Travelport Worldwide LTD (Form: 10-Q, Received: 08/04/2016 14:11:08)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

☐

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. 001-36640

Travelport Worldwide Limited

(Exact name of registrant as specified in its charter)

	Bermuda			98-0505105
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom
(Address of principal executive offices, including zip code)

+44-1753-288-000
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 4, 2016, there were 123,920,248 shares of the Registrants’ common shares, par value $0.0025 per share, outstanding.

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	Page
PART I. FINANCIAL INFORMATION
Forward-Looking Statements		1
Item 1 Financial Statements (unaudited)		3
Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)		3
Consolidated Condensed Statements of Comprehensive (Loss) Income for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)		4
Consolidated Condensed Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015		5
Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 (unaudited)		6
Consolidated Condensed Statement of Changes in Total Equity (Deficit) for the Six Months Ended June 30, 2016 (unaudited)		8
Notes to the Consolidated Condensed Financial Statements (unaudited)		9
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3 Quantitative and Qualitative Disclosures About Market Risk		41
Item 4 Controls and Procedures		42
PART II. OTHER INFORMATION
Item 1 Legal Proceedings		43
Item 1A Risk Factors		43
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 3 Defaults upon Senior Securities		43
Item 4 Mine Safety Disclosures		44
Item 5 Other Information		44
Item 6 Exhibits		44
Signatures		45

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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 Quarterly Report on Form 10-Q to “we,” “our,” “us” or “Travelport” refer to Travelport Worldwide Limited, a Bermuda company, and its consolidated 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, pandemics, general economic conditions, natural disasters and other disruptions;

•

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

•

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 providers and generate new revenue streams;

•

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

•

our ability to grow adjacencies, such as payment solutions and mobile commerce;

•

general economic and business conditions in the markets in which we operate, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the eurozone;

•

the impact on business conditions both in the United Kingdom (“U.K.”) and worldwide as a result of the U.K.’s decision to leave the European Union (“E.U.”).

•

pricing, regulatory and other trends in the travel industry;

•

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

•

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

•

maintenance and protection of our information technology and intellectual property.

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 our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18,

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2016, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 5, 2016, and this Quarterly Report on Form 10-Q, as well as any other cautionary language in this Quarterly Report on Form 10-Q, 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. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

(in $ thousands, except share data)	Three Months Ended June 30, 2016			Three Months Ended June 30, 2015			Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Net revenue		$	605,905		$	554,202		$	1,215,168		$	1,126,330
Costs and expenses
Cost of revenue			376,605			335,050			739,282			684,281
Selling, general and administrative			139,294			98,159			253,771			226,279
Depreciation and amortization			52,246			57,847			104,487			118,875
Total costs and expenses			568,145			491,056			1,097,540			1,029,435
Operating income			37,760			63,146			117,628			96,895
Interest expense, net			(45,113 )			(38,751 )			(100,008 )			(78,140 )
Loss on early extinguishment of debt			(2,671 )			—			(2,671 )			—
Gain on sale of shares of Orbitz Worldwide			—			—			—			6,271
(Loss) income before income taxes and share of losses in equity method investment			(10,024 )			24,395			14,949			25,026
Provision for income taxes			(4,405 )			(7,792 )			(12,197 )			(15,550 )
Share of losses in equity method investment			—			(194 )			—			(175 )
Net (loss) income			(14,429 )			16,409			2,752			9,301
Net income attributable to non-controlling interest in subsidiaries			(402 )			(1,081 )			(998 )			(2,114 )
Net (loss) income attributable to the Company		$	(14,831 )		$	15,328		$	1,754		$	7,187
(Loss) income per share – Basic:
(Loss) income per share		$	(0.12 )		$	0.13		$	0.01		$	0.06
Weighted average common shares outstanding – Basic			123,825,030			122,269,482			123,771,642			121,842,792
(Loss) income per share – Diluted:
(Loss) income per share		$	(0.12 )		$	0.12		$	0.01		$	0.06
Weighted average common shares outstanding – Diluted			123,990,177			122,717,897			123,912,681			122,672,763
Cash dividends declared per common share		$	0.075		$	0.075		$	0.15		$	0.15

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited)

(in $ thousands)	Three Months Ended June 30, 2016			Three Months Ended June 30, 2015			Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Net (loss) income		$	(14,429 )		$	16,409		$	2,752		$	9,301
Other comprehensive (loss) income, net of tax:
Currency translation adjustment, net of tax			(4,799 )			(83 )			2,660			(5,919 )
Changes in gain on available-for-sale securities, net of tax			—			—			—			(6,376 )
Unrealized actuarial gain (loss) on defined benefit plans, net of tax			2,251			(47 )			4,502			(79 )
Other comprehensive (loss) income, net of tax			(2,548 )			(130 )			7,162			(12,374 )
Comprehensive (loss) income			(16,977 )			16,279			9,914			(3,073 )
Comprehensive income attributable to non-controlling interest in subsidiaries			(402 )			(1,081 )			(998 )			(2,114 )
Comprehensive (loss) income attributable to the Company		$	(17,379 )		$	15,198		$	8,916		$	(5,187 )

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)

(in $ thousands, except share data)	June 30, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents		$	126,937		$	154,841
Accounts receivable (net of allowances for doubtful accounts of $13,185 and $14,575)			241,526			205,686
Deferred income taxes			5,118			5,133
Other current assets			116,893			99,481
Total current assets			490,474			465,141
Property and equipment, net			429,842			459,848
Goodwill			1,083,841			1,067,415
Trademarks and tradenames			314,015			313,961
Other intangible assets, net			524,680			534,540
Deferred income taxes			10,288			10,348
Other non-current assets			48,106			54,176
Total assets		$	2,901,246		$	2,905,429
Liabilities and equity
Current liabilities:
Accounts payable		$	68,033		$	74,277
Accrued expenses and other current liabilities			451,282			430,650
Current portion of long-term debt			64,086			74,163
Total current liabilities			583,401			579,090
Long-term debt			2,346,696			2,363,035
Deferred income taxes			60,556			59,663
Other non-current liabilities			234,664			226,499
Total liabilities			3,225,317			3,228,287
Commitments and contingencies (Note 10)
Shareholders’ equity (deficit):
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively)			—			—
Common shares ($0.0025 par value; 560,000,000 shares authorized; 124,736,389 shares and 124,476,382 shares issued and 123,872,088 shares and 123,631,474 shares outstanding as of June 30, 2016 and December 31, 2015, respectively)			312			311
Additional paid in capital			2,714,321			2,715,538
Treasury shares, at cost (864,301 shares and 844,908 shares as of June 30, 2016 and December 31, 2015, respectively)			(13,533 )			(13,331 )
Accumulated deficit			(2,879,904 )			(2,881,658 )
Accumulated other comprehensive loss			(170,345 )			(177,507 )
Total shareholders’ equity (deficit)			(349,149 )			(356,647 )
Equity attributable to non-controlling interest in subsidiaries			25,078			33,789
Total equity (deficit)			(324,071 )			(322,858 )
Total liabilities and equity		$	2,901,246		$	2,905,429

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

(in $ thousands)	Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Operating activities
Net income		$	2,752		$	9,301
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			104,487			118,875
Amortization of customer loyalty payments			34,261			36,267
Allowance for prepaid incentives			10,684			—
Gain on sale of shares of Orbitz Worldwide			—			(6,271 )
Amortization of debt finance costs and debt discount			5,126			5,144
Loss on early extinguishment of debt			2,671			—
Loss (gain) on foreign exchange derivative instruments			2,451			(8,186 )
Loss on interest rate derivative instruments			21,862			—
Share of losses in equity method investment			—			175
Equity-based compensation			16,222			18,980
Deferred income taxes			827			3,934
Customer loyalty payments			(43,922 )			(42,211 )
Pension liability contribution			(1,837 )			(1,550 )
Changes in assets and liabilities:
Accounts receivable			(37,454 )			(47,661 )
Other current assets			(19,072 )			(5,331 )
Accounts payable, accrued expenses and other current liabilities			3,896			(908 )
Other			(22 )			11,608
Net cash provided by operating activities		$	102,932		$	92,166
Investing activities
Property and equipment additions		$	(44,985 )		$	(52,494 )
Business acquired, net of cash			(15,009 )			—
Proceeds from sale of shares of Orbitz Worldwide			—			6,271
Net cash used in investing activities		$	(59,994 )		$	(46,223 )

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS—(Continued)
(unaudited)

(in $ thousands)	Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Financing activities
Proceeds from term loans		$	143,291		$	—
Repayment of term loans			(155,166 )			(11,875 )
Proceeds from revolver borrowings			10,000			—
Repayment of revolver borrowings			(10,000 )			—
Repayment of capital lease obligations and other indebtedness			(23,542 )			(16,067 )
Debt finance costs and lender fees			(7,791 )			—
Release of cash provided as collateral			—			4,336
Dividend to shareholders			(18,565 )			(18,555 )
Purchase of non-controlling interest in a subsidiary			(7,820 )			—
Treasury share purchase related to vesting of equity awards			(1,004 )			(14,480 )
Net cash used in financing activities		$	(70,597 )		$	(56,641 )
Effect of changes in exchange rate on cash and cash equivalents			(245 )			(1,252 )
Net decrease in cash and cash equivalents			(27,904 )			(11,950 )
Cash and cash equivalents at beginning of period			154,841			138,986
Cash and cash equivalents at end of period		$	126,937		$	127,036
Supplemental disclosure of cash flow information
Interest payments, net of capitalized interest			86,854			72,732
Income tax payments, net of refunds			8,573			13,272
Non-cash capital leases additions			7,969			25,151
Non-cash purchase of property and equipment.			—			27,000

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY (DEFICIT)
(unaudited)

	Common Shares					Additional Paid in Capital			Treasury Shares					Accumulated Deficit			Accumulated Other Comprehensive Loss			Non- Controlling Interest in Subsidiaries			Total Equity (Deficit)
(in $ thousands, except share data)	Number		Amount			Additional Paid in Capital			Number		Amount			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non- Controlling Interest in Subsidiaries			Total Equity (Deficit)
Balance as of December 31, 2015		124,476,382		$	311		$	2,715,538		844,908		$	(13,331 )		$	(2,881,658 )		$	(177,507 )		$	33,789		$	(322,858 )
Dividend to shareholders ($0.15 per share)		—			—			(18,996 )		—			—			—			—			—			(18,996 )
Purchase of non-controlling interest in a subsidiary		—			—			1,189		—			—			—			—			(9,709 )			(8,520 )
Equity-based compensation		260,007			1			17,392		—			—			—			—			—			17,393
Treasury shares purchased in relation to vesting of equity awards		—			—			—		70,362			(1,004 )			—			—			—			(1,004 )
Treasury shares issued in relation to vesting of equity awards		—			—			(802 )		(50,969 )			802			—			—			—			—
Comprehensive income, net of tax		—			—			—		—			—			1,754			7,162			998			9,914
Balance as of June 30, 2016		124,736,389		$	312		$	2,714,321		864,301		$	(13,533 )		$	(2,879,904 )		$	(170,345 )		$	25,078		$	(324,071 )

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

Basis of Presentation

Travelport Worldwide Limited (the “Company” or “Travelport”) is a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. With a presence in approximately 180 countries, Travelport business is comprised of:

The Travel Commerce Platform, through which the Company facilitates travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel buyers in the Company’s proprietary business to business (“B2B”) travel commerce platform. As travel industry needs evolve, Travelport is utilizing its Travel Commerce Platform to redefine the electronic distribution and merchandising of airline core and ancillary products, as well as extending its reach into the growing world of travel commerce beyond air, including to hotel, car rental, rail, cruise-line and tour operators. In addition, Travelport has leveraged its domain expertise in the travel industry to design a pioneering B2B payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. The Company also provides travel companies with a mobile travel platform and digital product set that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through mobile services including apps, mobile web and mobile messaging. Travelport utilizes the extensive data managed by its platform to provide an array of additional services, such as advertising solutions, subscription services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users.

Through its Technology Services, Travelport provides critical hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling and other solutions, enabling them to focus on their core business competencies and reduce costs. The Company hosts reservations, inventory management and other related critical systems for Delta Air Lines Inc.

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, 2015 balance sheet which was derived from audited financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

In presenting the consolidated condensed financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 18, 2016.

Beginning with the first quarter of 2016, the Company has presented U.S. dollar amounts and certain statistical information in tables rounded to the nearest thousand as compared to the nearest million as presented in previous periods.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

2. Recently Issued Accounting Pronouncements

Compensation—Stock Compensation

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance on several aspects of the accounting for share-based payment transactions which simplifies the current accounting requirements. The update includes accounting for income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the guidance on the consolidated condensed financial statements.

Leases

In February 2016, the FASB issued guidance on lease accounting which supersedes the current guidance on leases. The new guidance establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the guidance is permitted. The Company is currently evaluating the impact of the guidance on the consolidated condensed financial statements.

Financial Instruments

In January 2016, the FASB issued guidance which amends the current guidance on the classification and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. The Company does not anticipate any significant impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Income Taxes

In November 2015, the FASB issued guidance in relation to the balance sheet presentation of deferred tax assets and liabilities. This guidance simplifies the current presentation, where deferred tax assets and liabilities are required to be separated into current and non-current amounts in a classified statement of financial position, and requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. As a result, each jurisdiction will now only have one net non-current deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted and may be applied retrospectively or prospectively. The adoption of this guidance will impact the Company’s consolidated condensed balance sheet presentation of deferred tax assets and liabilities.

Revenue Recognition

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

In August 2015, the FASB delayed the effective date of the new revenue guidance issued in May 2014 by one year but allowed companies a choice to adopt the guidance as of the original effective date that was set out in May 2014. The Company has decided to defer the application date and, consequently, the May 2014 revenue recognition guidance will be applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on the consolidated condensed financial statements.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance does not affect the recognition and measurement of debt issuance costs which would continue to be calculated using the interest method and be reported as interest expense. In August 2015, the FASB issued further guidance to clarify the SEC’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements whereby such costs could be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. The Company adopted the provision of this guidance effective January 1, 2016. As a result of this guidance, the Company has reclassified its unamortized debt issuance costs of $21 million and $24 million as of June 30, 2016 and December 31, 2015, respectively, in relation to its term loans and has presented these costs as a deduction from the carrying value of the term loans.

3. Other Current Assets

Other current assets consisted of:

(in $ thousands)	June 30, 2016			December 31, 2015
Prepaid expenses		$	33,739		$	26,395
Sales and use tax receivables			32,722			27,233
Prepaid incentives			21,636			26,496
Restricted cash			17,457			11,701
Derivative assets			2,096			657
Other			9,243			6,999
		$	116,893		$	99,481

During the three and six months ended June 30, 2016, the Company recorded $11 million as allowance for prepaid incentives.

