, a Participant’s election to defer a percentage or dollar amount of Compensation for any Plan Year shall not apply for subsequent Plan Years, and each Participant shall be required to make an annual deferral election by completing an Election Form prior to the last day of the preceding Plan Year.

 

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4.2 Election as to Time and Manner of Payment

Subject to, and in accordance with, Section 8.1, at the time an Eligible Employee first becomes a Participant in the Plan, he or she shall make a one-time election (on the Election Form used to elect to defer Compensation under Section 4.1) electing the date and manner in which the Participant’s Account balance will be paid to the Participant. For Plan Years beginning on and after January 1, 2009, subject to and in accordance with Section 8.1, a Participant shall make an annual election (on the Election Form used to elect to defer Compensation under Section 4.1) electing the date and manner in which the Elective Deferrals, Matching Contributions and Discretionary Matching Contributions (including any earnings attributable thereto) for such Plan Year will be paid to the Participant.

A Participant may change the time and/or manner of his or her distribution, provided such election is made at least 12 months in advance of the scheduled payment date and the payment date is deferred for at least 5 years beyond the date the payment would otherwise have been made and such change otherwise complies with Section 409A of the Code.

ARTICLE 5 - MATCHING AND DISCRETIONARY MATCHING CONTRIBUTIONS

5.1 Matching Contributions

After each payroll period, monthly, quarterly, or annually, at the Employer’s discretion, the Employer may contribute to the Trust a Matching Contribution equal to the rate of Matching Contribution selected by the Employer at the beginning of the Plan Year and multiplied by the amount of the Elective Deferrals credited to the Participants’ Accounts for such period under Section 4.1. Each Matching Contribution will be credited, as of the later of the date it is received by the Trustee or the date the Trustee receives from the Employee Benefits Committee such instructions as the Trustee may reasonably require to allocate the amount received to the Participants’ Accounts pro rata in accordance with the amount of Elective Deferrals of each Participant which are taken into account in calculating the Matching Contribution.

5.2 Discretionary Matching Contributions

Effective January 1, 2008, after each payroll period, monthly, quarterly, or annually, at the Employer’s discretion, the Employer may contribute to the Trust a Discretionary Matching Contribution based upon criteria established by the Employer. Each Discretionary Matching Contribution will be credited, as of the later of the date it is received by the Trustee or the date the Trustee receives from the Employee Benefits Committee such instructions as the Trustee may reasonably require toallocate the amount received among the asset accounts maintained by the Trustee, to the Participants’ Accounts.

5.3 Changes to Matching and Discretionary Matching Contributions

For the avoidance of doubt, the Matching Contributions and the Discretionary Matching Contributions described in Sections 5.1 and 5.2 above are made at the sole discretion of the Employer, the Employer is not required to make Matching Contributions or Discretionary Matching Contributions for any Plan Year and, subject to Section 10.3, the Employer may change, reduce or eliminate the level of Matching Contributions and/or Discretionary Matching Contributions at any time or from time to time.

ARTICLE 6-ACCOUNTS

6.1 Accounts

The Employee Benefits Committee shall establish an Account for each Participant. The Participant’s Account shall reflect all Elective Deferrals, Matching Contributions and Discretionary Matching Contributions made for the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account. The Employee Benefits Committee may cause the Trustee to maintain and invest separate asset accounts corresponding to each Participant’s Account. As of the last business day of each calendar quarter, the Employee Benefits Committee shall provide the Participant with a statement of his or her Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals, and distributions of such Account since the prior statement.

 

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6.2 Investments

 

  (a) Designation by Employee Benefits Committee . The Employee Benefits Committee may designate investment funds, based on certain stock or mutual funds (the “Investment Funds”). In its sole discretion, the Employee Benefits Committee may provide that the Participant elect into which Investment Funds his or her Account will be invested or the Employee Benefits Committee may provide that such Investment Funds elected by the Participant are for measurement purposes only.

 

  (b) Election of Investment Funds . A Participant, in connection with his or her initial deferral election in accordance with Section 4.1 above, shall elect, on the Election Form, one or more Investment Funds. Pursuant to procedures established from time to time by the Employee Benefits Committee, the Participant may (but is not required to) elect to add or delete one or more Investment Fund(s) or to change the portion of his or her Account allocated to each previously or newly elected Investment Fund. The Employee Benefits Committee may, from time to time in its sole discretion, discontinue, substitute, or add an Investment Fund. There is no guarantee that Accounts will not lose value due to performance of the Investment Funds.

 

  (c) Investment Funds for Measurement Purposes . In the event that the Employee Benefits Committee determines that the Investment Funds are to be used for measurement purposes only, a Participant’s election of any such Investment Fund, the allocation to his or her Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account shall not be considered or construed in any manner as an actual investment of his or her Account balance in any such Investment Fund. In such event, no Participant shall have any rights in or to such investments themselves and without limiting the foregoing, a Participant’s Account shall be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company.

ARTICLE 7-VESTING

7.1 General

A Participant shall be immediately vested in, i.e. , shall have a nonforfeitable right to, all Elective Deferrals, all Matching Contributions and all Discretionary Matching Contributions, and all income and gain attributable thereto, credited to his or her Account.

 

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ARTICLE 8-DISTRIBUTIONS

8.1 Date Certain or Separation from Service

The Participant shall be paid his or her Account balance in accordance with the Participant’s election. A Participant may elect to be paid in either in a single lump-sum payment or in annual installments over a period elected by the Participant up to 10 years (the amount of each installment to equal the balance of his or her Account immediately prior to the installment divided by the number of unpaid installments) commencing on the earlier of: a date selected by the Participant or the Participant’s Separation from Service.

Except as provided in Sections 8.2 and 8.3, a Participant shall be paid, or begin to be paid, his or her Account balance at the earlier of: (i) the Participant’s Separation from Service or (ii) the date selected by the Participant in accordance with such Participant’s timely election as set forth on his or her Election Form. For distributions upon Separation from Service, subject to Sections 11.5(a) and 11.6, a Participant shall be paid, or begin to be paid, his or her Account balance within 90 days following his or her Separation from Service. If a Participant fails to make an election as to the date and/or manner of payment on either his or her initial Election Form or on any annual Election Form, deferrals of Compensation related to such elections shall be paid in a lump sum payment within 90 days following the Participant’s Separation from Service, subject to Sections 11.5(a) and 11.6.

8.2 Change of Control

Within 90 days following a Change of Control, each Participant shall be paid his or her entire Account balance in a single lump sum.

8.3 Death

If a Participant dies prior to the complete distribution of his or her Account, the balance of the Account shall be paid, or begin to be paid, within 90 days following the Participant’s death to the Participant’s designated beneficiary or beneficiaries, in the form elected by the Participant on his or her initial Election Form.

Any designation of beneficiary shall be made by the Participant on an Election Form filed with the Employee Benefits Committee and may be changed by the Participant at any time by filing another Election Form. If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to his or her issue per stirpes. If no spouse or issue survives the Participant, payment shall be made to the Participant’s estate.

8.4 Unforeseeable Emergency

In the event the Participant establishes, to the satisfaction of the Employee Benefits Committee, that he or she has suffered an Unforeseeable Emergency, the Employee Benefits Committee may, in its sole discretion:

 

  (a) Provide that all or a portion of any previous deferrals by the Participant shall immediately be paid in a lump-sum cash payment, provided that the distribution is limited to the amount reasonably necessary to satisfy the emergency need (including any amounts of income taxes or penalties reasonably anticipated to result from such distribution); or

 

  (b) Authorize the cancellation of such Participant’s deferral elections as permitted under Treas. Reg. Section 1.409A-3(j)(4)(viii).

The severity of the unforeseeable emergency shall be judged by the Employee Benefits Committee. The Employee Benefits Committee’s decision with respect to the severity of Unforeseeable Emergency and

 

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the manner in which, if at all, the Participant’s future deferral opportunities shall be ceased and/or the manner in which, if at all the payment of deferred amounts to the Participant shall be altered or modified, shall be final, conclusive, and not subject to appeal.

8.5 Income Inclusion Under Section 409A of the Code

If the Internal Revenue Service or a court of competent jurisdiction determines that Plan benefits are includible for federal income tax purposes in the gross income of a Participant before his or her actual receipt of such benefits due to a failure of the Plan to satisfy the requirements of Code Section 409A, the Participant’s vested Account balance shall be distributed to the Participant in a lump sum cash payment immediately following such determination or as soon as administratively practicable thereafter; provided, however, that such payment may not exceed the amount required to be included in income as a result of the failure to satisfy the requirements of section 409A of the Code.

ARTICLE 9 - PLAN ADMINISTRATOR

9.1 Plan Administration and Interpretation

The Company shall be the “administrator” of the Plan within the meaning of Section (3)(16)(A) of ERISA and the named fiduciary of the Plan under Section 402 of ERISA. The administration of the Plan shall be the responsibility of the Company except to the extent such responsibilities are designated to the Employee Benefits Committee, provided that the Company reserves the right to appoint from time to time another person or entity other than the Employee Benefits Committee to serve in such capacity. If another person or entity is so appointed by the Company, references in this document or in the Summary Plan Description, if any, to the Employee Benefits Committee shall be construed as references to such person or entity.

The Employee Benefits Committee shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Employee Benefits Committee acted arbitrarily and capriciously. When making a determination or calculation, the Employee Benefits Committee shall be entitled to rely on information furnished by a Participant, a beneficiary, the Employer or the Trustee.

If and while there is no Employee Benefits Committee, either because none is designated or no one or more individuals are at the time in question actively serving as members thereof, the responsibilities, rights, powers, authority and functions of the Employee Benefits Committee shall be vested in the Company. In such event, all references to the Employee Benefits Committee shall be construed to be references to the Company, and the Employee Benefits Committee and the Company need not furnish information, directions, instructions or notices, or make reports or demands, one to the other.

9.2 Powers, Duties, Procedures, Etc.

The Employee Benefits Committee shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, and shall follow such claims and appeal procedures with respect to the Plan as it may establish.

9.3 Information

To enable the Employee Benefits Committee to perform its functions, the Employer shall supply full and timely information to the Employee Benefits Committee on all matters relating to the compensation of Participants, their employment, retirement, death, termination of employment, and such other pertinent facts as the Employee Benefits Committee may require.

 

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9.4 Indemnification of Employee Benefits Committee

The Employer agrees to indemnify and to defend to the fullest extent permitted by law any officer(s) or employee(s) who serve on the Employee Benefits Committee against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

ARTICLE 10 - AMENDMENT AND TERMINATION

10.1 Amendments

The Company shall have the right to amend the Plan from time to time, subject to Section 10.3, by an instrument in writing which has been executed on the Employer’s behalf by its duly-authorized officer.

10.2 Termination of Plan

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Eligible Employee (or any other employee) or a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee). The Company reserves the right to terminate the Plan at any time, subject to Section 10.3, by an instrument in writing which has been executed on the Company’s behalf by its duly authorized officer. Upon termination, the Company may elect (a) to continue to maintain the Trust to pay benefits hereunder as they become due as if the Plan had not terminated or (b) in compliance with Treas. Reg. Section 1.409A-3(j)(4)(ix), direct the Trustee to pay promptly to Participants (or their beneficiaries) the vested balance of their Accounts in a lump sum.

10.3 Existing Rights

No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts that have been credited to his or her Account prior to the date of such amendment or termination.

ARTICLE 11 – MISCELLANEOUS

11.1 No Funding

The Plan constitutes a mere promise by the Employer to make payments in accordance with the terms of the Plan and Participants and beneficiaries shall have the status of general unsecured creditors of the Employer. Nothing in the Plan will be construed to give any employee or any other person rights to any specific assets of the Employer or of any other person. In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

11.2 Non-Assignability

None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of any Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise under the Plan.

 

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11.3 Limitation of Participants’ Rights

Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in the employ of the Employer, or interfere in any way with the right of the Employer to terminate the employment of a Participant in the Plan at any time, with or without cause.

11.4 Participants Bound

Any action with respect to the Plan taken by the Employee Benefits Committee, the Employer or the Trustee or any action authorized by or taken at the direction of the Employee Benefits Committee, the Employee Benefits Committee, the Employer or the Trustee shall be conclusive upon all Participants and beneficiaries entitled to benefits under the Plan.

11.5 Taxes

 

  (a) It is the intention of the Company that this Plan comply with the requirements of Section 409A of the Code and any guidance issued thereunder, and the Plan shall be interpreted, operated and administered accordingly. To the extent that any provision of this Plan or in the Election Form is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments under the Plan shall not be subject to excise tax under Section 409A of the Code. If, at the time of a Participant’s Separation from Service, to the extent required to avoid the applicable of additional taxes and penalties under Section 409A of the Code, amounts payable under this Plan on account of the Participant’s Separation from Service will be delayed (or will not be made in the case of a lump sum payment) until the earlier of the date that is six months following the Participant’s Separation from Service or, the Participant date of death, at which time all delayed payments will be paid and installment payments will be payable thereafter as if the six month delay had not occurred. Notwithstanding anything in this Plan to the contrary, the Company does not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code, federal, state or local tax laws or regulations. Amounts payable under the Plan shall be construed as separate identified payments for purposes of Section 409A of the Code.

 

  (b) All federal, state or local taxes that the Employee Benefits Committee determines are required to be withheld from any payments made under the terms to the Plan shall be withheld.

11.6 Receipt and Release

Any payment to any Participant or beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employer, the Company and the Trustee under the Plan, and the Company may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

If any Participant or beneficiary is determined by the Company to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Company may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Company, the Employer or the Trustee to follow the application of such funds.

A signed release must be returned to the Company no sooner than the Participant’s date of termination, but no later than 5:00 p.m. on the 60 th day following receipt of the release or the Participant shall irrevocably lose the opportunity to receive any payments under the Plan; provided, however, that in the event that the Company requires a release and the sixty (60) day period following the Participant’s date of termination spans two taxable years, any payment under the Plan shall be made in the second taxable year

 

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11.7 Governing Law

The Plan shall be construed, administered, and governed in all respects under and by the laws of the State of New York, without effect to conflicts of laws provisions thereof that would direct the application of the law of any other state. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

11.8 Headings and Subheadings

Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

11.9 Offset to Benefits

The Company shall have the right to offset amounts payable to a Participant under the Plan to reimburse the Company for liabilities or obligations of the Participant to the Company incurred in the ordinary course of business between the Company and the Participant, provided, that, the entire amount of the offset in any of the Company’s fiscal years does not exceed $5,000 and the offset is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

Travelport Inc.
By:  

/s/ Niki Cook

Name:  

Niki Cook

Title:  

Vice President, Human Resources

Date:  

12/31/12

 

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Exhibit 10.46

MANAGEMENT EQUITY AWARD AGREEMENT

(Restricted Share Units)

THIS MANAGEMENT EQUITY AWARD AGREEMENT (“ Agreement ”) is made as of             , 2012 by and between Travelport Worldwide Limited, a Bermuda exempted company (“ TWW ”) and                      (“ Executive ”).

RECITALS

TWW has adopted the Travelport Worldwide Limited 2011 Equity Plan (the “ Plan ”), a copy of which is attached hereto as Exhibit A.

In connection with Executive’s employment by TWW or one of its Affiliates (collectively, the “ Company ”), TWW intends concurrently herewith to grant the number of Restricted Share Units (as defined below) set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1. Definitions . Except as expressly provided for herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. In addition to the terms defined in the Plan, the terms below shall have the following respective meanings:

Agreement ” has the meaning specified in the Introduction .

Board ” means the board of directors of TWW (or, if applicable, any committee of the Board).

Cause ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Cause ” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.

 

1


Change in Control ” shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Affiliates), or otherwise) as a result of which (i) the Majority Shareholder no longer has, directly or indirectly, ownership or voting control of equity which represents more than 50% of the total voting power in any Travelport Entity or (ii) all or substantially all of the assets of the Company or its Affiliates taken as a whole are sold by lease, license, sale or otherwise.

Company ” has the meaning specified in the Recitals .

Constructive Termination ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Constructive Termination ” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of the Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement (other than any such diminution primarily attributable to the fact that the Company becomes a subsidiary or affiliate of a another company or entity) or (D) the primary business office for Executive being relocated by more than 50 miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a “Constructive Termination” shall cease to exist for an event on the 60 th day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

Disability ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Disability ” shall mean Executive shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties under Executive’s employment. Any question as to the existence of the Disability of Executive as to which Executive and TWW cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and TWW. If Executive and TWW cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to TWW and Executive shall be final and conclusive for all purposes of this Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

Effective Date ” means the date hereof.

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Executive ” has the meaning specified in the Introduction .

Intermediate ” shall mean Travelport Intermediate Limited, a Bermuda exempted company

Majority Shareholder ” shall mean, collectively, Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; Blackstone Family

 

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Investment Partnership (Cayman) V L.P.; Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Participation Partnership (Cayman) V L.P.; BCP V Co-Investors (Cayman) L.P., TCV VI (Cayman), L.P., TCV Member Fund (Cayman), L.P., OEP TP, Ltd and the other shareholders of TDS as of the date hereof, and any Person which Controls any of the foregoing Persons.

Majority Shareholder Entity ” shall mean Intermediate, and, if the Majority Shareholder holds its equity interest in the Company indirectly through an entity other than Intermediate, such entity.

Other Documents ” means the Plan, any other management equity award agreement between Executive and TWW and any employment agreement by and between Executive and any Company, in each case as amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Restricted Share Unit” has the meaning set forth in Section 2 hereof.

“Shares” means common shares, par value US$0.0002, of the Company.

TDS ” means TDS Investor (Cayman), L.P., a Cayman island limited partnership.

“Travelport Entities” shall mean TDS, Intermediate and the Company or any other entities formed above the Company and below the Majority Shareholder Entity.

Unvested Restricted Share Units ” means Restricted Share Units held by Executive that are subject to any vesting, forfeiture or similar arrangement under this Agreement.

Vested Restricted Share Units ” means Restricted Share Units held by Executive that are no longer subject to any vesting, forfeiture or similar arrangement under this Agreement.

SECTION 2

GRANT OF RESTRICTED SHARE UNITS

Subject to the terms and conditions hereof, TWW hereby grants Executive                      Restricted Share Units as is set forth on the signature page to this Agreement and Executive accepts such Restricted Share Units from TWW. Each “ Restricted Share Unit ” represents the right to receive from TWW, on the terms and conditions (and at the times) set forth in this Agreement, one Share (but subject to adjustment pursuant to Section 4.3). The terms of the Shares are set forth in, and governed by, the Plan and Executive shall have no rights in respect of such Shares until the Company delivers such Shares pursuant to the terms hereof.

 

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SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1. Vesting Schedule .

(a) The Restricted Share Units granted to Executive (the “ Award ”) under this Agreement shall be eligible for vesting over a four performance (calendar) year period beginning on January 1, 2012, with 25% of the total number of Restricted Share Units ( i.e.,                      Restricted Share Units) eligible for vesting on August 1, 2013, August 1, 2014, August 1, 2015 and August 1, 2016 based on performance for each of the performance years from 2012 through 2015, inclusive. The Restricted Share Units eligible for vesting for a particular performance year shall each be referred to as a “Tranche.”

(b) Vesting for each Tranche will be based upon the Travelport EBITDA, cash flow and/or other financial targets established and defined by the Board, in good faith, during that performance year (for each year, individually, an “Annual Goal,” and collectively, the “Annual Goals”), which shall be established no later than April 30 of each performance year (May 31 for performance year 2012). For each Tranche the Board will establish Threshold, Target and Stretch levels for each Annual Goal and the percentage weighting for each Annual Goal ( e.g. , 50%) (the “Weight”).

(c) Subject to Executive’s continuous active employment (which shall not include employment after the Executive has given notice of termination of employment, other than as a result of a Constructive Termination) with the Company through the August 1 immediately following the applicable performance year (each, a “Vesting Date”), a percentage of the Restricted Share Units for that Tranche shall vest prorata based upon the achievement of Travelport Limited (“Travelport”) as compared to each Annual Goal and the Weight assigned to each Annual Goal established by the Board as follows for each applicable performance year:

(i) if the Annual Goal result is at Stretch level, 100% of the Restricted Share Units shall vest; or

(ii) if the Annual Goal result is at Target level, 67% of the Restricted Share Units shall vest; or

(iii) if the Annual Goal result is at Threshold level, 33% of the Restricted Share Units shall vest; or

(iv) if the Annual Goal result is between Threshold and Target levels, the percentage of Restricted Share Units that shall vest will be based on the interpolation between the percentage that would have vested at Threshold (33%) and the percentage that would have vested at Target (67%), with the vesting percentage rounded to the nearest whole percentage point; or

(v) if the Annual Goal result is between Target and Stretch levels, the percentage of Restricted Share Units that shall vest will be based on the interpolation between the percentage that would have vested at Target (67%) and the percentage that would have vested at Stretch (100%), with the vesting percentage rounded to the nearest whole percentage point; or

(vi) if the Annual Goal result is below Threshold level, the Restricted Share Units for that Annual Goal based on the Weight shall not vest, but the Restricted Share Units for other Annual Goals shall still be eligible for vesting based upon this Section 3.1(c).

 

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For example, if a Tranche is 100 Restricted Share Units, the Annual Goals for that Tranche are EBITDA and revenue, and the Weight for EBITDA and revenue is 50% each, then 50 Restricted Share Units are eligible to vest based on Travelport’s achievement of EBITDA as compared with the Threshold, Target and Stretch levels for that performance year and 50 Restricted Share Units are eligible to vest based on Travelport’s achievement of revenue as compared with the Threshold, Target and Stretch levels for that performance year. The number of Restricted Share Units, if any, that will vest (subject to the other conditions of this Agreement, including without limitation continued employment through the Vesting Date) on each August 1 shall be determined on the date on which Travelport’s annual financial statements are certified by Travelport’s Chief Financial Officer and Chief Accounting Officer, and which date shall be no later than March 31 following the applicable performance year. The number of Restricted Share Units that vest for a particular performance year shall be rounded to the nearest number of whole units.

(d) For each performance year’s Tranche of Restricted Share Units, the number of Restricted Share Units that do not vest based on Section 3.1(c)(ii)-(vi) shall remain eligible for vesting based upon the Travelport EBITDA, cash flow and/or other financial targets for any other performance period(s) that may, in its sole and complete discretion, be established and defined by the Board in good faith (“the Catch-Up Goals”). Such Catch-Up Goals may be established by the Board at multiple times on or before December 31, 2015. The number of Restricted Share Units, if any, that vest on each August 1 (beginning on August 1, 2014) based on the achievement of Travelport’s results as compared with the Catch-Up Goals shall be determined on the date on which Travelport’s annual financial statements for prior performance year are certified by Travelport’s Chief Financial Officer and Chief Accounting Officer, and which date shall be no later than March 31. The number of Restricted Share Units that vest based on the Catch-Up Goals shall be rounded to the nearest number of whole units. All Restricted Share Units that have not vested on August 2, 2016 shall be forfeited.

(e) Notwithstanding the foregoing, in the event that:

(i) After a Change in Control, if Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive as the result of a Constructive Termination, in either case within eighteen (18) months of such Change in Control, Executive shall be deemed to have vested in the unvested Restricted Share Units that would have vested (and such Restricted Shares Units shall be treated as Vested Restricted Share Units hereunder) assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (the “ Accelerated Vesting Date ”), (2) that the award vests ratably on a monthly basis beginning on the August 1 preceeding the termination of Executive’s employment through the Accelerated Vesting Date over the remainder of the performance period that ends on December 31, 2015, and (3) performance at Target. Any Restricted Share Units that remain unvested after the application of this Section 3.1(e)(i) shall be forfeited; and

(ii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(e)(i), Executive shall have no right to further vesting of the Restricted Share Units that are Unvested Restricted Share Units (and such Restricted Share Units shall be forfeited on such termination of employment).

 

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3.2. Transfer Prohibited . Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition of) any Restricted Share Units, except upon the death of Executive. Upon any attempted Disposition in violation of this Section 3.2, the Restricted Share Units shall immediately become null and void. In addition, as set forth in Section 3.4 of this Agreement, each Share delivered pursuant to this Agreement is subject to the Plan.

3.3. Delivery of Shares. No Shares covered by a Restricted Share Unit shall be delivered to Executive until the Restricted Share Unit becomes a Vested Restricted Share Unit. Subject to the last sentence hereof, any Vested Restricted Share Units shall be delivered within 30 days of the vesting date, provided that Executive shall have paid to the Company such amount as may be requested by TWW for purposes of depositing any federal, state or local income or other taxes required by law to be withheld with respect to the delivery of the Restricted Share Units (provided that this condition may be satisfied if the Company withholds Shares to cover such required withholding amounts); and further provided that this condition must be satisfied, and the Shares delivered, not later than March 15 in the year following the year of vesting. Delivery of Shares issuable pursuant to this Agreement may be evidenced in such manner as the Company shall determine, including without limitation by issuance of certificates representing Shares or the making of a book entry or other electronic notation indicating ownership of the Shares.

3.4. Plan . Executive acknowledges receipt of a copy of the Plan and represents that Executive understands that (i) the terms of grant of the Shares are set forth in, and governed by, the Plan, (ii) Executive shall have no rights in respect of such Shares until the Company delivers such Shares pursuant to the terms hereof and (iii) the Plan may be amended or modified from time to time.

SECTION 4

DISTRIBUTION EQUIVALENT RIGHTS WITH RESPECT TO RESTRICTED SHARE UNITS

4.1. Payments and Allocations upon Distributions . If on any date while Restricted Share Units are outstanding hereunder, the Company shall make any distribution or pay any dividend to holders of Shares, TWW shall cause the Company to allocate to a notional account for Executive (the “ Notional Account ”) an amount, in respect of each Unvested Restricted Share Unit, equal to the amount that would have been payable in respect of the Shares underlying such Unvested Restricted Share Unit if it were issued and outstanding on the date of such dividend or distribution.

4.2. Additional Payments upon Vesting . On any date that any Unvested Restricted Share Units become Vested Restricted Share Units, Executive shall be entitled to receive an amount (such amount, the “ Unvested Distribution Equivalent Payment ”) equal to the product of (x) all amounts then credited to Executive’s Notional Account multiplied by (y) a fraction, the numerator of which shall be the number of Restricted Share Units that became Vested Restricted Share Units on such date and denominator of which shall be the total number of Unvested Restricted Share Units immediately prior to such date. Upon payment of any Unvested Distribution Equivalent Payment, the amount credited to the Notional Account shall be reduced thereby.

4.3. Withholding . TWW and the Company shall have the right and is hereby authorized to withhold from any Distribution Equivalent Payment the amount of any applicable withholding taxes in respect of such payment and to take such action as may be necessary in the opinion of TWW or the Company to satisfy all obligations for the payment of such taxes.

 

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SECTION 5

NON-COMPETITION AND CONFIDENTIALITY

5.1. Non-Competition .

(a) From the date hereof while employed by the Company [and for the month period following] [until] the date Executive ceases to be employed by the Company (the “ Non-Competition Period ”), irrespective of the cause, manner or time of any termination, Executive shall not use his status [or former status] with any Company or any of its Affiliates [(and in the case of former status, for the direct or indirect benefit of any Competitor)] to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship [or prior relationship] to the Company or any of its Affiliates.

(b) During the Non-Competition Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 5.1, the term “ Competitor ” means any enterprise or business that is engaged or has plans to engage in, at any time during the Non-Competition Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Non-Competition Period, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or other provides its products or services). During the Non-Competition Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time during the Non-Competition Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United States and any other country in the world in which the Company operated or operates during the Non-Competition Period (subject to the definition of “Competitor”).

 

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(c) From the date hereof while employed by the Company and for the month period following the date Executive ceases to be employed by the Company (the “ Non-Solicitation Period ”), irrespective of the cause, manner or time of any termination, Executive, without express prior written approval from the Board, shall not solicit any members or then then-current clients of the Company or any of its Affiliates for any existing business of the Company or any of its Affiliates or discussion with any employee of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates.

(d) During the Non-Solicitation Period, Executive shall not interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is a employee of the Company or any of its Affiliates to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any employee of the Company or any of its Affiliates.

(e) For the purposes of this Agreement, “ Proprietary Interest ” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(f) The period of time during which the provisions of this Section 5.1 shall be in effect shall be extended by the length of time during which the parties are in litigation over a claim that the Executive is in breach of the terms hereof.

(g) Executive agrees that the restrictions contained in this Section 5.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement. The Executive further agrees that the restrictions contained in this Section 5.1 constitute entirely separate, severable and independent restrictions.

(h) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 5.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

5.2. Confidentiality .

(a) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers,

 

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clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“ Confidential Information ”) without the prior written authorization of the Board.

(b) “ Confidential Information ” shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

(c) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its Affiliates); provided that Executive may disclose to any prospective future employer the provisions of Section 5 of this Agreement provided they agree to maintain the confidentiality of such terms.

(d) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Affiliates, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

5.3. Intellectual Property .

(a) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“ Works ”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“ Prior Works ”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(b) If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company

 

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resources (“ Company Works ”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(c) Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(d) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(e) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including the Travelport Code of Business Conduct & Ethics and other Company policies regarding the protection of confidential information (including without limitation information security and customer data), intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

5.4. Specific Performance . Executive acknowledges and agrees that TWW’s remedies at law for a breach or threatened breach of any of the provisions of this Section 5 would be inadequate and TWW would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, TWW, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section 5.

5.5. Survival . The provisions of this Section 5 shall survive the termination of Executive’s employment for any reason. The provisions of this Section 5 are in addition to any other restrictions set forth in any other long-term incentive program award agreement or letter, employment agreement or contract; offer letter; non-competition, non-solicitation, confidentiality, and/or intellectual property agreement; Company policy, guideline or standard; or the protections under applicable law.

 

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SECTION 6

MISCELLANEOUS

6.1. Tax Issues . THE ISSUANCE OF THE RESTRICTED SHARE UNITS TO EXECUTIVE AND/OR THE DELIVERY OF THE SHARES PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS. EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE RESTRICTED SHARE UNITS AND/OR SHARES OR THIS AGREEMENT . EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE RESTRICTED SHARE UNITS AND THE SHARES AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE RESTRICTED SHARE UNITS OR SHARES.

6.2. Compliance with IRC Section 409A . Notwithstanding anything herein to the contrary, (i) if at the time Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 6.2; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto.

6.3. Employment of Executive . Executive acknowledges that he is employed by TWW or its Affiliates subject to the terms of his employment agreement with TWW (if any). Any change of Executive’s duties as an employee of the Company shall not result in a modification of the terms of this Agreement.

6.4. Equitable Adjustments . Notwithstanding any other provisions in this Agreement or the Plan to the contrary, subject to any required action by shareholders, if (i) the Company shall at any time be involved in a merger, amalgamation, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company, or any distribution to holders of Shares other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment of TWW necessitates action by way of adjusting the terms of the outstanding Awards (collectively, “ Adjustment Events ”), then TWW in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable (taking into consideration such matters, without limitation, as relative value of each class of Shares and the Restricted Share Units, status of vesting and the nature of the Adjustment Event and its impact on the Shares and the Restricted Share Units) to the holders of Shares as a group, as to (i) the

 

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number or kind of Shares or other securities issued or reserved for issuance under the Plan in respect of Restricted Share Units, (ii) the vesting terms under this Agreement, and/or (iii) any other affected terms hereunder.

6.5. Calculation of Benefits . Neither the Restricted Share Units, the Share Bonus Award, nor the Shares shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.

6.6. Setoff . TWW’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder and under the Plan shall be subject to set off, counterclaim or recoupment of amounts owed by such Executive (or any Affiliate of such Executive (or any of its Relatives) that are Controlled by such Executive (or any of its Relatives)) to TWW or its Affiliates (including without limitation amounts owed pursuant to the Plan).

6.7. Remedies .

(a) The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b) Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

6.8. Waivers and Amendments . The respective rights and obligations of TWW and Executive under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) in writing by such respective party. This Agreement may be amended only with the written consent of a duly authorised representative of TWW and Executive.