Restricted cash represents cash held on behalf of clients 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.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

4. Property and Equipment, Net

Property and equipment, net, consisted of:

	June 30, 2016									December 31, 2015
(in $ thousands)	Cost			Accumulated depreciation			Net			Cost			Accumulated depreciation			Net
Capitalized software		$	890,817		$	(681,365 )		$	209,452		$	870,868		$	(635,135 )		$	235,733
Computer equipment			308,878			(187,501 )			121,377			303,902			(168,380 )			135,522
Building and leasehold improvements			25,597			(9,992 )			15,605			24,102			(8,735 )			15,367
Construction in progress			83,408			—			83,408			73,226			—			73,226
		$	1,308,700		$	(878,858 )		$	429,842		$	1,272,098		$	(812,250 )		$	459,848

The Company recorded depreciation expense (including depreciation on assets under capital leases) of $39 million for each of the three months ended June 30, 2016 and 2015. The Company recorded depreciation expense of $80 million and $81 million during the six months ended June 30, 2016 and 2015, respectively. During the three and six months ended June 30, 2016, the Company also recorded an impairment of $4 million on its capitalized software.

As of June 30, 2016 and December 31, 2015, the Company had capital lease assets of $171 million and $174 million, respectively, with accumulated depreciation of $76 million and $69 million, respectively, included within computer equipment.

5. Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2016 and June 30, 2016 are as follows:

(in $ thousands)	January 1, 2016			Additions			Retirements			Foreign Exchange			June 30, 2016
Non-Amortizable Assets:
Goodwill		$	1,067,415		$	14,105		$	—		$	2,321		$	1,083,841
Trademarks and tradenames			313,961			—			—			54			314,015
Other Intangible Assets:
Acquired intangible assets			1,127,360			—			—			(110 )			1,127,250
Accumulated amortization			(756,489 )			(24,855 )			—			(348 )			(781,692 )
Acquired intangible assets, net			370,871			(24,855 )			—			(458 )			345,558
Customer loyalty payments			300,142			50,346			(29,359 )			1,844			322,973
Accumulated amortization			(136,473 )			(34,261 )			27,479			(596 )			(143,851 )
Customer loyalty payments, net			163,669			16,085			(1,880 )			1,248			179,122
Other intangible assets, net		$	534,540		$	(8,770 )		$	(1,880 )		$	790		$	524,680

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

5. Intangible Assets (Continued)

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2015 and June 30, 2015 are as follows:

(in $ thousands)	January 1, 2015			Additions			Retirements			Foreign Exchange			June 30, 2015
Non-Amortizable Assets:
Goodwill		$	997,419		$	—		$	—		$	(1,092 )		$	996,327
Trademarks and tradenames			313,961			—			—			—			313,961
Other Intangible Assets:
Acquired intangible assets			1,129,320			—			(2,535 )			507			1,127,292
Accumulated amortization			(687,495 )			(37,765 )			2,535			(513 )			(723,238 )
Acquired intangible assets, net			441,825			(37,765 )			—			(6 )			404,054
Customer loyalty payments			334,309			42,840			(43,215 )			(2,677 )			331,257
Accumulated amortization			(157,319 )			(36,267 )			43,215			—			(150,371 )
Customer loyalty payments, net			176,990			6,573			—			(2,677 )			180,886
Other intangible assets, net		$	618,815		$	(31,192 )		$	—		$	(2,683 )		$	584,940

In April 2016, the Company acquired its distributor in Japan for a cash consideration of $15 million, net of cash acquired. The Company completed the process of allocating the purchase consideration to acquired identifiable assets and liabilities and recorded goodwill of $14 million.

The Company paid cash of $44 million and $42 million for customer loyalty payments during the six months ended June 30, 2016 and 2015, respectively. Further, as of June 30, 2016 and December 31, 2015, the Company had balances payable of $41 million and $42 million, respectively, for customer loyalty payments.

Amortization expense for acquired intangible assets was $14 million and $19 million for the three months ended June 30, 2016 and 2015, respectively, and $25 million and $38 million for the six months ended June 30, 2016 and 2015, respectively, and is included as a component of depreciation and amortization on the Company’s consolidated condensed statements of operations.

Amortization expense for customer loyalty payments was $18 million for each of the three months ended June 30, 2016 and 2015 and $34 million and $36 million for the six months ended June 30, 2016 and 2015, respectively, and is included within cost of revenue or revenue in the Company’s consolidated condensed statements of operations.

6. Other Non-current Assets

Other non-current assets consisted of:

(in $ thousands)	June 30, 2016			December 31, 2015
Supplier prepayments		$	16,278		$	14,616
Prepaid incentives			9,666			9,282
Pension assets			5,752			5,186
Deferred financing costs			5,652			6,543
Derivative assets			—			8,655
Other			10,758			9,894
		$	48,106		$	54,176

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ thousands)	June 30, 2016			December 31, 2015
Accrued commissions and incentives		$	273,927		$	241,358
Accrued payroll and related			62,352			77,544
Deferred revenue			42,116			35,836
Income tax payable			18,227			15,516
Customer prepayments			17,457			11,701
Derivative liabilities			13,618			10,341
Accrued interest expense			2,997			18,800
Pension and post-retirement benefit liabilities			1,448			1,528
Other			19,140			18,026
		$	451,282		$	430,650

Included in accrued commissions and incentives are $41 million and $42 million of accrued customer loyalty payments as of June 30, 2016 and December 31, 2015, respectively.

8. Long-Term Debt

Long-term debt consisted of:

(in $ thousands)	Interest rate		Maturity	June 30, 2016			December 31, 2015
Senior Secured Credit Agreement
Term loans
Dollar denominated (1)(2) (3)		L+4.00 %	September 2021		$	2,292,472		$	2,303,315
Revolver borrowings
Dollar denominated		L+5.00 %	September 2019			—			—
Capital leases and other indebtedness						118,310			133,883
Total debt						2,410,782			2,437,198
Less: current portion						64,086			74,163
Long-term debt					$	2,346,696		$	2,363,035

(1)

Minimum LIBOR floor of 1.00%

(2)

Upon the adoption of U.S. GAAP guidance, effective January 1, 2016, unamortized debt finance costs of $24 million have been reclassified and deducted from the term loans balance as of December 31, 2015 (see Note 2—Recently Issued Accounting Pronouncements).

(3)

Interest rate on term loans as of December 31, 2015, was L+4.75%.

On June 23, 2016, the Company entered into an amendment to its senior secured credit agreement which, (i) amended the applicable rates to 3.00% per annum, in the case of base rate loans, and 4.00% per annum, in the case of LIBOR loans and (ii) reset the 1% premium on the repricing of the term loans under the credit agreement for a period of six months. The interest rate per annum applicable to the term loans is based on, at the election of the Company, (i) LIBOR plus 4.00% or base rate (as defined in the senior

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

8. Long-Term Debt (Continued)

secured credit agreement) plus 3.00%. The term loans are subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. The Company expects to pay interest based on LIBOR plus 4.00% for the term loans. The Company provided a 0.25% discount of $6 million to all the lenders participating in this repricing, which was capitalized.

Certain lenders contributed $143 million towards the term loans, an amount equal to that was paid to the lenders who opted to leave or reduce their participation. On repricing, the Company recorded a loss on early extinguishment of debt of $3 million.

During the six months ended June 30, 2016, the Company (i) repaid $12 million of its quarterly installments of term loans as required under the senior secured credit agreement, (ii) amortized $3 million of debt finance costs and $2 million of debt discount, and (iii) repaid $24 million under its capital lease obligations and other indebtedness and entered into $8 million of new capital leases for information technology assets.

Under the senior secured credit agreement, the Company has a $125 million revolving credit facility with a consortium of banks, which contains a letter of credit sub-limit up to a maximum of $50 million. During the six months ended June 30, 2016, the Company borrowed and repaid $10 million under this facility. As of June 30, 2016, the Company had no outstanding borrowings under its revolving credit facility and utilized $24 million for the issuance of letters of credit, with a balance of $101 million remaining.

The senior secured credit agreement also permits the issuance of certain cash collateralized letters of credit in addition to those that can be issued under the revolving credit facility, whereby 103% of cash collateral is to be maintained for outstanding letters of credit. As of June 30, 2016, there were no outstanding cash collateralized letters of credit.

As of June 30, 2016, the Company was in compliance with all restrictive and financial covenants related to its long-term debt.

9. 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 exchange rates and interest rates. The Company does not use derivatives for trading or speculative purposes. During the six months ended June 30, 2016, there was no material change in the Company’s foreign currency and interest rate risk management policies or in its fair value methodology. As of June 30, 2016, the Company had a net liability position of $26 million related to derivative financial instruments associated with its interest rate risk and foreign currency exchange rate risk.

The primary interest rate risk exposure as of June 30, 2016 was the impact of LIBOR interest rates on the Company’s dollar denominated variable rate term loans. The term loans have a 1.00% LIBOR floor. During the six months ended June 30, 2016, LIBOR rates were below 1.00%. The primary foreign currency risk exposure as of June 30, 2016 was to exchange rate fluctuations that arise from certain intercompany transactions and from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

9. Financial Instruments (Continued)

Presented below is a summary of the fair value of the Company’s derivative contracts, which have not been designated as hedging instruments, recorded on the consolidated condensed balance sheets at fair value.

(in $ thousands)	Balance Sheet Location	Fair Value Asset						Balance Sheet Location	Fair Value (Liability)
(in $ thousands)	Balance Sheet Location	June 30, 2016			December 31, 2015			Balance Sheet Location	June 30, 2016			December 31, 2015
Interest rate swap contracts	Other current assets		$	—		$	—	Accrued Expenses and other current liabilities		$	(2,401 )		$	—
Interest rate swap contracts	Other non-current assets			—			8,655	Other non-current liabilities			(10,806 )			—
Foreign currency contracts	Other current assets			2,096			657	Accrued Expenses and other current liabilities			(11,217 )			(10,341 )
Foreign currency contracts	Other non-current assets			—			—	Other non-current liabilities			(4,066 )			(1,082 )
Total fair value of derivative assets (liabilities)			$	2,096		$	9,312			$	(28,490 )		$	(11,423 )

As of June 30, 2016, the notional amounts of foreign currency forward contracts and interest rate swap contracts were $331 million and $1,400 million, respectively. These derivative contracts cover transactions for periods that do not exceed three years.

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the six months ended June 30, 2016 and 2015.

(in $ thousands)	Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Net derivative liability opening balance		$	(2,111 )		$	(15,548 )
Total loss for the period included in net income			(34,560 )			(5,426 )
Payment on settlement of foreign currency derivative contracts			10,277			13,501
Net derivative liability closing balance		$	(26,394 )		$	(7,473 )

The table below presents the impact of changes in fair values of derivatives not designated as hedges on net (loss) income during the three and six months ended June 30, 2016 and 2015:

		Amount of Income (Loss) Recorded in Net (Loss) Income
(in $ thousands)	Statement of Operations Location	Three Months Ended June 30,						Six Months Ended June 30,
		2016			2015			2016			2015
Interest rate swap contracts	Interest expense, net		$	(5,406 )		$	—		$	(21,862 )		$	—
Foreign currency contracts	Selling, general and administrative			(14,549 )			11,031			(12,698 )			(5,426 )
			$	(19,955 )		$	11,031		$	(34,560 )		$	(5,426 )

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

9. Financial Instruments (Continued)

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:

		June 30, 2016				December 31, 2015
(in $ thousands)	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Asset (liability)
Derivative assets (1)	Level 3		2,096		2,096		9,312		9,312
Derivative liabilities (1)	Level 3		(28,490 )		(28,490 )		(11,423 )		(11,423 )
Total debt	Level 2		(2,410,782 )		(2,451,346 )		(2,437,198 )		(2,431,242 )

(1)

As of December 31, 2015, derivative assets and liabilities were categorized at Level 2 of the fair value hierarchy.

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 16% and a recovery rate of 20% which are applied to the Company’s credit default swap adjustments. In accordance with the Company’s policy, as the credit valuation adjustment applied to arrive at the fair value of derivatives has been greater than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 3 of the fair value hierarchy. 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 June 30, 2016.

The fair value of the Company’s total debt has been determined by calculating the fair value of its term loans based on quoted prices obtained from independent brokers for identical debt instruments when traded as an asset and is categorized within Level 2 of the fair value hierarchy.

10. Commitments and Contingencies

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 June 30, 2016, the Company had approximately $39 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $22 million relates to the twelve months ending June 30, 2017. These purchase obligations extend through 2020.

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 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

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

10. Commitments and Contingencies (Continued)

unpredictable and although the Company believes its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period.

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 or sales of debt or equity 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 or equity security issuances or sales. 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 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.

11. Equity

Purchase of Non-Controlling Interest in a Subsidiary

In June 2016, the Company acquired an additional 40% of the equity of Locomote Holdings Pty Ltd. (“Locomote”) from the non-controlling shareholders for a total consideration of $9 million. The excess of consideration paid by the Company over the carrying value of the non-controlling interest acquired is recorded within additional paid-in-capital on the Company’s consolidated condensed balance sheet, and the cash payment is presented as a financing activity in the Company’s consolidated condensed statements of cash flow. As of June 30, 2016, the Company’s ownership in Locomote was 95%.

Dividends on Common Shares

The Company’s Board of Directors declared the following cash dividends during the six months ended June 30, 2016:

Declaration Date	Dividend Per Share			Record Date	Payment Date	Amount (in $ thousands)
February 17, 2016		$	0.075	March 3, 2016	March 17, 2016		$	9,279
May 3, 2016		$	0.075	June 2, 2016	June 16, 2016		$	9,286

On August 3, 2016, the Company’s Board of Directors declared a cash dividend of $0.075 per common share (see Note 14—Subsequent Events).

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

12. Equity-Based Compensation

The table below presents the activity of the Company’s restricted share units (“RSUs”), performance share units (“PSUs” and, together with RSUs, “Restricted Units”) and stock options for the six months ended June 30, 2016:

	Restricted Units
(in dollars, except number of Restricted Units)	Number		Weighted Average Grant Date Fair Value
Balance as of January 1, 2016		2,172,529		$	15.73
Granted at fair market value		1,746,421		$	13.23
Vested (1)		(206,216 )		$	15.62
Forfeited		(218,025 )		$	16.33
Balance as of June 30, 2016		3,494,709		$	14.45

(1)

During the six months ended June 30, 2016, the Company completed net share settlement of 70,362 common shares in connection with employee taxable income created upon the vesting of Restricted Units. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares.

	Stock Options
(in dollars, except number of stock options)	Number		Weighted Average Grant Date Fair Value
Balance as of January 1, 2016		1,454,638		$	6.49
Granted at fair market value		1,347,066		$	4.04
Forfeited		(127,611 )		$	6.35
Expired		(73,010 )		$	6.43
Balance as of June 30, 2016		2,601,083		$	5.23

In March 2016, the Company granted 0.6 million RSUs, 0.7 million PSUs and 1.2 million stock options under the Travelport Worldwide Limited 2014 Omnibus Incentive Plan (“2014 Equity Plan”). The RSUs and stock options vest annually in quarterly installments on April 15 each year, over a period of four years, if the employee continues to remain in employment during the vesting period. The number of PSUs that will vest on April 15, 2019 is based on the satisfaction of certain performance conditions and continued employment of the employee during the vesting period.

On June 8, 2016, the shareholders of the Company approved an amendment and restatement of the 2014 Equity Plan (the “Amended 2014 Equity Plan”), which provides for an additional 8.9 million common shares available for issuances of equity awards thereunder.

As of June 30, 2016, 0.5 million stock options have vested and become exercisable. The weighted-average exercise price of stock options granted during the six months ended June 30, 2016 was $13.23 per option, with the remaining weighted average contractual term as of June 30, 2016 of 9.71 years.

Compensation expense for the six months ended June 30, 2016 and 2015 resulted in a credit to equity on the Company’s consolidated condensed balance sheets of $17 million and $19 million, respectively.

The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of June 30, 2016 will be approximately $52 million based on the fair value of the Restricted Units and the stock options on the grant date.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

13. (Loss) Income Per Share

The following table reconciles the numerators and denominators used in the computation of basic and diluted (loss) income per share:

	Three Months Ended June 30,						Six Months Ended June 30,
(in $ thousand, except share data)	2016			2015			2016			2015
Numerator – Basic and Diluted (Loss) Income per Share:
Net (loss) income attributable to the Company		$	(14,831 )		$	15,328		$	1,754		$	7,187
Denominator – Basic (Loss) Income per Share:
Weighted average common shares outstanding			123,825,030			122,269,482			123,771,642			121,842,792
(Loss) income per share – Basic		$	(0.12 )		$	0.13		$	0.01		$	0.06
Denominator – Diluted (Loss) Income per Share:
Number of common shares used for basic (loss) income per share			123,825,030			122,269,482			123,771,642			121,842,792
Weighted average effect of dilutive securities
RSUs			70,030			365,951			64,467			770,326
Stock Options			95,117			82,464			76,572			59,645
Weighted average common shares outstanding			123,990,177			122,717,897			123,912,681			122,672,763
(Loss) income per share – Diluted		$	(0.12 )		$	0.12		$	0.01		$	0.06

Basic (loss) income per share is based on the weighted average number of common shares outstanding during each period. Diluted (loss) income per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common shares equivalents during each period.

For the three and six months ended June 30, 2016, the Company had 2.3 million and 1.8 million, respectively, of weighted-average common share equivalents, primarily associated with the Company’s stock options, that were excluded from the calculation of diluted (loss) income per share as their inclusion would have been antidilutive as the common shares repurchased from the total assumed proceeds applying the treasury stock method exceed the common shares that would have been issued.

14. Subsequent Events

On August 3, 2016, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the second quarter of 2016, which is payable on September 15, 2016 to shareholders of record on September 1, 2016.

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ITEM 2. 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 the three and six months ended June 30, 2016 should be read in conjunction with our consolidated condensed financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis 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 Quarterly Report, particularly under the headings “Risk Factors” and “Forward-Looking Statements.”

Overview

We are a leading travel commerce platform providing distribution, technology, payment, mobile and other solutions for the $7 trillion global travel and tourism industry. We facilitate travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel agencies and other travel buyers in our proprietary business-to-business (“B2B”) travel commerce platform (our Travel Commerce Platform). In 2015, we processed approximately $82 billion of travel spending. Since 2012, we have strategically invested in products with a focus on redefining our Travel Commerce Platform to address the trends, inefficiencies and unmet needs of all components of the travel value chain.

We have one reporting segment, and we further classify revenue according to its source as either Travel Commerce Platform revenue (comprised of Air and Beyond Air) or Technology Services revenue. For the six months ended June 30, 2016, Air, Beyond Air and Technology Services represented 72%, 23% and 5%, respectively, of our net revenue.

Travel Commerce Platform

Our Travel Commerce Platform combines state-of-the-art technology with features, functionality and innovative solutions to address the high-volume and growing transaction processing requirements for the evolving needs of the travel industry.

Air

We provide comprehensive real-time search, pricing, booking, change, payment and integrated itinerary creation for travelers who use the services of online and offline travel agencies for both leisure and business travel. We provide such services to approximately 400 airlines globally, including approximately 120 low cost carriers (“LCCs”). Our access to business travelers, merchandising capabilities and ability to process complex itineraries have attracted and allowed for the full integration of several fast-growing LCCs such as Air Asia, EasyJet and Ryanair into our Travel Commerce Platform.

Beyond Air

We have expanded our Travel Commerce Platform with a fast growing portfolio of Beyond Air initiatives. Our Beyond Air portfolio includes hospitality, payment solutions, mobile commerce, advertising and other platform services.

For the hospitality sector of the travel industry, we provide innovative distribution and merchandising solutions for hotel, car rental, rail, cruise-line and tour operators. Based on our estimates we offer the largest inventory of hotel properties on any travel platform in the world via our innovative distribution and merchandising solutions for both chain and independent hotels.

For payment solutions, eNett International (Jersey) Limited’s (“eNett”) core offering is a Virtual Account Number (“VAN”) that automatically generates unique MasterCard numbers used to process payments globally. eNett’s operations currently focus on Asia Pacific and Europe, and we believe the model is highly scalable. During the three and six months ended June 30, 2016, eNett generated net revenue of $38 million and $71 million, respectively, representing an approximately 85% and 81% increase compared to the three and six months ended June 30, 2015, respectively.

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Following our acquisition of Mobile Travel Technologies Ltd. in July 2015, we also provide a mobile travel platform and digital product set that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through mobile services, including apps, mobile web and mobile messaging.

In addition to hospitality, payment solutions and mobile commerce, we utilize the broad connections and extensive data managed by our Travel Commerce Platform to provide advertising solutions that allow our travel providers to easily and cost-effectively promote upgrades, ancillary products or services, package deals and other offers. We also offer other platform services, including subscription services, processing services, business intelligence data services and marketing-oriented analytical tools, to travel agencies, travel providers and other travel data users.

Technology Services

We provide critical hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling and other services, enabling them to focus on their core business competencies and reduce costs. We also host reservations, inventory management and other related critical systems for Delta Air Lines Inc. In addition, we own 51% of IGT Solutions Private Ltd., an application development services provider based in Gurgaon, India that is used for both internal and external software development.

Management Performance Metrics

Our management team monitors the performance of our operations against our strategic objectives. We assess our performance using both financial and non-financial measures. As a Travel Commerce Platform, we measure performance primarily on the basis of changes in both Reported Segments and RevPas. Travel Commerce Platform RevPas is computed by dividing Travel Commerce Platform revenue by the total number of Reported Segments. Travel Commerce Platform revenue is generated from a wide portfolio of products and services, including traditional air bookings, ancillaries, hospitality, payment solutions, mobile commerce, advertising and other platform services. Reported Segments is defined as travel provider revenue generating units (net of cancellations) sold by our travel agency network, geographically presented by region based upon the point of sale location. We also use other GAAP and non-GAAP measures as performance metrics.

The table below sets out our performance metrics:

(in $ thousands, except per share data, Reported Segments and RevPas)	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change
	2016			2015						%		2016			2015						%
Net revenue		$	605,905		$	554,202		$	51,703		9		$	1,215,168		$	1,126,330		$	88,838		8
Operating income			37,760			63,146			(25,386 )		(40 )			117,628			96,895			20,733		21
Net (loss) income			(14,429 )			16,409			(30,838 )		(188 )			2,752			9,301			(6,549 )		(70 )
(Loss) income per share – diluted (in $)			(0.12 )			0.12			(0.24 )		(200 )			0.01			0.06			(0.05 )		(83 )
Adjusted EBITDA (1)			139,013			136,986			2,027		1			293,153			274,444			18,709		7
Adjusted Operating Income (2)			82,796			80,343			2,453		3			179,260			157,067			22,193		14
Adjusted Net Income (3)			34,287			35,487			(1,200 )		(3 )			85,242			65,064			20,178		31
Adjusted Income per Share – diluted (4) (in $)			0.28			0.29			(0.01 )		(3 )			0.69			0.53			0.16		30
Net cash provided by operating activities			76,728			81,147			(4,419 )		(5 )			102,932			92,166			10,766		12
Adjusted Free Cash Flow (5)			52,343			53,701			(1,358 )		(3 )			47,273			32,683			14,590		45
Reported Segments (in thousands)			86,807			87,150			(343 )		—			176,780			181,670			(4,890 )		(3 )
Travel Commerce Platform RevPas (in $)		$	6.61		$	6.00		$	0.61		10		$	6.52		$	5.86		$	0.66		11

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(1)

Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding depreciation and amortization of property and equipment, amortization of customer loyalty payments, interest expense, net (excluding unrealized gains (losses) on interest rate derivative instruments) and related income taxes.

(2)

Adjusted Operating Income (Loss) is defined as Adjusted EBITDA less depreciation and amortization of property and equipment and amortization of customer loyalty payments.

(3)

Adjusted Net Income (Loss) is defined as net income (loss) from continuing operations excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, share of earnings (losses) in equity method investments and items that are excluded under our debt covenants, such as gain on the sale of shares of Orbitz Worldwide Inc., non-cash equity-based compensation, certain corporate and restructuring costs, certain litigation and related costs and other non-cash items, such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivate instruments, along with any income tax related to these exclusions.

(4)

Adjusted Income (Loss) per Share—diluted is defined as Adjusted Net Income (Loss) for the period divided by the weighted average number of dilutive common shares.

(5)

Adjusted Free Cash Flow is defined as net cash provided by (used in) operating activities of continuing operations, adjusted to remove the impact of cash paid for other adjusting items which we believe are unrelated to our ongoing operations and to deduct capital expenditures on property and equipment additions, capital lease and other indebtedness repayments (“Capital Expenditure”).

Adjusted Net Income (Loss), Adjusted Operating Income and Adjusted EBITDA are supplemental measures of operating performance that do not represent, and should not be considered as, alternatives to net income (loss), as determined under U.S. GAAP. In addition, these measures may not be comparable to similarly named measures used by other companies. The presentation of these measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

We have included Adjusted Net Income (Loss), Adjusted Operating Income and Adjusted EBITDA as they are primary metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These metrics are also used by our Board of Directors to determine incentive compensation for future periods.

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The following table provides a reconciliation of net (loss) income to Adjusted Net Income, to Adjusted Operating Income and to Adjusted EBITDA:

	Three Months Ended June 30,						Six Months Ended June 30,
(in $ thousands)	2016			2015			2016			2015
Net (loss) income		$	(14,429 )		$	16,409		$	2,752		$	9,301
Adjustments:
Amortization of intangible assets (1)			13,716			19,142			24,855			37,765
Loss on early extinguishment of debt			2,671			—			2,671			—
Share of losses in equity method investment			—			194			—			175
Gain on sale of shares of Orbitz Worldwide			—			—			—			(6,271 )
Equity-based compensation and related taxes			6,823			8,621			15,924			21,023
Corporate and restructuring costs (2)			6,870			6,454			14,279			8,068
Other – non cash (3)			23,033			(17,020 )			28,436			(6,684 )
Tax impact of adjustments (4)			(4,397 )			1,687			(3,675 )			1,687
Adjusted Net Income			34,287			35,487			85,242			65,064
Adjustments:
Interest expense, net (5)			39,707			38,751			78,146			78,140
Remaining provision for income taxes			8,802			6,105			15,872			13,863
Adjusted Operating Income			82,796			80,343			179,260			157,067
Adjustments:
Depreciation and amortization of property and equipment			38,530			38,705			79,632			81,110
Amortization of customer loyalty payments			17,687			17,938			34,261			36,267
Adjusted EBITDA		$	139,013		$	136,986		$	293,153		$	274,444

(1)

Relates primarily to intangible assets acquired in the sale of Travelport to The Blackstone Group (“Blackstone”) in 2006 and from the acquisition of Worldspan in 2007.

(2)

Relates to costs associated with corporate development transactions and costs incurred to enhance our organization’s efficiency.

(3)

Other—non cash includes (i) unrealized losses (gains) on foreign currency derivative contracts of $14 million and $(16) million for the three months ended June 30, 2016 and 2015, respectively, and $3 million and $(6) million for the six months ended June 30, 2016 and 2015, respectively, (ii) unrealized loss on interest rate derivative contracts of $6 million and $22 million for the three and six months ended June 30, 2016, respectively, (iii) impairment of $4 million for each of the three and six months ended June 30, 2016 primarily related to property and equipment and (iv) other gains of $1 million for each of the three and six months ended June 30, 2016 and 2015.

(4)

Tax impact of adjustments primarily relates to equity-based compensation, corporate and restructuring costs, and unrealized gains and losses on foreign currency derivative contracts and is calculated at the rate applicable for the jurisdiction in which the adjusting item arose.

(5)

Interest expense, net excludes the impact of unrealized loss of $6 million and $22 million on interest rate derivative contracts for the three and six months ended June 30, 2016, respectively, which is included within “Other—non cash”.

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The following table provides a reconciliation of (loss) income per share – diluted to Adjusted Income per Share – diluted:

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
(Loss) income per share – diluted		$	(0.12 )		$	0.12		$	0.01		$	0.06
Per share adjustments to net (loss) income to determine Adjusted Income per Share – diluted			0.40			0.17			0.68			0.47
Adjusted Income per Share – diluted		$	0.28		$	0.29		$	0.69		$	0.53

We have included Adjusted Income (Loss) per Share – diluted as we believe it is a useful measure for our investors as it represents, on a per share basis, our consolidated results, taking into account depreciation and amortization on property and equipment and amortization of customer loyalty payments, as well as other items which are not allocated to the operating businesses, such as interest expense (excluding unrealized gains (losses) on interest rate derivative instruments) and related income taxes but excluding the effects of certain expenses not directly tied to the core operations of our businesses. Adjusted Income (Loss) per Share – diluted has similar limitations as Adjusted Net Income (Loss), Adjusted Operating Income (Loss) and Adjusted EBITDA and may not be comparable to similarly named measures used by other companies. In addition, Adjusted Net Income (Loss) does not include all items that affect our net income (loss) and net income (loss) per share for the period. Therefore, it is important to evaluate these measures along with our consolidated condensed statements of operations.