6.9. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

6.10. CONSENT TO JURISDICTION .

(a) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OR, IF REQUIRED, THE APPROPRIATE GEORGIA STATE OR SUPERIOR COURT, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR

 

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TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 6.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(b) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.

6.11. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

6.12. Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

6.13. Entire Agreement . This Agreement and the Other Documents constitute the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company regarding grants of equity, equity-based or equity-related rights or instruments in any Company, except other agreements with respect to Shares or other securities in TDS.

6.14. Notices . All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 6.14), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or deposited with the U.S. Postal Services mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to TWW or the Company, addressed to:

Travelport Worldwide Limited

c/o Legal Department

300 Galleria Parkway

Atlanta, Georgia 30339

USA

Attention: Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Fax: (770) 563-7878

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in TWW’s records.

 

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Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

6.15. No Third Party Beneficiaries . There are no third party beneficiaries of this Agreement.

6.16. Agreement Subject to Plan . By entering into this Agreement, Executive agrees and acknowledges that Executive has received and read a copy of the Plan and that the Restricted Share Units and Share Bonus Award are subject to the Plan. The terms and provisions of the Plan as may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

6.17. Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile .

(a) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(c) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

 

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IN WITNESS WHEREOF, TWW and Executive have executed this Agreement as of the day and year first written above.

 

COMPANY:
Travelport Worldwide Limited
By:  
Signature:  

 

  Name:
  Title:
EXECUTIVE:
Signature:  

 

 
 
Address:  
Telephone No.  

 

Fax No.  

 

Number of  
Restricted  
Share Units:  

 

15

Exhibit 10.48

MANAGEMENT AWARD AGREEMENT

(2013 Long-Term Management Incentive Program)

THIS MANAGEMENT AWARD AGREEMENT (“ Agreement ”) is made as of January     , 2013 by and between Travelport Limited, a Bermuda company (“ Travelport ”) and                      (“ Executive ”).

RECITALS

In connection with Executive’s employment by Travelport or one of its Affiliates (collectively, the “ Company ”), Travelport intends concurrently herewith to grant to the Executive the Award (as defined below) set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1. Definitions . The terms below shall have the following respective meanings:

Affiliate ” means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is under common control with such specified Person.

Agreement ” has the meaning specified in the Introduction .

Board ” means the board of directors of Travelport (or, if applicable, any committee of the Board).

Cause ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Cause ” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of ten (10) days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.

Change in Control ” shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including

 

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stock of its Affiliates), or otherwise) as a result of which (i) any Person, other than any Permitted Holders, is or becomes the beneficial owner, directly or indirectly, of securities of Travelport (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 50% or more of the combined voting power of Travelport’s then outstanding securities or (ii) all or substantially all of the assets of Travelport, taken as a whole, are sold by lease, license, sale or otherwise.

Company ” has the meaning specified in the Recitals .

Constructive Termination ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Constructive Termination ” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of any Company to pay compensation or benefits when due, in each case which is not cured within thirty (30) days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement (other than any such diminution primarily attributable to the fact that the Company becomes a subsidiary or affiliate of another company or entity) or (D) the primary business office for Executive being relocated by more than 50 (fifty) miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a “Constructive Termination” shall cease to exist for an event on the sixtieth (60 th ) day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

Control ” including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

Disability ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Disability ” shall mean Executive shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties under Executive’s employment. Any question as to the existence of the Disability of Executive as to which Executive and Travelport cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and Travelport. If Executive and Travelport cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Travelport and Executive shall be final and conclusive for all purposes of this Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

Effective Date ” means the date hereof.

Executive ” has the meaning specified in the Introduction .

 

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Permitted Holders ” means at any time each of (i) The Blackstone Group and its Affiliates, but not including, however, any of its portfolio companies and (ii) any Person that acquires voting securities of Travelport or any of its Affiliates as a result of the exchange or conversion of any outstanding indebtedness of Travelport or any of its Affiliates for or into such voting securities.

Person ” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

SECTION 2

GRANT TO EXECUTIVE

Subject to the terms and conditions hereof, Travelport hereby grants Executive an award with a grant date value (as of the date of this Agreement) of USD                     (the “ Grant Date Value ”), as is set forth on the signature page to this Agreement, and Executive accepts such award from Travelport.

SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1. Vesting Schedule .

(a) Subject to Executive’s continuous active employment (which shall not include employment after the Executive has given notice of termination of employment) with the Company through the applicable Settlement Date (as defined below) following the applicable Vesting Date listed below, the award granted to Executive (the “ Award ”) under this Agreement shall be eligible for vesting over a three calendar year period beginning on January 1, 2013, with the following percentages of the Grant Date Value eligible for vesting on the following dates: 12.5% on June 1, 2013; 12.5% on December 1, 2013; 12.5% on June 1, 2014; 12.5% on December 1, 2014; 25% on June 1, 2015 and 25% on December 1, 2015, respectively (each, a “ Vesting Date ”), in each case subject to the Company’s compliance with its obligations under its debt covenants. The portion of the Grant Date Value eligible for vesting on a particular Vesting Date shall each be referred to as a “ Tranche .”

(b) Notwithstanding the foregoing, in the event that:

(i) After a Change in Control, if Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive as the result of a Constructive Termination, in either case within eighteen (18) months of such Change in Control, subject to Executive’s execution, delivery and non-revocation of a separation agreement and general release of all claims or similar agreement as the Company provides in its standard form (or, if applicable, as previously agreed-upon with Executive), which shall be executed no later than forty-five (45) days following such termination of Executive’s employment with the Company, Executive shall be deemed to have vested in the unvested Tranches that would have vested assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (the “ Accelerated Vesting Date ”), and (2) that the Award vests ratably on a monthly basis beginning on the Vesting Date preceding the termination of Executive’s employment through the Accelerated Vesting Date over the remainder of the period that ends on December 1, 2015. Any portion of the Award that remains unvested after the application of this Section 3.1(b)(i) shall be forfeited; and

(ii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(b)(i), Executive shall have no right to further vesting of the Award (and the remainder of such Award s shall be forfeited on such termination of employment).

 

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3.2. Transfer Prohibited . Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other disposition of) any Tranche of the Award before it is vested and paid to Executive. Upon any attempted disposition in violation of this Section 3.2, the unvested Tranche(s) of the Award shall immediately become null and void.

3.3. Delivery of Tranches Following Vesting. No later than sixty (60) days following the Vesting Date (or, if applicable, the Accelerated Vesting Date), the Tranche(s) of the Grant Date Value shall be delivered to Executive, after conversion into local currency (if applicable) and subject to all federal, state and local income or other taxes required by law to be withheld, as well as any other lawful deductions and withholdings (each such date, the “ Settlement Date ”). Travelport may, however, in its sole and complete discretion, determine with respect to each Vesting Date (or, if applicable, the Accelerated Vesting Date) of the Tranche, to deliver the value of such Tranche to Executive in the form of (i) shares of Orbitz Worldwide Inc. (provided such shares are publicly traded on a recognized stock exchange); (ii) cash or cash equivalents; and/or (iii) shares in any Company that are publicly traded on a recognized stock exchange, subject to the limitations and requirements of applicable securities laws. In the event that the Company is delivering shares pursuant to this Section 3.3, the Company shall use the closing trading price of the shares on the business day immediately prior to the applicable Vesting Date (with any partial share delivered in cash). In addition, prior to the delivery of shares pursuant to this Section 3.3, Executive shall execute and return any documents required by the Company to effectuate the delivery of such shares, and provided that Executive shall have paid to the Company such amount as may be requested by Travelport for purpose of depositing any federal, state or local income or other taxes required by law to be withheld with respect to the delivery of the shares (provided that this condition may be satisfied if the Company withholds shares to cover such required withholding amounts).

SECTION 4

RESTRICTIVE COVENANTS

4.1. Non-Competition .

(a) From the date hereof while employed by the Company [and for the      month period following] [until] the date Executive ceases to be employed by the Company (the “ Non-Competition Period ”), irrespective of the cause, manner or time of any termination, Executive shall not use his status [or former status] with any Company or any of its Affiliates [(and in the case of former status, for the direct or indirect benefit of any Competitor)] to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship [or prior relationship] to the Company or any of its Affiliates.

 

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(b) During the Non-Competition Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 4.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 4.1, the term “ Competitor ” means any enterprise or business that is engaged or has plans to engage in, at any time during the Non-Competition Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Non-Competition Period, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or other provides its products or services). During the Non-Competition Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time during the Non-Competition Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United States and any other country in the world in which the Company operated or operates during the Non-Competition Period (subject to the definition of “Competitor”).

(c) From the date hereof while employed by the Company and for the      month period following the date Executive ceases to be employed by the Company (the “ Non-Solicitation Period ”), irrespective of the cause, manner or time of any termination, Executive, without express prior written approval from the Board, shall not solicit any members or then then-current clients of the Company or any of its Affiliates for any existing business of the Company or any of its Affiliates or discussion with any employee of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates.

(d) During the Non-Solicitation Period, Executive shall not interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is an employee of the Company or any of its Affiliates to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any employee of the Company or any of its Affiliates.

 

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(e) For the purposes of this Agreement, “ Proprietary Interest ” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(f) The period of time during which the provisions of this Section 4.1 shall be in effect shall be extended by the length of time during which the parties are in litigation over a claim that the Executive is in breach of the terms hereof.

(g) Executive agrees that the restrictions contained in this Section 4.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement. The Executive further agrees that the restrictions contained in this Section 4.1 constitute entirely separate, severable and independent restrictions.

(h) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

4.2. Confidentiality .

(a) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“ Confidential Information ”) without the prior written authorization of the Board.

(b) “ Confidential Information ” shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

 

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(c) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its Affiliates); provided that Executive shall disclose to any prospective future employer the provisions of Section 4 of this Agreement provided any such employer agrees to maintain the confidentiality of such terms.

(d) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Affiliates, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

4.3. Intellectual Property .

(a) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“ Works ”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“ Prior Works ”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(b) If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“ Company Works ”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(c) Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(d) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating,

 

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maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(e) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including the Travelport Code of Business Conduct & Ethics and other Company policies regarding the protection of confidential information (including without limitation information security and customer data), intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current versions.

4.4. Cooperation with Litigation . During and following the termination of Executive’s employment with the Company (regardless of the reason for Executive’s termination of employment with the Company and which party initiates the termination of employment with the Company), Executive agrees to cooperate with and make himself readily available to the Company, the Company’s Chief Legal Officer (or equivalent position within the Company) and / or its advisers, as the Company may reasonably request, to assist it in any matter regarding Company and its subsidiaries and parent companies, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving the Company over which Executive has knowledge, experience or information. Executive acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by Executive as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

4.5. Specific Performance . Executive acknowledges and agrees that Travelport’s remedies at law for a breach or threatened breach of any of the provisions of this Section 4 would be inadequate and Travelport would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, Travelport, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section 4.

4.6. Survival . The provisions of this Section 4 shall survive the termination of Executive’s employment for any reason. The provisions of this Section 4 are in addition to any other restrictions set forth in any other long-term incentive program award agreement or letter, employment agreement or contract; offer letter; non-competition, non-solicitation, confidentiality, and/or intellectual property agreement; Company policy, guideline or standard; or the protections under applicable law.

 

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SECTION 5

MISCELLANEOUS

5.1. Tax Issues . THE ISSUANCE OF THE AWARD TO EXECUTIVE AND/OR THE DELIVERY OF ANY SHARES PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS. EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE AWARD UNITS AND/OR ANY SHARES OR THIS AGREEMENT . EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE AWARD AND ANY SHARES AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE AWARD OR ANY SHARES.

5.2. Compliance with IRC Section 409A . Notwithstanding anything herein to the contrary, (i) if at the time Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 5.2; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto.

5.3. Employment of Executive . Executive acknowledges that he is employed by Travelport or its Affiliates subject to the terms of his employment agreement with Travelport or an applicable Affiliate (if any). Any change of Executive’s duties as an employee of the Company shall not result in a modification of the terms of this Agreement.

5.4. Calculation of Benefits . Neither the Award nor any shares delivered pursuant to this Award shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.

5.5. Setoff . Travelport’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set off, counterclaim or recoupment of amounts owed by such Executive (or any Affiliate of such Executive (or any of his relatives) that are controlled by such Executive (or any of his relatives)) to Travelport or its Affiliates.

 

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5.6. Remedies .

(a) The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b) Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

5.7. Waivers and Amendments . The respective rights and obligations of Travelport and Executive under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) in writing by such respective party. This Agreement may be amended only with the written consent of a duly authorised representative of Travelport and Executive.

5.8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

5.9. CONSENT TO JURISDICTION .

(a) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OR, IF REQUIRED, THE APPROPRIATE GEORGIA STATE OR SUPERIOR COURT, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 5.9 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(b) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 5.13 OF THIS AGREEMENT.

 

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5.10. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

5.11. Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

5.12. Entire Agreement . This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the Award and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company regarding the Award or any similar award in 2012 or 2013.

5.13. Notices . All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 5.13), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or deposited with the U.S. Postal Services mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to Travelport or the Company, addressed to:

Travelport Limited

c/o Legal Department

300 Galleria Parkway

Atlanta, Georgia 30339

USA

Attention: Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Fax: (770) 563-7878

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in Travelport’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

 

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5.14. No Third Party Beneficiaries . There are no third party beneficiaries of this Agreement.

5.15. Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile .

(a) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(c) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

IN WITNESS WHEREOF, Travelport and Executive have executed this Agreement as of the day and year first written above.

 

COMPANY:
Travelport Limited
By:  
Signature:  

 

  Name:
  Title:
EXECUTIVE:
Signature:  

 

 
 
Address:  
Telephone No.  

 

Fax No.  

 

Grant Date Value:        

 

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Exhibit 10.49

MANAGEMENT AWARD AGREEMENT

(2013 Long-Term Management Incentive Program)

THIS MANAGEMENT AWARD AGREEMENT (“ Agreement ”) is made as of January     , 2013 by and between Travelport Limited, a Bermuda company (“ Travelport ”) and <NAME OF EXECUTIVE> (“ Executive ”).

RECITALS

In connection with Executive’s employment by Travelport or one of its Affiliates (collectively, the “ Company ”), Travelport intends concurrently herewith to grant to the Executive the Award (as defined below) set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1. Definitions . The terms below shall have the following respective meanings:

Affiliate ” means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is under common control with such specified Person.

Agreement ” has the meaning specified in the Introduction .

Board ” means the board of directors of Travelport (or, if applicable, any committee of the Board).

 

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Cause ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Cause ” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of ten (10) days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement. 1

Change in Control ” shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Affiliates), or otherwise) as a result of which (i) any Person, other than any Permitted Holders, is or becomes the beneficial owner, directly or indirectly, of securities of Travelport (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 50% or more of the combined voting power of Travelport’s then outstanding securities or (ii) all or substantially all of the assets of Travelport, taken as a whole, are sold by lease, license, sale or otherwise.

Company ” has the meaning specified in the Recitals .

Constructive Termination ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Constructive Termination ” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of any Company to pay compensation or benefits when due, in each case which is not cured within thirty (30) days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement (other than any such diminution primarily attributable to the fact that the Company becomes a subsidiary or affiliate of another company or entity) or (D) the primary business office for Executive being relocated by more than 50 (fifty) miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a “Constructive Termination” shall cease to exist for an event on the sixtieth (60 th ) day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

Control ” including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

 

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For Wilson, replace with: “Cause” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Cause” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of ten (10) days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, other than de minimis conduct that would not typically result in sanction by an employer of an executive in similar circumstances, (C) conviction which is not subject to routine appeals of right or a plea of “no contest” for (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude for which the potential penalty includes imprisonment of at least one year, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement (excluding a breach of a confidentiality obligation by a statement made by Executive in good faith in Executive’s employment capacity).

 

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Disability ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Disability ” shall mean Executive shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties under Executive’s employment. Any question as to the existence of the Disability of Executive as to which Executive and Travelport cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and Travelport. If Executive and Travelport cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Travelport and Executive shall be final and conclusive for all purposes of this Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

Effective Date ” means the date hereof.

Executive ” has the meaning specified in the Introduction .

Permitted Holders ” means at any time each of (i) The Blackstone Group and its Affiliates, but not including, however, any of its portfolio companies and (ii) any Person that acquires voting securities of Travelport or any of its Affiliates as a result of the exchange or conversion of any outstanding indebtedness of Travelport or any of its Affiliates for or into such voting securities.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

SECTION 2

GRANT TO EXECUTIVE

Subject to the terms and conditions hereof, Travelport hereby grants Executive an award with a grant date value (as of the date of this Agreement) of USD                     (the “ Grant Date Value ”), as is set forth on the signature page to this Agreement, and Executive accepts such award from Travelport.

SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1. Vesting Schedule .

(a) Subject to Executive’s continuous active employment (which shall not include employment after the Executive has given notice of termination of employment) with the Company through the applicable Settlement Date (as defined below) following the applicable Vesting Date listed below, the award granted to Executive (the “ Award ”) under this Agreement shall be

 

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eligible for vesting over a three calendar year period beginning on January 1, 2013, with the following percentages of the Grant Date Value eligible for vesting on the following dates: 12.5% on June 1, 2013; 12.5% on December 1, 2013; 12.5% on June 1, 2014; 12.5% on December 1, 2014; 25% on June 1, 2015 and 25% on December 1, 2015, respectively (each, a “ Vesting Date ”), in each case subject to the Company’s compliance with its obligations under its debt covenants. The portion of the Grant Date Value eligible for vesting on a particular Vesting Date shall each be referred to as a “ Tranche .”

(b) Notwithstanding the foregoing, in the event that:

(i) After a Change in Control, if Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive as the result of a Constructive Termination, in either case within eighteen (18) months of such Change in Control, subject to Executive’s execution, delivery and non-revocation of a separation agreement and general release of all claims or similar agreement as the Company provides in its standard form (or, if applicable, as previously agreed-upon with Executive), which shall be executed no later than forty-five (45) days following such termination of Executive’s employment with the Company, Executive shall be deemed to have vested in the unvested Tranches that would have vested assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (the “ Accelerated Vesting Date ”), and (2) that the Award vests ratably on a monthly basis beginning on the Vesting Date preceding the termination of Executive’s employment through the Accelerated Vesting Date over the remainder of the period that ends on December 1, 2015. Any portion of the Award that remains unvested after the application of this Section 3.1(b)(i) shall be forfeited; and

(ii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(b)(i), Executive shall have no right to further vesting of the Award (and the remainder of such Award s shall be forfeited on such termination of employment).

3.2. Transfer Prohibited . Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other disposition of) any Tranche of the Award before it is vested and paid to Executive. Upon any attempted disposition in violation of this Section 3.2, the unvested Tranche(s) of the Award shall immediately become null and void.

3.3. Delivery of Tranches Following Vesting. No later than sixty (60) days following the Vesting Date (or, if applicable, the Accelerated Vesting Date), the Tranche(s) of the Grant Date Value shall be delivered to Executive, after conversion into local currency (if applicable) and subject to all federal, state and local income or other taxes required by law to be withheld, as well as any other lawful deductions and withholdings (each such date, the “ Settlement Date ”). [Travelport may, however, in its sole and complete discretion, determine with respect to each Vesting Date (or, if applicable, the Accelerated Vesting Date) of the Tranche, to deliver the value of such Tranche to Executive in the form of (i) shares of Orbitz Worldwide Inc. (provided such shares are publicly traded on a recognized stock exchange); (ii) cash or cash equivalents; and/or (iii) shares in any Company that are publicly traded on a recognized stock exchange, subject to the limitations and requirements of applicable securities laws. In the event that the Company is delivering shares pursuant to this Section 3.3, the Company shall use the closing trading price of the shares on the business day immediately prior to the applicable Vesting Date (with any partial share delivered in cash). In addition, prior to the delivery of shares pursuant to this Section 3.3, Executive shall execute and return any documents required by the Company to effectuate the delivery of such shares, and provided that Executive shall

 

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have paid to the Company such amount as may be requested by Travelport for purpose of remitting any income tax or other taxes required by law to be withheld with respect to the delivery of the shares (provided that this condition may be satisfied if the Company withholds shares to cover such required withholding amounts).]

SECTION 4

RESTRICTIVE COVENANTS

4.1. Non-Competition .

(a) From the date hereof while employed by the Company [and for the      month period following] [until] the date Executive ceases to be employed by the Company (the “ Non-Competition Period ”), irrespective of the cause, manner or time of any termination, Executive shall not use his status [or former status] with any Company or any of its Affiliates [(and in the case of former status, for the direct or indirect benefit of any Competitor)] to obtain loans, goods or services from another organization on terms that would not be available to him or any Competitor in the absence of his relationship [or prior relationship] to the Company or any of its Affiliates.

(b) During the Non-Competition Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 4.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 4.1, the term “ Competitor ” means any enterprise or business that is engaged or has plans to engage in, at any time during the Non-Competition Period, any activity either (x) in which the Executive was involved as an employee of the Company or any of its Affiliates to a material extent in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company or (y) in relation to which the Executive holds Confidential Information (as defined in Section 4.2(a)) and in either case which competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Non-Competition Period, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company. During the Non-Competition Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time during the Non-Competition Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that

 

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the Company’s and its Affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United Kingdom, the United States and any other country in the world in which the Company operated or operates during the Non-Competition Period (subject to the definition of “Competitor”).

(c) From the date hereof while employed by the Company and for the      month period following the date Executive ceases to be employed by the Company (the “ Non-Solicitation Period ”), irrespective of the cause, manner or time of any termination, Executive, without express prior written approval from the Board, shall not solicit (whether directly or indirectly) on his own account or on behalf of any Competitor any Clients of the Company or any of its Affiliates or discuss with any employee of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates. For the purposes of Section 4.1(c) and 4.1(d), “Client” shall mean any person, firm, company, organization, or enterprise (A) who or which in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company was provided with products or services by the Company or any of its Affiliates or (B) to or with whom in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company, the Company or any of its Affiliates submitted a tender or a proposal, undertook or made a pitch or presentation or with whom or which it was otherwise negotiating for the supply of products or services or (C) in relation to whom the Executive holds Confidential Information (as defined in Section 4.2(a)).

(d) During the Non-Solicitation Period, Executive, without prior express written approval from the Board, shall not (whether directly or indirectly) on his own account or on behalf of any Competitor deal with any Client.

(e) During the Non-Solicitation Period, Executive shall not (whether directly or indirectly) interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is a Key Person to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, Key Person. For the purposes of this Section 4.1(e), “Key Person” means any person who at the date upon which the Executive ceased to be employed by the Company, or at any point in the preceding 12 month period, (A) was an employee of the Company or any of its Affiliates classified by the Company as Band 9 or above (or equivalent), or (B) who reported directly to the Executive, or (C) with whom the Executive had material dealings.

(f) During the Non-Solicitation Period, Executive, without prior written approval from the Board, shall not (whether directly or indirectly) on his own account or on behalf of any Competitor induce, solicit or entice to try to induce, solicit or entice any Supplier to cease conducting business with the Company or any of its Affiliates or reduce the amount of business conducted with the Company or any of its Affiliates or to adversely vary the terms upon which any business is conducted with the Company or any of its Affiliates. For the purposes of this Section 4.1(f), “Supplier” shall mean any person, firm, company, organization or enterprise who or which at any time in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company (A) supplied products or services (other than utilities or products or services provided for routine administrative purposes) to the Company or any of its Affiliates or (B) was negotiating

 

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with or had pitched to the Company or any of its Affiliates to supply goods or services (other than utilities or products or services provided for routine administrative purposes) to the Company or any of its Affiliates.

(g) For the purposes of this Agreement, “ Proprietary Interest ” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(h) Executive agrees that the restrictions contained in this Section 4.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement. The Executive further agrees that the restrictions contained in this Section 4.1 constitute entirely separate, severable and independent restrictions.

(i) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

4.2. Confidentiality .

(a) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“ Confidential Information ”) without the prior written authorization of the Board.

(b) “ Confidential Information ” shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

 

7


(c) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its Affiliates); provided that Executive shall disclose to any prospective future employer the provisions of Section 4 of this Agreement provided any such employer agrees to maintain the confidentiality of such terms.

(d) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Affiliates, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

4.3. Intellectual Property .

(a) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“ Works ”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“ Prior Works ”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(b) If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“ Company Works ”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(c) Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(d) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating,

 

8


maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(e) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including the Travelport Code of Business Conduct & Ethics and other Company policies regarding the protection of confidential information (including without limitation information security and customer data), intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current versions.

4.4. Cooperation with Litigation . During and following the termination of Executive’s employment with the Company (regardless of the reason for Executive’s termination of employment with the Company and which party initiates the termination of employment with the Company), Executive agrees to cooperate with and make himself readily available to the Company, the Company’s Chief Legal Officer (or equivalent position within the Company) and / or its advisers, as the Company may reasonably request, to assist it in any matter regarding Company and its subsidiaries and parent companies, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving the Company over which Executive has knowledge, experience or information. Executive acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by Executive as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

4.5. Specific Performance . Executive acknowledges and agrees that Travelport’s remedies at law for a breach or threatened breach of any of the provisions of this Section 4 would be inadequate and Travelport would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, Travelport, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section 4.

4.6. Survival . The provisions of this Section 4 shall survive the termination of Executive’s employment for any reason. The provisions of this Section 4 are in addition to any other restrictions set forth in any other long-term incentive program award agreement or letter, employment agreement or contract; offer letter; non-competition, non-solicitation, confidentiality, and/or intellectual property agreement; Company policy, guideline or standard; or the protections under applicable law.

 

9


SECTION 5

MISCELLANEOUS

5.1. Tax Issues . THE ISSUANCE OF THE AWARD TO EXECUTIVE AND/OR THE DELIVERY OF ANY SHARES PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS. EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE AWARD UNITS AND/OR ANY SHARES OR THIS AGREEMENT . EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE AWARD AND ANY SHARES AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE AWARD OR ANY SHARES.

5.2. Legal Entitlement . This Agreement Plan shall not form part of Executive’s employment contract. The rights and obligations of Executive under the terms and conditions of his office or employment with the Company are not affected by his participation in the Award or any right he may have to participate in the Award and nothing in this Agreement or in any instrument executed pursuant to it, shall confer on any person any right to continue in office or employment. Any person who ceases to be an officer or employee with the Company as a result of the termination of his employment for any reason and however the termination occurs, whether lawfully or otherwise, shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or employment or otherwise to any sum, damages or other benefits to compensate that person for the loss or alteration of any rights, benefits or expectations in relation to any grant of the Award or any instrument executed pursuant to it.

5.3. Employment of Executive . Executive acknowledges that he is employed by Travelport or its Affiliates subject to the terms of his employment agreement with Travelport or an applicable Affiliate (if any). Any change of Executive’s duties as an employee of the Company shall not result in a modification of the terms of this Agreement.

5.4. Calculation of Benefits . Neither the Award nor any shares delivered pursuant to this Award shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.

5.5. Setoff . Travelport’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set off, counterclaim or recoupment of amounts owed by such Executive (or any Affiliate of such Executive (or any of his relatives) that are controlled by such Executive (or any of his relatives)) to Travelport or its Affiliates.

 

10


5.6. Remedies .

(a) The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b) Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

5.7. Waivers and Amendments . The respective rights and obligations of Travelport and Executive under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) in writing by such respective party. This Agreement may be amended only with the written consent of a duly authorised representative of Travelport and Executive.

5.8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

5.9. CONSENT TO JURISDICTION .

(a) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OR, IF REQUIRED, THE APPROPRIATE GEORGIA STATE OR SUPERIOR COURT, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 5.9 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(b) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 5.13 OF THIS AGREEMENT.

5.10. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

 

11


5.11. Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

5.12. Entire Agreement . This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the Award and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company regarding the Award or any similar award in 2012 or 2013.

5.13. Notices . All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 5.13), reputable commercial overnight delivery service (including Federal Express) , as set forth below:

If to Travelport or the Company, addressed to:

Travelport Limited

c/o Legal Department

300 Galleria Parkway

Atlanta, Georgia 30339

USA

Attention: Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Fax: (770) 563-7878

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in Travelport’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof as aforesaid. Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

5.14. No Third Party Beneficiaries . There are no third party beneficiaries of this Agreement.

5.15. Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile .

 

12


(a) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(c) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

IN WITNESS WHEREOF, Travelport and Executive have executed this Agreement as of the day and year first written above.

 

COMPANY:
Travelport Limited
By:  
Signature:  

 

  Name:
  Title:
EXECUTIVE:
Signature:  

 

 
 
Address:  
Telephone No.  

 

Fax No.  

 

Grant Date Value:        

 

13

Exhibit 10.55

PORTIONS OF THIS EXHIBIT MARKED BY AN [**] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2.

Amendment 14 to

Worldspan Asset Management Offering Agreement

This amendment is the fourteenth amendment (“Amendment 14”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Travelport, LP (formerly Worldspan L.P.) (“Travelport”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6, effective as of October 1, 2007, Amendment 7, effective as of October 1, 2007, Amendment 8, effective as of October 1, 2007, Amendment 9, effective as of October 1, 2007, and Amendment 10, effective as of March 31, 2009, Amendment 11, effective as of March 31, 2010, Amendment 12,effective as of December 17, 2010, and Amendment 13, effective December 23, 2011 (collectively, the “AMO Agreement”).

Each term defined in the AMO Agreement shall have the same meaning in this Amendment 14 unless otherwise provided herein or inconsistent with the content hereof.

The purposes of this Amendment 14 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 14.

This Amendment 14 becomes effective as of November 21, 2012 (the “Effective Date of Amendment 14”), provided this Amendment is executed by the Parties on or before November 21, 2012.

It shall be a condition precedent to this Amendment 14 that IBM receive, via wire transfer or other electronic transfer on or before 3 PM Eastern Time on November 21, 2012, the amount of [**], as per the following electronic payment instructions:

PNC Bank

IBM Corporation

500 First Avenue

Pittsburgh, PA 15219

Bank Contact: Donna Haber

Telephone: 732-220-3258

[**]

This Amendment 14 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Amendment 14 made by reliable means is considered an original.

The Parties agree that this Amendment 14, which includes the associated documents attached hereto, is the complete agreement among the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 14.

Except for the changes specified in this Amendment 14, all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this Amendment 14 and the AMO Agreement, this Amendment 14 will prevail.

 

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Travelport, IBM and IBM Credit hereby agree that, as of the Effective Date of Amendment 14, the AMO Agreement shall be amended as follows:

 

  1. Monthly Payments Exhibit. Exhibit A (Monthly Payments) to the AMO Agreement is replaced in its entirety with the Exhibit A attached as Attachment 1 to this Amendment 14.

 

  2. Capacity Plan Exhibit. Exhibit B (Capacity Plan) to the AMO Agreement is replaced in its entirety with the Exhibit B attached as Attachment 2 to this Amendment 14.

 

  3. Current Machines Exhibit. Exhibit C (Current Machines) to the AMO Agreement is replaced in its entirety with the Exhibit C attached as Attachment 3 to this Amendment 14.

 

  4. Current Storage Machines . Exhibit C-1 (Current Storage Machines) to the AMO Agreement is deleted in its entirety.

 

  5. Settlement/Termination Percentages Exhibit. Exhibit F (Settlement/Termination Percentages) to the AMO Agreement is replaced in its entirety with the Exhibit F attached as Attachment 4 to this Amendment 14.

 

  6. Order Letter Exhibit. Exhibit G (Travelport Order Letter) to the AMO Agreement is replaced in its entirety with the Exhibit G attached as Attachment 5 to this Amendment 14.

 

  7. Preferred Pricing Arrangement Exhibit. Exhibit M (Preferred Pricing Arrangement) to the AMO Agreement is replaced in its entirety with the Exhibit M attached as Attachment 6 to this Amendment 14.