For a discussion of Adjusted Free Cash Flow, please see “Liquidity and Capital Resources—Cash Flows.”

Factors Affecting Results of Operations

Geographic Mix: Our geographically dispersed footprint helps insulate us from particular country or regional instability, allows for optimal information technology efficiency and enhances our value proposition to travel providers. We are well positioned to capture higher value business from travel providers operating in away markets, which results in higher per transaction revenue for both us and the travel providers we serve. The table below sets forth revenue by region percentages for our Travel Commerce Platform for the six months ended June 30, 2016 and 2015:

	Six Months Ended June 30,
(in percentages)	2016		2015
Asia Pacific		22		22
Europe		33		30
Latin America and Canada		5		4
Middle East and Africa		13		14
International		73		70
United States		27		30
Travel Commerce Platform		100		100

We expect some of the regions in which we currently operate, such as Asia Pacific, the Middle East and Africa, to experience growth in travel that is greater than the global average due to factors such as economic growth and a growing middle class, while more mature regions, such as the United States, remain stable. As these emerging travel regions may grow at a higher rate than mature regions, the geographic distribution of our revenue may similarly shift.

Customer Mix: We believe our customer mix is broadly diversified, supporting our stable and recurring business model with high revenue visibility. We provide air distribution services to approximately 400 airlines globally, including approximately 120 LCCs. In addition, we serve numerous Beyond Air travel

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providers, including approximately 650,000 hotel properties (of which over 550,000 are independent hotel properties), approximately 36,000 car rental locations and approximately 60 cruise-line and tour operators and 13 major rail networks worldwide. We aggregate travel content across over 68,000 travel agency locations representing over 235,000 online and offline travel agency terminals worldwide, which in turn serves millions of end customers globally. None of our travel buyers or travel providers accounted for more than 10% of our revenue for the six months ended June 30, 2016.

Renegotiated Legacy Contract: In February 2014, we entered into a renegotiated long-term agreement under which Orbitz Worldwide uses our services in the United States and other countries. Under the agreement, we paid incremental benefits in 2014, and since then, we have paid and will continue to pay further increased fees in later years for each air, car and hotel segment. Since 2015, Orbitz Worldwide has wider flexibility to use traditional GDS providers for services. In exchange for the enhanced payments, Orbitz Worldwide agreed to generate a minimum specified book of business through our Travel Commerce Platform and pay a shortfall payment if the minimum volume is not met.

Seasonality: Our revenue can experience seasonal fluctuations, reflecting seasonal demand trends for the products and services we offer. These trends generally cause our revenue to be higher in the first and second quarters as compared to the third and fourth quarters of the calendar year. Revenue typically peaks during these times as travelers plan and purchase their upcoming spring and summer travel.

Foreign Exchange Fluctuations: We are exposed to movements in currency exchange rates that impact our operating results. While substantially all of our revenue is denominated in U.S. dollars, a portion of our cost base is transacted in non-U.S. dollar currencies (principally, the British pound, Euro and Australian dollar).

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.

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Results of Operations

Three Months Ended June 30, 2016 compared to Three Months Ended June 30, 2015

	Three Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Net revenue		$	605,905		$	554,202		$	51,703		9
Costs and expenses
Cost of revenue			376,605			335,050			41,555		12
Selling, general and administrative			139,294			98,159			41,135		42
Depreciation and amortization			52,246			57,847			(5,601 )		(10 )
Total costs and expenses			568,145			491,056			77,089		16
Operating income			37,760			63,146			(25,386 )		(40 )
Interest expense, net			(45,113 )			(38,751 )			(6,362 )		(16 )
Loss on early extinguishment of debt			(2,671 )			—			(2,671 )		*
(Loss) income before income taxes and share of losses in equity method investment			(10,024 )			24,395			(34,419 )		(141 )
Provision for income taxes			(4,405 )			(7,792 )			3,387		43
Share of losses in equity method investment			—			(194 )			194		100
Net (loss) income		$	(14,429 )		$	16,409		$	(30,838 )		(188 )

Percentage calculated not meaningful

Net Revenue

Net revenue is comprised of:

	Three Months Ended June 30,						Change
(in $ thousands )	2016			2015			$			%
Air		$	425,861		$	400,974		$	24,887		6
Beyond Air			148,197			121,700			26,497		22
Travel Commerce Platform			574,058			522,674			51,384		10
Technology Services			31,847			31,528			319		1
Net revenue		$	605,905		$	554,202		$	51,703		9

During the three months ended June 30, 2016, Net revenue increased by $52 million, or 9%, compared to the three months ended June 30, 2015. This increase was primarily driven by an increase in Travel Commerce Platform revenue of $51 million, or 10%.

Travel Commerce Platform

The table below sets forth Travel Commerce Platform RevPas and Reported Segments:

	Three Months Ended June 30,						Change
	2016			2015						%
Travel Commerce Platform RevPas (in $)		$	6.61		$	6.00		$	0.61		10
Reported Segments (in thousands)			86,807			87,150			(343 )		—

The increase in Travel Commerce Platform revenue of $51 million, or 10%, was due to a $25 million, or 6%, increase in Air revenue and $26 million, or 22%, increase in Beyond Air revenue. Overall, there was a 10% increase in Travel Commerce Platform RevPas, with Reported Segments remaining stable.

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Our Travel Commerce Platform continues to benefit from growth in Air and Beyond Air revenue. The value of transactions processed on the Travel Commerce Platform decreased to $20.8 billion for the three months ended June 30, 2016 from $ 21.6 billion for the three months ended June 30, 2015 as a result of a decrease in segments in the U.S. and a reduction in ticket prices in line with global trends. Our percentage of Air segment revenue from away bookings increased to 66% from 65%. Our hospitality segments per 100 airline tickets issued, our car rental days sold, and our hotel room nights sold remained stable at 48, 24 million and 17 million, respectively.

The table below sets forth Travel Commerce Platform revenue by region:

	Three Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Asia Pacific		$	130,526		$	115,397		$	15,129		13
Europe			182,710			149,913			32,797		22
Latin America and Canada			28,245			24,299			3,946		16
Middle East and Africa			77,346			74,625			2,721		4
International			418,827			364,234			54,593		15
United States			155,231			158,440			(3,209 )		(2 )
Travel Commerce Platform		$	574,058		$	522,674		$	51,384		10

The table below sets forth Reported Segments and RevPas by region:

	Segments (in thousands)								RevPas (in $)
	Three Months Ended June 30,				Change				Three Months Ended June 30,						Change
	2016		2015				%		2016			2015			$			%
Asia Pacific		17,009		16,042		967		6		$	7.67		$	7.19		$	0.48		7
Europe		20,561		20,080		481		2		$	8.89		$	7.47		$	1.42		19
Latin America and Canada		4,524		4,210		314		7		$	6.24		$	5.77		$	0.47		8
Middle East and Africa		9,912		9,921		(9 )		—		$	7.80		$	7.51		$	0.29		4
International		52,006		50,253		1,753		3		$	8.05		$	7.25		$	0.80		11
United States		34,801		36,897		(2,096 )		(6 )		$	4.46		$	4.30		$	0.16		4
Travel Commerce Platform		86,807		87,150		(343 )		—		$	6.61		$	6.00		$	0.61		10

International

Our International Travel Commerce Platform revenue increased $55 million, or 15%, due to an 11% increase in RevPas and a 3% increase in Reported Segments. The increase in RevPas was a result of growth in our Air and Beyond Air offerings. The increase in Air was mainly due to improved pricing, mix and merchandising, and the increase in Beyond Air was primarily driven by growth in payment solutions and expansion into mobile commerce. Our International Travel Commerce Platform revenue as a percentage of Travel Commerce Platform revenue was 73% for the three months ended June 30, 2016 compared to 70% for the three months ended June 30, 2015.

Asia Pacific

Revenue in Asia Pacific increased $15 million, or 13%, due to a 7% increase in RevPas and a 6% increase in Reported Segments. RevPas increased due to growth in Air revenue and Beyond Air revenue, including payment solutions and expansion into mobile commerce. Reported Segments increased due to strong growth in India, South Korea and Australia.

Europe

Revenue in Europe increased $33 million, or 22%, primarily due to a 19% increase in RevPas and a 2% increase in Reported Segments. RevPas increased due to revenue growth in Air and payment solutions and mobile commerce in Beyond Air.

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Latin America and Canada

Revenue in Latin America and Canada increased $4 million, or 16%, due to an 8% increase in RevPas and a 7% increase in Reported Segments. The increase in RevPas was due to revenue growth in Air and mobile commerce in Beyond Air. Reported Segments growth was due to strong growth in Argentina and Colombia.

Middle East and Africa

Revenue in Middle East and Africa increased $3 million, or 4%, due to a 4% increase in RevPas, while Reported Segments remained stable. The increase in RevPas was primarily due to revenue growth in Air.

United States

Revenue in the United States decreased $3 million, or 2%, primarily due to a 6% decrease in Reported Segments, offset by a 4% increase in RevPas. The decrease in Reported Segments was primarily driven by the impact of the renegotiated contract with Orbitz Worldwide in 2014. The increase in RevPas was primarily due to Beyond Air revenue.

Technology Services

Technology Services revenue remained stable at $32 million.

Cost of Revenue

Cost of revenue is comprised of:

	Three Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Commissions		$	292,714		$	258,830		$	33,884		13
Technology costs			83,891			76,220			7,671		10
Cost of revenue		$	376,605		$	335,050		$	41,555		12

Cost of revenue increased by $42 million, or 12%, as a result of a $34 million, or 13%, increase in commission costs and $8 million, or 10%, increase in technology costs. Commissions increased due to a 9% increase in travel distribution costs per segment, primarily driven by mix and an $11 million allowance for prepaid incentive related to a long-term contract with a travel agent, and incremental commission costs from our payment processing business. Commissions included amortization of customer loyalty payments of $18 million for each of the three months ended June 30, 2016 and 2015. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services increased due to continued expansion of our operations through acquisitions and further investments in technology.

Selling, General and Administrative (SG&A)

SG&A is comprised of:

	Three Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Workforce		$	88,536		$	71,655		$	16,881		24
Non-workforce			19,438			28,449			(9,011 )		(32 )
Sub-total			107,974			100,104			7,870		8
Non-core corporate costs			31,320			(1,945 )			33,265		*
SG&A		$	139,294		$	98,159		$	41,135		42

Percentage calculated not meaningful

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SG&A expenses increased by $41 million, or 42%, during the three months ended June 30, 2016 compared to June 30, 2015. SG&A expenses include $31 million and $(2) million of charges (credits) for the three months ended June 30, 2016 and 2015, respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 increased by $8 million, or 8%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel, increased by $17 million, or 24%, primarily as a result of increased wages and benefits due to headcount increases related to the expansion of our Travel Commerce Platform through acquisitions and go-to-market capabilities, pension costs and merit increases. Non-workforce expenses, which include costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, decreased $9 million, or 32%, primarily due to lower realized foreign exchange losses.

Non-core corporate costs (credits) of $31 million and $(2) million for the three months ended June 30, 2016 and 2015, respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, certain legal and related costs and unrealized foreign currency gains and losses related to derivatives. The increase of $33 million is primarily due to a $30 million fluctuation in unrealized foreign exchange gains and losses on foreign currency derivative contracts and a $4 million of impairment on property and equipment.

Depreciation and Amortization

Depreciation and amortization is comprised of:

	Three Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Depreciation on property and equipment		$	38,530		$	38,705		$	(175 )		—
Amortization of acquired intangible assets			13,716			19,142			(5,426 )		(28 )
Total depreciation and amortization		$	52,246		$	57,847		$	(5,601 )		(10 )

Total depreciation and amortization decreased by $6 million, or 10%, primarily due to a decrease in the amortization of acquired intangible assets as the useful lives expired on a portion of the assets acquired on the sale of Travelport to Blackstone in 2006 and the acquisition of Worldspan in 2007.

Interest Expense, Net

Interest expense, net, increased by $6 million, or 16%, due to the adverse impact of fair value changes of our interest rate swaps.

Loss on Early Extinguishment of Debt

In June 2016, we amended our senior secured credit agreement under which we reduced the interest rates on our term loans by 75 basis points. In connection with this amendment, certain lenders under the credit agreement were repaid partially or in full, resulting in a $3 million loss on early extinguishment of debt.

Provision for Income Taxes

Our tax provision for the three months ended June 30, 2016 differs significantly from the U.S. Federal statutory rate primarily as a result of a number of offsetting items such as (i) being subject to income tax in numerous non-U.S. jurisdictions with varying income tax rates, (ii) a valuation allowance continued to be maintained in various jurisdictions including the U.S. due to the historical losses in those jurisdictions and (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions.

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Six Months Ended June 30, 2016 compared to Six Months Ended June 30, 2015

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Net revenue		$	1,215,168		$	1,126,330		$	88,838		8
Costs and expenses
Cost of revenue			739,282			684,281			55,001		8
Selling, general and administrative			253,771			226,279			27,492		12
Depreciation and amortization			104,487			118,875			(14,388 )		(12 )
Total costs and expenses			1,097,540			1,029,435			68,105		7
Operating income			117,628			96,895			20,733		21
Interest expense, net			(100,008 )			(78,140 )			(21,868 )		(28 )
Loss on early extinguishment of debt			(2,671 )			—			(2,671 )		*
Gain on sale of shares of Orbitz Worldwide			—			6,271			(6,271 )		(100 )
Income before income taxes and share of losses in equity method investment			14,949			25,026			(10,077 )		(40 )
Provision for income taxes			(12,197 )			(15,550 )			3,353		22
Share of losses in equity method investment			—			(175 )			175		100
Net income		$	2,752		$	9,301		$	(6,549 )		(70 )

Percentage calculated not meaningful

Net Revenue

Net revenue is comprised of:

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Air		$	869,745		$	832,495		$	37,250		4
Beyond Air			283,199			231,820			51,379		22
Travel Commerce Platform			1,152,944			1,064,315			88,629		8
Technology Services			62,224			62,015			209		—
Net revenue		$	1,215,168		$	1,126,330		$	88,838		8

During the six months ended June 30, 2016, Net revenue increased by $89 million, or 8%, compared to the six months ended June 30, 2015 which was primarily driven by an increase in Travel Commerce Platform revenue.

Travel Commerce Platform

The table below sets forth Travel Commerce Platform RevPas and Reported Segments:

	Six Months Ended June 30,						Change
	2016			2015			$			%
Travel Commerce Platform RevPas (in $)		$	6.52		$	5.86		$	0.66		11
Reported Segments (in thousands)			176,780			181,670			(4,890 )		(3 )

The increase in Travel Commerce Platform revenue of $89 million, or 8%, was due to a $37 million, or 4%, increase in Air revenue and a $51 million, or 22%, increase in Beyond Air revenue. Overall, there was an 11% increase in Travel Commerce Platform RevPas, partially offset by a 3% decrease in Reported Segments.

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Our Travel Commerce Platform continues to benefit from growth in Air revenue and Beyond Air revenue. The value of transactions processed on the Travel Commerce Platform decreased to $40.9 billion for the six months ended June 30, 2016 from $43.5 billion for the six months ended June 30, 2015 as a result of a decrease in segments in the U.S. and a reduction in ticket prices in line with global trends. Our percentage of Air segment revenue from away bookings increased to 67% from 65%. We increased our hospitality segments per 100 airline tickets issued to 46 from 45, our car rental days sold to 46 million from 45 million, and our hotel room nights sold remained stable at 33 million.

The table below sets forth Travel Commerce Platform revenue by region:

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Asia Pacific		$	259,021		$	233,170		$	25,851		11
Europe			377,557			315,640			61,917		20
Latin America and Canada			56,281			48,060			8,221		17
Middle East and Africa			150,796			147,948			2,848		2
International			843,655			744,818			98,837		13
United States			309,289			319,497			(10,208 )		(3 )
Travel Commerce Platform		$	1,152,944		$	1,064,315		$	88,629		8

The table below sets forth Reported Segments and RevPas by region:

	Segments (in thousands)								RevPas (in $)
	Six Months Ended June 30,				Change				Six Months Ended June 30,						Change
	2016		2015				%		2016			2015			$			%
Asia Pacific		33,998		32,761		1,237		4		$	7.62		$	7.12		$	0.50		7
Europe		43,694		43,069		625		1		$	8.64		$	7.33		$	1.31		18
Latin America and Canada		9,074		8,481		593		7		$	6.20		$	5.67		$	0.53		9
Middle East and Africa		19,633		19,850		(217 )		(1 )		$	7.68		$	7.45		$	0.23		3
International		106,399		104,161		2,238		2		$	7.93		$	7.15		$	0.78		11
United States		70,381		77,509		(7,128 )		(9 )		$	4.39		$	4.12		$	0.27		7
Travel Commerce Platform		176,780		181,670		(4,890 )		(3 )		$	6.52		$	5.86		$	0.66		11

International

Our International Travel Commerce Platform revenue increased $99 million, or 13%, due to an 11% increase in RevPas and a 2% increase in Reported Segments. The increase in RevPas was a result of growth in our Air and Beyond Air offerings. The increase in Air was mainly due to improved pricing, mix and merchandising, and the increase in Beyond Air was primarily driven by growth in payment solutions and expansion into mobile commerce. Our International Travel Commerce Platform revenue as a percentage of Travel Commerce Platform revenue was 73% for the six months ended June 30, 2016 compared to 70% for the six months ended June 30, 2015.

Asia Pacific

Revenue in Asia Pacific increased $26 million, or 11%, due to a 7% increase in RevPas and a 4% increase in Reported Segments. RevPas increased due to growth in Air revenue and Beyond Air revenue, including payment solutions and expansion into mobile commerce. Reported Segments increased due to strong growth in India, South Korea and Hong Kong.

Europe

Revenue in Europe increased $62 million, or 20%, primarily due to an 18% increase in RevPas and a 1% increase in Reported Segments. RevPas increased due to revenue growth in Air and payment solutions and mobile commerce in Beyond Air.

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Latin America and Canada

Revenue in Latin America and Canada increased $8 million, or 17%, due to a 9% increase in RevPas and a 7% increase in Reported Segments. The increase in RevPas was mainly due to revenue growth in Beyond Air powered by expansion into mobile commerce. Reported Segments experienced strong growth in Argentina and Colombia.

Middle East and Africa

Revenue in Middle East and Africa increased $3 million, or 2%, due to a 3% increase in RevPas offset by a 1% decrease in Reported Segments. The increase in RevPas was driven by revenue growth in both Air and Beyond Air.

United States

Revenue in the United States decreased $10 million, or 3%, primarily due to a 9% decrease in Reported Segments, partially offset by a 7% increase in RevPas. The decrease in Reported Segments was primarily driven by the impact of the renegotiated contract with Orbitz Worldwide in 2014, partially offset by growth in other parts of our platform. The increase in RevPas was primarily due to Beyond Air revenue.

Technology Services

Technology Services revenue remained stable at $62 million.

Cost of Revenue

Cost of revenue is comprised of:

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Commissions		$	574,756		$	528,899		$	45,857		9
Technology costs			164,526			155,382			9,144		6
Cost of revenue		$	739,282		$	684,281		$	55,001		8

Cost of revenue increased by $55 million, or 8%, primarily as a result of a $46 million, or 9%, increase in commission costs. Commissions increased due to a 7% increase in travel distribution costs per segment, primarily driven by mix and an $11 million allowance for prepaid incentive allowance related to a long-term contract with a travel agent, and incremental commission costs from our payment processing business, partially offset by a 3% reduction in Reported Segments. Commissions included amortization of customer loyalty payments of $34 million and $36 million for the six months ended June 30, 2016 and 2015, respectively. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services increased by $9 million, or 6%, due to continued expansion of our operations through acquisitions and further investments in technology.

Selling, General and Administrative (SG&A)

SG&A is comprised of:

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Workforce		$	173,095		$	151,894		$	21,201		14
Non-workforce			43,899			51,978			(8,079 )		(16 )
Sub-total			216,994			203,872			13,122		6
Non-core corporate costs			36,777			22,407			14,370		64
SG&A		$	253,771		$	226,279		$	27,492		12

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SG&A expenses increased by $27 million, or 12%, during the six months ended June 30, 2016 compared to June 30, 2015. SG&A expenses include $37 million and $22 million of charges for the six months ended June 30, 2016 and 2015, respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 increased by $13 million, or 6%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel, increased by $21 million, or 14%, primarily as a result of increased wages and benefits on account of headcount increases related to the expansion of the Travel Commerce Platform through acquisitions and go-to-market capabilities, pension costs and merit increases. Non-workforce expenses, which include costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, decreased $8 million, or 16%, primarily due to lower realized foreign exchange losses.

Non-core corporate costs of $37 million and $22 million for the six months ended June 30, 2016 and 2015, respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, certain legal and related costs and unrealized foreign currency gains and losses related to derivatives. The increase of $14 million is primarily due to a $9 million fluctuation in unrealized foreign exchange gains and losses on foreign currency derivative contracts and a $4 million of impairment on property and equipment.

Depreciation and Amortization

Depreciation and amortization is comprised of:

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$			%
Depreciation on property and equipment		$	79,632		$	81,110		$	(1,478 )		(2 )
Amortization of acquired intangible assets			24,855			37,765			(12,910 )		(34 )
Total depreciation and amortization		$	104,487		$	118,875		$	(14,388 )		(12 )

Total depreciation and amortization decreased by $14 million, or 12%, primarily due to a decrease in the amortization of acquired intangible assets as the useful lives expired on a portion of the assets acquired on the sale of Travelport to Blackstone in 2006 and the acquisition of Worldspan in 2007.

Interest Expense, Net

Interest expense, net, increased by $22 million, or 28%, due to the adverse impact of fair value changes of our interest rate swaps.

Loss on Early Extinguishment of Debt

Gain on Sale of Shares in Orbitz Worldwide

In February 2015, we sold all of our remaining shares of common stock of Orbitz Worldwide, which were classified as available-for-sale securities, and realized a gain of $6 million for 2015.

Provision for Income Taxes

Our tax provision for the six months ended June 30, 2016 differs significantly from the U.S. Federal statutory rate primarily as a result of a number of offsetting items such as (i) being subject to income tax in numerous non-U.S. jurisdictions with varying income tax rates, (ii) a valuation allowance continued to be maintained in various jurisdictions including the U.S. due to the historical losses in those jurisdictions and (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions.

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Liquidity and Capital Resources

Our principal sources of liquidity are (i) cash and cash equivalents, (ii) cash flows generated from operations and (iii) borrowings under our revolving credit facility. As of June 30, 2016, our cash and cash equivalents and revolving credit facility availability were as follows:

(in $ thousands)	June 30, 2016
Cash and cash equivalents		$	126,937
Revolving credit facility availability			101,194

With the cash and cash equivalents on our consolidated condensed balance sheet, our ability to generate cash from operations and 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 12 months.

Working Capital

Our cash flows from operations are significantly impacted by revenue derived from, and commissions paid to, travel providers and travel agencies and consist of accounts receivables and deferred revenue from travel providers and travel agencies, current prepaid travel agency incentive payments and accrued liabilities for commissions. The movement within these account balances are included within working capital.

The table below sets out our working capital as of June 30, 2016 and December 31, 2015, as monitored by management, which is then reconciled to our working capital as presented in our consolidated condensed balance sheets:

	Asset (Liability)
(in $ thousands )	June 30, 2016			December 31, 2015			Change
Accounts Receivable, net		$	241,526		$	205,686		$	35,840
Accrued commissions and incentives			(273,927 )			(241,358 )			(32,569 )
Deferred revenue and prepaid incentives, net			(20,480 )			(9,340 )			(11,140 )
Cash and cash equivalents			126,937			154,841			(27,904 )
Accounts payable and employee related			(131,833 )			(153,349 )			21,516
Accrued interest			(2,997 )			(18,800 )			15,803
Current portion of long-term debt			(64,086 )			(74,163 )			10,077
Taxes			19,613			16,850			2,763
Other assets (liabilities), net			12,320			5,684			6,636
Working Capital		$	(92,927 )		$	(113,949 )		$	21,022
Consolidated Condensed Balance Sheets:
Total current assets		$	490,474		$	465,141		$	25,333
Total current liabilities			(583,401 )			(579,090 )			(4,311 )
Working Capital		$	(92,927 )		$	(113,949 )		$	21,022

As of June 30, 2016, we had a working capital net liability of $93 million, compared to $114 million as of December 31, 2015, an improvement of $21 million, which is primarily due to a $22 million decrease in accounts payable and employee related, a $10 million decrease in current portion of long term debt and a $16 million decrease in accrued interest, offset by a $28 million decrease in cash and cash equivalents as discussed in “—Cash Flows” below.

As our business grows and our revenue and corresponding commissions and incentive expenses increase, our receivables and accruals increase.

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The table below sets out information on our accounts receivable:

	June 30, 2016			December 31, 2015			Change
Accounts receivable, net (in $ thousands)		$	241,526		$	205,686		$	35,840
Accounts receivable, net – Days Sales Outstanding (“DSO”)			36			38			(2 )

Substantially all of our Air revenue within our Travel Commerce Platform is collected through the Airline Clearing House (“ACH”) and other similar clearing houses. ACH requires participants to deposit certain balances into its demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For the six months ended June 30, 2016, Air revenue accounted for approximately 72% of our revenue; however, only 49% of our outstanding receivables related to customers using ACH as of June 30, 2016. The ACH receivables are collected on average in 31 days. Beyond Air revenue is generally not collected through the ACH process and takes longer to collect. As of June 30, 2016, our average net collection period was 36 DSO for total accounts receivable, as compared to 38 DSO as of December 31, 2015. Growth in Air revenue in the month of June 2016 compared to December 2015, contributed to the increase in our accounts receivable, net, balance.

Our revenue can experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. Our accounts receivable balance increased by $36 million from December 31, 2015 to June 30, 2016, and our accrued commissions and incentives increased by $33 million from December 31, 2015 to June 30, 2016, reflecting the seasonality in our business. Seasonality trends generally cause our revenue to be higher in the first and second quarters as compared to the third and fourth quarters of the calendar year. Revenue and related cost of revenue typically peaks during the first half of the year as travelers plan and book their upcoming spring and summer travel.

Cash Flows

The following table summarizes the changes to our cash flows provided by (used in) operating, investing and financing activities for the six months ended June 30, 2016 and 2015:

	Six Months Ended June 30,						Change
(in $ thousands)	2016			2015			$
Cash provided by (used in):
Operating activities		$	102,932		$	92,166		$	10,766
Investing activities			(59,994 )			(46,223 )			(13,771 )
Financing activities			(70,597 )			(56,641 )			(13,956 )
Effect of exchange rate changes			(245 )			(1,252 )			1,007
Net decrease in cash and cash equivalents		$	(27,904 )		$	(11,950 )		$	(15,954 )

We believe our important measure of liquidity is Adjusted Free Cash Flow. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We believe this measure provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash. We believe this measure gives management and investors a better understanding of the cash flows generated by our underlying business, as cash paid for other adjusting items are unrelated to the underlying business and our Capital Expenditures are primarily related to the development of our operating platforms.

Adjusted Free Cash Flow is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. Adjusted Free Cash Flow has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent residual cash flow for discretionary expenditures. This measure should not be considered as measure of liquidity or cash flows from operations as determined under U.S. GAAP. This measure is not a measurement of our financial performance under U.S. GAAP and should not be considered in isolation or as an alternative to net income (loss) or any other performance measures derived in accordance with U.S. GAAP or as alternative to cash flows from operating activities as a measure of liquidity.

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The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow. We have also supplementally provided as part of this reconciliation, a reconciliation of Adjusted EBITDA, our primary key performance measure, to net cash provided by operating activities:

	Six Months Ended, June 30,
(in $ thousands )	2016			2015
Adjusted EBITDA		$	293,153		$	274,444
Interest payments			(86,854 )			(72,732 )
Tax payments			(8,573 )			(13,272 )
Customer loyalty payments			(43,922 )			(42,211 )
Changes in working capital			(30,525 )			(53,392 )
Pensions liability contribution			(1,837 )			(1,550 )
Changes in other assets and liabilities			(5,642 )			9,957
Other adjusting items (1)			(12,868 )			(9,078 )
Net cash provided by operating activities			102,932			92,166
Add: other adjusting items (1)			12,868			9,078
Less: capital expenditures on property and equipment additions			(44,985 )			(52,494 )
Less: repayment of capital lease obligations and other indebtedness			(23,542 )			(16,067 )
Adjusted Free Cash Flow		$	47,273		$	32,683

(1)

Other adjusting items relate to payments for costs included within operating income but excluded from Adjusted EBITDA, and during the six months ended June 30, 2016 and 2015, relate to payments for (i) corporate and restructuring costs and (ii) litigation and related costs accrued in 2012.