 

  8. Special Offering Attachment for VM Charges Exhibit. Exhibit N (Special Offering Attachment for VM Charges) to the AMO Agreement is replaced in its entirety with the Exhibit N attached as Attachment 7 to this Amendment 14.

 

  9. Table for System z Engine Deactivation Credit for Maintenance Services. Exhibit P (Table for [**] Engine Deactivation Credit for Maintenance Services) is replaced in its entirety with the Exhibit P attached as Attachment 8 to this Amendment 14.

 

  10. Expiration Date. The fifth paragraph on the first page of the AMO Agreement is amended by replacing the date “December 31, 2014” in the first sentence thereof with the date “December 31, 2017” and by adding thereto the following sentence:

“The period from November 21, 2012 (the “Effective Date of Amendment 14”) through December 31, 2017 may be referred to herein as the “Amendment 14 Extension Term”.”

 

  11. Order Letters . Section 1 of the AMO Agreement, entitled “Cancelled/Superseded Agreements”, is amended by adding thereto the following sentence:

“Order Letters issued during the Amendment 14 Extension Term shall begin with Order Letter 800.”

 

  12. Monthly Payments . Section 2 of the AMO Agreement, entitled “Monthly Payments”, is hereby amended in its entirety to read as follows:

“There will be a single monthly invoice for a “Monthly Payment” for all Machines and Programs (“Products”), Services, leases and financings subject to this AMO Agreement. Each such invoice will be in the form attached as Exhibit I, as that form may be modified from time to time by the mutual agreement of IBM and Travelport, and will provide detail sufficient to satisfy Travelport’s tax and accounting requirements; provided, however, that all such charges shall equal the Monthly Payment for that month. The Monthly Payments pursuant to this AMO Agreement do not necessarily correlate to the market price that Travelport may estimate it would pay for Products outside of this AMO Agreement (the “BAU Price” or “Business as Usual Price”). For the avoidance of doubt, the BAU Price is not the price charged for Products under this AMO Agreement, and the Monthly Payments under the AMO Agreement do not necessarily correlate to any charges (whether recurring or one-time charges) estimated by Travelport, including for Products leased or financed in the AMO Agreement.

 

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Each monthly invoice will be prepared and submitted by IBM in the month prior to the month for which the Monthly Payment included therein is due. Unless and until Travelport directs IBM otherwise, each invoice will be addressed and submitted to Travelport, at its address at 300 Galleria Parkway, Atlanta, Georgia 30339. Each monthly invoice will be due on the fifteenth day of the month for which the Monthly Payment included therein is due, but no earlier than 30 days following Travelport’s receipt of the invoice, and will be payable directly to IBM. IBM Credit has authorized IBM to serve as its collection agent for amounts due to IBM Credit under this AMO Agreement or the TLA. Travelport’s payment to IBM of the Monthly Payments, as adjusted pursuant to this AMO Agreement, will constitute full compensation to IBM Credit for any leased Machines or other financed items that are subject to this AMO Agreement. IBM acknowledges receipt of the Monthly Payments due for all months prior to December 2012. A schedule of the Monthly Payments due for the months after November 2012 is attached as Exhibit A.

The Monthly Payments are due and payable, without any right of set-off or, subject to IBM complying with the last sentence of this paragraph, any defense of any kind, for the full term of this AMO Agreement and are not cancelable except as may be otherwise provided herein. However, any disputed amount solely owed to IBM, as provided in this AMO Agreement, is not required to be paid until the dispute is resolved, with each Party having the right to invoke the Dispute Resolution process set forth in Section 41 of this AMO Agreement if and when that Party deems appropriate; notwithstanding the foregoing, all amounts due to IBM Credit from IBM that are included in the Monthly Payments payable to IBM by Travelport shall be due and payable regardless of any dispute between IBM and Travelport, and regardless of whether IBM or Travelport has invoked the Dispute Resolution process hereunder. This AMO Agreement cannot be terminated except as provided herein or by agreement of the Parties. Furthermore, nothing in this Section 2 shall be construed to relieve IBM of its obligations under the ICA or any other agreement it may have with the Travelport Enterprise.

The Monthly Payments include any applicable charges for normal transportation, installation and deinstallation for Machines installed under this AMO Agreement.

Any charges for Products, Services or financings not specifically described in this AMO Agreement and/or its Exhibits will continue to be invoiced separately to Travelport.

The Monthly Payments do not include any provision for any taxes that may be applicable to the Products, Services, Leases or financing subject to this AMO Agreement. Travelport has responsibility for all such taxes other than taxes based on the net income of IBM or IBM Credit or franchise taxes, capital stock or net worth taxes imposed on IBM or IBM Credit.

Notwithstanding anything to the contrary in the ICA or the TLA, neither IBM nor IBM Credit will have the right or ability to change the Monthly Payments with respect to any Products or Services provided to Travelport under this AMO Agreement except as expressly provided in this AMO Agreement or otherwise mutually agreed by the Parties.

In addition, notwithstanding anything to the contrary in the ICA or the TLA, neither IBM nor IBM Credit will have the right or ability to change the terms and conditions relating to any Products or Services to be provided to Travelport under this AMO Agreement unless (i) such change is made to the comparable terms and conditions for all of IBM’s commercial customers, and (ii) such change does not adversely affect Travelport’s usage of the applicable Product or Service, as provided by IBM, or Travelport’s quiet enjoyment of the applicable Product or Services as provided by IBM Credit. If IBM or IBM Credit makes any permitted change to the terms and conditions relating to any Products or Services to be provided to Travelport under this AMO Agreement and such change is deemed unfavorable by Travelport, then, with thirty (30) days written notice prior to the applicable scheduled install date, Travelport may elect to remove any of the Products or Services affected by such change from this AMO Agreement, provided that with respect to any uninstalled Machines, Travelport must

 

   Page 3 of 53


give IBM notice of the removal no later than thirty (30) days prior to the scheduled install date or ten (10) days after receiving notice of the permitted change, whichever is later. In the event of any such removal, the then current Monthly Payments will be reduced by the amount constituting the portion of the Monthly Payments attributable to the removed Products or Services, as confirmed by an Order Letter. Nothing in this Section 2 shall be construed to relieve Travelport of any obligation for any Lease or financing obligation subject to the TLA; provided, however, that Travelport shall not be required to comply with any such obligation until IBM has given Travelport written notice of the nature and terms of the obligation, which report is certified as accurate in all material respects by an authorized representative of IBM.”

 

  13. Included Agreements. Section 3 of the AMO Agreement, entitled “Included Agreements”, is hereby amended by replacing subsections a, b, and c thereof with the following:

 

  “a. WebServer Software Special Option, effective as of September 30, 2000, among Travelport (f/k/a Worldspan), IBM and IBM Credit, as supplemented and amended from time to time (the “WSSO”).

 

  b. Amended and Restated Enterprise Software Option Agreement, effective as of November 21, 2012, between Travelport (f/k/a Worldspan) and IBM, as supplemented and amended from time to time (the “ESO”).

 

  c. Travelport Enterprise Software and Services Option, effective as of November 21, 2012, among Travelport, IBM and IBM Credit, as supplemented and amended from time to time (the “TESSO”).

 

  d. To the extent described herein, the ICA and the TLA.”

 

  14. Base Capacity. Section 4 of the AMO Agreement, entitled “Base Capacity”, is hereby amended in its entirety to read as follows:

“4. Base Capacity

IBM and Travelport agree that the Machines listed in Exhibits B and C are included in the initial capacity (“Base Capacity”) subject to this AMO Agreement, the charges for which are included in the Monthly Payments. Exhibits B and C list all Machines included in the Base Capacity, including the Current Machines, which are listed in Exhibit C. The Machines listed in Exhibit B and Exhibit C, Section 1 will be leased by IBM Credit to Travelport under the terms of the TLA, as supplemented and modified by this AMO Agreement. The Machines listed in Exhibit C, Section 2 are owned by Travelport and therefore will not be leased by IBM Credit.”

 

  15. TPF Capacity. Section 6 of the AMO Agreement, entitled “TPF Capacity”, is hereby amended in its entirety to read as follows:

“6. TPF Capacity

The Parties agree that the System z processor capacity provided in the TPF Complex by IBM to the Travelport Enterprise to run IBM’s Transaction Processing Facility (“TPF”) software (the “TPF Workload”) shall be comprised solely of [**]. The charges for the [**] are included in the [**]. Until and unless [**] is used by Travelport, no charges will be due or payable by Travelport to IBM for the [**]. If at any time, in any increment, Travelport uses any amount of the [**] for TPF or zVM processing, then Travelport shall immediately become liable for, and make payment to IBM, for acquisition of such capacity at increments described in subsection (3) hereof.

 

   Page 4 of 53


(1) Definitions:

For purposes of the AMO Agreement, the following definitions apply and control:

“TPF Complex” means (i) the [**] identified in Exhibit B as the TPF Complex Replacement Machines, and (ii) the [**] identified in Exhibit B as the TPF Complex Displaced Machines until each of the Displaced Machines is replaced by the applicable Replacement Machine, all of which replacement will occur by [**].

“TPF System” means any base (as opposed to z/VM guest) TPF operating system and associated TPF Workload running in the TPF Complex.

“MIPS” means million instructions per second, which is a unit of measurement for the processing capacity of a Central Processor (“CP”). The capacity of an “Engine” (as further described below), or a Machine or a Central Electronic Complex (“CEC”) is sometimes described in MIPS. MIPS is solely an approximation of relative internal processor performance. The MIPS numbers in this AMO Agreement are specific to, and are to be used solely for measuring elements of, this AMO Agreement. These MIPS numbers are not intended for capacity planning purposes nor does IBM make any representation that they will be an accurate reflection of the results that Travelport might expect to achieve in its unique operational environment.

“TPF Adjusted Peak Capacity Usage” means, for each day, the highest number of MIPS used by the TPF Systems during that day, as described in the subsection below entitled “Capacity Utilization Reporting”.

“TPF Fixed Capacity” means the IBM [**] capacity, expressed in MIPS, acquired by Travelport on an ongoing, permanent basis via purchase or lease acquisition for the specific purpose of running the TPF Workload. It is specifically not TPF Buffer Capacity. z/VM Capacity is specifically a subset of TPF Fixed Capacity. To the extent zVM Capacity is executed, the TPF Fixed Capacity available for TPF Systems is reduced by an equal amount, i.e. , the sum total of the capacity used by TPF Systems and z/VM Systems can never exceed the TPF Fixed Capacity.

“TPF Buffer Capacity” means the additional, incremental IBM [**] capacity, measured in MIPS, which is provided by IBM in aggregate across the TPF Complex above and beyond the TPF Fixed Capacity in the amount of approximately [**] of TPF Fixed Capacity.

“z/VM Capacity” is a subset of TPF Fixed Capacity and is the number of MIPS of the TPF Fixed Capacity that may be used for z/VM Systems. z/VM Capacity is limited to [**] MIPS running on an IBM System z Machine [**] and [**] MIPS running on another IBM [**] Machine [**], for an aggregate total of [**] MIPS of z/VM Capacity. The TPF operating system may be run as a guest of z/VM under the provisions of this paragraph.

“Engine” means an IBM System z Machine general purpose central processor on which the System z instruction set is executed and on which the TPF, z/OS or z/VM operating systems may execute. The MIPS capacity per Engine of IBM processor type [**] Machines is documented in Table B entitled “[**] CP MIPS”.

“z/VM System” means any system running in the TPF Complex that runs under the z/VM operating system.

“TPF Logical System” means a group of production LPARs supporting a specific Travelport customer or internal business function. Production TPF workloads are exclusively run on TPF Logical Systems. In no situation is an LPAR shared by more than one Logical System. As of November 21, 2012, there are [**] separate production LPARs that form [**] Logical Systems: [**].

 

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“TPF Complex System” means (i) a TPF Logical System, (ii) a test TPF Systems that does not run as guest under z/VM, and (iii) a z/VM System.

“Daily Airline Hosting MIPS” means, for each day, the Airline Hosting MIPS used by the TPF Logical Systems during that day, as described in the subsection below entitled “Capacity Utilization Reporting.”

“ESO Agreement” means the Amended and Restated Enterprise Software Option Agreement referenced as an Included Agreement in Section 3.

“Airline Hosting MIPS” has the meaning specified in the ESO Agreement.

(2) Use of the TPF Complex:

Travelport’s use of the TPF Complex is limited as follows:

 

  (a) The use of the TPF Complex for z/VM Systems is restricted to the capacity for which the Travelport Enterprise has specifically licensed z/VM. This may include a license covered by the Revised Special Offering Attachment for VM Charges on IBM [**] Machines set forth in Exhibit N, a z/VM license owned by the Travelport Enterprise and applied to an Integrated Facility for Linux (“IFL”) processor, or any other z/VM licensing agreement between the Travelport Enterprise and IBM.

 

  (b) The use of the TPF Complex for TPF Systems is [**].

 

  (c) If the TPF Adjusted Peak Capacity Usage exceeds TPF Fixed Capacity MIPS for any measurement period for any day in any month, then Travelport must acquire during the following month additional TPF Fixed Capacity in engine boundary configurable increments equal to or greater than the prior month’s reported TPF Buffer Capacity MIPS usage. The purchase price for [**] procured by Travelport under this paragraph shall be the [**]. IBM will adjust TPF Buffer Capacity MIPS to ensure that TPF Buffer Capacity MIPS are approximately [**] of TPF Fixed Capacity, subject to IBM processor type [**] or IBM’s then currently available technology configuration rules. Maintenance Service and Program charges will be billed for all such additional TPF Fixed Capacity in accordance with any applicable agreements in effect between IBM and the Travelport Enterprise.

(3) General:

IBM shall provide the TPF Buffer Capacity, and Travelport agrees to purchase or lease TPF Fixed Capacity if TPF Buffer Capacity is used, under this AMO Agreement. Specifically, the IBM Buffer Capacity remains IBM’s owned asset until and unless procured by Travelport under the terms and conditions of this AMO Agreement. The capacities and settings of these IBM processor type [**] Machines are shown in Table A below, entitled “TPF Complex Setup”.

 

   Page 6 of 53


Table A

TPF Complex Setup

 

TRAVELPORT

CEC

DESIGNATION

 

IBM [**]

PROCESSOR

SERIAL

NUMBER

 

TPF FIXED

CAPACITY

MODEL

 

TPF FIXED

CAPACITY

MIPS*

 

TPF FIXED

+

BUFFER

CAPACITY

MODEL

 

IBM OWNED

TPF BUFFER

MIPS*

 

TOTALTPF

FIXED +

BUFFER

CAPACITY

MIPS*

 

BUFFER MIPS

PRECENTAGE

 

NUMBER
OF

TPF FIXED

CAPACITY

MIPS

AVAILABLE

TO RUN

z/VM

[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]

 

* zOS R1.11 mit MIPS

Note: The Machine capacity designated as available for z/VM Systems shown in the table above does not include capacity used for z/VM Systems on Integrated Facility for Linux (“IFL”) or Integrated Coupling Facilities (“ICF”).

Table B below, entitled “[**] CP MIPS”, shows MIPS data for each IBM processor type [**] capacity setting. The MIPS shown are calculated by multiplying the published IBM LSPR z/OS 1.11 Multi-Image Default Mixed Workload performance measurements by [**].

Table B

[**] CP MIPS

 

Processor Type-Model   #CPs   z/OS V1R11
Multi-image MIPS
  MSUs
[**]   [**]   [**]   [**]

The MIPS shown above are derived from published IBM LSPR z/OS R1.11 Multi-Image Default Mixed Workload performance measurements of IBM machine type [**] Processors. They represent a broad approximation of mixed workload environments, and no representation or warranty is expressed or implied that these MIPS will be realized by Travelport. The Parties agree this MIPS data is to be used solely as a matter of convenience for the purposes discussed in this AMO Agreement.

(4) Capacity Utilization Reporting:

Travelport agrees to measure and report to IBM the number of MIPS used by all of the TPF Complex Systems. This report (the “Capacity Utilization Report”) will be provided to IBM on a monthly basis, in the format of a Microsoft Excel spreadsheet. The Capacity Utilization Report will be used to calculate (i) capacity utilized in excess of the TPF Fixed Capacity pursuant to this AMO Agreement, and (ii) Airline Hosting MIPS for purposes described in the ESO Agreement.

The Capacity Utilization Report will include, at a minimum:

 

   

The installed capacity setting of each Machine in the TPF Complex.

 

   

For each TPF Logical System, a list of production LPARs that comprise it and the percentage, if any, of its capacity that consists of Airline Hosting MIPS, using the methodology described below, or another methodology proposed by Travelport and acceptable to IBM, such acceptance to not be unreasonably withheld.

 

   

For each TPF Complex System, the average number of MIPS used in each [**] minute period beginning at midnight, Greenwich Mean Time, of each day ([**] measurements per TPF Complex System for each day).

 

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For each [**] minute period, the sum of the average number of MIPS used by all the TPF Complex Systems. For each day, the highest of these numbers (the “Peak Capacity Usage” for that day) will be marked with an asterisk or other readily identifiable mark.

 

   

The average number of MIPS used by each TPF Complex System for each [**] minute measurement interval shall be calculated as the sum of the products of (i) each individual Production LPAR’s average utilization for that measurement interval, multiplied by (ii) the Total Enabled Machine Capacity at Initial Capacity Setting (in MIPS) from the TPF Complex Setup Table (Table A), multiplied by (iii) the ratio of the LPAR logical I-Streams to CEC Physical I-Streams.

 

   

For each [**] minute period, the number of MIPS used by each TPF Logical System that are Airline Hosting MIPS, which will be calculated by (i) multiplying (x) the number of MIPS used by each TPF Logical System during that [**] minute period by (y) the percentage of that system that consists of Airline Hosting MIPS, and (ii) taking the sum of the resulting products.

 

   

For each day, the Airline Hosting MIPS for the [**] minute period in which the Peak Capacity Usage occurred (the “Daily Airline Hosting MIPS”) will be marked with an asterisk or other readily identifiable mark.

 

   

A description of any circumstances that Travelport believes caused an abnormality in the data that should result in an adjustment to the Peak Capacity Usage or Peak Airline Hosting MIPS for any day, as described below.

 

   

Travelport will use the software product [**] from [**] in z/VM service machine LPARS on each [**] to measure capacity utilization for all z/VM Systems each minute, and [**] such measurements will be summed and averaged to establish each [**] minute z/VM Capacity utilization level that will be shown for that [**] minute period in the Capacity Utilization Report. Travelport may, with the approval of IBM, which will not be unreasonably withheld, change the method of calculating the z/VM usage.

 

   

For each production LPAR, a notation if that LPAR is running [**] or [**]

The Capacity Utilization Report for each month will be available to IBM no later than the 15 th day of the following month, except, however, that no report will be required from Travelport during the period from the month when the first System [**] Displaced Machine is replaced with a System [**] Replacement Machine until the month after all [**] System [**] Displaced Machines have been replaced with the System [**] Replacement Machines, as described in Exhibit B, but no later than for calendar month April 2013 usage. Travelport will deliver the monthly report electronically to, at a minimum, the IBM AMO Project Executive, the IBM Client Executive, the IBM AMO Account Support Representative and the IBM TPF Product Line Manager. IBM will provide Travelport with appropriate contact information for each of these individuals, and will update that information as applicable.

In the event that an abnormality is apparent in the data reflected in the Capacity Utilization Report for any month, whether caused by an operational or data collection error or other unusual circumstance, the Parties will work in good faith to resolve such error or unusual circumstance. Travelport will clearly identify any such area of concern in the data and will provide additional information as reasonably requested by IBM to clarify the reason for the abnormality. The intention of the Parties is to identify unusual capacity abnormalities caused by unpredictable system situations, such as a “looping program” or Machines outage, and, as necessary, make mutually agreed upon adjustments to the TPF Adjusted Peak Capacity Usage, the Daily Airline Hosting MIPS, or both, that may be necessary to fairly reflect those abnormalities. This provision is not intended in any way to mitigate any real peaks in the workload of these Machines. The TPF Adjusted Peak Capacity Usage for each day will be the reported Peak Capacity Usage for that day as adjusted, if necessary, to account for any abnormality. The Daily Airline Hosting MIPS for each day will be the reported Airline Hosting MIPS for the [**] minute period in which the Peak Capacity Usage occurred for that day as adjusted, if necessary, to account for any abnormality.

 

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Travelport will retain, for 60 days after the end of each month, data showing the MIPS used by each TPF Complex System during that month, as recorded by Travelport at one minute intervals. Within that 60 day period, Travelport agrees to provide that data to IBM upon receipt of a written request from IBM.

For the purpose of calculating capacity utilized in excess of the TPF Fixed Capacity, the Capacity Utilization Report for each month must report the highest TPF Adjusted Peak Capacity Usage for that month.

For the purpose of enabling the calculation of the Annual Airline Hosting MIPS Usage (as such term is defined in the ESO Agreement), the Capacity Utilization Report for each month must report the highest Daily Airline Hosting MIPS during that month.

The Capacity Utilization Report will include a specific column for [**], other hosted airlines, and Airline Hosting MIPS. The Airline Hosting MIPS will be the sum of the MIPS reported as described above for [**] and other hosted airlines.

For each TPF Logical System on which both GDS and Airline Hosting MIPS workloads are run, the percentage of that system’s capacity that consists of Airline Hosting MIPS will be measured and reported using the following method as appropriate to the TPF Logical System in question, or another method proposed by Travelport and acceptable to IBM, such acceptance to not be unreasonably withheld:

 

  1. “Sysco Data Collection” process, which is run on the TPF Logical System called WSP, will be used to calculate the Airline Hosting MIPS used by (1) [**], and (2) other hosted airlines. The “Sysco Data Collection” process will be run twice per day, once in the morning and once in the afternoon, both at or near the peak TPF Logical System utilization period. Travelport will indicate in the Capacity Utilization Report the [**] minute periods in which the “Sysco Data Collection” process is run each day. The two daily “Sysco Data Collection” process results will be averaged to determine the utilization percentages for both the GDS workload component and the Airline Hosting MIPS workload component of the WSP system. The resulting percentage will then be clearly displayed in each day’s Microsoft Excel data sheet in the Capacity Utilization Report and will be used to determine the Airline Hosting MIPS used by the WSP system. In the event that one of the two Sysco Data Collections in a day is cancelled or fails to report data, the data from the remaining Sysco Data Collection will be used. If neither Sysco Data Collection reports data, the data from the previous day will be used.

(5) Miscellaneous:

If Travelport requires additional configured TPF capacity in excess of that described in the TPF Complex Setup Table (Table A), then IBM will offer such capacity in configured Engine boundary increments specified by Travelport for either TPF System or z/VM System use. Maintenance Services and Programs will be charged for all such additional configured capacity. z/VM Capacity will be priced at IBM’s PPA pricing. Any other TPF Complex Machines or microcode enabled changes or additions will also be priced at IBM’s PPA pricing (as described in Exhibit M). Any associated Maintenance Services charges will be determined separately in accordance with any applicable agreements that may then be in effect between IBM and the Travelport Enterprise. Charges for Programs will be determined in accordance with any applicable agreement in effect between the Travelport Enterprise and IBM, including any applicable Additional Agreement. Notwithstanding the foregoing, IBM is not obligated to provide any equipment or any upgrade of installed equipment beyond the date that the equipment or upgrade is no longer available to IBM customers, as specified in any future withdrawal from marketing announcement.”

 

  16. Tape Products Allowance. Section 9 of the AMO Agreement, entitled “Tape Products Allowance”, is hereby deleted in its entirety.

 

   Page 9 of 53


  17. Capacity Reviews. Section 11 of the AMO Agreement, entitled “Capacity Reviews”, is hereby deleted in its entirety.

 

  18. Maintenance Services . Section 12 of the AMO Agreement, entitled “Maintenance Services” is hereby amended in its entirety to read as follows:

“12. Maintenance Services

During the term of this AMO Agreement and for the Monthly Payments specified herein, IBM will provide Maintenance Services for the Machines specified in Exhibit B and in Sections 1 and 2 of Exhibit C. The terms governing these Maintenance Services are contained in the IBM Master Services Attachment for Service Elite, Attachment number MAB7X7W, currently in effect between IBM and Travelport or any follow-on agreement that may subsequently be agreed-to that applies to these types of Machines. Additional terms specific to this AMO Agreement are contained in Exhibit H to this AMO Agreement.

The charges for the Maintenance Services will not be changed during the term of this AMO Agreement, except as expressly provided herein.”

 

  19. Settlement/Termination Charges. Section 16 of the AMO Agreement, entitled “Settlement/Termination Charges”, is amended by replacing the fourth paragraph thereof with the following:

“Notwithstanding anything in this AMO Agreement to the contrary, any Settlement Charge or Termination Charge payable by Travelport pursuant to this AMO Agreement will be reduced by any amounts that may have been then-previously paid by Travelport in connection with the termination of the TESSO.”

 

  20. Covenants. Section 19 of the AMO Agreement, entitled “Covenants”, is amended by adding at the end thereof the following paragraph:

“It shall be a condition precedent to the transactions contemplated by Amendment 14 to this AMO Agreement that Travelport provide an Agreement of Letter of Credit and an Irrevocable Letter of Credit (“ILOC”) from UBS AG in favor of IBM Credit in the initial amount of [**] and in form and substance satisfactory to IBM Credit in its sole discretion on or before 3 PM Eastern Time on November 21, 2012. The ILOC may be reduced in amount pursuant to an Agreement of Letter of Credit between IBM Credit and Travelport. If Travelport elects to make a prepayment toward the Monthly Payments hereunder in order to reduce the amount of the ILOC or otherwise, then IBM and Travelport will mutually restructure the remaining Monthly Payments to appropriately reflect the effect of that prepayment.”

 

  21. Termination Option. The first paragraph of Section 21 of the AMO Agreement, entitled “Termination Option”, is amended by replacing the date “April 1, 2011” with the date “December 1, 2013”.

 

  22. Confidentiality. Section 27 of the AMO Agreement, entitled “Confidentiality”, is amended in its entirety to read as follows:

“27. Confidentiality

The Parties agree that the terms of this AMO Agreement will be subject to the IBM Agreement for Exchange of Confidential Information, signed by IBM on October 5, 2010, between Travelport and IBM, as amended and supplemented (“AECI”). By signing this AMO Agreement, IBM Credit shall be deemed to be a party to the AECI and bound by its terms and conditions as of the Effective Date of this AMO Agreement.”

 

  23. Adverse Economic Event. Section 32 of the AMO Agreement, entitled “Adverse Economic Event”, is hereby deleted in its entirety.

 

   Page 10 of 53


  24. Additional Agreements. Section 34 of the AMO Agreement, entitled “Additional Agreements”, is amended in its entirety to read as follows:

“Each of the Additional Agreements listed below will be considered an Included Agreement for purposes of Section 3 of this AMO Agreement, and any monthly charges that would otherwise be payable pursuant to it for any period of time or transaction occurring during the period after November 21, 2012 through the Expiration Date, will be included in the Monthly Payments and are not separately payable:

 

  1. IBM WebServer Software Special Option, as amended

 

  2. Amended and Restated Enterprise Software Option Agreement, as amended

 

  3. Travelport Enterprise Software and Services Option Agreement, as amended.

 

  4. IBM Work Order to the IBM Master Project Resources Agreement for Consulting and Integration Services (MPRA), Project Title TPF Support and Consulting Services Work Order, dated March 31, 2010, as amended

 

  5. IBM Statement of Work for ServiceElite, On-Site Service Technician, Support Line and zSeries Software Services, Statement of Work Number: AG3BFV

 

  6. IBM Change Authorization, Project Name: Availability Manager, Contract CFTB1GF, Work Number WRJ5J, dated 07/27/12, Change Request 001, Agreement Number HW72730

 

  7. IBM Softek TDMF z/OS Annual Support Services Proforma, dated March 29, 2010, as amended

 

  8. IBM Trial or Loan of Products Supplement, Agreement #0116041, Supplement # LT2F99QM

 

  9. IBM Trial or Loan of Products Supplement, Agreement #0116041, Supplement # LT2F98XN

 

  10. IBM Trial or Loan of Products Supplement, Agreement #0116041, Supplement # LT2F9AJU

 

  11. Change Authorization for ServiceElite, Agreement #MAT9LL5

 

  12. IBM Letter for Conversion of Acquired IBM Programs to IBM Storage Hypervisor Licenses, dated November 14, 2012

This AMO Agreement does not modify the terms and conditions of the Additional Agreements listed above.”

 

  25. Programs and Services Allotments. Section 35 of the AMO Agreement, entitled “Programs and Services Allotments”, is hereby amended as follows:

 

  (a) Section 35.2, entitled “VM Software Subscription and Support Allotment (the “VM S&S Allotment”)”, is amended by replacing the table contained therein with the following table:

 

Period

   Amount  

07/01/06 – 06/30/07

     [**]   

07/01/07 – 06/30/08

     [**]   

07/01/08 – 06/30/09

     [**]   

07/01/09 – 06/30/10

     [**]   

07/01/10 – 06/30/11

     [**]   

07/01/11 – 06/30/12

     [**]   

07/01/12 – 06/30/13

     [**]   

07/01/13 – 06/30/14

     [**]   

07/01/14 – 12/31/14

     [**]   

01/01/15 – 12/31/15

     [**]   

01/01/16 – 12/31/16

     [**]   

 

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  (b) Section 35.4, entitled “SoftwareXcel Allotment”, is amended by replacing the table contained therein with the following table:

 

Period

   Amount  

07/01/06 – 06/30/07

     [**]   

07/01/07 – 06/30/08

     [**]   

07/01/08 – 06/30/09

     [**]   

07/01/09 – 03/31/10

     [**]   

04/01/10 – 12/31/10

     [**]   

01/01/11 – 12/31/11

     [**]   

01/01/12 – 12/31/12

     [**]   

01/01/13 – 12/31/13

     [**]   

01/01/14 – 12/31/14

     [**]   

01/01/15 – 12/31/15

     [**]   

01/01/16 – 12/31/16

     [**]   

 

  (c) Section 35.9, entitled “Transportation/Deinstallation Allotment”, is hereby deleted in its entirety, and IBM confirms that the remaining allotment previously collected by IBM in the amount of [**] is applied in full to the Monthly Payments in Exhibit A.

 

  26. Significant Business Downturn: Section 42 of the AMO Agreement, entitled “Significant Business Downturn”, is hereby amended as follows:

 

  (a) Subsection (a) thereof is amended by adding thereto the following:

“The parties agree that Travelport appropriately executed the agreed reduction to the Monthly Payment related to this subsection commencing as of April 1, 2012, and the parties agree that any remaining reductions were included when calculating the mutually agreed Monthly Payments in Exhibit A added by Amendment 14, and no further reductions are available pursuant to this subsection after the Effective Date of Amendment 14.”

 

  (b) Subsection (b) thereof is amended in its entirety to read as follows:

“(b) If an event, or series of events, beyond the reasonable control of the Travelport Enterprise (for example, terrorist attacks, war, strikes, fire, flood, earthquake, and other acts of God) results in, or is reasonably anticipated to result in, a significant and sustained reduction in the Travelport Enterprise’s requirements for the Products and Services provided by IBM in connection with this AMO Agreement, then upon the request of Travelport, the Parties shall negotiate in good faith to agree upon equitable adjustments to the future charges and other applicable provisions of this AMO Agreement, as well as their related agreements, to appropriately reflect such reduced requirements. Such good faith negotiations will in no way relieve Travelport of its obligations to IBM Credit.”

 

   Page 12 of 53


  27. Next Generation Airline Passenger Service Systems . Section 43 of the AMO Agreement, entitled “Annual Review of Innovation Solutions Options”, is hereby amended in its entirety to read as follows:

“43. Next Generation Airline Passenger Service Systems

IBM agrees that it will use commercially reasonable efforts to assist Travelport in developing next generation airline passenger service systems to satisfy the ongoing requirements of [**] and Travelport’s other existing airline customers. Nothing in this Section shall be construed to cause IBM to provide any Product, Service or resource without charge.”