As of June 30, 2016, we had $127 million of cash and cash equivalents, a decrease of $28 million compared to December 31, 2015. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the six months ended June 30, 2016 compared to the six months ended June 30, 2015.

Operating activities: For the six months ended June 30, 2016, cash provided by operating activities was $103 million compared to cash provided by operating activities of $92 million for the six months ended June 30, 2015. The increase of $11 million is primarily a result of the increase in operating income, positive impact from fluctuations in working capital, partially offset by higher interest payments due to a change in the timing of payments in conjunction with our debt repricing in June 2016.

Investing activities: During the six months ended June 30, 2016, cash used in investing activities of $60 million was primarily due to $45 million cash used in the purchase of property and equipment and $15 million net cash consideration paid for a business acquisition. During the six months ended June 30, 2015, cash used in investing activities of $46 million was primarily due to $52 million cash used in the purchase of property and equipment, offset by $6 million of cash received on the sale of available-for-sale- securities.

Our investing activities for the six months ended June 30, 2016 and 2015 include:

	Six Months Ended June 30,
(in $ thousands)	2016			2015
Cash additions to software developed for internal use		$	36,452		$	37,452
Cash additions to computer equipment			8,533			15,042
Total		$	44,985		$	52,494

Cash additions to software developed for internal use represent the continuing development of our systems to enhance our Travel Commerce Platform. Our expenditures have been focused on key areas, including investing in our data center by implementing zTPF software on our mainframes, the development

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of our Travelport Universal API that underpins our new and existing applications, the development of Smartpoint, our innovative booking solution delivering multisource content and pricing, and the development of our Travelport Merchandising Suite to allow airlines to showcase their content in travel agency workflows.

Cash additions to computer equipment are primarily for our continuing investment in our data center.

We view our Capital Expenditure for the period to include cash additions to our property and equipment and repayment of capital lease and other indebtedness, and was $69 million and $68 million for the six months ended June 30, 2016 and 2015, respectively.

Financing activities: Cash used in financing activities for the six months ended June 30, 2016 was $71 million. This was primarily comprised of (i) $12 million of term loans net repayment, (ii) $24 million of capital lease and other indebtedness repayments, (iii) $19 million in dividend payments, (iv) an $8 million purchase of non-controlling interest in Locomote and, (v) an $8 million payment to lenders on repricing and debt finance costs. The cash used in financing activities for the six months ended June 30, 2015 was $57 million. This was primarily comprised of (i) $12 million of term loans repayment, (ii) $16 million of capital lease repayments, (iii) $19 million in dividend payments and (iv) $14 million of payment for the purchase of treasury shares on vesting of equity awards.

Financing Arrangements

As of June 30, 2016, our financing arrangements include our senior secured credit facilities, obligations under our capital leases and other indebtedness. The following table summarizes our Net Debt position as of June 30, 2016 and December 31, 2015:

(in $ thousands)	Interest rate	Maturity	June 30, 2016			December 31, 2015
Senior Secured Credit Agreement
Term loans
Dollar denominated (1)(2) (3)	L+4.00%	September 2021		$	2,292,472		$	2,303,315
Revolver borrowings
Dollar denominated	L+5.00%	September 2019			—			—
Capital leases and other indebtedness					118,310			133,883
Total debt					2,410,782			2,437,198
Less: cash and cash equivalents					(126,937 )			(154,841 )
Net Debt (3)				$	2,283,845		$	2,282,357

(1)

Minimum LIBOR floor of 1.00%

(2)

Upon the adoption of the U.S. GAAP guidance, effective January 1, 2016, unamortized debt finance costs of $24 million have been reclassified and deducted from the term loans balance as of December 31, 2015.

(3)

Interest rate on term loans as of December 31, 2015, was L+4.75%.

(4)

Net Debt is defined as total debt comprised of current and non-current portion of long-term debt minus cash and cash equivalents. Net Debt is not a measurement of our indebtedness under U.S. GAAP and should not be considered in isolation or as an alternative to assess our total debt or any other measures derived in accordance with U.S. GAAP. Management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we believe certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

On June 23, 2016, we entered into an amendment to our senior secured credit agreement which, (i) amended the applicable rates to 3.00% per annum, in the case of base rate loans, and 4.00% per annum, in the case of LIBOR loans and (ii) reset the 1% premium on the repricing of the term loans under the

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credit agreement for a period of six months. The interest rate per annum applicable to the term loans is based on, at our election, (i) LIBOR plus 4.00% or base rate (as defined in the senior secured credit agreement) plus 3.00%. The term loans are subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. We expect to pay interest based on LIBOR plus 4.00% for the term loans. We provided a 0.25% discount of $6 million to all the lenders participating in this repricing, which was capitalized.

Certain lenders contributed $143 million towards the term loans, an amount equal to that was paid to the lenders who opted to leave or reduce their participation. On repricing, we recorded a loss on early extinguishment of debt of $3 million.

During the six months ended June 30, 2016, we (i) repaid $12 million of our quarterly installments of term loans as required under the senior secured credit agreement, (ii) amortized $3 million of debt finance costs and $2 million of debt discount, and (iii) repaid $24 million under our capital lease obligations and other indebtedness and entered into $8 million of new capital leases for information technology assets.

Under the senior secured credit agreement, we have a $125 million revolving credit facility with a consortium of banks, which contains a letter of credit sub-limit up to a maximum of $50 million. During the six months ended June 30, 2016, we borrowed and repaid $10 million under this facility. As of June 30, 2016, we had no outstanding borrowings under our revolving credit facility and had utilized $24 million for the issuance of letters of credit, with a balance of $101 million remaining.

The senior secured credit agreement also permits the issuance of certain cash collateralized letters of credit in addition to those that can be issued under the revolving credit facility, whereby 103% of cash collateral has to be maintained for outstanding letters of credit. As of June 30, 2016, there were no outstanding cash collateralized letters of credit.

Substantially all of our debt is scheduled for repayment in September 2021.

Travelport Finance (Luxembourg) S.a.r.l., our indirect 100% owned subsidiary, is the obligor (the “Obligor”) under our senior secured credit agreement. All obligations under our senior secured credit agreement are unconditionally guaranteed by certain of our wholly owned foreign subsidiaries, and, subject to certain exceptions, each of our existing and future domestic wholly owned subsidiaries. All obligations under our secured debt, and the guarantees of those obligations, are secured by substantially all the following assets of the Obligor and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock and intercompany indebtedness of the Obligor and each guarantor; (ii) a pledge of 100% of the capital stock and intercompany indebtedness of certain other subsidiaries directly owned by the Obligor or any other guarantor subject to certain exceptions and limitations; and (iii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Obligor and each U.S. guarantor subject to additional collateral and guarantee obligations.

Borrowings under our senior secured credit agreement are subject to amortization and prepayment requirements, and our senior secured credit agreement contains various covenants, including leverage ratio, events of default and other provisions.

Our senior secured credit agreement limits certain of our subsidiaries’ ability to:

•

incur additional indebtedness;

•

pay dividends on, repurchase or make distributions in respect of equity interests 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.

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As of June 30, 2016, our consolidated first lien net leverage ratio, as determined under our senior secured credit agreement, was 4.27 compared to the maximum allowable of 6.00, and we were in compliance with such other covenants under our senior secured credit agreement.

We re-evaluate our capital structure from time to time, including, but not limited to, refinancing our current indebtedness with other indebtedness which may have different interest rates, maturities and covenants.

Interest Rate Risk

We are exposed to interest rate risk relating to our floating rate debt. We use derivative financial instruments as part of our overall strategy to manage our exposure to interest rate risk. We do not use derivatives for trading or speculative purposes.

The primary interest rate exposure as of June 30, 2016 was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on dollar denominated floating rate debt. Interest on our $2,292 million term loan is currently charged at LIBOR plus 4.00%, subject to a LIBOR floor of 1.00%. During the six months ended June 30, 2016, LIBOR rates were below 1.00%. In order to protect against potential higher interest costs resulting from increases in LIBOR, in 2015, we transacted $1,400 million notional amount of interest rate swap contracts commencing February 2017 until February 2019. These swaps fix the LIBOR rate payable on approximately 60% of our floating rate debt during the future period at 1.4010%.

During the six months ended June 30, 2016, none of the derivative financial instruments used to manage our interest rate exposure were designated as accounting hedges. The fluctuations in the fair value of interest rate derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of interest expense, net, in our consolidated condensed statements of operations. Losses on these interest rate derivative financial instruments amounted to $22 million for the six months ended June 30, 2016.

Foreign Currency Risk

We are exposed to foreign currency exchange rate risk that arises from certain intercompany transactions and from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies.

We use derivative financial instruments as part of our overall strategy to manage our exposure to foreign currency exchange rate risk. We do not use derivatives for trading or speculative purposes.

During 2016, we used foreign currency derivative contracts (i.e. forward contracts) to manage our exposure to foreign currency exchange rate risk. As of June 30, 2016, we had $331 million notional amount of foreign currency forward contracts.

During the six months ended June 30, 2016 and 2015, none of the derivative financial instruments used to manage our foreign currency exposures were designated as accounting hedges. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of selling, general and administrative expenses in our consolidated condensed statements of operations. Losses on these foreign currency derivative financial instruments amounted to $13 million and $5 million for the six months ended June 30, 2016 and 2015, respectively. The fluctuations in the fair values of our derivative financial instruments partially offset the impact of the changes in the value of the underlying risks they are intended to economically hedge.

As of June 30, 2016, our derivative contracts which hedge our interest rate and foreign currency exposure had a net liability position of $26 million and cover transactions for periods that do not exceed three years.

Contractual Obligations

In June 2016, we amended our senior secured credit agreement under which we reduced the interest rates on our term loans by 75 basis points. This repricing is expected to lower our annualized interest expense by approximately $18 million based on the principal balance outstanding as of June 30, 2016.

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Other than as set forth above, as of June 30, 2016, our future contractual obligations have not changed significantly from the amounts included within our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 18, 2016.

Other Off-Balance Sheet Arrangements

We had no other off-balance sheet arrangements during the six months ended June 30, 2016.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 based on a hypothetical 100 basis point change (increase and decrease) in interest rates and a 10% change (increase and decrease) in the exchange rates against the U.S. dollar as of June 30, 2016. There are certain limitations inherent in these 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

We assess our interest rate market risk utilizing a sensitivity analysis based on a hypothetical 100 basis point change (increase or decrease) in interest rates. We have determined, through such analysis, that a 100 basis point increase in interest rates as of June 30, 2016, based on the outstanding debt balance would increase our annualized interest charge by $15 million, excluding the effect of fair value changes on our interest rate swaps. Due to the 1.00% LIBOR floor on our term loans, a 100 basis point decrease in interest rates as of June 30, 2016 would not change our annualized interest charge.

In 2015, in order to protect against potential higher interest costs resulting from increases in LIBOR interest rates, we transacted $1,400 million notional amount of interest rate swap contracts commencing February 2017 until February 2019. These swaps fix the LIBOR rate payable on approximately 60% of our floating rate debt during this future period at 1.4010%. We have not hedge accounted for these swaps. Mark to market fair value changes on these swaps, which represent the net present value of future cash flows on the swaps, are accounted for within interest expense, net, in our consolidated condensed statement of operations. As of June 30, 2016, a 100 basis point increase/decrease in interest rates would result in a debit/(credit) to interest expense of $28 million, due to changes in the fair value of these swaps.

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 exchange rate risk will remain a market risk exposure for the foreseeable future. We assess our foreign currency market risk utilizing a sensitivity analysis based upon a hypothetical 10% change (increase or decrease) in exchange rate against the U.S. dollar on the value of our foreign currency derivative instruments as of June 30, 2016. We have determined, through the sensitivity analysis, the impact of a 10% strengthening in the U.S. dollar exchange rate with respect to the British pound, Euro and Australian dollar would result in a charge of approximately $31 million on our consolidated condensed statements of operations, while a 10% weakening in the U.S. dollar exchange rate with respect to the same currencies would result in a credit of $33 million on our consolidated condensed statements of operations.

There were no material changes to our market risks as previously disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risks” included within our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 18, 2016, except as discussed in Item 1A, “Risk Factors”.

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Item 4. 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, as amended (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) as of June 30, 2016. 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)

Changes in Internal Control Over Financial Reporting. There have not been any changes in our 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 quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c)

Limitations on Controls. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Consumer Antitrust Class Action

On July 14, 2015 and July 17, 2015, approximately 24 plaintiffs filed purported class action lawsuits against us, Amadeus, and Sabre in the United States District Court for the Southern District of New York (Gordon et al. and Kolman et al. v. Amadeus IT Group, S.A., Amadeus North America, Inc., Amadeus Americas, Inc., Sabre Corporation f/k/a Sabre Holdings Corporation, Sabre Holdings Corporation, Sabre GLBL Inc., Sabre Travel International Limited, Travelport Worldwide Limited, and Travelport LP d/b/a Travelport.) A consolidated, amended complaint was filed on October 2, 2015 (the “Amended Complaint”). The Amended Complaint alleges violations of the Sherman Act, state antitrust laws and state consumer protection laws by defendants beginning in 2006. In particular, the plaintiffs claim there was a conspiracy among us and the other defendants to maintain higher fees and restrict competition for airfare bookings that prevents airline discounting. On January 15, 2016, the defendants moved to dismiss the Amended Complaint. On July 6, 2016, the court granted in part and denied in part defendants’ motion thereby dismissing the plaintiffs’ state law claims for damages in full, but declined to dismiss plaintiffs’ Sherman Act claim, which seeks injunctive relief. At this time, the outcome of this lawsuit cannot be determined, but we believe the plaintiffs’ claims are without merit, and we will continue to defend the claims vigorously.

Other than as set forth above, there are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 18, 2016.

ITEM 1A. RISK FACTORS.

The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

In June 2016, a majority of voters in the U.K. elected to withdraw from the European Union (“E.U.”) in a national referendum. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the U.K. government formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainties and instability in financial and trade markets. As an E.U. member state, the U.K. and U.K.-based businesses have access to strong financial and trade relationships, including the E.U. Single Market. Given the lack of precedent, it is unclear how a potential withdrawal of the U.K. from the E.U. would affect the U.K.’s access to the E.U. Single Market and other important financial and trade relationships and how it would affect us. A withdrawal could, among other outcomes, disrupt the free movement of goods, services and people between the U.K. and the E.U., undermine bilateral cooperation in key policy areas and significantly disrupt trade between the U.K. and the E.U. Under current E.U. rules, following a withdrawal, the U.K. would not be able to negotiate bilateral trade agreements with member countries of the E.U. In addition, a withdrawal of the U.K. from the E.U. could significantly affect the fiscal, monetary and regulatory landscape, including with respect to data protection and privacy, within the U.K. and could have a material impact on its economy and the future growth of its various industries. Although it is not possible to predict fully the effects of a withdrawal of the U.K. from the E.U., if it were to occur it could have a material adverse effect on our business.

Other than as set forth above, there have been no material changes in the risks factors previously disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 18, 2016.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Trade 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 Travel Commerce Platform and Technology Services to Iran Air. We also provide certain Technology 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 the quarter ended June 30, 2016 were approximately $171,000 and $126,000, respectively.

ITEM 6. EXHIBITS.

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements 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 WORLDWIDE LIMITED
	Date: August 4, 2016			By: /s/ B ernard B ot Bernard Bot Executive Vice President and Chief Financial Officer
	Date: August 4, 2016			By: /s/ A ntonios B asoukeas Antonios Basoukeas Chief Accounting Officer

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EXHIBIT INDEX

	Exhibit No.			Description
	3.1			Amended and Restated Memorandum of Association of Travelport Worldwide Limited (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Travelport Worldwide Limited on September 30, 2014).
	3.2			Amended and Restated Bye-laws of Travelport Worldwide Limited (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Travelport Worldwide Limited on September 30, 2014).
	10.1			Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan.
	10.2			Amendment No. 2 to Credit Agreement, dated as of June 23, 2016, among Travelport Finance (Luxembourg) S.a.r.l., as borrower, Travelport Limited, the Term B Lenders and Deutsche Bank AG New York Branch (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Travelport Worldwide Limited filed on June 27, 2016 (dated June 23, 2016).
	10.3			Consulting Agreement between Travelport Worldwide Limited and Philip Emery, dated May 5, 2016.
	10.4			Form of Director Award Agreement.
	31.1			Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2			Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	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

Exhibit 10.1

TRAVELPORT WORLDWIDE LIMITED

AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN

Article I
PURPOSE

The purpose of this Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its shareholders by enabling the Company to offer Eligible Individuals cash and share-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s shareholders. The Plan is effective as of the date set forth in Article XV.

Article II
DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 “ Affiliate ” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.

2.2 “ Award ” means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant. For the avoidance of doubt, “Award” shall also include awards that were previously granted under the Travelport Worldwide Limited 2014 Omnibus Incentive Plan prior to the Effective Date of this Plan.

2.3 “ Award Agreement ” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

2.4 “ Board ” means the Board of Directors of the Company.

2.5 “ Cause ” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties or responsibilities for any reason other than illness or incapacity, repeated or material violation of any employment policy (including without limitation the Travelport Code of Business Conduct & Ethics and any supplements thereto), violation or breach of any confidentiality agreement, work product agreement or other agreement between the Participant and the Company, or materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee in its good faith discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Georgia law.

2.6 “ Change in Control ” has the meaning set forth in Section 11.2.

2.7 “ Change in Control Price ” has the meaning set forth in Section 11.1.

2.8 “ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated thereunder.

2.9 “ Committee ” means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

2.10 “ Common Stock ” means the common shares, US$0.0025 par value per share, of the Company.

2.11 “ Company ” means Travelport Worldwide Limited, a Bermuda exempted company, and its successors by operation of law.

2.12 “ Consultant ” means any natural person who is an advisor or consultant to the Company or its Affiliates.

2.13 “ Covered Employee ” means an employee as defined in Section 162(m) of the Code and the treasury regulations promulgated thereunder.

2.14 “ Disability ” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.15 “ Effective Date ” means the effective date of the Plan as defined in Article XV.

2.16 “ Eligible Employees ” means each employee of the Company or an Affiliate.

2.17 “ Eligible Individual ” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.18 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.19 “ Fair Market Value ” means, for purposes of the Plan, unless otherwise provided in an Award Agreement or required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the date on which the Award is granted or, if not a day on which the applicable market is open, the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open. Notwithstanding the forgoing, in the event of a simultaneous sale of shares upon an exercise – in, for example, a “same-day sale” or “sell to cover (taxes and, where applicable, exercise price)” transaction – the Fair Market Value will be deemed to be the market price obtained in the sale transaction.

2.20 “ Family Member ” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8.

2.21 “ Lead Underwriter ” has the meaning set forth in Section 14.20.

2.22 “ Lock-Up Period ” has the meaning set forth in Section 14.20.

2.23 “ Non-Employee Director ” means a director or a member of the Board of the Company or any Affiliate who is not an active employee of the Company or any Affiliate.

2.24 “ Non-Tandem Stock Appreciation Right ” shall mean the right to receive an amount in cash and/or shares equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

2.25 “ Other Cash-Based Award ” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.26 “ Other Stock-Based Award ” means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.

2.27 “ Parent ” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.28 “ Participant ” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.29 “ Performance Award ” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

2.30 “ Performance Goals ” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto.

2.31 “ Performance Period ” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.32 “ Plan ” means this Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan, as amended from time to time.

2.33 “ Proceeding ” has the meaning set forth in Section 14.9.

2.34 “ Reference Stock Option ” has the meaning set forth in Section 7.1.

2.35 “ Registration Date ” means September 25, 2014, the date on which the Company first sold its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

2.36 “ Reorganization ” has the meaning set forth in Section 4.2(b)(ii).

2.37 “ Restricted Stock ” means an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VIII.

2.38 “ Restriction Period ” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.

2.39 “ Rule 16b-3 ” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.40 “ Section 162(m) of the Code ” means the exception for performance-based compensation under 162(m) of the Code and any applicable treasury regulations thereunder.

2.41 “ Section 409A of the Code ” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.42 “ Securities Act ” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.43 “ Stock Appreciation Right ” shall mean the right pursuant to an Award granted under Article VII.

2.44 “ Stock Option ” or “ Option ” means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.

2.45 “ Subsidiary ” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.46 “ Tandem Stock Appreciation Right ” shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or shares equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

2.47 “ Termination ” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.48 “ Termination of Consultancy ” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Award to Section 409A of the Code.

2.49 “ Termination of Directorship ” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director’s directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.50 “ Termination of Employment ” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment” does not subject the applicable Award to Section 409A of the Code.

2.51 “ Transfer ” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

2.52 “ Transition Period ” means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual general meeting of shareholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

Article III
ADMINISTRATION

3.1 The Committee . The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, it is intended that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, (b) an “outside director” under Section 162(m) of the Code and (c) an “independent director” under the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.

3.2 Grants of Awards . The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(e) to determine the amount of cash to be covered by each Award granted hereunder;

(f) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;

(g) to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d);

(h) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(i) to modify, extend or renew an Award, subject to Article XII and Section 6.3(k), provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant; and

(j) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan.

3.3 Guidelines . Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by

applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.

3.4 Minimum Vesting Period . Notwithstanding anything to the contrary in this Plan, Awards granted following the date hereof shall be subject to a minimum vesting period of at least one (1) year; provided that the foregoing shall not apply with respect to the Carveout Reserve. For purposes herein, the “ Carveout Reserve ” shall be equal to 5% of the Share Reserve, which amount may be drawn from the Original Share Reserve and/or the Additional Share Reserve, as the Committee determines in its discretion.

3.5 Decisions Final . Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.6 Procedures . If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the bye-laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the bye-laws of the Company, shall be fully effective as if it had been made by a vote at a quorate meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.7 Designation of Consultants/Liability .

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

3.8 Indemnification . To the maximum extent permitted by applicable law and the bye-laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or dishonesty. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation, memorandum of association, bye-laws or such similar constitutional documents of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the Plan.

Article IV
SHARE LIMITATION

4.1 Share Reserve .

(a) The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed the sum of (x) 6,000,000 shares minus the number of shares subject to Awards the Effective Date or that were previously subject to Awards, in each case, excluding any shares that were again made available under the Plan prior to the Effective Date of this Plan (the “ Original Share Reserve ”) plus (y) 8,900,000 shares (the “ Additional Share Reserve ,” and collectively with the Original Share Reserve, the “ Share Reserve ”). The Share Reserve shall be subject to any increase or decrease pursuant to Section 4.2 and may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. During the Transition Period, Awards granted to Covered Employees that are intended to be exempt from Section 162(m) of the Code shall be granted on the basis of the Original Share Reserve, until such Original Share Reserve is exhausted, and all other Awards shall be granted on the basis of the Additional Share Reserve. If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason

without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. For the avoidance of doubt, to the extent shares are again made available hereunder, such shares shall again be available with respect to the corresponding portion of the Share Reserve from which such shares were originally granted. Notwithstanding anything to the contrary contained herein, the following shares of Common Stock shall not be again available under the Share Reserve: (i) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, (ii) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligations with respect to any Awards, (iii) shares of Common Stock subject to a Stock Appreciation Right that are not issued in connection with its share settlement on exercise thereof, and (iv) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. The maximum grant date fair value of any Award granted to any Non-Employee Director during any calendar year shall not exceed US$500,000; provided , that the Committee shall have the authority to provide Awards to a non-employee director in excess of US$500,000 upon a finding that such non-employee director has or will provide extraordinary services in such fiscal year; provided , further , that such non-employee does not participate in such finding or otherwise in the issuance of such additional Award.

(b) Individual Participant Limitations. To the extent required by Section 162(m) of the Code for Awards under the Plan to qualify as “performance-based compensation,” the following individual Participant limitations shall only apply after the expiration of the Transition Period:

(i) The maximum number of shares of Common Stock subject to any Award of Stock Options, or Stock Appreciation Rights which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 2,500,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2). The maximum number of shares of Common Stock subject to any Award of shares of Restricted Stock, or Other Stock-Based Awards for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 8.3(a)(ii) which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 2,500,000 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2). If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Participant’s individual share limitations for both Stock Appreciation Rights and Stock Options.

(ii) There are no annual individual share limitations applicable to Participants on Restricted Stock or Other Stock-Based Awards for which the grant, vesting or payment (as applicable) of any such Award is not subject to the attainment of Performance Goals.

(iii) The maximum number of shares of Common Stock subject to any Performance Award which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 2,500,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company.

(iv) The maximum value of a cash payment made under a Performance Award which may be granted under the Plan with respect to any fiscal year of the Company to any Participant shall be $5,000,000.

(v) The individual Participant limitations set forth in this Section 4.1(b) (other than Section 4.1(b)(iii)) shall be cumulative; that is, to the extent that shares of Common Stock for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in a fiscal year, the number of shares of Common Stock available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used.

4.2 Changes .

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any amalgamation, merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference shares ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 11.1:

(i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number of shares of Common Stock, or combines (by reverse split, consolidation, combination or otherwise) its outstanding Common Stock into a lesser number of shares of Common Stock, then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise and the number of shares of Common Stock covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(ii) Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, amalgamation, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding shares of Common Stock are converted into the right to receive (or the holders of Common Stock are

entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity (each, a “ Reorganization ” ), then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee may adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iv) Any such adj ustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Ex cept as expressly provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.2.

(v) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

4.3 Minimum Purchase Price . Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law, and being a minimum of the par value of each share of Common Stock being issued.

Article V
ELIGIBILITY

5.1 General Eligibility . All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2 General Requirement . The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.

Article VI
STOCK OPTIONS

6.1 Options . Stock Options may be granted alone or in addition to other Awards granted under the Plan. For the avoidance of doubt, Stock Options granted hereunder are not intended to qualify as “incentive stock options,” as defined in Section 422 of the Code.

6.2 Grants . The Committee shall have the authority to grant to any Eligible Employee one or more Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Stock Options.

6.3 Terms of Options . Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price . The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Stock Option Term . The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted.

(c) Exercisability . Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.3, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise . Subject to whatever installment exercise and waiting period provisions apply under Section 6.3(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the

Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, with the consent of the Committee, having the Company withhold shares of Common Stock issuable upon exercise of the Stock Option, or by payment in full or in part in the form of Common Stock owned by the Participant, based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.

(e) Non-Transferability of Options . No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon the exercise of a Stock Option by a permissible transferee of a Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement.

(f) Termination by Death or Disability . Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without Cause . Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(h) Voluntary Resignation . Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.3(i)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the

time of the Participant’s Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Termination for Cause . Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.3(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

(j) Unvested Stock Options . Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(k) Form, Modification, Extension and Renewal of Stock Options . Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant’s consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof, a new Option may not, at a lower exercise price, be substituted for a surrendered Option and an outstanding Option for which the exercise price is higher than the Fair Market Value of such Award may not be cancelled for cash or another Award (in each case, other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the shareholders of the Company.

(l) Limits on Repricing . An outstanding Option may not be modified to reduce the exercise price thereof, nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2 or in connection with a Change in Control), nor may a new Option be substituted for cash or other Awards to which a Participant is otherwise entitled, nor may the Committee take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed unless such action is approved by the shareholders of the Company.

(m) Deferred Delivery of Common Stock . The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

(n) Early Exercise . The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

(o) Other Terms and Conditions . The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Stock Option as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Stock Option exceeds the exercise price of such Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such ot her provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

Article VII
STOCK APPRECIATION RIGHTS

7.1 Tandem Stock Appreciation Rights . Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a “ Reference Stock Option ”) granted under the Plan (“ Tandem Stock Appreciation Rights ”). Such rights may be granted either at or after the time of the grant of such Reference Stock Option.

7.2 Terms and Conditions of Tandem Stock Appreciation Rights . Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price . The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term . A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination of the Reference Stock Option causes, the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.

(c) Exercisability . Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate

shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.3(c).

(d) Method of Exercise . A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised.

(e) Payment . Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of shares of Common Stock in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(f) Deemed Exercise of Reference Stock Option . Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.

(g) Non-Transferability . Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.3(e) of the Plan.

(h) Limits on Repricing . No Tandem Stock Appreciation Right may be modified to reduce the exercise price thereof nor may a new Tandem Stock Appreciate Right at a lower price be substituted for a surrendered Non-Tandem Stock Appreciation Right (other than adjustments or substitutions in accordance with Section 4.2 or in connection with a Change in Control), nor may a new Tandem Stock Appreciation Right be substituted for cash or other Awards to which a Participant is otherwise entitled, nor may the Committee take any other action with respect to a Tandem Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed unless such action is approved by the shareholders of the Company.

7.3 Non-Tandem Stock Appreciation Rights . Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan.

7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights . Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price . The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant,

provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term . The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted.

(c) Exercisability . Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise . Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.

(e) Payment . Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date that the right was awarded to the Participant.

(f) Termination . Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.3(f) through 6.3(j).

(g) Non-Transferability . No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.