 

  28. Machines Allotment. Section 47 of the AMO Agreement, entitled “Machines Allotment”, is hereby deleted in its entirety.

 

  29. [**] Services. Section 48 of the AMO Agreement, entitled “[**] Services”, is amended in its entirety to read as follows:

48. [**] Services

Included in [**] is a remaining amount of [**] (the “TPF Services Allotment”) to be applied to charges for TPF Program-related Services, including associated [**] services (collectively, “Eligible TPF Services”), to assist in the [**]. This allotment is not financed by IBM Credit.

If the full amount of the TPF Services Allotment has not been used for Eligible TPF Services by [**], then Travelport may use the remaining portion of the TPF Services Allotment for any new Products or Services that it may obtain from IBM.

The TPF Services Allotment provided pursuant to this Agreement must be used during the term of this Agreement. Eligible TPF Services will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed to Statement of Work issued under the IBM Customer Agreement referenced herein as an Associated Document, or any equivalent agreement in effect between IBM and the Travelport Enterprise. In the event of the expiration or termination of this AMO Agreement prior to the Travelport Enterprise’s use of the amount of TPF Services Allotment specified above, IBM shall retain any unused portion of such amount.

Any travel and living expenses associated with the provision of the Eligible TPF Services that are pre-approved in writing by Travelport, as well as any taxes applicable to the Eligible TPF Services, are in addition to any charges for Eligible TPF Services. IBM will invoice Travelport for such charges and Travelport agrees to pay such charges.

The parties agree, and IBM confirms, that [**] of the total TPF Services Allotment of [**] has been applied to reduce the upfront payment reflected in the fifth paragraph of Amendment 14 to this AMO Agreement from [**].”

 

  30. Listed Programs Services. Section 49 of the AMO Agreement, entitled “Listed Programs Services”, is amended in its entirety to read as follows:

49. Listed Programs Services

As of November 21, 2012, the “LP Services Allotment” available to Travelport under this Section 49 has a remaining balance of [**] (the “Initial LP Services Allotment”). In addition, the [**] include an additional allotment of [**] (the “Additional LP Services Allotment”), making the total amount of the LP Services Allotment available to Travelport as of January 1, 2013 [**]. This LP Services Allotment may be applied, at Travelport’s election, to charges for IBM Services related to the Listed Programs (as such term is defined in the WSSO and the TESSO), including associated [**] services (collectively,

 

   Page 13 of 53


“Eligible LP Services”). Travelport may also elect to apply the LP Services Allotment to [**] or [**] included in the [**]. The LP Services Allotment may not be applied to the leased or financed portion of the [**].

This allotment is not financed by IBM Credit.

IBM will make available the Initial LP Services Allotment as of November 21, 2012 and the Additional LP Services Allotment as of January 1, 2013.

The LP Services Allotment provided pursuant to this AMO Agreement must be used prior to [**]. Eligible LP Services will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed Statement of Work issued under the ICA or any equivalent agreement in effect between IBM and the Travelport Enterprise. If the LP Services Allotment is not used by [**] or upon the earlier expiration or termination of this AMO Agreement prior to Travelport’s use of the amount of LP Services Allotment specified above, IBM shall retain any unused portion of such amount.”

 

  31. System z Engine Deactivation Credit for Maintenance Services. Section 50 of the AMO Agreement, entitled “[**] Engine Deactivation Credit for Maintenance Services”, is hereby amended in its entirety to read as follows:

“50. System z Engine Deactivation Credit for Maintenance Services

Upon 30 days’ notice from Travelport, IBM will deactivate any of the engines in the System z Machines listed in Exhibit B as requested by Travelport. IBM will provide Travelport a System z Engine Deactivation Credit for Maintenance Services (“Deactivation Credit”) for any such deactivation. The Deactivation Credit will be calculated from the table in Exhibit P and will be the difference of the Monthly Amount Per Feature Code of the current Processor CP Setting and the Monthly Amount Per Feature code of the new Processor CP Setting. The Deactivation Credit will be applied to reduce the [**] in [**] increments from the month following the Processor CP setting reduction until [**]. The Deactivation Credit will be confirmed via an Order Letter.”

 

  32. Credit Incentive Allotment. The AMO Agreement is amended by adding after Section 50 thereof a new Section 51 to read as follows:

“51. Credit Incentive Allotment

In consideration for signing Amendment 14 to this AMO Agreement, IBM will make available to Travelport an allotment of funding in the amount of [**] (the “Credit Incentive Allotment”), which is included in the [**]. Travelport may apply the Credit Incentive Allotment to [**] or [**] included in the [**]. The Credit Incentive Allotment may not be applied to the leased or financed portion of the [**].

This allotment is not financed by IBM Credit and is prepaid to IBM.

IBM will make available the full amount of the Credit Incentive Allotment upon receipt of the [**]. The use of the Credit Incentive Allotment will be documented in an Order Letter.

The Credit Incentive Allotment provided pursuant to this AMO Agreement must be used prior to [**]. Eligible IBM Products and Services will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed Statement of Work issued under the ICA or any equivalent agreement in effect between IBM and the Travelport Enterprise. If the Credit Incentive Allotment is not used by [**] or upon the earlier expiration or termination of this AMO Agreement prior to Travelport’s use of the amount of Credit Incentive Allotment specified above, IBM shall retain any unused portion of such amount.”

 

   Page 14 of 53


  33. Software Acquisition Allotment. The AMO Agreement is amended by adding after Section 51 thereof a new Section 52 to read as follows:

“52. Software Acquisition Allotment

The [**] include an allotment of [**] (the “Software Acquisition Allotment”) to be applied to charges for new IBM Programs and Subscription and Support for Programs not included in the WSSO. Travelport may also elect to apply the Software Acquisition Allotment to [**] or [**] included in the [**]. The Software Acquisition Allotment may not be applied to the leased or financed portion of the [**].

This allotment is prepaid and financed by IBM Credit as TLA Option S.

IBM will make available the full amount of the Software Acquisition Allotment upon receipt of the [**]. The use of the Software Acquisition Allotment will be documented in an Order Letter.

The Software Acquisition Allotment provided pursuant to this AMO Agreement must be used prior to [**]. The IBM Products or Services purchased with the Software Acquisition Allotment will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed Statement of Work issued under the ICA or any equivalent agreement in effect between IBM and the Travelport Enterprise. If the Software Acquisition Allotment is not used by [**] or upon the earlier expiration or termination of this AMO Agreement prior to Travelport’s use of the amount of Software Acquisition Allotment specified above, IBM shall retain any unused portion of such amount.”

 

  34. Option to Acquire [**] or Then-Current Technology. The AMO Agreement is amended by adding after Section 52 thereof a new Section 53 to read as follows:

53. Option to Acquire [**] or Then-Current Technology

Travelport will have the option (“System z Upgrade Option”) to upgrade (i) the [**] systems (“[**] systems”) set forth in Table B below to [**] of IBM’s then-most current commercially available high-end System z technology systems, and (ii) the [**] systems (“[**] systems”) set forth in Table B below to [**] of IBM’s then-most current commercially available high-end System z technology systems, each for a new [**] term. For avoidance of doubt, the System z Upgrade Option is to upgrade all of the aforementioned systems, and not a portion thereof, at the same time. Travelport may only exercise the System z Upgrade Option by giving IBM written notice thereof from [**] through [**]. The lease rent for the upgraded systems will be the then-existing lease rent for the replaced [**] systems and [**] systems plus or minus the amounts set forth in the “Increase/Decrease (+)/(-) to Monthly Rent” column in Table A below (the “System z Upgrade Adjustment Amounts”), which amounts are based upon the date Travelport exercises the System z Upgrade Option and may be changed as described in the following paragraph.

The System z Upgrade Adjustment Amounts set forth in Table A below are based on the lease payments for the [**] and/or [**] systems as of [**], and if there is any change or restructuring of those lease payments prior to Travelport’s exercise of the System z Upgrade Option, whether as a result of changes to the [**] systems or the [**] systems, prepayments, or otherwise, then at that time any associated changes to the System z Upgrade Adjustment Amounts will be negotiated and mutually agreed upon by Travelport and IBM Credit as documented in an Order Letter.

Any adjustment in the lease rent for the upgraded systems pursuant to this Section will be reflected by a corresponding adjustment in the Monthly Payments payable pursuant to this AMO Agreement.

 

   Page 15 of 53


The transactions contemplated by this section are contingent on Travelport executing all necessary documents reasonably requested by IBM Credit and providing an ILOC from UBS AG, or another financial institution with a Moody’s Investors Service issuer rating of A3 or higher, in favor of IBM Credit for the incremental financed amount for the upgraded systems over the financed amount for the replaced systems, with such documents being in form and substance satisfactory to IBM Credit in its sole discretion. The ILOC shall be provided to IBM Credit on or prior to the date of execution of the documents necessary to effect the acquisition of the system upgrades hereunder.

Table A

 

Month Option Exercised

   Month
Shipped
     Payment
Start Date
     Increase (+)/Decrease (-)
to Monthly Rent
 

[**]

     [**]         [**]         [**]   

This System z Upgrade Option is based on the maximum incremental MIPS (as defined in Section 6) added to the Machine(s) for the specific configurations of the footprint(s) as reflected in Table B below. However, in addition to these incremental MIPS, IBM will continue to provide the TPF Buffer Capacity as provided in Section 6.

The prices reflected in the System z Upgrade Option are for [**] footprints of IBM’s then-most current commercially available high-end System z technology system, each with the options and features included in the corresponding system being replaced, and do not include the price of any additional options or features. In addition, these prices assume the replaced machines are returned no later than [**] days after the installation of the new upgraded machines. Installation services are not included and are in addition to the prices reflected in the System z Upgrade Option.

IBM has the right to reasonably approve or refuse requested configurations of IBM’s then-most current commercially available high-end System z technology systems. IBM will only deliver technology systems which are publicly announced or generally available from IBM.

Final pricing for the System z Upgrade Option may be adjusted by mutual agreement based on announcement level LSPR performance in a mixed workload environment.

The information in this Section is confidential to IBM and is subject to the terms of the AECI.

 

   Page 16 of 53


Table B

 

    CURRENT [**]   UPGRADED SYSTEM

DESCRIPTION

  OPERATING
SYSTEM
  TYPE-MODEL   CAPACITY
MODEL
  BOOKS   MIPS   BOOKS   MAXIMUM INCREMENTAL MIPS
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]

 

  35. Acquisition of Future MIPS on IBM System [**] or Then Currently Available Technology. The AMO Agreement is amended by adding after Section 53 thereof a new Section 54 to read as follows:

“54. Acquisition of Future MIPS on IBM System [**] or Then Currently Available Technology

IBM will provide Travelport an option to acquire up to [**] additional engines, up to a maximum of [**] MIPS, on either (i) the [**] Machines subject to Amendment 14 to this AMO Agreement, or (ii) the then current technology available to Travelport.

This additional capacity may be acquired in a single increment or in multiple increments. IBM will allow the additional capacity to be installed on any of the Travelport TPF CECs, as long as the total additional engine count does not exceed [**] total engines and is for no more than [**] MIPS in total, across the [**] as of the Effective Date of Amendment 14. All upgrades implementing this additional capacity must be made on engine capacity boundaries and be deliverable by microcode only. All TPF Buffer Capacity required by the additional capacity must also be deliverable by microcode only. Any additional infrastructure required for either additional or buffer capacity may result in additional charges.

If and when Travelport acquires any of this additional capacity, Travelport will pay [**] per MIPS and IBM will issue to Travelport a credit upon receipt of payment equal to [**] per MIPS. IBM will determine the MIPS capacity settings.

Travelport may also obtain from IBM maintenance for any of this additional capacity at a price [**] per MIPS; provided that this pricing (i) applies only to upgrades, not to downgrades, and (ii) cannot be applied to net new Machines.”

 

  36. Storage Education and Software Services Allotment. The AMO Agreement is amended by adding after Section 54 thereof a new Section 55 to read as follows:

“55. Storage Education and Implementation Services Allotment

The [**] include an allotment of [**] (the “Storage Implementation Allotment”) to be applied to charges for IBM storage education and implementation services. The Storage Implementation Allotment may not be applied to any leased or financed invoices.

This allotment is prepaid and financed by IBM Credit as TLA Option S.

IBM will make available the full amount of the Software Implementation Allotment upon receipt of the [**]. The use of the Storage Implementation Allotment will be documented in an Order Letter.

The Storage Implementation Allotment provided pursuant to this AMO Agreement must be used prior to [**]. The IBM storage education and implementation services purchased with this Storage Implementation Allotment will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed Statement of Work issued under the ICA or any equivalent agreement in effect between IBM and the Travelport Enterprise. If the Storage Implementation Allotment is not used by [**] or upon the earlier expiration or termination of this AMO Agreement prior to Travelport’s use of the amount of Storage Implementation Allotment specified above, IBM shall retain any unused portion of such amount.”

 

   Page 17 of 53


  37. IBM HW Upgrade Allotment. The AMO Agreement is amended by adding after Section 55 thereof a new Section 56 to read as follows:

“56. IBM HW Upgrade Allotment

The [**] include an allotment of [**] (the “IBM HW Upgrade Allotment ”) to be applied to lease charges for new IBM Machine Features installed, on and after [**], on Machines subject to this AMO Agreement, as amended by Amendment 14 hereto.

This allotment is prepaid and financed by IBM Credit as TLA Option S.

IBM will make available the full amount of the IBM HW Upgrade Allotment upon receipt of the [**]. The use of the IBM HW Upgrade Allotment will be documented in an Order Letter.

The IBM HW Upgrade Allotment provided pursuant to this AMO Agreement must be used prior to [**]. The IBM Machines Features acquired with this IBM HW Upgrade Allotment will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise. If the IBM HW Upgrade Allotment is not used by [**] or upon the earlier expiration or termination of this AMO Agreement prior to Travelport’s use of the amount of IBM HW Upgrade Allotment specified above, IBM shall retain any unused portion of such amount.”

 

  38. Existing Credits/Funds. The AMO Agreement is amended by adding after Section 56 thereof a new Section 57 to read as follows:

“57. Existing Credits/Funds

The following credits and funds to which Travelport became entitled prior to the Effective Date of Amendment 14 will be retained for later use by Travelport:

 

  (a) The Parties agree that there is [**] remaining from the [**] described in Order Letter 731, which amount will be retained for later use by Travelport in accordance with the provisions of that Order Letter.

 

  (b) The Parties agree that there is [**] remaining from the [**] provided in Section 35.7 of this AMO Agreement, which amount Travelport may use to acquire [**] from IBM notwithstanding the deletion of that Section of this AMO Agreement.

 

  (c) The Parties agree that there is [**] remaining from the Order Letter 759 Credit for [**], which amount will be retained for later use by Travelport in accordance with the provisions of that Order Letter.

 

  (d) The Parties agree that there is [**] remaining from the Order Letter 778 Credit for [**], which amount will be retained for later use by Travelport in accordance with the provisions of that Order Letter.

 

  (e) The Parties agree that there is [**] for [**] remaining from the Order Letter 722, Attachment B, IBM Letter dated November 23, 2010, which amount will be retained for later use by Travelport in accordance with the provisions of that Order Letter. ”

 

  38. Continued Effect. Except for the changes specified in this Amendment 14, all other terms and conditions of the AMO Agreement remain unmodified.

 

   Page 18 of 53


  39. Entire Agreement. The Parties agree that this Amendment 14 and the Included Agreements are the complete agreement between the Parties and replace any prior oral and/or written communications between the parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 14. If there is a conflict between the terms of this Amendment and the terms of an Included Agreement, this Amendment 14 prevails.

 

Agreed to:       
Travelport, LP by Travelport Holdings, LLC , its General Partner       
By:  

/s/ Mark Ryan

      
  Authorized Signature       
Name:  

Mark Ryan

      
Date:  

November 21, 2012

      
Jurisdiction of Organization: Delaware       
Agreed to:     Agreed to:
International Business Machines Corporation     IBM Credit LLC
By:  

/s/ M.C. Henne

    By:   

/s/ Nicholas P. Rogers

  Authorized Signature        Authorized Signature
Name:  

M.C. Henne

    Name:   

Nicholas P. Rogers

Date:  

November 21, 2012

    Date:   

November 21, 2012

Customer No.: 9885094       
AMO Agreement No.: ASVB594       
IBM Customer Agreement No.: JJT-0003       
Term Lease Agreement No.: JJT-0001       

 

   Page 19 of 53


Attachment 1

Exhibit A

Monthly Payments

The Monthly Payments shall be as follows:

 

Month

   Monthly Payment  

[**]

     [**]   

 

   Page 20 of 53


Note: It shall be a condition precedent to the transactions contemplated by Amendment 14 to this AMO Agreement that IBM receive, via a wire transfer on or before 3:00 PM Eastern Time on 11/21/2012, the amount of US [**] as provided in the fifth paragraph of Amendment 14 to this AMO Agreement, as per the following electronic payment instructions:

PNC Bank

IBM Corporation

500 First Avenue

Pittsburgh, PA 15219

Bank Contact:             Donna Haber

Telephone:                  732-220-3258

[**]

 

   Page 21 of 53


Attachment 2

Exhibit B

Capacity Plan

Processor Capacity Plan

Environment definitions by Workload:

TPF Complex: The TPF Complex is composed of [**] Machines currently operating in the existing Travelport GDS System. This complex will be created via the upgrade of these [**] machines to [**] machines. These Machines will be shipped by IBM on or before November 30, 2012 and upgraded as shown in Attachment 1.

zOS Complex: zOS applications are currently hosted on [**] Machines, serials [**]. This complex will be created via the upgrade of these [**] Machines to [**] machines. These Machines will be shipped by IBM on or before November 30, 2012 and upgraded as shown in Attachment 1.

 

I. TPF, zOS and DR Complexes:

Hybrid Machine Upgrades

As part of the IBM Hybrid Program (“Hybrid Program”), the Leases for the Base Capacity Machines identified below as “Displaced Machines” are being terminated on the Lease Termination Dates shown below and the Displaced Machines are being returned by Travelport to IBM Credit. The Leases associated with the Displaced Machines will be terminated and the Lease termination charges will be financed by IBM Credit upon the installation of the corresponding Replacement Machines and such termination charges are included in the Monthly Payments. As a replacement to the Displaced Machines, Travelport is receiving the upgraded IBM Replacement Machines identified below and further described in Attachment 1 to this Exhibit B, which will be leased to Travelport under the TLA and subject to this AMO Agreement.

 

  A. TPF Complex:

IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s TPF Complex as defined above:

 

TPF Complex
Displaced Machines
  TPF Complex
Replacement Machines

Machine-Model-Serial #

 

Lease

Termination Date

 

Machine-Model

Plant Order#

 

Estimated Date
of Installation

 

Return

Date

[**]   [**]   [**]   [**]   [**]

These Machines are being leased pursuant to TLA Option B+.

 

  B. zOS Complex:

IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s zOS Complex as defined above:

 

zOS Complex
Displaced Machines
  zOS Complex
Replacement Machines

Machine-Model-Serial #

 

Lease

Termination Date

 

Machine-Model

Plant Order#

 

Estimated Date
of Installation

 

Return

Date

[**]   [**]   [**]   [**]   [**]

These Machines are being leased pursuant to TLA Option B+.

The Replacement Machines are the result of new IBM upgrades being added to used IBM Credit base Machines. The Displaced Machines must be returned to IBM Credit by [**]. As of the applicable Lease Termination Dates,

 

   Page 22 of 53


Travelport releases all of its interest in the Displaced Machines and IBM Credit agrees to discontinue the Leases for the Displaced Machines and to relieve Travelport from all continuing obligations after the Displaced Machines are returned to IBM Credit, provided Travelport has paid all amounts due and payable or any other amounts (such as taxes) that may have accrued for the Displaced Machines up to the applicable Termination Dates. Travelport acknowledges it shall continue to be responsible for those obligations that would survive the discontinuance of the Lease for Displaced Machines as set forth in the TLA.

If Travelport returns any of the Displaced Machines to IBM Credit prior to [**], IBM will provide a Monthly Early Return Credit from the date of return through [**], in the applicable amount shown in the table below for each specified Displaced Machine.

 

Type

   Model      Serial
Number
     Monthly
Early Return
Credit
 

[**]

     [**]         [**]         [**]   

Normal installation of the Replacement Machines, as well as de-installation, packing and return shipping of the Displaced Machines, will not be separately chargeable to Travelport; however should Travelport fail to return any of the Displaced Machines by [**], IBM shall charge Travelport a rental fee as shown in the table below for each retained Displaced Machine for each month or partial month such Displaced Machines are retained by Travelport after the [**] return date. Maintenance Services charges will be in addition to the amounts shown below.

 

Displaced Machine Serial

  

Rent/Month

 

[**]

     [**]   

Installation and De-installation

For the Machines specified above, IBM shall be responsible for normal installation of the Machines and de-installation of the Machines. IBM shall also be responsible for the normal de-installation of the Machine Modifications indicated in Attachment 1. IBM will not provide, nor be liable for, de-installation or other services for Machines not leased under this AMO Agreement or for movement of Machines between buildings.

 

   Page 23 of 53


II. Additional Storage Systems Capacity:

Storage Systems

Travelport is receiving the Machines identified below and further described in Attachment 2 to this Exhibit B, which will be leased to Travelport under the TLA and subject to this AMO Agreement.

 

  A. [**]

 

     

Term; Repair Level

 

Machines

Warranty Period:   12 Months, 24x7x4 Standard Warranty   [**]
Maintenance Services:   24x7x4 post Warranty Hardware Maintenance to 12/31/2016   [**]
Custom Technical Support:   Full Shift from installation to 12/31/2016   [**]
Supportline:   Full Shift from installation to 12/31/2016   [**]

[**]

 

Type

 

Model

 

Order
Number

 

Estimated Date of Installation

 

TLA
Option

 

Lease End
Date

[**]   [**]   [**]   [**]   [**]   [**]

[**]

 

Type

 

Model

 

Order
Number

 

Estimated Date of Installation

 

TLA
Option

 

Lease End
Date

[**]   [**]   [**]   [**]   [**]   [**]

[**]

 

Type

 

Serial
Number

 

Order
Number

 

MES
Number

 

Estimated Date of Installation

 

TLA
Option

 

Lease
End Date

[**]   [**]   [**]   [**]   [**]   [**]   [**]

 

  B. [**] Infrastructure

 

     

Term; Repair Level

 

Machines

Warranty Period:  

12 Months, 24x7x4 Standard Warranty

 

36 Months, 24x7 (Warranty Service Upgrade)

 

Not applicable as this is licensed functions

  [**]
Maintenance Services:  

24x7x4 post-warranty HW Maintenance to 12/31/2016

 

Not applicable as this is licensed functions

  [**]
Custom Technical Support:   Full Shift from installation to 12/31/2016   [**]
Supportline:   N/A   [**]

 

   Page 24 of 53


Type

 

Model

 

Order

Number

 

Estimated Date of Installation

 

TLA

Option

 

Lease End

Date

[**]   [**]   [**]   [**]   [**]   [**]

 

  C. [**]

 

     

Term; Repair Level

 

Machines

Warranty Period:   36 Months, 24x7 (warranty service upgrade)   [**]
Maintenance Services:  

24x7x4 maintenance through 12/31/2016

 

Not applicable as this is licensed functions

  [**]
Custom Technical Support:   Full Shift, through 12/31/2016   [**]
Supportline:   Full Shift, through 12/31/2016   [**]

 

Type

 

Model

 

Order
Number

 

Estimated Date of Installation

 

TLA
Option

 

Lease End
Date

[**]   [**]   [**]   [**]   [**]   [**]

 

  D. [**]

 

     

Term; Repair Level

 

Machines

Warranty Period:  

36 Months, 24x7 (warranty service upgrade)

 

Not applicable as this is licensed functions

  [**]
Maintenance Services:  

24x7x4 maintenance through 12/31/2016

 

Not applicable as this is licensed functions

  [**]
Custom Technical Support:   Full Shift, through 12/31/2016   [**]
Supportline:   Full Shift, through 12/31/2016   [**]

 

   Page 25 of 53


Type

  Model   Order
Number
  Estimated Date of Installation   TLA
Option
  Lease End
Date
[**]   [**]   [**]   [**]   [**]   [**]

 

  E. [**]: Production Upgrades, new Development Infrastructure

 

      

Term; Repair Level

  

Machines

Warranty Period:   

12 Months, 24x7x4 Warranty

 

12 months 24x7x4 Warranty on the MES Upgrade

   [**]
Maintenance Services:    24x7x4 maintenance through 12/31/2016    [**]
Custom Technical Support:    Full Shift, from installation through 12/31/2016    [**]
Supportline:    Full Shift, from installation through 12/31/2016    [**]

 

Type

  Model   Order
Number
  Estimated Date of Installation   TLA
Option
  Lease End
Date
[**]   [**]   [**]   [**]   [**]   [**]

 

  F. [**]

 

      

Term; Repair Level

  

Machines

Warranty Period:   

12 Months, 24x7x4

 

36 Months, 24x7 (Warranty service upgrade)

 

Not applicable as this is licensed functions

   [**]
Maintenance Services:   

24x7x4 post warranty HW Maintenance to 12/31/2016

 

Not applicable as this is licensed functions

   [**]
Custom Technical Support:    Full Shift from installation to 12/31/2016    [**]
Supportline:    Full Shift from installation to 12/31/2016    [**]

 

   Page 26 of 53


Type

  Model   Serial Number/
Order Number
  Estimated Date of
Installation
  TLA
Option
  End of Lease
Date
[**]   [**]   [**]   [**]   [**]   [**]

 

   Page 27 of 53


III. Additional [**] Systems:

[**] Systems

Travelport is receiving the Machines identified below and further described in Attachment 3 to this Exhibit B, which will be leased to Travelport under the TLA and subject to this AMO Agreement.

 

      

Term; Repair Level

  

Machines

Warranty Period:   

36 Months, 24x7x4 Warranty Service Upgrade

 

Not applicable as this is licensed function:

   [**]
Maintenance Services:   

24x7x4 post Warranty Hardware Maintenance to 12/31/2016

 

Not applicable as this is licensed function

   [**]
Custom Technical Support:    Not applicable    [**]
SWMA for AIX Standard Edition:    Full shift from installation to 12/31/2016    [**]

 

Type

  Model   Serial Number/
Order Number
  MES
Number
  Estimated Date
of Installation
  TLA
Option
  Return
Date
[**]   [**]   [**]   [**]   [**]   [**]   [**]

Software

 

Part#

  

Description

[**]    [**]

 

   Page 28 of 53


Attachment 1 to Exhibit B

Configurations of the [**] Machine Modifications for the TPF Complex

Warranty Services are included for 12 months. After the expiration of the warranty, Maintenance Services are included with these Machines through [**].

 

1. CEC100

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 29 of 53


2. CEC200

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 30 of 53


3. CEC300

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 31 of 53


4. CEC400

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 32 of 53


5. CEC500

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 33 of 53


6. CEC600

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 34 of 53


7. SYS61

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 35 of 53


8. SYS63

 

Product

  

Description

  

Qty

[**]    [**]    [**]

 

   Page 36 of 53


Attachment 2 to Exhibit B

Configurations of the Storage Systems

 

A. [**]

 

  a. [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  b. [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  c. [**]

 

Machine /
Feature

 

Description

 

Serial #

 

Qty

[**]   [**]   [**]   [**]

 

B. [**] Infrastructure

 

  a. [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  b. [**] : Qty [**] of the [**] configuration below:

 

Machine /
Feature

 

Description

 

Serial #

 

Qty

[**]   [**]   [**]   [**]

 

C. [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

D. [**] Machines

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

   Page 37 of 53


E. New Development [**] Upgrades

 

Machine /
Feature

 

Description

 

Serial #

 

Qty

[**]   [**]   [**]   [**]

 

F. [**].

 

  a. [**] to be installed at [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  b. [**] for [**]:

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  c. [**] for [**]:

 

Machine /
Feature

 

Description

 

Serial #

 

Qty

[**]   [**]   [**]   [**]

 

   Page 38 of 53


Attachment 3 to Exhibit B

Configurations of the [**] Systems

[**] Systems [**]

 

  1. [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  2. [**]

 

Machine /
Feature

 

Description

 

Qty

[**]   [**]   [**]

 

  3. [**] Upgrades

 

Machine /
Feature

 

Description

 

Serial #

 

Qty

[**]   [**]   [**]   [**]

 

  4. Software

 

Part#

 

Description

[**]   [**]

 

   Page 39 of 53


Attachment 3

Exhibit C

Current Machines

Section 1. Travelport - Leased Machines

 

  A. Maintenance Services are included for the Machines listed below until the applicable Return Date for each such Machine.

Processors:

 

Machine

Type

  Model   Serial   Return Date   Repair
Level
[**]   [**]   [**]   [**]   [**]

 

  B. Maintenance Services are included for each of the Machines listed below until the applicable Maintenance End Date shown below.

 

Machine

Type

  Model   Serial   Maintenance
End Date
  Repair
Level
  TLA
Option
  Lease
End
[**]   [**]   [**]   [**]   [**]   [**]   [**]

 

  B. The following Travelport - Leased Machines are on warranty or prepaid maintenance. Upon warranty or prepaid maintenance expiration, Maintenance Services are included for the Machines shown below until the applicable Maintenance End Date shown below.

 

Machine

Type

  Model   Serial   Expiration of
Warranty or
Prepaid
Maintenance
  Maintenance
End Date
  Repair
Level
  TLA
Option
  Lease End
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]

 

   Page 40 of 53


Section 2. Travelport - Owned Machines

 

  A. The following Travelport -owned Machines are currently on warranty or prepaid maintenance. Upon warranty or prepaid maintenance expiration, Maintenance Services are included for the Machines shown below until the applicable Maintenance End Date shown below.

 

Machine
Type

 

Model

 

Serial

 

Expiration of
Warranty or
Prepaid
Maintenance

 

Maintenance
End Date

 

Repair
Level

[**]   [**]   [**]   [**]   [**]   [**]

B. The following Travelport -owned Machines are currently on Maintenance Services and will remain on Maintenance Services until the Maintenance End Date shown below.

 

Machine
Type

 

Model

 

Serial

 

Maintenance
End Date

 

Repair
Level

[**]   [**]   [**]   [**]   [**]

 

   Page 41 of 53


Section 3. Supportline, Customer Technical Support and Software Maintenance

The following Machines are covered by the noted Services in the table below for the dates stated below.

 

Service Description

 

Machine
Type

 

Model

 

Serial

 

Service
Start

 

Service
End Date

 

Repair
Level

[**]   [**]   [**]   [**]   [**]   [**]   [**]

IBM and Travelport will perform a reconciliation of Exhibit C and if discrepancies are found, IBM will adjust the [**] based on the additions and or deletions which Travelport and IBM mutually agree to make to Exhibit C.

The [**] include all Maintenance Services, Supportline and Custom Technical Support for the Products included in [**]. Once all serial numbers and installation dates are obtained for the Products included in [**], IBM will send Travelport an Order Letter adding that information to Exhibit C without any adjustment to the [**] or other additional charge to Travelport.

 

   Page 42 of 53


Attachment 4

Exhibit F

Settlement/Termination Percentages

 

I. Termination Percentages

 

Termination Date

 

Termination Percentage

[**]   [**]

 

II. Settlement Percentages

 

Default Date

 

Settlement Percentage

[**]   [**]

 

   Page 43 of 53


Attachment 5

Exhibit G

Travelport Order Letter

Attention: Order Letter Administrator, Fax Number: (877) 426-2493, Email: oiocso@br.ibm.com

Subject: Asset Management Offering Agreement, effective as of July 1, 2002, among IBM, IBM Credit and Travelport; AMO Agreement No. ASVB594, as amended (collectively, the “AMO Agreement”).

Order Letter Number:

Travelport hereby orders and, if applicable, leases or finances from IBM Credit, the Machines, Programs and/or Services listed below in accordance with the terms of the subject AMO Agreement.

(Travelport hereby terminates the Machines, Programs, and/or Services listed below in accordance with the terms of the subject AMO Agreement.)

 

Customer Number:    9885094
Installed at Address:    760 Doug Davis Dr; Hapeville, GA 30354
Product Type, Model/Feature, Description:   
Plant Order or MES Number:   
Serial Number:   
Customer Requested Arrival Date:   
Estimated Date of Installation:
  
Return Date:   
Term:   
TLA Option:   
Warranty Period:   
IBM Licensed Internal Code (LIC)*:   
Production Status:   
Warranty- Type of Service:   

 

Charges:
   The Monthly Payments under the AMO Agreement will be increased (decreased) $XXXXX.XX per month for XX months effective from XX/XX/XX through XX/XX/XX for the transactions in this Order Letter./The Monthly Payments under the AMO Agreement will not be changed for the transaction in this Order Letter.

 

Contractual Basis for Charges:    Request of Mr./Ms.             , Travelport

Additional Settlement/Termination Percentages:

Travelport authorizes IBM or IBM Credit to fill in serial numbers for the Machines listed in this Order Letter.

The transactions included in this Order Letter may contain a combination of recurring charges (such as for Monthly License Charge Software and Maintenance Services) and Equipment leasing and non-Equipment financing. For leasing and financing transactions, the following TLA Options describe the type of transaction.

TLA Options (Summary details available upon request):

 

B   

-   Lease for Machine with fair market value end-of-lease options and Lessor is the owner for tax purposes.

B+   

-   Lease for Machine with fair market value end-of-lease options.

B$   

-   Lease for Machine with one dollar end-of-lease purchase option and Lessor assumes for tax purposes that Lessee is the owner.

B’   

-   Lease for Machine with prestated end-of-lease options and Lessor assumes for tax purposes that Lessee is the owner.

L   

-   Lease for used Equipment supplied by Lessor

S   

-   Loan for IBM Financed Items.

T   

-   Loan for non-IBM Financed Items.

 

   Page 44 of 53


Certain Machines contain Licensed Machine Code (LMC) or Licensed Internal Code (LIC). LMC and LIC are licensed under the terms of the agreements provided with the LMC and LIC and those agreements govern Travelport’s use of that LMC or LIC. Authorization to use LMC or LIC is only for the number of processors, amounts of storage, or other quantities acquired by Travelport which is also indicated in the Machine’s “Description” field of this Order Letter.

LIC*: LIC* means Specific Machine using Licensed Internal Code

The Parties agree that:

 

1. This Order Letter shall serve as a Transaction Document to the ICA (as defined in the AMO Agreement) and/or an Exhibit to the TLA (as defined in the AMO Agreement).

 

2. Reproductions of this fully executed Order Letter by reliable means will be considered equivalent to an original hereof.

 

3. Neither IBM nor IBM Credit makes any representation whatsoever regarding the accounting treatment applicable to charges for the transactions under this Order Letter.

 

4. With respect to any Machine ordered in this Order Letter, if Travelport contractually agrees to capacity monitoring of the Machine, then, in order for Travelport to comply with such terms, IBM Credit will allow the installation of any changes, additions, and/or capacity monitoring Machines or software on such Machine by its manufacturer, or permit its manufacturer to monitor the Machine capacity.

 

5. Unless otherwise agreed to in writing by the Parties and prior to the return to IBM Credit of any Machine ordered in this Order Letter, Travelport is responsible for removing all information and data, including, but not limited to, programs not licensed to that specific Machine. IBM Credit has no obligation to remove Travelport’s or any other party’s information from the Machine.

 

6. Risk of Loss: IBM bears the risk of loss or damage for each Machine up to the time it is delivered to the IBM-designated carrier for shipment to Travelport or Travelport’s designated location. Thereafter, Travelport bears the risk. Each Machine is covered by insurance, arranged and paid for by IBM for Travelport, covering the period until it is delivered to Travelport or Travelport’s designated location. For any loss or damage report the loss or damage in writing to IBM within 10 business days of delivery.

IBM and/or IBM Credit may file a copy of this Order Letter to perfect its purchase money security interest.

By signing below, Travelport confirms that its correct legal name is “Travelport, LP” and that its jurisdiction of organization is Delaware.

By signing below for our respective Enterprises, the Parties agree to the terms of this Order Letter without modification.

 

Agreed to:     
Travelport, LP by Travelport Holdings, LLC , its General Partner      Customer No.: 9885094
     Jurisdiction of Organization: Delaware
By:  

 

    
Authorized Signature      AMO Agreement No.: ASVB594
Name (type or print)  

 

    IBM Customer Agreement No.: JJT-0003
Date:  

 

     Term Lease Agreement No.: JJT-0001

 

   Page 45 of 53


Agreed to:      Agreed to:
International Business Machines Corporation      IBM Credit LLC
By:   

 

     By:   

 

   Authorized Signature         Authorized Signature
Name (type or print)  

 

     Name (type or print)   

 

Date:  

 

     Date:   

 

 

   Page 46 of 53


Attachment 6

Exhibit M

Preferred Pricing Arrangement

For incremental capacity to the Processor Capacity Plan for System z Machines contemplated by this AMO Agreement, IBM will provide Travelport with the following Preferred Pricing Arrangement (“PPA”) terms and conditions, so long as IBM continues to offer a System z Preferred Pricing Arrangement to any other commercial customer in the United States.

It is Travelport’s intent to satisfy all of the Travelport Enterprise’s future incremental System z Processor requirements with Products acquired new directly from IBM. Beginning on the signature date of the AMO Agreement, IBM will provide Travelport with the most favorable prices generally made available in the United States to our best end user commercial customers at the time of proposal (“Most Favorable Prices”). Most Favorable Prices is defined as the piece parts transaction purchase price which is equal to or lower than the lowest price received from IBM by any other commercial end user for “Equivalent Technology” operating in an OS/390, MVS, VM, VSE, VM, VSE, zVM or zOS environment up to the date the proposal is requested. “Most Favorable Prices” is measured in CPU price per MIPS. “Equivalent Technology” for System z is defined as the same IBM Machine type/model and configuration or modification. These Most Favorable Prices will apply to the eligible Products listed below when such Products are acquired by Travelport new directly from IBM in, and for use in, the United States under standard terms and conditions, as reflected in the IBM Customer Agreement (“ICA”) JJT-0003. Any unique terms and conditions in individual transactions between IBM and Travelport may require that the prices to Travelport be adjusted. Capitalized terms not defined herein are defined in the ICA.

IBM will make available to Travelport, at the time of proposal and up to the time of sale, the benefits of any promotional offerings that IBM is then making generally available in the United States to an end-user commercial customer for eligible products. If Travelport qualifies for and selects any such promotional offering, it shall be in lieu of the Most Favorable Prices provided by this Arrangement.

The eligible product machine type is [**].

Industry specific products; product pricing for capacity tied to specific applications as set out in Attachment A to this Exhibit, if applicable, which is attached hereto and made a part hereof; outsourcing; asset management offerings; open infrastructure offerings; used products; product pricing for dedicated disaster recovery, coupling facilities, or for limited incremental or negative capacity; and IBM products not listed above shall not be considered for purposes of establishing the Most Favorable Prices each quarter and are excluded from this Arrangement. If and to the extent IBM modifies Attachment A, or an equivalent document, for all of its commercial customers, IBM may change Attachment A by providing Travelport an amended Attachment A, in writing, at any time. Such amendment will be effective immediately. In addition, unauthorized prices; prices offered to resolve a customer complaint or customer litigation; promotional; other offerings which require the acceptance of the unique terms and conditions associate with the offering; and special bid prices authorized to sell products withdrawn from marketing and credits provided for the purpose of providing loaner capacity shall not be considered for purposes of establishing the Most Favorable Prices each quarter and are excluded from this Arrangement.

Unless otherwise agreed to by IBM, Product purchases pursuant to this Arrangement shall not be considered eligible revenues for purposes of any existing IBM revenue incentive offerings.

Travelport agrees not to disclose the terms or existence of this Arrangement to any third party without IBM’s prior written approval, unless required by law. Notwithstanding the foregoing, Travelport may disclose the existence and terms of this Arrangement to its legal counsel and independent auditors under the terms of a written confidentiality agreement between Travelport and such party sufficient to require that party to treat the existence and terms of this Arrangement as confidential in the accordance with this Section and to require that party not to use the existence or terms of this Arrangement for the benefit of any other person or entity.

IBM may, at any time, terminate the provisions of this Arrangement, by written notice to Travelport, if IBM no longer offers terms and conditions similar to those contained in this PPA to any of its commercial customers. This Arrangement shall, unless otherwise terminated, expire on the Expiration Date of the AMO Agreement. However, obligations under the above-referenced ICA or any other agreement between IBM and Travelport shall survive the termination of this Arrangement.

 

   Page 47 of 53


Attachment A to Exhibit M (Preferred Pricing Arrangement)

[**]

 

   Page 48 of 53


Attachment 7

Exhibit N

Revised Special Offering Attachment for VM Charges on IBM System [**] Machines

LOGO Customer Agreement

Special Offering Attachment for VM Charges

 

The terms of this Special Offering Attachment for VM Charges (“Attachment”) are in addition to those of the IBM Customer Agreement, Agreement Number JJT-0003 (“ICA”), and the IBM International Program License Agreement (“IPLA”) in effect between us. Travelport accepts the terms of this Attachment by making any payment for IBM Programs utilizing the charging structure described below.

 

1. Definitions

 

LPAR    Logical partitions in which an IBM Program runs.
MSUs    Millions of Service Units per hour. Units of workload capacity of an Eligible Machine.

 

2. Eligible Programs

The following Programs are eligible for the special pricing described in this Attachment (collectively, the “Eligible Programs”):

 

  A. VM OTC:

 

Product

Number

  

Product

[**]    [**]

The Programs listed above are one-time-charge Programs licensed under the terms of the IPLA (collectively, the “VM OTC Programs”). The subscription and support (“Software Maintenance”) for such VM OTC Programs is provided under the terms of the IBM Agreement for the Acquisition of Software Maintenance (“IAASM”).

VM Restricted Use License (RUL) – Dynamic I/O Configuration Support of TPF:

Travelport may use [**] (and version upgrades) in association with its licensed use of [**] to provide operational support for TPF. [**] function is limited to Dynamic Input/Output configuration support of TPF workloads in the defined LPAR(s) aligned to the size of an engine(s). Any other use, specifically doing general development support or running CMS guests for test partitions is not permitted without a full separate [**] license for every CPU applicable. Travelport must maintain [**] (RUL) license entitlement for the IFL or GP engines used in support of this function.

 

   Page 49 of 53


This RUL for Dynamic IOCP Support applies to the following Travelport environments/LPARS:

 

   

[**]

 

  B. VM MLC:

[**]

[**]

 

Systems In Report:

 

System Name

 

MTM

 
[**]   [**]     [**]   

Product Number

 

Product Name

 

Software

Serial

 
[**]   [**]     [**]   

[**]

[**]

 

Systems In Report:

 

System Name

 

MTM

 
[**]   [**]     [**]   

Product Number

 

Product Name

 

Software

Serial

 
[**]   [**]     [**]   

[**]

[**]

 

Systems In Report:

 

System Name

 

MTM

 
[**]   [**]     [**]   

Product Number

 

Product Name

 

Software

Serial

 
[**]   [**]     [**]   

The Programs listed above are monthly license charge Programs licensed under the terms of the ICA (collectively, the “VM MLC Programs”). The Software Maintenance for such VM MLC Programs is provided under the IAASM.

 

   Page 50 of 53


Travelport represents that all of the Eligible Programs described above will be run on shared LPARs on the following Machines up to the following MSUs:

 

Machine Serial:    [**]
VM LPAR Name(s):    [**]
VM LPAR engine boundary capacity (in MSUs):    [**]
Machine Serial:    [**]
VM LPAR Name(s):    [**]
VM LPAR engine boundary capacity (in MSUs):    [**]
Machine Serial:    [**]
VM LPAR Name(s):    [**]
VM LPAR engine boundary capacity (in MSUs):    [**]

3. Charges

As long as the following conditions are met, IBM agrees to charge Travelport only for the capacity on which the Eligible Programs are running:

 

   

The Eligible Programs and any TPF guest workload must reside in a PR/SM LPAR provided that the LPAR(s) align to a full engine(s) boundary;

 

   

Travelport has and must continue to license [**], to the number of shared VM engine(s);

 

   

VM MLC Program licensing and charging is at the MSU capacity of the engine(s) in the LPAR(s) shown above;

 

   

VSE and z/OS guest workloads are not allowed in the shared LPAR(s);

 

   

Must provide Call Home data of the VM LPAR(s) size annually; and

 

   

If VM LPAR exceeds the engine boundary capacity as set forth in the table above, Travelport must notify IBM and the Parties will review the terms, conditions and pricing described in this Attachment and make adjustments thereto.

4. Your Responsibilities

You agree to:

 

  (1) promptly install any enabling code for IBM Programs or IBM System z Licensed Internal Code (“LIC”), if any, required for the pricing described in this Attachment.

 

  (2) notify IBM if you elect to convert from the pricing described in this Attachment to another form that is generally available to you.

 

  (3) configure your Machine to send Transmit System Availability Data (TSAD) weekly to IBM via the Remote Support Facility (RSF). This enables IBM to verify that the product LPAR utilization capacity MSUs are consistent with your actual Machine configuration. Failure to submit TSAD may result in IBM VM MLC Programs being charged on a Full Capacity MSU basis.

 

  (4) assign a person in your organization with authority to discuss and promptly resolve any questions or inconsistencies concerning VM OTC or VM MLC sub-capacity, current license entitlement, and configuration data reported via the RSF for the Machines running VM.

 

   Page 51 of 53


5. General

By accepting these special terms, Travelport agrees to allow IBM to audit Travelport’s compliance with the terms of this agreement upon reasonable prior notice to Travelport from IBM. Travelport understands that IBM may use information IBM has about the Travelport Enterprise’s system in its audit activities and agrees to provide IBM with machine access and/or copies of system tools outputs and/or other system information as appropriate to conduct such audits.

In the event that IBM makes generally available a sub-capacity offering supported under VM or makes Dynamic I/O configuration support available in [**] on terms that are as favorable to Travelport as the terms of this Attachment, then Travelport shall act in good faith in using such sub-capacity offering and/pr Dynamic I/O configuration in lieu of the provisions of this Attachment and, to the extent that Travelport is so using such capabilities, this Attachment shall terminate. Otherwise, this Attachment shall be valid through the termination or expiration of the AMO Agreement. The terms in this Attachment are IBM Confidential.

 

   Page 52 of 53


Attachment 8

Exhibit P

Table for [**] Engine Deactivation Credit for Maintenance Services

 

LOGO

Monthly maintenance pricing “per processor” chart

 

   

These prices are to be used for downgrades only and cannot used for upgrades.

 

   

Pricing is based on Travelport’s discount structure.

 

   

These rates are for standard, non specialty, Engines only.

 

   

There are other features that affect the maintenance price on a [**] so these rates should not be used as a total maintenance price on the Machine (meaning it should not be assumed the price for a z Machine will only come from this chart.)

 

Feature Code

   Description      [**] Series      Monthly Amount Per
Feature Code
 

[**]

     [**]         [**]         [**]   

 

   Page 53 of 53

Exhibit 10.80

 

LOGO

February 15, 2013

Jeff Clarke

Re: Service as Non-Executive Chairman of Travelport Boards of Directors

Dear Jeff:

This Letter will set forth the amended terms of your service as Non-Executive Chairman on the Boards of Directors (collectively, the “Boards”) of TDS Investor (Cayman) G.P. Ltd. (“TDS Cayman”), Travelport Intermediate Limited (“Travelport Intermediate”), Travelport Worldwide Limited (“Travelport Worldwide”), Travelport Holdings Limited (“Travelport Holdings”) and Travelport Limited (“Travelport Limited”), (TDS Cayman, Travelport Intermediate, Travelport Worldwide, Travelport Holdings and Travelport Limited, collectively “Travelport” or the “Company”), effective February 15, 2013 (the “Effective Date”). For the avoidance of doubt, your current service on the Boards shall continue through the Effective Date.

Term . You have agreed to serve on the Boards on the terms set forth herein. Unless earlier terminated in accordance with this Letter, this arrangement shall be until May 15, 2013 (the “Termination Date”), at which time it shall automatically terminate unless extended by mutual agreement of you and Travelport.

Fees . We anticipate that you will spend one day per week on work for the Company; provided, however, that it is agreed that such services under this Letter shall not exceed 20% of the average level of services performed by you to the Company during the 36-month period immediately preceeding the termination of your prior employment with Travelport Limited. Your duties will include attending meetings of the Boards and any committees thereof as well as other duties normally required of a non-executive chairman, as has been discussed with you in more detail. You will be entitled, during the period of your service commencing on the Effective Date, to a fee for your services as a Non-Executive Chairman as determined by the shareholders in accordance with the bye-laws of the Company from time to time (the “Fee”). The annual Fee is $350,000 as of the Effective Date (subject to change in accordance with the provisions of this Letter), to be paid quarterly in arrears by Travelport Limited or one of its subsidiaries, which will be prorated for any partial quarter of service. For the period from January 1, 2013 to February 14, 2013, you will continue to be paid the Annual Fee based on the rate set forth in the February 15, 2012 Letter between you and the Company (the “Prior Letter”), but will not be eligible for a bonus under the Prior Letter or otherwise for 2013 but remain eligible for a bonus for 2012 in accordance with the terms of the Prior Letter. The Fee will be reviewed as determined in accordance with the constitutional documents of the Company from time to time. This Letter, and the Fee under it, shall also cover your service as a member of the Audit, Compensation and Executive Committees of Travelport Limited.

Independent Contractor . You acknowledge and agree that you will be an independent contractor and not an employee of the Company or their affiliates. The Company and their affiliates shall provide no worker’s compensation, health or accident insurance to cover you. The Company and their affiliates shall not pay contributions to social security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits that might be expected in an employer-employee relationship.

 

1


Prior Agreements; Other Agreements . You represent and affirm that you do not have any non-competition, confidentiality, restrictive covenant or other similar agreement or contract that will or may restrict or limit in any way your ability to perform the duties on the Boards. Except as expressly set forth herein, this Letter contains the entire agreement between you and the Company, and fully supersedes any written or oral prior agreements, including without limitation the Prior Letter. For the avoidance of doubt, this letter does not amend or replace the February 14, 2012 Agreement and General Release among you, Travelport Limited and Travelport, LP or the definitive documentation regarding your equity holdings in TDS Investor (Cayman) L.P. and Travelport Worldwide, which remain in full force and effect as written.

Expenses; Equipment . Travelport Limited or one if its subsidiaries shall reimburse you for all reasonable and properly documented expenses that you incur in performing your duties pursuant to this Letter. In addition, during your term as Non-Executive Chairman, Travelport will provide you with suitable administrative support and equipment ( e.g. laptop and related equipment).

Termination . In the event that your services on the Boards are no longer needed prior to May 15, 2013, you will be notified by us in writing of the date on which your appointments will terminate (also the “Termination Date”). In the event of a notification of a Termination Date, Travelport Limited or one of its subsidiaries shall pay you any pro-rata fee for the period up to the Termination Date, plus any unpaid fee for the prior quarter of service. You may terminate your appointment by notifying the Company in writing of the date will cease to be a director on the Boards (also the “Termination Date”), in which case Travelport Limited or one of its subsidiaries shall pay you any pro-rata fee for the period up to the Termination Date, plus any unpaid fee for the prior quarter of service. In the event of a termination by you or the Company, Travelport Limited or one of its subsidiaries shall also reimburse you for all reasonable and properly documented expenses that you have incurred in performing your duties pursuant to this Letter through the Termination Date. By the Termination Date or immediately thereafter, you will return all property and records of the Company and their affiliates, whether electronic or paper based and including without limitation any copies thereof, to the Company.

Corporate Governance . You acknowledge and agree that the powers and duties of a Director of the Company are set out in the Company’s bye-laws or articles, as the case may be, and are also imposed by applicable law and that apart from his statutory duties, the Director is also subject to a fiduciary duty to exercise his powers in good faith and in a manner most likely to promote the best interests of the Company. You will also be required to avoid conflicts of interest during your services to the Company and to adhere to Travelport’s Securities Trading Policy.

If you agree with the terms of this Letter, please would you countersign below the enclosed copy of this Letter and return it to me to indicate your agreement with this Letter. Please do not hesitate to contact me with any questions or if I may assist you in any way.

 

2


Very truly yours,

TDS Investor (Cayman) G.P. Ltd.

/s/ Eric Bock

By: Eric J. Bock

Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Travelport Intermediate Limited

/s/ Eric Bock

By: Eric J. Bock

Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Travelport Worldwide Limited

/s/ Eric Bock

By: Eric J. Bock

Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Travelport Holdings Limited

/s/ Eric Bock

By: Eric J. Bock

Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Travelport Limited

/s/ Eric Bock

By: Eric J. Bock

Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Acknowledged and agreed:

/s/ Jeff Clarke

Jeff Clarke

cc:

Gordon Wilson, President and CEO

Terry Conley, EVP and Special Advisor

 

3

Exhibit 12

Travelport Limited

Computation of Ratio to Earnings to Fixed Charges

(in $ millions)    Year Ended December 31,  
     2012     2011     2010     2009     2008  

Earnings available to cover fixed charges:

          

(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide

     (146     (87     4        57        (36

Plus: Fixed charges

     300        296        284        296        353   

Plus: Amortization of capitalized interest

     3        2        1                 

Less: Interest capitalized

     (3     (3     (6     (3       

Less: Non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges

     2        2               (3     (3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings available to cover fixed charges

     156        210        283        347        314   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fixed Charges:

          

Interest, including amortization of deferred financing costs

     291        287        272        286        346   

Interest capitalized

     3        3        6        3          

Interest portion of rental payment

     6        6        6        7        7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed charges

     300        296        284        296        353   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of Earnings to Fixed Charges

     n/a        n/a        n/a        1.17        n/a   

For the years ended December 31, 2012, 2011, 2010, and 2008, the Company’s earnings were insufficient to cover fixed charges by $146 million, $86 million, $1 million and $39 million, respectively.

Exhibit 21

 

Name

  

Jurisdiction of Incorporation

4Oceans Limited (in liquidation)    England and Wales
Bastion Surety Limited    England and Wales
Cendant Hellas EPE    Greece
Coelis S.A.S.    France
Covia Canada Partnership Corp    Canada
Galileo Afrique Centrale Sarl    Cameroon
Galileo Asia, LLC    Delaware
Galileo Central West Africa (Senegal) SARL    Senegal
Galileo Central West Africa (Ivory Coast) SARL    Ivory Coast
Galileo Deutschland GmbH    Germany
Galileo España S.A.    Spain
Galileo France S.a.r.l.    France
Galileo International BV    Netherlands
Galileo International Technology, LLC    Delaware
Galileo Latin America, L.L.C.    Delaware
Galileo Malaysia Limited    Delaware
Galileo Nederland II BV    Netherlands
Galileo Portugal Limited    England and Wales
Galileo Technologies, LLC    Delaware
GI Worldwide Holdings C.V.    Netherlands
GIW Holdings C.V.    Netherlands
OWW2, LLC    Delaware
Travelport Baltijia Sia    Latvia
Sprice Pte Ltd    Singapore
Southern Cross Distribution Services (NZ) Limited    New Zealand
Southern Cross Distribution Systems Pty Limited    New South Wales, Australia
TDS Investor (Luxembourg) S.a.r.l.    Luxembourg
The Galileo Company    England and Wales
Timas Limited    Ireland
TP Luxembourg S.a.r.l    Luxembourg
Travel Industries, Inc.    Delaware
Travelport Andina SAS    Colombia
Travelport Argentina S.R.L.    Argentina
Travelport Bahrain W.L.L.    Bahrain
Travelport Belgium N.V.    Belgium
Travelport (Bermuda) Ltd.    Bermuda
Travelport Brasil Soluçơes em Viagens Ltda.    Brazil
Travelport Canada Distribution Systems, Inc.    Ontario, Canada
Travelport (Cayman) Ltd.    Cayman Islands
Travelport Chile Limitada    Chile
Travelport Cyprus Limited    Cyprus
Travelport Denmarkas    Denmark
Travelport Finance Limited    United Kingdom
Travelport Finance Management, LLC    Delaware
Travelport Global Distribution System B.V.    Netherlands
Travelport Gulf LLC    Oman
Travelport Guarantor LLC    Delaware
Travelport Germany Verwaltungs GmbH    Germany
Travelport Hellas Ypiresies Diethnon Taxiodiotikon   
Pliroforion Monoprosopi Etaireia Periorismenis Efthynis    Greece
Travelport Holdings, Inc.    Delaware
Travelport Holdings, LLC    Delaware
Travelport Holdings (UK) Limited    United Kingdom
Travelport Hungary Kft    Hungary


Travelport Inc.    Delaware
Travelport International Limited    England and Wales
Travelport International Services, Inc.    Delaware
Travelport Investor (Luxembourg) Partnership S.E.C.S.    Luxembourg
Travelport Investor (Luxembourg) Partnership S.E.C.S.   
Schaffhausen Branch    Switzerland
Travelport Investor (Luxembourg) S.a.r.l.    Luxembourg
Travelport Investor LLC    Delaware
Travelport Italia S.r.l.    Italy
Travelport Jersey 1 Limited    Jersey
Travelport Jersey 2 Limited    Jersey
Travelport Jersey 3 Limited    Jersey
Travelport Lebanon S.a.r.l.    Lebanon
Travelport (Luxembourg) S.a.r.l.    Luxembourg
Travelport LLC    Delaware
Travelport, LP    Delaware
Travelport Mexico S.A. de C.V.    Mexico
Travelport North America, Inc.    Delaware
Travelport Operations, Inc.    Delaware
Travelport Peru S.R.L.    Peru
Travelport Poland Sp z.o.o.    Poland
Travelport Romania Services S.R.L.    Romania
Travelport Saudi Arabia LLC    Saudi Arabia
Travelport Services LLC    Delaware
Travelport Services Limited    England and Wales
Travelport Southern Africa (Proprietary) Limited    Southern Africa
Travelport Sweden AB    Sweden
Travelport Switzerland AG    Switzerland
Travelport Taiwan Co., Limited    Taiwan
Travelport (UK) Services Limited    England and Wales
Travelport Venezuela C.V.    Venezuela
Travelwire AS    Norway
Waltonville Limited    Gibraltar
Worldspan Technologies Inc.    Delaware
WS Financing Corp    Delaware
Worldspan Dutch Holdings B.V.    Netherlands
Worldspan Greece Global Travel Information Services    Greece
Worldspan LLC    Delaware
Worldspan Services Singapore Pte. Ltd.    Singapore
Worldspan S.A. Holdings II, LLC    Georgia
Worldspan iJet Holdings LLC    Delaware
Worldspan Open Table Holdings LLC, Inc.    Georgia
Worldspan XOL LLC    Georgia
Worldspan Viator Holdings, LLC    Delaware
Worldspan BBN Holdings, LLC    California
Worldspan South American Holdings LLC    Georgia
Worldspan Services Costa Rica, SRL    Costa Rica
Worldspan Services Chile Limitada    Chile
Worldspan Digital Holdings, LLC    Delaware
Worldspan Services Hong Kong Limited    Hong Kong
Worldspan StoreMaker Holdings, LLC    Delaware

Exhibit 31.1

CERTIFICATIONS

I, Gordon Wilson, certify that:

 

1. I have reviewed this annual report on Form 10-K of Travelport Limited;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 12, 2013

/s/ GORDON WILSON

Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Philip Emery, certify that:

 

1. I have reviewed this annual report on Form 10-K of Travelport Limited;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 12, 2013

/s/ P HILIP E MERY

Chief Financial Officer

Exhibit 32

CERTIFICATION OF CEO AND CFO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Travelport Limited (the “Company”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gordon Wilson, as Chief Executive Officer of the Company, and Philip Emery, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ G ORDON WILSON

Gordon Wilson
Chief Executive Officer
March 12, 2013

/s/ P HILIP E MERY

Philip Emery
Chief Financial Officer

March 12, 2013

Exhibit 99

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders 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, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, cash flows, and shareholders’ equity/(deficit) for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Orbitz Worldwide, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2013 expressed an adverse opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

March 5, 2013

 

1


ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

 

     Years Ended December 31,  
     2012     2011     2010  

Net revenue

   $ 778,796      $ 766,819      $ 757,487   

Cost and expenses:

      

Cost of revenue

     147,840        139,390        138,279   

Selling, general and administrative

     260,253        270,617        244,114   

Marketing

     252,993        241,670        232,757   

Depreciation and amortization

     57,046        60,540        72,891   

Impairment of goodwill and intangible assets

     321,172        49,891        70,151   

Impairment of property and equipment and other assets

     1,417        —          11,099   
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     1,040,721        762,108        769,291   
  

 

 

   

 

 

   

 

 

 

Operating income/(loss)

     (261,925     4,711        (11,804

Other income/(expense):

      

Net interest expense

     (36,599     (40,488     (44,070

Other income/(expense)

     (41     551        18   
  

 

 

   

 

 

   

 

 

 

Total other expense

     (36,640     (39,937     (44,052
  

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (298,565     (35,226     (55,856

Provision for income taxes

     3,173        2,051        2,381   
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (301,738   $ (37,277   $ (58,237
  

 

 

   

 

 

   

 

 

 

Net loss per share - basic and diluted:

      

Net loss per share

   $ (2.86   $ (0.36   $ (0.58
  

 

 

   

 

 

   

 

 

 

Weighted-average shares outstanding

     105,582,736        104,118,983        101,269,274   
  

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

2


ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

 

     Years Ended December 31,  
     2012     2011     2010  

Net loss

   $ (301,738   $ (37,277   $ (58,237

Other comprehensive income/(loss) (a):

      

Currency translation adjustment

     (7,147     (1,273     7,197   

Unrealized gain on floating to fixed interest rate swaps

     311        2,329        2,419   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income/(loss)

     (6,836     1,056        9,616   
  

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (308,574   $ (36,221   $ (48,621
  

 

 

   

 

 

   

 

 

 

 

(a) There was no income tax impact to other comprehensive income/(loss) for the years ended December 31, 2012, 2011 and 2010.

See Notes to Consolidated Financial Statements

 

3


ORBITZ WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

     December 31, 2012     December 31, 2011  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 130,262      $ 136,171   

Accounts receivable (net of allowance for doubtful accounts of $903 and $1,108, respectively)

     75,789        62,377   

Prepaid expenses

     11,018        15,917   

Due from Travelport, net

     5,617        3,898   

Other current assets

     3,072        2,402   
  

 

 

   

 

 

 

Total current assets

     225,758        220,765   

Property and equipment, net

     132,544        141,702   

Goodwill

     345,388        647,300   

Trademarks and trade names

     90,790        108,194   

Other intangible assets, net

     830        4,162   

Deferred income taxes, non-current

     6,773        7,311   

Restricted cash

     24,485        7,296   

Other non-current assets

     7,746        9,056   
  

 

 

   

 

 

 

Total Assets

   $ 834,314      $ 1,145,786   
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 21,485      $ 30,937   

Accrued merchant payable

     268,589        238,694   

Accrued expenses

     118,329        120,962   

Deferred income

     34,948        28,953   

Term loan, current

     24,708        32,183   

Other current liabilities

     5,365        2,034   
  

 

 

   

 

 

 

Total current liabilities

     473,424        453,763   

Term loan, non-current

     415,322        440,030   

Tax sharing liability

     70,912        68,411   

Unfavorable contracts

     —          4,440   

Other non-current liabilities

     17,319        18,617   
  

 

 

   

 

 

 

Total Liabilities

     976,977        985,261   
  

 

 

   

 

 

 

Commitments and contingencies (see Note 9)

    

Shareholders’ Equity/(Deficit):

    

Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding

     —          —     

Common stock, $0.01 par value, 140,000,000 shares authorized, 105,119,044 and 103,814,769 shares issued, respectively

     1,051        1,038   

Treasury stock, at cost, 25,237 shares held

     (52     (52

Additional paid-in capital

     1,041,466        1,036,093   

Accumulated deficit

     (1,182,624     (880,886

Accumulated other comprehensive income/(loss) (net of accumulated tax benefit of $2,558)

     (2,504     4,332   
  

 

 

   

 

 

 

Total Shareholders’ Equity/(Deficit)

     (142,663     160,525   
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity/(Deficit)

   $ 834,314      $ 1,145,786   
  

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

4


ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Years Ended December 31,  
     2012     2011     2010  

Operating activities:

      

Net loss

   $ (301,738   $ (37,277   $ (58,237

Adjustments to reconcile net loss to net cash provided by operating activities:

      

Net gain on extinguishment of debt

     —          —          (57

Depreciation and amortization

     57,046        60,540        72,891   

Impairment of goodwill and intangible assets

     321,172        49,891        70,151   

Impairment of property and equipment and other assets

     1,417        —          11,099   

Amortization of unfavorable contract liability

     (6,717     (1,678     (9,226

Non-cash net interest expense

     13,251        15,008        15,797   

Deferred income taxes

     869        767        1,494   

Stock compensation

     7,566        8,521        12,535   

Changes in assets and liabilities:

      

Accounts receivable

     (12,549     (7,073     (222

Due from Travelport, net

     (1,624     12,960        (12,126

Accounts payable, accrued expenses and other current liabilities

     (5,549     20,738        (11,636

Accrued merchant payable

     28,065        1,358        14,593   

Deferred income

     8,429        (2,291     (831

Other

     (2,579     (3,618     (7,616
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     107,059        117,846        98,609   
  

 

 

   

 

 

   

 

 

 

Investing activities:

      

Property and equipment additions

     (47,026     (44,059     (40,010

Changes in restricted cash

     (16,812     (3,471     (132
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (63,838     (47,530     (40,142
  

 

 

   

 

 

   

 

 

 

Financing activities:

      

Proceeds from issuance of common stock, net of issuance costs

     —          —          48,930   

Payments of fees to repurchase a portion of the term loan

     —          —          (248

Payments on the term loan

     (32,183     (19,808     (20,994

Payments to extinguish debt

     —          —          (13,488

Employee tax withholdings related to net share settlements of equity-based awards

     (2,179     (1,628     (2,984

Proceeds from exercise of employee stock options

     —          —          72   

Payments on tax sharing liability

     (15,408     (8,847     (18,885

Payments on line of credit

     —          —          (42,221

Proceeds from note payable

     —          —          800   

Payments on note payable

     (231     (228     (57
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (50,001     (30,511     (49,075
  

 

 

   

 

 

   

 

 

 

Effects of changes in exchange rates on cash and cash equivalents

     871        (856     (826
  

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in cash and cash equivalents

     (5,909     38,949        8,566   

Cash and cash equivalents at beginning of year

     136,171        97,222        88,656   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 130,262      $ 136,171      $ 97,222   
  

 

 

   

 

 

   

 

 

 

 

See Notes to Consolidated Financial Statements

 

5


ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(in thousands)

 

     Years Ended December 31,  
     2012      2011      2010  

Supplemental disclosure of cash flow information:

        

Income tax payments, net

   $ 1,170       $ 1,342       $ 1,120   

Cash interest payments

   $ 26,635       $ 26,613       $ 27,935   

Non-cash investing activity:

        

Capital expenditures incurred not yet paid

   $ 2,309       $ 447       $ 2,948   

Non-cash financing activity:

        

Repayment of term loan in connection with debt-equity exchange

   $ —         $ —         $ 49,564   

See Notes to Consolidated Financial Statements

 

6


ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)

(in thousands, except share data)

 

          Accumulated Other
Comprehensive
Income/(Loss)
       
    Common Stock     Treasury Stock     Additional
Paid in Capital
    Accumulated
Deficit
    Interest
Rate
Swaps
    Foreign
Currency
Translation
    Total Shareholders’
Equity/ (Deficit)
 
    Shares     Amount     Shares     Amount            

Balance at January 1, 2010

    83,856,082      $ 838        (24,521   $ (48   $ 921,425      $ (785,372   $ (2,777   $ (3,563   $ 130,503   

Net loss

    —          —          —          —          —          (58,237     —          —          (58,237

Amortization of equity-based compensation awards granted to employees, net of shares withheld to satisfy employee tax withholding obligations upon vesting

    —          —          —          —          9,555        —          —          —          9,555   

Common shares issued pursuant to Exchange Agreement and Stock Purchase Agreement (see Note 6)

    17,166,673        172        —          —          98,176        —          —          —          98,348   

Common shares issued upon vesting of restricted stock units

    1,333,624        13        —          —          (13     —          —          —          —     

Common shares issued upon exercise of stock options

    11,718        —          —          —          72        —          —          —          72   

Common shares withheld to satisfy employee tax withholding obligations upon vesting of restricted stock

    —          —          (716     (4     —          —          —          —          (4

Other comprehensive income

    —          —          —          —          —          —          2,419        7,197        9,616   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

    102,368,097        1,023        (25,237     (52     1,029,215        (843,609     (358     3,634        189,853   

Net loss

    —          —          —          —          —          (37,277     —          —          (37,277

Amortization of equity-based compensation awards granted to employees, net of shares withheld to satisfy employee tax withholding obligations upon vesting

    —          —          —          —          6,893        —          —          —          6,893   

Common shares issued upon vesting of restricted stock units

    1,446,672        15        —          —          (15     —          —          —          —     

Other comprehensive income/(loss)

    —          —          —          —          —          —          2,329        (1,273     1,056   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

    103,814,769      $ 1,038        (25,237     (52     1,036,093        (880,886     1,971        2,361        160,525   

Net loss

    —          —          —          —          —          (301,738     —          —          (301,738

Amortization of equity-based compensation awards granted to employees, net of shares withheld to satisfy employee tax withholding obligations upon vesting

    —          —          —          —          5,386        —          —          —          5,386   

Common shares issued upon vesting of restricted stock units

    1,304,275        13        —          —          (13     —          —          —          —     

Other comprehensive income/(loss)

    —          —          —          —          —          —          311        (7,147     (6,836
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

    105,119,044      $ 1,051        (25,237   $ (52   $ 1,041,466      $ (1,182,624   $ 2,282      $ (4,786   $ (142,663
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements

 

7


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Description of the Business

Orbitz, Inc. (“Orbitz”) was formed in early 2000 by American Airlines, Inc., Continental Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines, Inc. and United Air Lines, Inc. (the “Founding Airlines”). In November 2004, Orbitz was acquired by Cendant Corporation (“Cendant”), whose online travel distribution businesses included the HotelClub and RatesToGo brands (collectively referred to as “HotelClub”) and the CheapTickets brand. In February 2005, Cendant acquired ebookers Limited, an international online travel brand which currently has operations in 12 countries throughout Europe (“ebookers”).

On August 23, 2006, Travelport Limited (“Travelport”), which consisted of Cendant’s travel distribution services businesses, including the businesses that currently comprise Orbitz Worldwide, Inc., was acquired by affiliates of The Blackstone Group (“Blackstone”) and Technology Crossover Ventures. We refer to this acquisition as the “Blackstone Acquisition.”

Orbitz Worldwide, Inc. was incorporated in Delaware on June 18, 2007 and was formed to be the parent company of the business-to-consumer travel businesses of Travelport, including Orbitz, ebookers and HotelClub and the related subsidiaries and affiliates of those businesses. We are the registrant as a result of the completion of the initial public offering (the “IPO”) of 34,000,000 shares of our common stock on July 25, 2007. At December 31, 2012 and 2011, Travelport and investment funds that own and/or control Travelport’s ultimate parent company beneficially owned approximately 53% and 55% of our outstanding common stock, respectively.

We are a leading global online travel company that uses innovative technology to enable leisure and business travelers to research, plan and book a broad range of travel products and services. Our brand portfolio includes Orbitz, CheapTickets, and the Away Network in the Americas; ebookers in Europe; and HotelClub and RatesToGo (collectively referred to as “HotelClub”) based in Australia, which have operations globally. We also own and operate Orbitz for Business, a corporate travel company, and Orbitz Worldwide Distribution group delivers private label travel solutions to a broad range of partners. We provide customers with the ability to book a wide array of travel products and services from suppliers worldwide, including air travel, hotels, vacation packages, car rentals, cruises, travel insurance and destination services such as ground transportation, event tickets and tours.

Basis of Presentation

The accompanying consolidated financial statements present the accounts of Orbitz, ebookers and HotelClub and the related subsidiaries and affiliates of those businesses, collectively doing business as Orbitz Worldwide, Inc. These entities became wholly-owned subsidiaries of ours as part of an intercompany restructuring that was completed on July 18, 2007 in connection with the IPO. Prior to the IPO, these entities had operated as indirect, wholly-owned subsidiaries of Travelport. Certain amounts have been reclassified to conform with the current year presentation.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in the consolidated financial statements.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Use of Estimates

The preparation of our consolidated financial statements and related notes in conformity with GAAP requires us to make certain estimates and assumptions. Our estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to matters that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty.

Our significant estimates include elements of revenue recognition, the realization of deferred tax assets, amounts that may be due under the tax sharing agreement, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software, and contingent liabilities, including taxes related to hotel occupancy. Actual amounts may differ from these estimates.

During the first quarter of 2010, we had a change in estimate related to the timing of our recognition of travel insurance revenue. Prior to the first quarter of 2010, we recorded travel insurance revenue one month in arrears, upon receipt of payment, as we did not have sufficient reporting from our travel insurance supplier to conclude that the price was fixed or determinable prior to that time. Our travel insurance supplier implemented timelier reporting, and as a result, beginning with the first quarter of 2010, we were able to recognize travel insurance revenue on an accrual basis rather than one month in arrears. This change in estimate resulted in a $2.5 million increase in net revenue and net income and a $0.02 increase in basic and diluted earnings per share for the year ended December 31, 2010.

Foreign Currency Translation

Balance sheet accounts of our operations outside of the United States are translated from foreign currencies into U.S. dollars at the exchange rates as of the consolidated balance sheet dates. Revenues and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the entity’s functional currency, are included in our consolidated statements of operations.

Revenue Recognition

We recognize revenue when it is earned and realizable, when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. We have two primary types of contractual arrangements with our vendors, which we refer to herein as the “merchant” and “retail” models. Under both the merchant and retail models, we record revenue earned net of all amounts paid to our suppliers.

We provide customers the ability 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 standalone basis or as part of a vacation package.

Under the merchant model, we generate revenue for our services based on the difference between the total amount the customer pays for the travel product and the negotiated net rate plus estimated taxes that the supplier charges us for that product. Customers generally pay us for reservations at the time of booking. Initially, we record these customer receipts as accrued merchant payables and either deferred income or net revenue, depending on the travel product. In the merchant model, we do not take on credit risk with the customer, however we are subject to charge-backs and fraud risk which we monitor closely; we have the ability to determine the price; we are not responsible for the actual delivery of the flight, hotel room or car rental; we take no inventory risk; we have no ability to determine or change the products or services delivered; and the customer chooses the supplier.

We recognize net revenue under the merchant model when we have no further obligations to the customer. For merchant air transactions, this is at the time of booking. For merchant hotel transactions and merchant car transactions, net revenue is recognized at the time of check-in or customer pick-up, respectively. The timing of revenue recognition is different for merchant air travel because our primary service to the customer is fulfilled at the time of booking.

We accrue for the cost of merchant hotel and merchant car transactions based on amounts we expect to be invoiced by suppliers. If we do not receive an invoice within a certain period of time, generally within six months, or the invoice received is less than the accrued amount, we reverse a portion of the accrued cost when we determine it is not probable that we will be required to pay the supplier, based on our historical experience and contract terms. This results in an increase in net revenue and a decrease to the accrued merchant payable.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Under the retail model, we pass reservations booked by our customers to the travel supplier for a commission. In the retail model, we do not take on credit risk with the customer; we are not the primary obligor with the customer; we have no latitude in determining pricing; we take no inventory risk; we have no ability to determine or change the products or services delivered; and the customer chooses the supplier.

We recognize net revenue under the retail model when the reservation is made, secured by a customer with a credit card and we have no further obligations to the customer. For air transactions, this is at the time of booking. For hotel transactions and car transactions, net revenue is recognized at the time of check-in or customer pick-up, respectively, net of an allowance for cancelled reservations. The timing of recognition is different for retail hotel and retail car transactions than for retail air travel because unlike air travel where the reservation is secured by a customer’s credit card at booking, 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 of the travel product. The amount of the allowance is determined based on our historical experience. The majority of commissions earned under the retail model are based upon contractual agreements.

Vacation packages offer customers the ability to book a combination of travel products. For example, travel products booked in a vacation package may include a combination of air travel, hotel and car rental reservations. We recognize net revenue for the entire package when the customer uses the reservation, which generally occurs on the same day for each travel product included in the vacation package.

Under both the merchant and retail models, we may, depending upon the brand and the travel product, charge our customers a service fee for booking their travel reservation. We recognize revenue for service fees at the time we recognize the net revenue for the corresponding travel product. We also may receive override commissions from suppliers if we meet certain contractual volume thresholds. These commissions are recognized when the amount of the commissions becomes fixed or determinable, which is generally upon notification by the respective travel supplier.

We utilize global distribution systems (“GDS”) services provided by Galileo, Worldspan and Amadeus IT Group. Under our GDS service agreements, we earn revenue in the form of an incentive payment for air, car and hotel segments that are processed through a GDS. Revenue is recognized for these incentive payments at the time the travel reservation is processed through the GDS, which is generally at the time of booking.

We also generate other revenue, which is primarily comprised of revenue from advertising, including sponsoring links on our websites, and travel insurance. Advertising revenue is derived primarily from the delivery of advertisements on our websites and is recognized either at the time of display of each individual advertisement, or ratably over the advertising delivery period, depending on the terms of the advertising contract. Revenues generated from sponsoring links are recognized upon notification from the alliance partner that a transaction has occurred. Travel insurance revenue is recognized when the reservation is made, secured by a customer with a credit card and we have no further obligations to the customer, which for travel insurance is at the time of booking.

Cost of Revenue

Cost of revenue is primarily comprised of direct costs incurred to generate revenue, including costs to operate our customer service call centers, credit card processing fees and other costs, which include customer refunds and charge-backs, connectivity and other processing costs. These costs are generally variable in nature and are primarily driven by transaction volume.

Marketing Expense

Marketing expense is primarily comprised of online marketing costs, such as search and banner advertising and affiliate commissions, and offline marketing costs, such as television, radio and print advertising. Online advertising expense is recognized based on the terms of the individual agreements, based on the ratio of actual impressions to contracted impressions, pay-per-click, or on a straight-line basis over the term of the contract. Offline marketing expense is recognized in the period in which it is incurred. Our online marketing costs are significantly greater than our offline marketing costs.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Income Taxes

Our provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the combined federal and state or foreign effective tax rates that are applicable to us in a given year. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on estimated future taxable income. A change in our estimate of future taxable income may require an increase or decrease to the valuation allowance.

Derivative Financial Instruments

We measure derivatives at fair value and recognize them in our consolidated balance sheets as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. For our derivatives designated as fair value hedges, if any, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For our derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments, and ineffective portions of hedges, are recognized in earnings in the current period.

We manage interest rate exposure by utilizing interest rate swaps to achieve a desired mix of fixed and variable rate debt. As of December 31, 2012 we had one interest rate swap that effectively converted $100.0 million of the term loan facility from a variable to a fixed interest rate (see Note 12 - Derivative Financial Instruments). We determined that the interest rate swaps outstanding during the year ended December 31, 2012 qualified for hedge accounting and were highly effective as hedges. Accordingly, we have recorded the change in fair value of our interest rate swaps in accumulated other comprehensive income/(loss).

We have entered into foreign currency contracts to manage exposure to changes in foreign currencies associated with receivables, payables and intercompany transactions. These foreign currency contracts did not qualify for hedge accounting treatment. As a result, the changes in fair values of the foreign currency contracts were recorded in selling, general and administrative expense in our consolidated statements of operations.

We do not enter into derivative instruments for speculative purposes. We require that the hedges or derivative financial instruments be effective in managing the interest rate risk or foreign currency risk exposure that they are designated to hedge. Hedges that qualify for hedge accounting are formally designated as such at the inception of the contract. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, resulting in some ineffectiveness, 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 major financial institutions. Net interest differentials to be paid or received under our interest rate swaps are included in interest expense as incurred or earned.

Concentration of Credit Risk

Our cash and cash equivalents are potentially subject to concentration of credit risk. We maintain cash and cash equivalent balances with financial institutions that, in some cases, are in excess of Federal Deposit Insurance Corporation insurance limits or that are deposited in foreign institutions.

Cash and Cash Equivalents

We consider cash and highly liquid investments, such as money market funds, with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Allowance for Doubtful Accounts

Our accounts receivable are reflected in our consolidated balance sheets net of an allowance for doubtful accounts. We provide for estimated bad debts based on our assessment of our ability to realize receivables, considering historical collection experience, the general economic environment and specific customer information. When we determine that a receivable is not collectable, the account is charged to expense in our consolidated statements of operations. Bad debt expense is recorded in selling, general and administrative expense in our consolidated statements of operations. Bad debt expense was not significant for the years ended December 31, 2012 and 2010, and we recorded bad debt expense of $0.3 million for the year ended December 31, 2011.

Property and Equipment, Net

Property and equipment is recorded at cost, net of accumulated depreciation. We depreciate property and equipment over their estimated useful lives using the straight-line method. The estimated useful lives by asset category are:

 

Asset Category    Estimated Useful Life

Leasehold improvements

   Shorter of asset’s useful life or non-cancellable lease term

Capitalized software

   3 - 10 years

Furniture, fixtures and equipment

   3 - 7 years

We capitalize the costs of software developed for internal use when the preliminary project stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Depreciation commences when the software is placed into service.

We evaluate the recoverability of the carrying value of our long-lived assets, including property and equipment and finite-lived intangible assets, when circumstances indicate that the carrying value of those assets may not be fully recoverable. This analysis is performed by comparing the carrying values of the assets to the expected undiscounted future cash flows to be generated from these assets, including estimated sales proceeds when appropriate. If this analysis indicates that the carrying value of an asset is not recoverable, the carrying value is reduced to fair value through an impairment charge in our consolidated statements of operations.

Goodwill, Trademarks and Other Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the underlying assets acquired and liabilities assumed in the acquisition of a business. We assign goodwill to reporting units that are expected to benefit from the business combination as of the acquisition date. Goodwill is not subject to amortization.

Our indefinite-lived intangible assets include our trademarks and trade names, which are not subject to amortization. Our finite-lived intangible assets primarily include our customer and vendor relationships and are amortized over their estimated useful lives, generally 4 to 8 years, using the straight-line method. Our intangible assets primarily 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 received.

We assess the carrying value of goodwill and other indefinite-lived intangible assets for impairment annually or more frequently whenever events occur and circumstances change indicating potential impairment. We perform our annual impairment testing of goodwill and other indefinite-lived intangible assets as of December 31.

We assess goodwill for possible impairment using a two-step process. The first step identifies if there is potential goodwill impairment. If the step one analysis indicates that impairment may exist, a step two analysis is performed to measure the amount of the goodwill impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced to fair value through an impairment charge in our consolidated statements of operations.

For purposes of goodwill impairment testing, we estimate the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, 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 of comparison and correlation between the subject asset and other similar assets. The income approach is a method in which fair value is estimated based on the cash flows that an asset could be expected to generate over

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

its useful life, including residual value cash flows. These cash flows are then discounted to their present value equivalents using a rate of return that accounts for the relative risk of not realizing the estimated annual cash flows and for the time value of money. Variations of the income approach are used to estimate certain of the intangible asset fair values.

We assess our trademarks and trade names for impairment by comparing their carrying values to their estimated fair values. Impairment exists when the estimated fair value of the trademark or trade name is less than its carrying value. If impairment exists, then the carrying value is reduced to fair value through an impairment charge in our consolidated statements of operations. We use a market or income based valuation approach, or a combination of both, to estimate fair values of the relevant trademarks and trade names.

Restricted Cash

In order to collateralize the multi-currency letter of credit facility secured in 2012 and bank guarantees, as well as for other general business purposes, we have funds deposited as restricted cash.

Tax Sharing Liability

We have a liability included in our consolidated balance sheets that relates to a tax sharing agreement between Orbitz and the Founding Airlines. The agreement governs the allocation of tax benefits resulting from a taxable exchange that took place in connection with the Orbitz initial public offering in December 2003 (“Orbitz IPO”). As a result of this taxable exchange, the Founding Airlines incurred a taxable gain. The taxable exchange caused Orbitz to have additional future tax deductions for depreciation and amortization due to the increased tax basis of its assets. The additional tax deductions for depreciation and amortization may reduce the amount of taxes we are required to pay in future years. For each tax period during the term of the tax sharing agreement, we are obligated to pay the Founding Airlines a significant percentage of the amount of the tax benefit realized as a result of the taxable exchange. The tax sharing agreement commenced upon consummation of the Orbitz IPO and continues until all tax benefits have been utilized.

We use discounted cash flows in calculating and recognizing the tax sharing liability. We review the calculation of the tax sharing liability on a quarterly basis and make revisions to our estimated timing of payments when appropriate. We also assess whether there are any significant changes, such as changes in the amount of payments and tax rates that could materially affect the present value of the tax sharing liability. Although the expected gross remaining payments that may be due under this agreement were $123.9 million as of December 31, 2012, the timing and amount of payments may change. Any changes in timing of payments are recognized prospectively as accretions to the tax sharing liability in our consolidated balance sheets and non-cash interest expense in our consolidated statements of operations. Any changes in the amount of payments are recognized in selling, general and administrative expense in our consolidated statements of operations.

At the time of the Blackstone Acquisition, Cendant (now Avis Budget Group, Inc.) indemnified Travelport and us for a portion of the amounts due under the tax sharing agreement. As a result, we recorded a $37.0 million long-term asset, which was included in other non-current assets in our consolidated balance sheets at December 31, 2010. During 2011, we wrote off this asset and the corresponding portion of the tax sharing liability (see Note 7 - Tax Sharing Liability for further details).

Equity-Based Compensation

We measure equity-based compensation cost at fair value and recognize the corresponding compensation expense over the service period during which awards are expected to vest. We include equity-based compensation in selling, general and administrative expense in our consolidated statements of operations. The fair value of restricted stock and restricted stock units is determined based on the average of the high and low price of our common stock on the date of grant. The fair value of stock options is determined on the date of grant using the Black-Scholes valuation model. The amount of equity-based compensation expense recorded each period is net of estimated forfeitures based on historical forfeiture rates.

Hotel Occupancy Taxes

Some states and localities impose a tax on the use or occupancy of hotel accommodations (“hotel occupancy tax”). Generally, hotels collect hotel occupancy tax based on the amount of money they receive for renting their hotel rooms and remit the tax to the appropriate taxing authorities. Using the travel services our websites offer, customers are able to make hotel room reservations. While applicable tax laws vary among different taxing jurisdictions, we generally believe that these laws do not require us to collect and remit hotel occupancy tax on the compensation that we receive for our travel services. Some tax

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

authorities have initiated lawsuits or administrative proceedings asserting that we are required to collect and remit hotel occupancy tax on the amount of money we receive from customers for facilitating their reservations. The ultimate resolution of these lawsuits and proceedings in all jurisdictions cannot be determined at this time. We establish an accrual for legal proceedings (tax or otherwise) when we determine that a loss is both probable and can be reasonably estimated. See Note 9 - Commitments and Contingencies.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued guidance to allow companies the option of performing a qualitative assessment before calculating the fair value of indefinite-lived intangible assets other than goodwill. If entities determine, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not greater than the carrying amount, further testing of the indefinite-lived intangible asset for impairment would not be performed. This guidance does not change how indefinite-lived intangible assets are calculated, nor does it revise the requirement to test indefinite-lived intangible assets annually for impairment. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012.

In February 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 improves the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report their corresponding effect(s) on net income. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of this guidance is not anticipated to have an effect on our consolidated financial position, results of operations, or cash flows.

3. Property and Equipment, Net

Property and equipment, net, consisted of the following:

 

     December 31, 2012     December 31, 2011  
     (in thousands)  

Capitalized software

   $ 322,466      $ 285,277   

Furniture, fixtures and equipment

     81,516        78,157   

Leasehold improvements

     13,873        13,650   

Construction in progress

     12,307        13,868   
  

 

 

   

 

 

 

Gross property and equipment

     430,162        390,952   

Less: accumulated depreciation

     (297,618     (249,250
  

 

 

   

 

 

 

Property and equipment, net

   $ 132,544      $ 141,702   
  

 

 

   

 

 

 

We recorded depreciation expense related to property and equipment in the amount of $55.3 million, $57.0 million and $61.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

There were no assets subject to capital leases at December 31, 2012 or 2011.

As a result of our decision to migrate HotelClub to the global technology platform, we recorded a $4.5 million non-cash charge during the year ended December 31, 2010 to impair HotelClub capitalized software. This charge was included in impairment of property and equipment and other assets in our consolidated statements of operations. The remaining capitalized software balance at HotelClub following this charge was not material.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

4. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill during the years ended December 31, 2012 and 2011 were as follows:

 

     Amount  
     (in thousands)  

Balance at January 1, 2011, net of accumulated impairment of $500,952

   $ 677,964   

Impairment

     (29,762

Impact of foreign currency translation

     (902
  

 

 

 

Balance at December 31, 2011, net of accumulated impairment of $530,714

     647,300   

Impairment

     (301,912
  

 

 

 

Balance at December 31, 2012, net of accumulated impairment of $832,626

   $ 345,388   
  

 

 

 

Trademarks and trade names, which are not subject to amortization, totaled $90.8 million and $108.2 million as of December 31, 2012 and 2011.

Impairment of Goodwill and Trademarks and Trade Names

2012

As of the year ended December 31, 2012, we performed our annual impairment test of goodwill, trademarks and trade names.

We estimated the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of December 31, 2012. We used the income based approach to estimate the fair value of our reporting units that had goodwill balances and used the market approach to corroborate these estimates. We considered the market approach from a reasonableness standpoint by comparing the multiples of guideline companies with the implied multiples from the income based approach, and we also considered our market capitalization to assess reasonableness of the income based approach valuations. The key assumptions used in determining the estimated fair value of our reporting units were the terminal growth rates, forecasted cash flows and the discount rates.

As of December 31, 2012 we used an income based valuation approach to separately estimate the fair values of all of our trademarks and trade names and compared those estimates to the respective carrying values. The key assumptions used in determining the estimated fair value of our trademarks and trade names were the terminal growth rates, forecasted revenues, assumed royalty rates and discount rates. Significant judgment was required to select these inputs based on observed market data.

In connection with our annual impairment test as of December 31, 2012, and as a result of lower than expected performance and future cash flows for the Americas reporting unit, we recorded a non-cash impairment charge of $319.5 million during the year ended December 31, 2012, of which $301.9 million was related to the goodwill of the Americas reporting unit and $17.6 million was related to the trademarks and trade names associated with Orbitz and CheapTickets. These charges were included in impairment of goodwill and intangible assets in our consolidated statements of operations.

2011

During the year ended December 31, 2011, we performed our annual impairment test of goodwill and trademark and trade names as of October 1, 2011 and December 31, 2011.

We estimated the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of October 1, 2011. We used the income based approach to estimate the fair value of our reporting units that had goodwill balances and used the market approach to corroborate these estimates. We considered the market approach from a reasonableness standpoint by comparing the multiples of guideline companies with the implied multiples from the income based approach, and we also considered our market capitalization to assess reasonableness of the income based approach valuations. The key assumptions used in determining the estimated fair value of our reporting units were the terminal growth rates, forecasted cash flows and the discount rates.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

We used an income based valuation approach to separately estimate the fair values of all of our trademarks and trade names as of October 1, 2011 and compared those estimates to the respective carrying values. The key assumptions used in determining the estimated fair value of our trademarks and trade names were the terminal growth rates, forecasted revenues, assumed royalty rates and discount rates. Significant judgment was required to select these inputs based on observed market data.

In connection with our annual impairment test as of October 1, 2011, and as a result of lower than expected performance and future cash flows for Orbitz and HotelClub, we recorded a non-cash impairment charge of $49.9 million during the year ended December 31, 2011, of which $29.8 million was related to the goodwill of HotelClub and $20.1 million was related to the trademarks and trade names associated with Orbitz and HotelClub. These charges were included in impairment of goodwill and intangible assets in our consolidated statements of operations.

During the year ended December 31, 2011, we changed our annual testing date from October 1 to December 31. In connection with our annual impairment test as of December 31, 2011, which utilized the same approach as our October 1, 2011 analysis, no further impairment was identified.

2010

During the year ended December 31, 2010, we performed our annual impairment test of goodwill and trademark and trade names as of October 1, 2010.

We estimated the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, as described above, and relevant data available through and as of October 1, 2010. The key assumptions used in determining the estimated fair value of our reporting units were the terminal growth rates, forecasted cash flows and the discount rates.

We used an income based valuation approach to separately estimate the fair values of all of our trademarks and trade names as of October 1, 2010 and compared those estimates to the respective carrying values. The key assumptions used in determining the estimated fair value of our trademarks and trade names were the terminal growth rates, forecasted revenues, assumed royalty rates and the discount rates. Significant judgment was required to select these inputs based on observed market data.

In connection with our annual impairment test and as a result of lower than expected performance and forecasted cash flows for HotelClub and CheapTickets, we recorded a non-cash impairment charge of $70.2 million during the year ended December 31, 2010, of which $41.8 million was related to the goodwill of HotelClub and $28.4 million was related to the trademarks and trade names associated with HotelClub and CheapTickets. These charges were included in impairment of goodwill and intangible assets in our consolidated statements of operations.

Finite-Lived Intangibles

Finite-lived intangible assets consisted of the following:

 

     December 31, 2012      December 31, 2011  
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
 
     (in thousands)      (in thousands)  

Customer relationships

   $ —         $ —        $ —         $ 8,000       $ (5,375   $ 2,625   

Vendor relationships

     5,447         (4,617     830         5,379         (3,842     1,537   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total finite-lived intangible assets

   $ 5,447       $ (4,617   $ 830       $ 13,379       $ (9,217   $ 4,162   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

In 2012, we recorded a non-cash impairment charge of $1.6 million related to finite-lived intangible assets. This charge was included in impairment of goodwill and intangible assets in our consolidated statements of operations. There are no significant finite-lived intangible assets remaining.

For the years ended December 31, 2012, 2011 and 2010, we recorded amortization expense related to finite-lived intangible assets in the amount of $1.7 million, $3.5 million and $11.2 million, respectively. These amounts were included in depreciation and amortization expense in our consolidated statements of operations.

The estimated amortization expense related to our finite-lived intangible assets will be $0.7 million and $0.1 million for the years ended December 31, 2013 and 2014, respectively.

5. Accrued Expenses

Accrued expenses consisted of the following:

 

     December 31, 2012      December 31, 2011  
     (in thousands)  

Advertising and marketing

   $ 30,530       $ 26,461   

Tax sharing liability (see Note 7)

     15,226         20,579   

Employee costs

     13,026         21,220   

Contract exit costs (a)

     10,939         10,017   

Professional fees

     10,425         6,458   

Customer service costs

     9,906         8,337   

Technology costs

     7,017         5,406   

Customer refunds

     5,383         5,328   

Customer incentive costs

     4,704         2,861   

Unfavorable contracts (see Note 8)

     3,580         4,440   

Airline rebates

     3,428         4,534   

Other

     4,165         5,321   
  

 

 

    

 

 

 

Total accrued expenses

   $ 118,329       $ 120,962   
  

 

 

    

 

 

 

 

(a) In connection with the early termination of an agreement with Trilegiant Corporation (now Affinion Group) in 2007, we accrued termination payments for the period from January 1, 2008 to December 31, 2016. We made termination payments of $0, $0 and $1.1 million during the years ended December 31, 2012, 2011 and 2010 (see Note 9 - Commitments and Contingencies). At December 31, 2012 and 2011, the liability’s carrying value of $11.7 million was included in our consolidated balance sheets, $10.9 million of which was included in accrued expenses and $0.8 million of which was included in other non-current liabilities at December 31, 2012, and $10.0 million of which was included in accrued expenses and $1.7 million of which was included in other non-current liabilities at December 31, 2011. We accreted interest expense of $0, $0.6 million and $1.0 million related to the termination liability for the years ended December 31, 2012, 2011 and 2010.

6. Term Loan and Revolving Credit Facility

On July 25, 2007, we entered into a $685.0 million senior secured credit agreement (the “Credit Agreement”) consisting of a seven-year $600.0 million term loan facility (the “Term Loan”) and a six-year $85.0 million revolving credit facility, which was effectively reduced to a $72.5 million revolving credit facility following the bankruptcy of Lehman Commercial Paper Inc. in October 2008 (the “Revolver”).

Term Loan

The Term Loan bears interest at a variable rate, at our option, of LIBOR plus a margin of 300 basis points or an alternative base rate plus a margin of 200 basis points. The alternative base rate is equal to the higher of the Federal Funds Rate plus one half of 1% and the prime rate. The principal amount of the Term Loan is payable in quarterly installments of $1.3 million, with the final installment (equal to the remaining outstanding balance) due upon maturity in July 2014. In addition, we

 

17


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

are required to make an annual prepayment on the Term Loan in the first quarter of each fiscal year in an amount up to 50% of the prior year’s excess cash flow, as defined in the Credit Agreement. Based on our excess cash flow for the year ended December 31, 2011, we made a $32.2 million prepayment on the Term Loan in the first quarter of 2012. Based on our excess cash flow for the year ended December 31, 2012, we are required to make a $24.7 million prepayment on the Term Loan in the first quarter of 2013. Prepayments from excess cash flow are applied, in order of maturity, to the scheduled quarterly Term Loan principal payments. Due to the total excess cash flow payments that we have made, we are not required to make any scheduled principal payments on the Term Loan for the remainder of its term. The non-current balance of $415.3 million is required to be paid in 2014 as part of the prepayment from excess cash flow in the first quarter of 2014 or as the final installment due at maturity in July 2014.

The changes in the Term Loan during the years ended December 31, 2012 and 2011 were as follows:

 

     Amount  
     (in thousands)  

Balance at January 1, 2011 (current and non-current)

   $ 492,021   

Prepayment from excess cash flow

     (19,808
  

 

 

 

Balance at December 31, 2011 (current and non-current)

     472,213   

Prepayment from excess cash flow

     (32,183
  

 

 

 

Balance at December 31, 2012 (current and non-current)

   $ 440,030   
  

 

 

 

At December 31, 2012, $100.0 million of the Term Loan had a fixed interest rate as a result of interest rate swaps and $340.0 million had a variable interest rate based on LIBOR, resulting in a blended weighted-average interest rate of 3.32% (see Note 12 - Derivative Financial Instruments). At December 31, 2011, $300.0 million of the Term Loan had a fixed interest rate as a result of interest rate swaps and $172.2 million had a variable interest rate based on LIBOR, resulting in a blended weighted-average interest rate of 3.81%.

On January 26, 2010, pursuant to an Exchange Agreement we entered into with PAR Investment Partners, L.P. (“PAR”), as amended, PAR exchanged $49.6 million aggregate principal amount of the Term Loan for 8,141,402 shares of our common stock. We immediately retired the portion of the Term Loan purchased from PAR in accordance with the Amendment. The fair value of our common shares issued in the exchange was $49.4 million. After taking into account the write-off of unamortized debt issuance costs of $0.4 million and $0.2 million of other miscellaneous fees incurred to purchase this portion of the Term Loan, we recorded a $0.4 million loss on extinguishment of this portion of the Term Loan, which was included in other income in our consolidated statement of operations for the year ended December 31, 2010. Concurrently, pursuant to a Stock Purchase Agreement we entered into with Travelport, Travelport purchased 9,025,271 shares of our common stock for $50.0 million in cash. We incurred $1.1 million of issuance costs associated with these equity investments by PAR and Travelport, which were included in additional paid in capital in our consolidated balance sheet at December 31, 2010.

Revolver

The Revolver provides for borrowings and letters of credit of up to $72.5 million ($42.6 million in U.S. dollars and the equivalent of $29.9 million denominated in Euros and Pounds sterling) and at December 31, 2012 bears interest at a variable rate, at our option, of LIBOR plus a margin of 200 basis points or the alternative base rate plus a margin of 100 basis points. The margin is subject to change based on our total leverage ratio, as defined in the Credit Agreement, with a maximum margin of 250 basis points on LIBOR-based loans and 150 basis points on Alternative Base Rate loans. We incur a commitment fee of 50 basis points on any unused amounts on the Revolver. The Revolver matures in July 2013.

At December 31, 2012 and 2011, there were no outstanding borrowings under the Revolver and the equivalent of $11.2 million and $10.8 million of outstanding letters of credit issued under the Revolver, respectively (see Note 9 - Commitments and Contingencies). The amount of letters of credit issued under the Revolver reduces the amount available for borrowings. Due to the letters of credit issued under the Revolver, we had $61.3 million and $61.7 million of availability at December 31, 2012 and 2011, respectively. Commitment fees on unused amounts under the Revolver were $0.3 million for each of the years ended December 31, 2012, 2011 and 2010.

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Credit Agreement Terms

We incurred an aggregate of $5.0 million of debt issuance costs in connection with the Term Loan and Revolver. These costs are being amortized to interest expense over the contractual terms of the Term Loan and Revolver based on the effective-yield method. Amortization of debt issuance costs was $0.6 million, $0.6 million and $0.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The Term Loan and Revolver are both secured by substantially all of our domestic subsidiaries’ tangible and intangible assets, including a pledge of 100% of the outstanding capital stock or other equity interests of substantially all of our direct and indirect domestic subsidiaries and 65% of the capital stock or other equity interests of certain of our foreign subsidiaries, subject to certain exceptions. The Term Loan and Revolver are also guaranteed by substantially all of our domestic subsidiaries.

The Credit Agreement contains various customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness or enter into guarantees; enter into sale and leaseback transactions; make investments, loans or acquisitions; grant or incur liens on our assets; sell our assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make restricted payments.

The Credit Agreement requires us to maintain a minimum fixed charge coverage ratio and not to exceed a maximum total leverage ratio, each as defined in the Credit Agreement. The minimum fixed charge coverage ratio that we are required to maintain for the remainder of the Credit Agreement is 1 to 1. The maximum total leverage ratio that we were required not to exceed was 3.5 to 1 at December 31, 2010 and declined to 3.0 to 1 effective March 31, 2011. As of December 31, 2012, we were in compliance with all financial covenants and conditions of the Credit Agreement.

7. Tax Sharing Liability

We have a liability included in our consolidated balance sheets that relates to a tax sharing agreement between Orbitz and the Founding Airlines. The agreement governs the allocation of tax benefits resulting from a taxable exchange that took place in connection with the Orbitz IPO in December 2003. As a result of this taxable exchange, the Founding Airlines incurred a taxable gain. The taxable exchange caused Orbitz to have additional future tax deductions for depreciation and amortization due to the increased tax basis of its assets. The additional tax deductions for depreciation and amortization may reduce the amount of taxes we are required to pay in future years. For each tax period while the tax sharing agreement is in effect, we are obligated to pay the Founding Airlines a significant percentage of the amount of the tax benefit realized as a result of the taxable exchange. The tax sharing agreement commenced upon consummation of the Orbitz IPO and continues until all tax benefits have been utilized.

As of December 31, 2012, the estimated remaining payments that may be due under this agreement were approximately $123.9 million. We estimated that the net present value of our obligation to pay tax benefits to the Founding Airlines was $86.1 million and $89.0 million at December 31, 2012 and 2011, respectively. This estimate was based upon certain assumptions, including our future taxable income, the tax rate, the timing of tax payments, current and projected market conditions, and the applicable discount rate, all of which we believe are reasonable. These assumptions are inherently uncertain, however, and actual amounts may differ from these estimates.

The changes in the tax sharing liability for the years ended December 31, 2012 and 2011 were as follows:

 

     Amount  
     (in thousands)  

Balance at January 1, 2011 (current and non-current)

   $ 121,358   

Accretion of interest expense

     13,525   

Cash payments

     (8,847

Other (a)

     (37,046
  

 

 

 

Balance at December 31, 2011 (current and non-current)

     88,990   

Accretion of interest expense

     12,556   

Cash payments

     (15,408
  

 

 

 

Balance at December 31, 2012 (current and non-current)

   $ 86,138   
  

 

 

 

 

19


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

(a) At the time of the Blackstone Acquisition, Cendant (now Avis Budget Group, Inc.) indemnified Travelport and us for a portion of the amounts probable of becoming due under the tax sharing agreement (the “Cendant Indemnity”). As a result, we recorded a non-current asset of $37.0 million for this indemnity, which served to offset $37.0 million of the remaining tax sharing liability due to the Founding Airlines. During 2011, we were relieved of $4.6 million of the tax sharing liability due to certain payments made by Avis Budget Group, Inc. to the Founding Airlines. We further reduced each of the non-current asset and the tax sharing liability by $32.4 million due to our determination that no further tax benefit related to the Cendant Indemnity was probable of being realized. The total reduction to other non-current assets of $37.0 million during 2011 had no net impact on our consolidated statements of operations or cash flows for the year ended December 31, 2011.

Based upon the estimated timing of future payments we expect to make, the current portion of the tax sharing liability of $15.2 million and $20.6 million was included in accrued expenses in our consolidated balance sheets at December 31, 2012 and 2011, respectively. The long-term portion of the tax sharing liability of $70.9 million and $68.4 million was reflected as the tax sharing liability in our consolidated balance sheets at December 31, 2012 and 2011, respectively. Our estimated payments under the tax sharing agreement are as follows:

 

Year    (in thousands)  

2013

   $ 15,953   

2014

     11,007   

2015

     12,983   

2016

     17,851   

2017

     36,417   

Thereafter

     29,714   
  

 

 

 

Total

   $ 123,925   
  

 

 

 

8. Unfavorable Contracts

In December 2003, we entered into amended and restated airline charter associate agreements (“Charter Associate Agreements”) with the Founding Airlines as well as US Airways (collectively, the “Charter Associate Airlines”). These agreements pertain to our Orbitz business, which was owned by the Founding Airlines at the time we entered into the agreements. Under each Charter Associate Agreement, the Charter Associate Airline has agreed to provide Orbitz with information regarding the airline’s flight schedules, published air fares and seat availability at no charge and with the same frequency and at the same time as this information is provided to the airline’s own website or to a website branded and operated by the airline and any of its alliance partners or to the airline’s internal reservation system. The agreements also provide Orbitz with nondiscriminatory access to seat availability for published fares, as well as marketing and promotional support. Under each agreement, the Charter Associate Airline provides us with agreed upon transaction payments when consumers book air travel on the Charter Associate Airline on Orbitz.com.

Under the Charter Associate Agreements, we must pay a portion of the GDS incentive revenue we earn from Worldspan back to the Charter Associate Airlines in the form of a rebate. The rebate payments are required when airline tickets for travel on a Charter Associate Airline are booked through our Orbitz.com and OrbitzforBusiness.com websites utilizing Worldspan. We also receive in-kind marketing and promotional support from the Charter Associate Airlines under the Charter Associate Agreements.

The rebate structure under the Charter Associate Agreements was considered unfavorable when compared with market conditions at the time of the Blackstone Acquisition. As a result, a net unfavorable contract liability was established on the acquisition date. The amount of this liability was determined based on the discounted cash flows of the expected future rebate payments we would be required to make to the Charter Associate Airlines, net of the fair value of the expected in-kind marketing and promotional support we would receive from the Charter Associate Airlines. The portion of the net unfavorable contract liability related to the expected future rebate payments is amortized as an increase to net revenue, whereas the partially offsetting amount for the expected in-kind marketing and promotional support is amortized as an increase to marketing expense in our consolidated statements of operations, both on a straight-line basis over the remaining estimated contractual term.

 

20


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The changes in the net unfavorable contract liability for the years ended December 31, 2012 and 2011 were as follows:

 

     Amount  
     (in thousands)  

Balance at January 1, 2011 (current and non-current)

   $ 10,558   

Amortization (a)

     (1,678
  

 

 

 

Balance at December 31, 2011 (current and non-current)

     8,880   

Amortization (a)

     (4,082

Other (b)

     (1,218
  

 

 

 

Balance at December 31, 2012 (current)

   $ 3,580   
  

 

 

 

 

(a) We recognized net amortization of $4.1 million ($6.7 million was recorded as an increase to net revenue and $2.6 million was recorded as an increase to marketing expense) for the year ended December 31, 2012 and $1.7 million ($7.5 million was recorded as an increase to net revenue and $5.8 million was recorded as an increase to marketing expense) for the year ended December 31, 2011 and $9.2 million ($14.7 million was recorded as an increase to net revenue and $5.5 million was recorded as an increase to marketing expense) for the year ended December 31, 2010.
(b) For the year ended December 31, 2012, we reduced the unfavorable contract liability by $1.2 million due to the negotiation of a new agreement with one of our airline suppliers, which resulted in the termination of the Charter Associate Agreement with this airline. The $1.2 million reduction in the liability was comprised of a $2.6 million non-cash increase to net revenue and a $1.4 million non-cash charge related to the in-kind marketing and promotional support that we expected to receive under the former agreement. The impairment charge was included in the impairment of property and equipment and other assets line item in our consolidated statement of operations for the year ended December 31, 2012.

The current portion of the liability of $3.6 million and $4.4 million was included in accrued expenses in our consolidated balance sheets at December 31, 2012 and 2011. The Charter Associate Agreements expire December 31, 2013 and the $4.4 million non-current portion of the agreement was reflected as unfavorable contracts in our consolidated balance sheets at December 31, 2011.

9. Commitments and Contingencies

The following table summarizes the timing of our commitments as of December 31, 2012:

 

     2013      2014      2015      2016      2017      Thereafter      Total  
     (in thousands)  

Contract exit costs (a)

   $ 11,246       $ 647       $ 278       $ 63       $ —         $ —         $ 12,234   

Operating leases (b)

   $ 7,045       $ 5,843       $ 3,431       $ 3,112       $ 2,936       $ 14,896       $ 37,263   

Travelport GDS contract (c)

     34,762         20,000         —           —           —           —           54,762   

Other service and licensing contracts

     11,996         9,657         —           —           —           —           21,653   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 65,049       $ 36,147       $ 3,709       $ 3,175       $ 2,936       $ 14,896       $ 125,912   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) Represents disputed costs due to the early termination of an agreement (see Note 5 and Company Litigation section below for further details).
(b) These operating leases are primarily for facilities and equipment and represent non-cancellable leases. Certain leases contain periodic rent escalation adjustments and renewal options. Our operating leases expire at various dates, with the latest maturing in 2023. For the years ended December 31, 2012, 2011 and 2010, we recorded rent expense in the amount of $6.2 million, $7.4 million and $6.1 million, respectively. As a result of various subleasing arrangements that we have entered into, we are expecting approximately $2.6 million in sublease income through 2015.
(c) We have an agreement with Travelport to use GDS services provided by both Galileo and Worldspan (the “Travelport GDS Service Agreement”). The Travelport GDS Service Agreement is structured such that we earn incentive revenue for each segment that is processed through the Worldspan and Galileo GDSs (the “Travelport GDSs”). This agreement requires that we process a certain minimum number of segments for our domestic brands through the Travelport GDSs

 

21


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

  each year. Our domestic brands were required to process a total of 31.4 million segments during the year ended December 31, 2012, 16.0 million segments through Worldspan and 15.4 million segments through Galileo. The required number of segments processed annually for Worldspan is fixed at 16.0 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 11.8 million segments through Galileo during the year ending December 31, 2013. 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. We are not subject to these minimum volume thresholds to the extent that we process all eligible segments through the Travelport GDS. 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, 2013. 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 2013. 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, 2011 and 2010 and, as a result, we were required to make shortfall payments of $0.4 million to Travelport related to each of these years. There was not a shortfall for the year ended December 31, 2012. 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. As a result, the table above excludes any shortfall payments that may be required related to our ebookers brands. If we meet the minimum number of segments, we are not required to make shortfall payments to Travelport (see Note 15 - Related Party Transactions).

In addition to the commitments shown above, we are required to make principal payments on the Term Loan (see Note 6 - Term Loan and Revolving Credit Facility). We also expect to make approximately $123.9 million of payments in connection with the tax sharing agreement with the Founding Airlines (see Note 7 - Tax Sharing Liability). Also excluded from the above table are $4.1 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 state and local governmental entities in the U.S. involving hotel occupancy or related taxes and our merchant hotel business model. Some of the cases are class actions (some of which have been confirmed on a state-wide basis and some which are purported), 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 ordinances. While not identical in their allegations, the cases generally assert similar claims, including violations of local or state occupancy tax ordinances, sales and use tax, 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’ fees, and where a class action has been claimed, an order certifying the action as a class action. An adverse ruling in one or more of these cases could require us to pay tax retroactively and prospectively and possibly pay penalties, interest and fines. The proliferation of additional cases could result in substantial additional defense costs.

We have also been contacted by several municipalities or other taxing bodies concerning our possible obligations with respect to state or local hotel occupancy or related taxes. The following taxing bodies have issued notices to the Company: the Montana Department of Revenue; the Kentucky Department of Revenue; an entity representing 84 cities and 14 counties in Alabama; 43 cities in California; the cities of Paradise Valley and Phoenix, Arizona; North Little Rock and Pine Bluff, Arkansas; Aurora, Broomfield, Colorado Springs, Golden, Greenwood Village, Lakewood, Littleton, Loveland, and Steamboat Springs, Colorado; Columbia and North Charleston, South Carolina; and the counties of Jefferson, Arkansas; Arlington, Texas;

 

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ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Brunswick and Stanly, North Carolina; Duval, Florida; Davis, Summit, Salt Lake and Weber, Utah; and Aiken and Jasper, South Carolina. These taxing authorities have not issued assessments, but have requested information to conduct an audit and/or have requested that the Company register to pay local hotel occupancy taxes.

Assessments or declaratory rulings that are administratively final and subject to judicial review have been issued by the cities of Los Angeles, San Francisco and San Diego, California; the city of Denver, Colorado; the counties of Miami-Dade and Broward, Florida; the Indiana Department of Revenue; the Hawaii Department of Taxation; the Wisconsin Department of Revenue, and the Wyoming Department of Revenue. In addition, the following taxing authorities have issued assessments which are subject to further review by the taxing authorities: the Colorado Department of Revenue; the City of Aurora, Colorado; the Maryland Comptroller; the Texas Comptroller; the West Virginia Department of Revenue; the South Carolina Department of Revenue; Lake County, Indiana; the City of Portland, Oregon; and Osceola, Florida. In December 2012, the City of Philadelphia, Pennsylvania withdrew its assessment. The Company disputes that any hotel occupancy or related tax is owed under these ordinances and is challenging the assessments made against the Company. These assessments range from $0.02 million to approximately $58 million, and total approximately $80 million. Some of these assessments, including a $58 million assessment from the Hawaii Department of Taxation, are not based on historical transaction data. If the Company is found to be subject to the hotel occupancy tax ordinance by a taxing authority and appeals the decision in court, certain jurisdictions may attempt to require us to provide financial security or pay the assessment to the municipality in order to challenge the tax assessment in court.

The online travel companies, including Orbitz, have prevailed in the large majority of hotel tax cases that have been decided to date. However, there have been three adverse court decisions against Orbitz and the other online travel companies that, if affirmed, could result in significant liability to the Company. Each of these decisions is addressed below.

First, in July 2011, related to the City of San Antonio hotel occupancy tax case, the United States District Court for the Western District of Texas issued its findings of fact and conclusions of law in which it held the defendant online travel companies, including Orbitz, liable for hotel occupancy taxes on markup, fees, and breakage revenue, and also imposed penalties and interest. The online travel companies asked the court to modify its findings of fact and conclusions of law to conform to the Texas Court of Appeals’ decision in the City of Houston case, which determined that the online travel companies are not liable under an ordinance that is similar to the ones at issue in the San Antonio class action. On January 23, 2013, the Court denied the online travel companies’ motion. We expect the Court to enter judgment shortly. We expect the amount of judgment to be approximately $3.5 million against Orbitz. Orbitz intends to appeal the decision after the Court enters judgment. Because we do not believe a loss is probable given the numerous issues that exist on appeal, we have not accrued any liability related to this case.

Second, in September 2012, the Superior Court of the District of Columbia granted the District’s motion for partial summary judgment and denied the online travel companies’ motion for summary judgment, finding the companies liable for sales tax on hotel reservations dating back to the inception of the merchant model. The Court has not yet determined the amount of damages at issue. 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 Court nonetheless found the online travel companies liable for merchant model hotel reservations before that date. Because the Court’s finding of ambiguity is inconsistent with a determination that the online travel companies are liable, we do not believe a loss is probable relating to the pre-amendment case and plan to appeal. Accordingly, we have not accrued any liability relating to the District of Columbia case for the period prior to 2011. Although the Company expects to prevail on this issue, it is possible that we will not prevail, and if that occurs, we estimate that the amount of the judgments the Company would be required to pay could amount to approximately $3.5 million.

Third, in January 2013, the Tax Court of Appeals in Hawaii issued an oral ruling in which it held that the online travel companies are subject to Hawaii’s general excise tax. The Court also determined that the “splitting provision” contained in the Hawaii excise tax statute does not apply to the transactions at issue. That provision limits application of the excise tax only to the amounts that travel agents receive for their services. On February 8, 2013, the court entered an order in which it found that Orbitz is required to pay approximately $16.5 million. The Court has scheduled further proceedings relating to whether penalties will be awarded. Although Orbitz disagrees with the Court’s decision and intends to appeal it, we have established a reserve of $3.5 million in light of the decision. The $3.5 million reserve represents the amounts Orbitz estimates it would owe if the Court had correctly applied the general excise tax splitting provision on merchant reservations. Orbitz has not reserved for the remainder of the ruling because it believes that the general excise tax splitting provision plainly applies to the transactions in question. Although we believe that it is not probable Orbitz ultimately will be liable for more than $3.5 million as a result of the Court’s order, it is possible that Orbitz will not prevail, and if it does not, the amount of any final award against Orbitz could exceed $16.5 million. Under Hawaii law, Orbitz must pay the total amount of any final award to Hawaii prior to appealing the Court’s order. We intend to appeal, and in order to do that, it is likely that we will be required to pay the full amount of the Court’s order by mid-year 2013.

 

23


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

In an unrelated matter, Trilegiant Corporation filed an action for breach of contract and declaratory judgment in the Supreme Court of New York against us, alleging that we are obligated to make a series of termination payments arising out of a promotion agreement that we terminated in 2007. In 2007, we accrued the present value of the termination payments, and as of December 31, 2012, we had a remaining accrual totaling $11.7 million, which was included within accrued expenses and other long-term liabilities in our consolidated balance sheet; in 2010, in connection with a dispute with Trilegiant, we ceased making termination payments.

On August 20, 2012, a putative consumer class action was filed in the United States District Court for the Northern District of California against hotel chains, and the major online travel companies, including Orbitz. The complaint alleges that hotel chains and several major online travel companies, including Orbitz, have violated the antitrust and consumer protection laws by entering into agreements in which online travel companies agree not to facilitate the reservation of hotel rooms at prices that are less than what the hotel chain offers on its own website. Following the filing of the initial complaint on August 20, 2012, several dozen additional putative consumer class action complaints have been filed in federal courts across the country. We expect that these cases will be consolidated in a single forum later this year. We cannot estimate a range of our potential loss if we do not prevail in this litigation.

We believe that we have meritorious defenses, and we are vigorously defending against these claims, proceedings and inquiries. At December 31, 2012 and 2011, we had a $5.2 million and $0.9 million accrual related to various legal proceedings, respectively. Litigation is inherently unpredictable and, although we believe we have valid defenses in these matters, unfavorable resolutions could occur. We cannot estimate our aggregate range of loss in the cases for which we have not recorded an accrual, except to the extent taxing authorities have issued assessments against us. Although we believe it is unlikely that an adverse outcome will result from these proceedings, an adverse outcome could be material to us with respect to earnings or cash flows in any given reporting period.

During the years ended December 31, 2012, 2011 and 2010, we recorded a reduction to selling, general and administrative expense of $5.0 million, $2.5 million and $6.3 million in our consolidated statements of operations related to insurance reimbursements received for costs incurred to defend the hotel occupancy tax cases. We will not receive any additional insurance reimbursements in future periods as our related insurance coverage has now been exhausted.

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, 2012 and 2011, there were $3.6 million and $3.2 million of surety bonds outstanding, respectively, of which $3.1 million and $2.7 million were secured by letters of credit, respectively. At December 31, 2012 and 2011, there were $9.4 million and $1.6 million of bank guarantees outstanding. All bank guarantees were secured by restricted cash at December 31, 2012 and 2011.

 

24


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Financing Arrangements

We are required to issue letters of credit to support certain suppliers, commercial agreements, leases and non-U.S. regulatory and governmental agencies primarily to satisfy consumer protection requirements. The majority of these letters of credit were issued by Travelport on our behalf under the terms of the Separation Agreement, as amended (the “Separation Agreement”), entered into in connection with the IPO. Travelport is obligated to issue letters of credit on our behalf in an aggregate amount not to exceed $75.0 million (denominated in U.S. dollars) so long as Travelport and its affiliates (as defined in the Separation Agreement) own at least 50% of our voting stock. At December 31, 2012 and 2011, there were $72.5 million and $74.2 million, respectively, of outstanding letters of credit issued by Travelport on our behalf.

Travelport charges us fees for issuing, renewing or extending letters of credit on our behalf. In February 2012, we made a one-time payment to Travelport of $3.0 million related to fees associated with an amendment to the Travelport credit facility, entered into during 2011, under which Travelport issues letters of credit on our behalf. This payment is subject to a refund provision through September 30, 2013 if Travelport is no longer obligated to provide letters of credit on our behalf or if we obtain our own letter of credit facility. We are recognizing the $3.0 million payment to Travelport over the term of its underlying credit facility, or approximately two and a half years. The expenses related to these fees are included in interest expense in our consolidated statements of operations.

At December 31, 2012 and 2011, there were the equivalent of $11.2 million and $10.8 million, respectively, of outstanding letters of credit issued under the Revolver, which were denominated in multiple currencies (see Note 6 - Term Loan and Revolving Credit Facility).

During 2012, we secured a new multi-currency letter of credit facility (the “Facility”) that terminates in September 2015. The Facility provides for the issuance of letters of credit up to $25.0 million. We pay fees of 25 basis points on outstanding letters of credit and incur a commitment fee of 37.5 basis points on any unused amounts of the Facility. The Facility requires cash to be held in a collateral account in an unrestricted subsidiary equal to 1.03 times the outstanding letters of credit amount plus fees. As of December 31, 2012, we had $12.8 million of outstanding letters of credit issued under the Facility which were denominated in multiple currencies.

At December 31, 2012 and 2011, there were a total of $96.5 million and $85.0 million of outstanding letters of credit issued under our various arrangements. Total letter of credit fees were $7.0 million, $5.8 million and $4.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

10. Income Taxes

Pre-tax income/(loss) for U.S. and non-U.S. operations consisted of the following:

 

     Years Ended December 31,  
     2012     2011     2010  
     (in thousands)  

U.S.

   $ (277,375   $ 22,129      $ 37,723   

Non-U.S.

     (21,190     (57,355     (93,579
  

 

 

   

 

 

   

 

 

 

Loss before income taxes

   $ (298,565   $ (35,226   $ (55,856
  

 

 

   

 

 

   

 

 

 

 

25


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The provision/(benefit) for income taxes consisted of the following:

 

     Years Ended December 31,  
     2012     2011     2010  
     (in thousands)  

Current

      

U.S. federal and state

   $ (95   $ (13   $ 93   

Non-U.S.

     2,399        1,334        794   
  

 

 

   

 

 

   

 

 

 

Total current

     2,304        1,321        887   

Deferred

      

U.S. federal and state

     253        (347     —     

Non-U.S.

     616        1,077        1,494   
  

 

 

   

 

 

   

 

 

 

Total deferred

     869        730        1,494   
  

 

 

   

 

 

   

 

 

 

Provision for income taxes

   $ 3,173      $ 2,051      $ 2,381   
  

 

 

   

 

 

   

 

 

 

As of December 31, 2012 and 2011, our U.S. federal, state and foreign income taxes receivable/(payable) was $(0.7) million and $0.4 million, respectively.

The provisions for income taxes for the years ended December 31, 2012, 2011 and 2010 were due primarily to taxes on the net income of certain European-based subsidiaries that had not established a valuation allowance and U.S. state and local income taxes. We are required to assess whether valuation allowances should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard on each tax jurisdiction basis. We assessed the available positive and negative evidence to estimate if sufficient future taxable income would be generated to utilize the existing deferred tax assets.

We currently have a valuation allowance for our deferred tax assets of $296.8 million, of which $183.8 million relates to U.S. jurisdictions. As of December 31, 2012, we maintained full valuation allowances in all jurisdictions that had previously established a valuation allowance. We will continue to assess the level of the valuation allowance required; if sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on our results of operations. With respect to the valuation allowance established against our non-U.S.-based deferred tax assets, a significant piece of objective negative evidence evaluated in our determination was cumulative losses incurred over the three-year period ended December 31, 2012. This objective evidence limited our ability to consider other subjective evidence such as future income projections. With respect to the valuation allowance established against our U.S.-based deferred tax assets, the lack of a sustained trend of profitability along with other subjective factors outweighed the available positive evidence at the present time. Due to expected continued improvement in the U.S. operations, management believes a possibility exists that, within the next year, sufficient positive evidence may become available to reach a conclusion that a significant portion of the U.S. valuation allowance will no longer be needed.

The tax provisions recorded for the years ended December 31, 2012, 2011 and 2010 were disproportionate to the amount of pre-tax net loss incurred during each respective period primarily because we were not able to realize any tax benefits on the goodwill and trademark and trade names impairment charges recorded during each of those years.

Our effective income tax rate differs from the U.S. federal statutory rate as follows:

 

     Years Ended December 31,  
     2012     2011     2010  

Federal statutory rate

     35.0     35.0     35.0

State and local income taxes, net of federal benefit

     0.0        (1.8     (1.0

Taxes on non-U.S. operations at differing rates

     (0.4     (4.7     (5.4

Change in valuation allowance

     0.2        (4.7     (6.0

Goodwill impairment charges

     (35.4     (29.6     (25.9

Reserve for uncertain tax positions

     0.0        0.4        (0.1

Other

     (0.5     (0.4     (0.9
  

 

 

   

 

 

   

 

 

 

Effective income tax rate

     (1.1 )%      (5.8 )%      (4.3 )% 
  

 

 

   

 

 

   

 

 

 

 

26


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Current and non-current deferred income tax assets and liabilities in various jurisdictions are comprised of the following:

 

     December 31, 2012     December 31, 2011  
     (in thousands)  

Current deferred income tax assets/(liabilities):

    

Accrued liabilities and deferred income

   $ 4,233      $ 3,916   

Provision for bad debts

     179        91   

Prepaid expenses

     (1,860     (1,652

Tax sharing liability

     5,529        7,473   

Change in reserve accounts

     4,084        3,637   

Other

     (404     (404

Valuation allowance

     (11,774     (13,058
  

 

 

   

 

 

 

Current net deferred income tax assets (a)

   $ (13   $ 3   
  

 

 

   

 

 

 

Non-current deferred income tax assets/(liabilities):

    

U.S. net operating loss carryforwards

   $ 46,749      $ 46,883   

Non-U.S. net operating loss carryforwards

     98,437        98,695   

Accrued liabilities and deferred income

     5,811        2,986   

Depreciation and amortization

     99,508        104,764   

Tax sharing liability

     25,750        24,842   

Change in reserve accounts

     —          1,612   

Other

     15,552        13,331   

Valuation allowance

     (285,034     (285,802
  

 

 

   

 

 

 

Non-current net deferred income tax assets

   $ 6,773      $ 7,311   
  

 

 

   

 

 

 

 

(a) The current portion of the deferred income tax asset at December 31, 2012 and 2011 is included in other current assets in our consolidated balance sheets.

The net deferred tax assets at December 31, 2012 and 2011 amounted to $6.8 million and $7.3 million, respectively. These net deferred tax assets relate to temporary tax to book differences in non-U.S. jurisdictions, the realization of which is, in management’s judgment, more likely than not. We have assessed, based on experience with relevant taxing authorities, our expectations of future taxable income, carry-forward periods available and other relevant factors, that we will be more likely than not to recognize these deferred tax assets.

As of December 31, 2012 and 2011, we had established valuation allowances against the majority of our deferred tax assets. As a result, any changes in our gross deferred tax assets and liabilities during the years ended December 31, 2012 and 2011 were largely offset by corresponding changes in our valuation allowances, resulting in a decrease in our net deferred tax assets of $0.5 million and $0.9 million, respectively.

As of December 31, 2012, we had U.S. federal and state net operating loss carry-forwards of approximately $122.4 million and $94.4 million, respectively, which expire between 2021 and 2031. In addition, we had $404.6 million of non-U.S. net operating loss carry-forwards, most of which do not expire. Additionally, we had $6.1 million of U.S. federal and state income tax credit carry-forwards which expire between 2027 and 2032 and $1.1 million of U.S. federal income tax credits which have no expiration date. No provision has been made for U.S. federal or non-U.S. deferred income taxes on approximately $20.1 million of accumulated and undistributed earnings of foreign subsidiaries at December 31, 2012. A provision has not been established because it is our present intention to reinvest the undistributed earnings indefinitely in those foreign operations. The determination of the amount of unrecognized U.S. federal or non-U.S. deferred income tax liabilities for unremitted earnings at December 31, 2012 is not practicable.

We have established a liability for unrecognized tax benefits that management believes to be adequate. Once established, unrecognized tax benefits are adjusted if more accurate information becomes available, or a change in circumstance or an event occurs necessitating a change to the liability. Given the inherent complexities of the business and that we are subject to taxation in a substantial number of jurisdictions, we routinely assess the likelihood of additional assessment in each of the taxing jurisdictions.

 

27


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The table below shows the changes in the liability for unrecognized tax benefits during the years ended December 31, 2012, 2011 and 2010:

 

     Years Ended December 31,  
     2012     2011     2010  
     (in thousands)  

Balance at January 1,

   $ 3,429      $ 3,796      $ 4,910   

Increase as a result of tax positions taken during the prior year

     952        —          —     

Decrease as a result of tax positions taken during the prior year

     (285     (367     (1,140

Impact of foreign currency translation

     10        —          26   
  

 

 

   

 

 

   

 

 

 

Balance at December 31,

   $ 4,106      $ 3,429      $ 3,796   
  

 

 

   

 

 

   

 

 

 

The total amount of unrecognized benefits that, if recognized, would affect our effective tax rate was $0.9 million, $0.7 million and $1.0 million at December 31, 2012, 2011 and 2010. During the next twelve months, we anticipate a reduction to this liability due to the lapsing of statutes of limitations of approximately $0.5 million, all of which would affect our effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense. We recognized interest and penalties of $0, $0.2 million and $0.1 million during the years ended December 31, 2012, 2011 and 2010, respectively. Accrued interest and penalties were $0.6 million and $0.9 million at December 31, 2012 and 2011, respectively.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which we have unrecognized tax benefits, is audited and finally resolved. We adjust these unrecognized tax benefits, as well as the related interest and penalties, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash. Favorable resolution could result in a reduction to our effective income tax rate in the period of resolution.

The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdictions include the United States (federal and state), the United Kingdom (federal) and Australia (federal). With limited exceptions, we are no longer subject to income tax examinations by tax authorities for years before 2008.

With respect to periods prior to the Blackstone Acquisition, we are only required to take into account income tax returns for which we or one of our subsidiaries is the primary taxpaying entity, namely separate state returns and non-U.S. returns. Uncertain tax positions related to U.S. federal and state combined and unitary income tax returns filed are only applicable in the post-acquisition 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 provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity-based awards to our directors, officers and other employees, advisors and consultants who are selected by the Compensation Committee of the Board of Directors for participation in the Plan. At our Annual Meeting of Shareholders on June 12, 2012, our shareholders approved an amendment to the Plan, increasing the total number of shares of our common stock available for issuance under the Plan from 21,100,000 shares to 24,100,000 shares, subject to adjustment as provided by the Plan. As of December 31, 2012, 8,111,408 shares were available for future issuance under the plan.

 

28


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Restricted Stock Units

The table below summarizes activity regarding unvested restricted stock units under the Plan during the year ended December 31, 2012:

 

     Restricted  Stock
Units
    Weighted-Average Grant
Date Fair Value
(per share)
 

Unvested at January 1, 2012

     4,455,507      $ 2.96   

Granted

     2,414,000      $ 3.31   

Vested (a)

     (1,486,599   $ 2.95   

Forfeited

     (822,372   $ 3.56   
  

 

 

   

Unvested at December 31, 2012

     4,560,536      $ 3.04   
  

 

 

   

 

(a) We issued 991,942 shares of common stock in connection with the vesting of restricted stock units during the year ended December 31, 2012, which is net of the number of shares retained (but not issued) by us in satisfaction of minimum tax withholding obligations associated with the vesting.

The fair value of restricted stock units that vested during the years ended December 31, 2012, 2011 and 2010 was $4.4 million, $5.0 million and $14.0 million, respectively. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2012, 2011 and 2010 was $3.31, $2.66 and $5.01 per unit, respectively. The fair value of restricted stock units on the date of grant is amortized on a straight-line basis over the requisite service period of four years.

Performance-Based Restricted Stock Units

The table below summarizes activity regarding unvested performance-based restricted stock units (“PSUs”) under the Plan during the year ended December 31, 2012:

 

     Performance-Based
Restricted  Stock Units
    Weighted-Average Grant
Date Fair Value
(per share)
 

Unvested at January 1, 2012

     1,065,250      $ 2.95   

Granted

     1,425,000      $ 2.40   

Vested

     (269,250   $ 3.15   

Forfeited

     (158,750   $ 2.65   
  

 

 

   

Unvested at December 31, 2012

     2,062,250      $ 2.57   
  

 

 

   

We granted 1,425,000 PSUs in June 2012 with a fair value per share of $3.65 to certain of our executive officers. The PSUs were subject to the satisfaction of a performance condition that the Company’s net revenue for fiscal year 2012 equal or exceed a certain threshold. In December 2012, the Compensation Committee modified the performance condition such that the established net revenue threshold can be achieved over any trailing twelve month period ending on or prior to December 31, 2013, or each PSU will be forfeited. If this performance condition is met, the PSUs will vest 25% on each anniversary of the original grant date. This change in the performance condition required the fair value of the PSUs to be revalued as of the date of modification to $2.40 per share. As of December 31, 2012, we expect that the performance condition will be satisfied, and as such, the fair value of the PSUs is being amortized over the requisite service period of each vesting tranche.

 

29


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Stock Options

The table below summarizes the stock option activity under the Plan during the year ended December 31, 2012:

 

     Shares     Weighted-Average
Exercise  Price
(per share)
     Weighted-Average
Remaining
Contractual Term
(in years)
     Aggregate  Intrinsic
Value
(in thousands)
 

Outstanding at January 1, 2012

     3,274,156      $ 5.15         

Forfeited

     (232,638   $ 5.49         

Cancelled

     (317,265   $ 6.34         
  

 

 

         

Outstanding at December 31, 2012

     2,724,253      $ 4.98         3.6       $ —     
  

 

 

         

Exercisable at December 31, 2012

     2,328,669      $ 5.00         3.5       $ —     
  

 

 

         

The exercise price of stock options granted under the Plan is equal to the fair market value of the underlying stock on the date of grant. Stock options generally expire seven to ten years from the grant date. Stock options vest annually over a four-year period, or vest over a four-year period, with 25% of the awards vesting after one year and the remaining awards vesting on a monthly basis thereafter. The fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period. There were no stock options granted in 2012.

The fair value of stock options granted under the Plan is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions for stock options granted during the years ended December 31, 2011 and 2010 are outlined in the following table. Expected volatility is based on implied volatilities for publicly traded options and historical volatility for comparable companies over the estimated expected life of the stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. The risk-free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the stock options.

The fair value of the stock options and assumptions used are as follows:

 

     Years Ended December 31,  
Assumptions:        2011             2010      

Dividend yield (a)

     —          —     

Expected volatility

     39     42

Expected life (in years)

     4.75        4.69   

Risk-free interest rate

     2.07     2.09

Weighted-average grant date fair value per share

   $ 1.98      $ 1.88   

 

(a) Our dividend yield is estimated to be zero since we did not declare or pay any cash dividends on our common stock and we do not intend to in the foreseeable future.

During the years ended December 31, 2012, 2011 and 2010, the total fair value of options that vested during the period was $1.3 million, $3.0 million and $2.2 million, respectively. In addition, the intrinsic value of options exercised was $0 for each of the years ended December 31, 2012, 2011 and 2010.

Non-Employee Directors Deferred Compensation Plan

We have a deferred compensation plan that enables our non-employee directors to defer the receipt of certain compensation 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 grant payable to non-employee directors is deferred under the Plan.

We grant deferred stock units (“DSUs”) to each participating director on the date that the deferred fees would have otherwise been paid to the director. The DSUs are issued as restricted stock units under the Plan and are immediately vested

 

30


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

and non-forfeitable. The DSUs entitle the non-employee director to receive one share of our common stock for each deferred stock unit following the director’s retirement or termination of service from the Board of Directors. For all awards granted prior to 2011, the DSUs are distributed 200 days immediately following such termination date and for all awards granted in 2011 or later, the DSUs are distributed immediately. The entire grant date fair value of deferred stock units is expensed on the date of grant.

The table below summarizes the deferred stock unit activity under the Plan during the year ended December 31, 2012:

 

     Deferred  Stock
Units
    Weighted-Average
Grant  Date Fair Value
(per share)
 

Outstanding at January 1, 2012

     1,004,273      $ 3.90   

Granted

     325,958      $ 3.47   

Distributed

     (146,594   $ 4.49   
  

 

 

   

Outstanding at December 31, 2012

     1,183,637      $ 3.71   
  

 

 

   

The weighted-average grant date fair value for deferred stock units granted during the years ended December 31, 2012, 2011 and 2010 was $3.47, $2.89 and $5.06, respectively.

Compensation Expense

We recognized total equity-based compensation expense of $7.6 million, $8.5 million and $12.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, none of which has provided us with a tax benefit. As of December 31, 2012, a total of $13.8 million of unrecognized compensation costs related to unvested restricted stock units, unvested stock options and unvested PSUs are expected to be recognized over the remaining weighted-average period of 2.8 years.

During the year ended December 31, 2011, we began using historical share forfeitures rather than historical employee turnover to estimate future share forfeitures, which did not have a significant impact on equity-based compensation expense or on unrecognized compensation costs related to unvested awards in 2011.

12. Derivative Financial Instruments

Interest Rate Hedges

At December 31, 2012, we had the following interest rate swap outstanding that effectively converted $100.0 million of the Term Loan from a variable to a fixed interest rate. We pay a fixed interest rate on the swap and in exchange receive a variable interest rate based on the one-month LIBOR.

 

Notional Amount

   Effective Date    Maturity Date    Fixed Interest
Rate Paid
  Variable Interest
Rate Received

$100.0 million

   July 29, 2011    July 31, 2013    0.68%   One-month LIBOR

The following interest rate swaps matured in January 2012:

Notional Amount

   Effective Date    Maturity Date    Fixed Interest
Rate Paid
  Variable Interest
Rate Received

$100.0 million

   January 29, 2010    January 31, 2012    1.15%   One-month LIBOR

$100.0 million

   January 29, 2010    January 31, 2012    1.21%   Three-month LIBOR

The objective of entering into our interest rate swaps is to protect against volatility of future cash flows and effectively hedge a portion of the variable interest payments on the Term Loan. We determined that these designated hedging instruments qualify for cash flow hedge accounting treatment. Our interest rate swaps are the only derivative financial instruments that we have designated as hedging instruments.

 

31


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The interest rate swaps were reflected in our consolidated balance sheets at market value. The corresponding market adjustment was recorded to accumulated other comprehensive income/(loss) (“OCI”). The following table shows the fair value of our interest rate swaps:

 

          Fair Value Measurements as of  
    

Balance Sheet Location

   December 31, 2012      December 31, 2011  
          (in thousands)  

Interest rate swaps

   Other current liabilities    $ 276       $ 275   

Interest rate swaps

   Other non-current liabilities    $ —         $ 311   

The following table shows the market adjustments recorded during the years ended December 31, 2012, 2011 and 2010:

 

     Gain in Other Comprehensive
Income/(Loss)
     (Loss) Reclassified from Accumulated
OCI into Interest Expense
(Effective Portion)
    Gain/(Loss) Recognized in Income
(Ineffective Portion and the  Amount
Excluded from Effectiveness Testing)
 
     2012      2011      2010      2012     2011     2010     2012      2011      2010  
     (in thousands)  

Interest rate swaps

   $ 311       $ 2,329       $ 2,419       $ (561   $ (3,328   $ (6,758   $  —         $  —         $  —     

The amount of loss recorded in accumulated other comprehensive income/(loss) at December 31, 2012 that is expected to be reclassified to interest expense in the next twelve months if interest rates remain unchanged is approximately $0.3 million after-tax.

Foreign Currency Hedges

We enter into foreign currency contracts to manage our exposure to changes in the foreign currency associated with foreign currency receivables, payables, intercompany transactions and borrowings, if any, under the Revolver. We primarily hedge our foreign currency exposure to the Pound sterling and the Australian dollar. As of December 31, 2012, we had foreign currency contracts outstanding with a total net notional amount of $320.6 million, almost all of which matured in January 2013. The foreign currency contracts do not qualify for hedge accounting treatment; accordingly, changes in the fair value of the foreign currency contracts are reflected in net loss as a component of selling, general and administrative expense in our consolidated statements of operations.

The following table shows the fair value of our foreign currency hedges:

 

          Fair Value Measurements as of  
    

Balance Sheet Location

   December 31, 2012      December 31, 2011  
          (in thousands)  

Asset Derivatives:

        

Foreign currency hedges

   Other current assets    $ —         $ 991   

Liability Derivatives:

        

Foreign currency hedges

   Other current liabilities    $ 2,396       $ 495   

The following table shows the changes in the fair value of our foreign currency contracts which were recorded as a loss in selling, general and administrative expense:

 

     Years Ended December 31,  
     2012     2011     2010  
     (in thousands)  

Foreign currency hedges (a)

   $ (11,385   $ (2,420   $ (1,353

 

(a) We recorded transaction gains/(losses) associated with the re-measurement and settlement of our foreign denominated assets and liabilities of $6.7 million, $(3.0) million and $(3.7) million for the years ended December 31, 2012, 2011 and 2010, respectively. These transaction gains and losses were included in selling, general and administrative expense in our consolidated statements of operations. The net impact of these transaction gains and losses, together with the losses incurred on our foreign currency hedges, were losses of $4.7 million, $5.4 million and $5.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

 

32


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

13. Employee Benefit Plans

We sponsor a defined contribution savings plan for employees in the United States that provides certain of our eligible employees an opportunity to accumulate funds for retirement. HotelClub and ebookers sponsor similar 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 to these plans in the amount of $4.8 million, $5.3 million and $4.9 million for the years ended December 31, 2012, 2011 and 2010, respectively.

14. Net loss per Share

We calculate basic net loss per share by dividing the net loss for the period by the weighted-average number of shares outstanding during the period. The weighted-average number of shares includes common shares outstanding and deferred stock units, which are immediately vested and non-forfeitable.

The following equity awards were not included in the diluted net loss per share calculation because they would have had an antidilutive effect due to a net loss for each period:

 

     Years Ended December 31,  
Antidilutive Equity Awards    2012      2011      2010  

Stock options

     3,009,654         3,274,156         3,738,833   

Restricted stock units

     4,379,665         4,455,507         4,233,590   

Performance-based restricted stock units

     907,616         1,065,250         561,108   
  

 

 

    

 

 

    

 

 

 

Total

     8,296,935         8,794,913         8,533,531   
  

 

 

    

 

 

    

 

 

 

15. Related Party Transactions

Related Party Transactions with Travelport and its Subsidiaries

We had amounts due from Travelport of $5.6 million and $3.9 million at December 31, 2012 and 2011, respectively. Amounts due to or from Travelport are generally settled on a net basis.

The following table summarizes the related party transactions with Travelport and its subsidiaries, reflected in our consolidated statements of operations:

 

     Years Ended December 31,  
     2012      2011      2010  
     (in thousands)  

Net revenue (a) (b)

   $ 98,113       $ 110,302       $ 117,619   

Cost of revenue

     250         619         477   

Selling, general and administrative expense

     260         875         486   

Interest expense (c)

     6,706         5,595         4,016   

 

(a) Net revenue includes incentive revenue for segments processed through Galileo and Worldspan. This incentive revenue accounted for more than 10% of our total net revenue (see “GDS Service Agreement” section below).
(b) Net revenue includes amounts recognized under our GDS services agreement and bookings sourced through Donvand Limited and OctopusTravel Group Limited (doing business as Gullivers Travel Associates, “GTA”) through March 31, 2011; as of the end of the second quarter of 2011, GTA was no longer a related party. In addition, net revenue for the year ended December 31, 2011 and December 31, 2010 includes incremental GDS incentive revenue recognized from December 22, 2010 through June 1, 2011 under the Letter Agreement with Travelport (see “Letter Agreement” section below).

 

33


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

(c) Interest expense relates to letters of credit issued on our behalf by Travelport (see Note 9 - Commitments and Contingencies).

Stock Purchase Agreement

On January 26, 2010, Travelport purchased 9,025,271 shares of our common stock for $50.0 million in cash (see Note 6 - Term Loan and Revolving Credit Facility).

Separation Agreement

We entered into a Separation Agreement with Travelport at the time of the IPO. This agreement, as amended, provided the general terms for the separation of our respective businesses. When we were a wholly-owned subsidiary of Travelport, Travelport provided guarantees, letters of credit and surety bonds on our behalf under our commercial agreements and leases and for the benefit of regulatory agencies. Under the Separation Agreement, we were required to use commercially reasonable efforts to have Travelport released from any then outstanding guarantees and surety bonds. As a result, Travelport no longer provides surety bonds on our behalf or guarantees in connection with commercial agreements or leases entered into or replaced by us subsequent to the IPO. Our ability to pay dividends may require the prior consent of 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 expires on December 31, 2014. The Travelport GDS Service Agreement is structured such that we earn incentive revenue for each air, car and hotel segment that is processed through the Travelport GDSs. This agreement requires 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 31.4 million, 32.8 million and 33.7 million segments through the Travelport GDSs during the years ended December 31, 2012, 2011 and 2010, respectively. Of the required number of segments, 16.0 million segments were required to be processed each year through Worldspan, and 15.4 million, 16.8 million and 17.7 million segments were required to be processed through Galileo during the years ended December 31, 2012, 2011 and 2010, respectively. The required number of segments processed in future years for Worldspan is fixed at 16.0 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. 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. We are not subject to these minimum volume thresholds to the extent that we process all eligible segments through the Travelport GDS. No payments were made to Travelport related to the minimum segment requirement for our domestic brands for the years ended December 31, 2012, 2011 and 2010.

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, 2011 and 2010, and as a result, we were required to make shortfall payments of $0.4 million to Travelport related to each of these years. There was not a shortfall for the year ended December 31, 2012.

Hotel Sourcing and Franchise Agreement

We entered into a Master Supply and Services Agreement (the “GTA Agreement”) with GTA, a wholly-owned subsidiary of Travelport, which became effective on January 1, 2008. Under the GTA Agreement, we pay GTA a contract rate for hotel and

 

34


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

destination services inventory it makes available to us for booking on our websites. The contract rate exceeds the prices at which suppliers make their inventory available to GTA for distribution and is based on a percentage of the rates GTA makes such inventory available to its other customers. We are also subject to additional fees if we exceed certain specified booking levels. The initial term of the GTA Agreement expired on December 31, 2010. GTA was no longer a related party as of December 31, 2011.

Corporate Travel Agreement

We provide corporate travel management services to Travelport and its subsidiaries. We believe that this agreement was executed on terms comparable to those of unrelated third parties.

Letter Agreement

In February 2011, we entered into a Letter Agreement with Travelport, which was amended in March 2011 (the “Letter Agreement”). The Letter Agreement amended and clarified certain terms set forth in agreements that we had previously entered into with Travelport and provided certain benefits to us so long as certain conditions were met.

The Letter Agreement contained a provision relating to the absence of ticketing authority on AA. Under this agreement, our segment incentives payable from Travelport under the parties’ Travelport GDS Service Agreement were increased effective December 22, 2010 until the earliest of August 31, 2011, the reinstatement of ticketing authority by AA for our Orbitz.com website, the consummation of a direct connect relationship with AA, or the determination by our Audit Committee of the Board of Directors (the “Audit Committee”) that we were engaged in a discussion with AA that is reasonably likely to result in a direct connect relationship between us and AA. In late 2010, we and AA were unable to agree to terms under which AA tickets would be marketed and distributed to our customers and thus the offering of AA tickets on the Orbitz.com and Orbitz for Business websites was discontinued. Pursuant to a court order in June 2011, AA restored its content to our sites. This ruling resulted in the expiration on June 1, 2011 of the increased segment incentives payable from Travelport pursuant to the Letter Agreement. We resumed offering AA tickets on our sites and have continued to do so pursuant to a series of agreements between us and AA that ran through January 15, 2013. Since that date, we have continued to market and distribute AA tickets on our websites, but if we cannot reach another formal agreement with AA, the offering of AA tickets to our customers might cease again.

The Letter Agreement also contained an amendment to the Travelport GDS Service Agreement. This amendment established a higher threshold at which potential decreases in Travelport’s segment incentive payments to us could take effect and reduced the percentage impact of the potential decreases. We are entitled to receive these benefits as long as our Audit Committee does not determine that we are engaged in a discussion with any airline that is reasonably likely to result in a direct connect relationship and we have not consummated a direct connect relationship with any airline.

The Letter Agreement also clarified that we were permitted to proceed with an arrangement with ITA that provides for our use of ITA’s airfare search solution after December 31, 2011. In addition, we agreed to the circumstances under which we will use
e-Pricing for searches on our websites through December 31, 2014.

Related Party Transactions with Other Affiliates of Blackstone

In the course of conducting business, we have entered into various agreements with other affiliates of Blackstone. For example, we have agreements with certain hotel management companies that are affiliates of Blackstone and that provide us with access to their inventory. We also purchase services from certain Blackstone affiliates such as telecommunications and advertising. In addition, various Blackstone affiliates utilize our partner marketing programs and corporate travel services. We believe that these agreements have been executed on terms comparable to those available from unrelated third parties.

 

35


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The following table summarizes the related party balances with other affiliates of Blackstone, reflected in our consolidated balance sheets:

 

     December 31, 2012      December 31, 2011  
     (in thousands)  

Accounts receivable

   $ 332       $ 374   

Accounts payable

     315         4,647   

Accrued merchant payable

     2,491         6,022   

Accrued expenses

     30         —     

The following table summarizes the related party transactions with other affiliates of Blackstone, reflected in our consolidated statements of operations:

 

     Years Ended December 31,  
     2012      2011      2010  
     (in thousands)  

Net revenue

   $ 13,348       $ 23,966       $ 22,098   

Cost of revenue

     —           15,144         30,166   

Selling, general and administrative expense

     760         2,354         2,913   

Marketing expense

     —           70         54   

16. Fair Value Measurements

The following table shows the fair value of our assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2012 and 2011, which are classified as cash and cash equivalents, other current assets, other current liabilities and other non-current liabilities in our consolidated balance sheets.

 

     Fair Value Measurements as of  
     December 31, 2012      December 31, 2011  
     Total      Quoted prices
in

active  markets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
unobservable
inputs

(Level 3)
     Total      Quoted prices
in

active  markets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
unobservable
inputs

(Level 3)
 
     (in thousands)      (in thousands)  

Assets:

                       

Money market funds

   $ —         $ —         $ —         $ —         $ 36,002       $ 36,002       $ —         $  —     

Foreign currency hedges

   $ —         $ —         $ —         $ —         $ 991       $ 991       $ —         $ —     

Liabilities:

                       

Foreign currency hedges

   $ 2,396       $  2,396       $ —         $  —         $ 495       $ 495       $ —         $ —     

Interest rate swaps

   $ 276       $ —         $  276       $ —         $ 586       $ —         $  586       $ —     

We value our foreign currency hedges based on the difference between the foreign currency contract rate and widely available foreign currency rates as of the measurement date. Our foreign currency hedges are short-term in nature, generally maturing within 30 days. We value our interest rate swaps using valuations that are calibrated to the initial trade prices. Using a market-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rates, credit spreads and volatilities.

 

36


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The following table shows the fair value of our non-financial assets that were required to be measured at fair value on a non-recurring basis during the year ended December 31, 2012. These non-financial assets, which included the goodwill and trademarks and trade names associated with Orbitz and the trademarks and trade names associated with CheapTickets were required to be measured at fair value in connection with the annual impairment test we performed on our goodwill and trademarks and trade names for the year ended December 31, 2012 (see Note 4 - Goodwill and Intangible Assets).

 

            Fair Value Measurements Using  
     Balance at
December 31, 2012
     Quoted
prices in
active
markets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
unobservable
inputs
(Level 3)
     Total Losses  
     (in thousands)  

Goodwill - Americas

   $ 345,388       $         —         $         —         $ 345,388       $ (301,912

Trademarks and trade names

   $ 83,065       $ —         $ —         $ 83,065       $ (17,635

Customer relationships

   $ —         $ —         $ —         $ —         $ (1,625

The following table shows the fair value of our non-financial assets that were required to be measured at fair value on a non-recurring basis during the year ended December 31, 2011. These non-financial assets, which included the goodwill and trademarks and trade names associated with our HotelClub reporting unit as well as the trademarks and trade names associated with our Orbitz brand, were required to be measured at fair value in connection with the annual impairment test we performed on our goodwill and trademarks and trade names in the fourth quarter of 2011 (see Note 4 - Goodwill and Intangible Assets).

 

            Fair Value Measurements Using  
     Balance at
October 1,  2011
     Quoted
prices in
active
markets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
unobservable
inputs
(Level 3)
     Total Losses  
     (in thousands)  

Goodwill - HotelClub

   $ —         $         —         $         —         $ —         $ (29,762

Trademarks and trade names

   $ 99,546       $ —         $ —         $ 99,546       $ (20,129

Fair Value of Financial Instruments

For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued merchant payable and accrued expenses, the carrying value approximates or equals fair value due to their short-term nature.

The carrying value of the Term Loan was $440.0 million at December 31, 2012, compared with a fair value of $425.7 million. At December 31, 2011, the carrying value of the Term Loan was $472.2 million, compared with a fair value of $415.5 million. The fair values were determined based on quoted market ask prices, which is classified as a Level 2 measurement.

17. Segment Information

We determine operating segments based on how our chief operating decision maker manages the business, including making operating decisions and evaluating operating performance. We operate in one segment and have one reportable segment.

 

37


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

We maintain operations in the United States, United Kingdom, Australia, Germany, Sweden, France, Finland, Ireland, Switzerland and other international territories. The table below presents net revenue by geographic area: the United States and all other countries. Net revenue is based on the location of the legal entity through which the booking is processed.

 

     Years Ended December 31,  
     2012      2011      2010  
     (in thousands)  

Net revenue

        

United States

   $ 562,026       $ 546,840       $ 579,386   

All other countries

     216,770         219,979         178,101   
  

 

 

    

 

 

    

 

 

 

Total

   $ 778,796       $ 766,819       $ 757,487   
  

 

 

    

 

 

    

 

 

 

The table below presents property and equipment, net, by geographic area.

 

     December 31, 2012      December 31, 2011  
     (in thousands)  

Long-lived assets

     

United States

   $ 126,233       $ 134,703   

All other countries

     6,311         6,999   
  

 

 

    

 

 

 

Total

   $ 132,544       $ 141,702   
  

 

 

    

 

 

 

18. Quarterly Financial Data (Unaudited)

The following tables present certain unaudited consolidated quarterly financial information.

 

     Three Months Ended  
     December 31,
2012 (a)
    September 30,
2012
     June 30,
2012
     March 31,
2012
 
     (in thousands, except per share data)  

Net revenue

   $ 189,737      $ 198,303       $ 200,977       $ 189,779   

Cost and expenses

     495,388        173,393         186,105         185,835   

Operating income/(loss)

     (305,651     24,910         14,872         3,944   

Net income/(loss)

     (314,629     14,818         4,584         (6,511

Basic net income/(loss) per share

   $ (2.96   $ 0.14       $ 0.04       $ (0.06

Diluted net income/(loss) per share

   $ (2.96   $ 0.14       $ 0.04       $ (0.06

 

     Three Months Ended  
     December 31,
2011 (a)
    September 30,
2011
     June 30,
2011
     March 31,
2011
 
     (in thousands, except per share data)  

Net revenue

   $ 177,146      $ 202,924       $ 201,826       $ 184,923   

Cost and expenses

     214,500        180,064         181,989         185,555   

Operating income/(loss)

     (37,354     22,860         19,837         (632

Net income/(loss)

     (46,505     11,233         8,888         (10,893

Basic net income/(loss) per share

   $ (0.44   $ 0.11       $ 0.09       $ (0.11

Diluted net income/(loss) per share

   $ (0.44   $ 0.11       $ 0.08       $ (0.11

 

(a) During the three months ended December 31, 2012 and 2011, we recorded non-cash impairment charges related to goodwill and intangible assets of $321.2 million and $49.9 million, respectively (see Note 4 - Goodwill and Intangible Assets).

 

38


Schedule II – Valuation and Qualifying Accounts

 

     Balance at
Beginning of
Period
     Charged to Costs
and Expenses
    Charged to Other
Accounts
    Deductions      Balance at End
of Period
 
     (in thousands)  

Tax Valuation Allowance

            

Year Ended December 31, 2012

   $ 298,860       $ (530   $ (1,522 ) (a)    $ —         $ 296,808   

Year Ended December 31, 2011

     312,520         1,651        (15,311 ) (b)      —           298,860   

Year Ended December 31, 2010

     329,868         3,344        (20,692 ) (a)      —           312,520   

 

(a) Represents foreign currency translation adjustments to the valuation allowance and reclassification adjustments between our gross deferred tax assets and the corresponding valuation allowance and the effects of a U.K. tax rate change.
(b) Includes a reduction of $12.0 million to the deferred tax asset in connection with a reduction of the tax sharing liability to the airlines. The remaining $3.3 million represents the combined effect of foreign currency translation adjustments, a reduction to the U.K. tax rate and other reclassification adjustments between the gross deferred tax assets and the corresponding valuation allowance.

 

39