(h) Limits on Repricing. No Non-Tandem Stock Appreciation Right may be modified to reduce the exercise price thereof nor may a new Non-Tandem Stock Appreciation Right at a lower price be substituted for a surrendered Non-Tandem Stock Appreciation Right (other than adjustments or substitutions in accordance with Section 4.2 or in connection with a Change in Control), nor may a new Non-Tandem Stock Appreciation Right be substituted for cash or other Awards to which a Participant is otherwise entitled, nor may the Committee take

any other action with respect to a Non-Tandem Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the shares of Common Stock are listed unless such action is approved by the shareholders of the Company.

7.5 Limited Stock Appreciation Rights . The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights.

7.6 Other Terms and Conditions . The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Right s may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

Article VIII
RESTRICTED STOCK

8.1 Awards of Restricted Stock . Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals) or such other factors as the Committee may determine in its sole discretion, including to comply with the requirements of Section 162(m) of the Code.

8.2 Awards and Certificates . Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company, to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:

(a) Purchase Price . The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.

(b) Acceptance . Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.

(c) Legend . Each Participant receiving Restricted Stock shall be issued a share certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Travelport Worldwide Limited (the “Company”) Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company dated __________. Copies of such Plan and Agreement are on file at the principal office of the Company.”

(d) Custody . If share certificates are issued in respect of shares of Restricted Stock, the Committee may require that any share certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed share transfer form or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.

8.3 Restrictions and Conditions . The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period . (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the “ Restriction Period ”) commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part,

or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.

(ii) If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regards to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect.

(b) Rights as a Shareholder . Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company, including, without limitation, the right to receive dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) Termination . Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

(d) Lapse of Restrictions . If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.

Article IX
PERFORMANCE AWARDS

9.1 Performance Awards . The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. The Committee may grant Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the

Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 9.2(c).

9.2 Terms and Conditions . Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:

(a) Earning of Performance Award . At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals are achieved and the percentage of each Performance Award that has been earned.

(b) Non-Transferability . Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

(c) Objective Performance Goals, Formulae or Standards . With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(d) Dividends . Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant.

(e) Payment . Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Awards

and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems appropriate.

(f) Termination . Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.

(g) Accelerated Vesting . Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.

Article X
OTHER STOCK-BASED AND CASH-BASED AWARDS

10.1 Other Stock-Based Awards . The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus and not subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, share equivalent units, restricted share units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified Performance Period.

The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion.

The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the grant or vesting of such Other Stock-Based Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force

or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

10.2 Terms and Conditions . Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:

(a) Non-Transferability . Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b) Dividends . Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents in respect of the number of shares of Common Stock covered by the Award.

(c) Vesting . Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) Price . Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.

10.3 Other Cash-Based Awards . The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

Article XI
CHANGE IN CONTROL PROVISIONS

11.1 Benefits . In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Awards shall only vest automatically upon a termination without Cause or, if provided in the applicable Award Agreement, for Constructive Termination (as defined in the applicable Award Agreement), in each case, that occurs during the 24-month period following such Change in Control. A Participant’s Awards shall otherwise be treated in accordance with one or more of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or

any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution.

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes hereof, “ Change in Control Price ” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.

(c) The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

11.2 Change in Control . Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) Any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act or any successors thereto) becomes the “beneficial owner” (as that term is used in Section 13(d) of the Exchange Act or any successor thereto), directly or indirectly, of 50% or more of the Company’s share capital entitled to vote in the election of directors, excluding any “person” who becomes a “beneficial owner” in connection with a Business Combination (as defined in paragraph (c) below) which does not constitute a Change in Control under said paragraph (c);

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such

term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) consummation of a reorganization, amalgamation, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code .

11.3 Initial Public Offering not a Change in Control . Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control.

Article XII
TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to

such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, that without the approval of the holders of the Company’s Common Stock entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan (except by operation of Section 4.2); (ii) increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2); (iii) change the classification of individuals eligible to receive Awards under the Plan; (iv) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (v) extend the maximum option period under Section 6.3; (vi) alter the Performance Goals for Restricted Stock, Performance Awards or Other Stock-Based Awards as set forth in Exhibit A hereto; (vii) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement award; or (viii) require shareholder approval in order for the Plan to continue to comply with the applicable provisions of Section 162(m) of the Code. In no event may the Plan be amended without the approval of the shareholders of the Company in accordance with the applicable laws of the State of Georgia to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require shareholder approval under Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

Article XIII
UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

Article XIV
GENERAL PROVISIONS

14.1 Legend . The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system

upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

14.2 Other Plans . Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

14.3 No Right to Employment/Directorship/Consultancy . Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time.

14.4 Withholding of Taxes . The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

14.5 No Assignment of Benefits . No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

14.6 Listing and Other Conditions .

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the

circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

14.7 Shareholders Agreement and Other Requirements . Notwithstanding anything herein to the contrary, as a condition to the receipt of shares of Common Stock pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a shareholder’s agreement or such other documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such shareholder’s agreement or other documentation shall apply to the Common Stock acquired under the Plan and covered by such shareholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing shareholder agreement (or other agreement).

14.8 Governing Law . The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Georgia (regardless of the law that might otherwise govern under applicable Georgia principles of conflict of laws).

14.9 Consent to Jurisdiction . Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the federal court located in Atlanta, Georgia or, if required, the appropriate Georgia state court or superior court and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the federal court located in Atlanta, Georgia, the appropriate Georgia state court or

superior court, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such federal court located in Atlanta, Georgia, or, if required, in such Georgia state court or superior court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (D) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the state of Georgia.

14.10 Construction . Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

14.11 Other Benefits . No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.12 Costs . The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.

14.13 No Right to Same Benefits . The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

14.14 Death/Disability . The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.15 Section 16(b) of the Exchange Act . All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee

may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

14.16 Section 409A of the Code . The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.

14.17 Successor and Assigns . The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

14.18 Severability of Provisions . If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

14.19 Payments to Minors, Etc . Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

14.20 Lock-Up Agreement . As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the “ Lead Underwriter ” ), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire

Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “ Lock-Up Period ”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.

14.21 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

14.22 Company Recoupment of Awards . A Participant’s rights with respect to any Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Article XV
EFFECTIVE DATE OF PLAN

The Plan is effective on June 8, 2016.

Article XVI
TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of shareholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date; provided that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based compensation” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the shareholder approval of the Plan unless the Performance Goals are re-approved (or other designated Performance Goals are approved) by the shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholders approve the Performance Goals.

Article XVII
NAME OF PLAN

The Plan shall be known as the “Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan.”

EXHIBIT A

PERFORMANCE GOALS

Performance goals established for purposes of Awards intended to be “performance-based compensation” under Section 162(m) of the Code shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals:

earnings per share;

operating income;

gross income;

net income (before or after taxes);

cash flow;

gross profit;

gross profit return on investment;

gross margin return on investment;

gross margin;

operating margin;

working capital;

earnings before interest and taxes;

earnings before interest, tax, depreciation and amortization;

return on equity;

return on assets;

return on capital;

return on invested capital;

net revenues;

gross revenues;

revenue growth;

annual recurring revenues;

recurring revenues;

license revenues;

sales or market share;

total shareholder return;

economic value added;

specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;

the fair market value of a share of Common Stock;

the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends;

reduction in operating expenses; or

A- 1

any other individual or corporate performance measure selected by the Committee.

The Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines should be appropriately excluded or adjusted, including:

(a) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Standards Codification 225-20, “Extraordinary and Unusual Items,” and/or management’s discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year;

(b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or

Performance goals may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. For the avoidance of doubt, Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion.

In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit, administrative department or product category of the Company) per formance under one or more of the measures described above relative to the performance of other corporations. With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for shareholder approval), the Committee may also:

(a) designate additional business criteria on which the performance goals may be based; or

(b) adjust, modify or amend the aforementioned business criteria.

A- 2

Exhibit 10.3

THIS AGREEMENT is dated 5 ^th May 2016

Parties

(1)

PHILIP EMERY ( Consultant ).

(2)

TRAVELPORT WORLDWIDE LIMITED incorporated and registered in Bermuda whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda ( Client ).

Agreed terms

Interpretation

1.1

The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

Business of the Client: those parts of the business of the Client and any Group Company with which the Consultant was involved to a material extent during the Engagement.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder, principal or in any other capacity.

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or Group Company or its or their customers and business contacts where provided by the Client under this Engagement, and any equipment provided for the Consultant’s use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the computer systems or other electronic equipment of the Client or the Consultant during the Engagement which relate directly to the Services.

Commencement Date: 9 ^th May 2016.

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, customers, products, affairs and finances of the Client or any Group Company for the time being confidential to the Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business or operations of the Client or any Group Company or any of their suppliers, customers, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with this Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

eNett: eNett International (Jersey) Limited and its subsidiaries.

Engagement: the engagement of the Consultant by the Client on the terms of this agreement.

Group Company: the Client, its subsidiaries, its investment or holding companies from time to time and any subsidiary of any holding company from time to time.

Services: advisory services to the Client’s Chief Executive Officer relating to the Client or any Group Company and such other services agreed to in writing by the Client and the Consultant.

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(1)(b) and (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: the date of termination of this agreement, howsoever arising.

1.2

The headings in this agreement are inserted for convenience only and shall not affect its construction. 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. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and words in the singular shall include the plural and in the plural shall include the singular.

Duration of engagement

2.1

The Client shall engage the Consultant to provide the Services on the terms of this agreement. The Engagement shall commence on the Commencement Date and shall continue until and terminate upon 31 ^st December 2016 unless (a) extended by mutual agreement of the parties or (b) terminated as provided by the terms of this agreement or (c) terminated by one months’ prior written notice from either party.

Duties and obligations

3.1

During the Engagement the Consultant shall provide the Services with all due care and skill and promote the interests of each Group Company. The Consultant will be available to provide the Services by being available for emails, phone calls and meetings as reasonably required.

3.2

Unless it or he has been specifically authorised to do so by the Client in writing the Consultant shall not have any authority to incur any expenditure in the name of or for the account of the Client or any Group Company and the Consultant shall not hold himself out as having authority to bind the Client or any Group Company.

3.3

The Consultant shall comply with all applicable laws, regulations, codes and sanctions in the delivery of the Services.

Fees and Expenses

4.1

The Client shall pay the Consultant a fee of £25,000 exclusive of VAT (if applicable) for his services for the period until 31 ^st December 2016 payable monthly in arrears.

4.2

The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client or any Group Company at any time.

4.3

The Client shall reimburse all reasonable expenses properly and necessarily incurred by the Consultant in the course of the Engagement, subject to production of receipts or other appropriate evidence of payment. Payment in full or in part of the fees or expenses claimed under this clause 4 shall be without prejudice to any claims or rights of the Client or any Group Company against the Consultant in respect of the provision of the Services.

Other activities

5.1

Nothing in this agreement shall prevent the Consultant from carrying on or being engaged, concerned or having any interest or providing any assistance in any Capacity in any other business, trade, profession or occupation during the Engagement provided that (a) such activity does not cause a breach of any of the Consultant’s obligations under this agreement, (b) the Consultant shall not engage in any such activity if it competes with the Business of the Client without the prior written consent of the Client and (c) the Consultant shall give priority to the provision of the Services to the Client over any other business activities undertaken by him during the course of the Engagement.

5.2

The Consultant agrees, as a fundamental term of this agreement, that during the Engagement he will not provide any services to or receive any form of payment from eNett, Optal Limited or MasterCard Incorporated (or in each case any of their affiliated or

associated companies) or any banking partner of eNett in each case with whom he dealt during the Engagement or about whom he was given Confidential Information during the Engagement.

5.3

For the avoidance of any doubt, it is agreed that nothing in this agreement shall amend ( i.e. extend, contract, decrease and/or increase) the scope of the non-competition and other obligations imposed on the Consultant pursuant to the contract of employment between him and Travelport International Limited dated 1 ^st October 2009 and the award agreements between him and one of (a) TDS Investor (Cayman) L.P., (b) Travelport Worldwide Limited and (c) Travelport Limited.

Confidential information and Client property

6.1

The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. Accordingly the Consultant shall not, either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to any use or disclosure authorised by the Client or required or permitted by law or any information which is already in, or comes into, the public domain otherwise than through the Consultant’s unauthorised disclosure. At any stage during the Engagement, the Consultant will promptly on request return to the Client all and any Client Property in his possession.

SECURITIES LAWS .

7.1

The Consultant is aware that the United States Securities laws prohibit any person who has received from an issuer, including Travelport Worldwide Limited, material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Termination

8.1

Notwithstanding the provisions of clause 2.1, the Client may terminate the Engagement with immediate effect without notice and without any liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant commits any gross misconduct or gross negligence, acts contrary to the terms of clause 5.2 or fails to comply with the terms of this agreement.

Obligations on termination

9.1

On the Termination Date the Consultant shall immediately deliver to the Client all Client Property which is in his possession or under his control, he shall irretrievably delete any information relating to the Business of the Client or any Group Company obtained in the provision of the Services by the Consultant during the term of this agreement stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client and he shall provide a signed statement that he has complied fully with his obligations under this clause 8.

10.

Status

10.1

The relationship of the Consultant to the Client will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Client and the Consultant shall not hold himself out as such.

10.2

This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Client or any Group Company for and in respect of any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant against the Client or any Group Company arising out of or in connection with the provision of the Services. The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Consultant.

10.3

The Consultant warrants that he is not nor will he prior to the cessation of this agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

11.

Entire agreement for the provision of the Services

11.1

This agreement constitutes the entire agreement between the parties in relation to the provision by the Consultant of the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, in this specific regard.

12.

Third party rights

12.1

Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

13.

Governing law and Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Executed by Travelport Worldwide Limited

by a duly-authorized representative in the presence of:

.......................................

Signature

Name

Address

Occupation

.......................................

Name:

Executed by Philip Emery in the presence of:

.......................................

Signature

Name

Address

Occupation

.......................................

Philip Emery

Exhibit 10.4

DIRECTOR AWARD AGREEMENT (DSUs)

THIS DIRECTOR AWARD AGREEMENT (“ Agreement ”) is made as of (“ Grant Date ”) by and between Travelport Worldwide Limited, a Bermuda exempted company (“ TWW ”) and (“ Director ”).

RECITALS

TWW has adopted, and TWW’s shareholders have approved, the Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan (the “ Plan ”).

In connection with Director’s service on the Board, TWW intends concurrently herewith to make a grant of Deferred Share Units (“ DSUs ”) to Director as of the Grant Date in accordance with the terms and conditions of this Agreement.

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:

“ Adjustment Events ” has the meaning set forth in Section 5.2 .

“ 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 ” means (A) Director’s failure substantially to perform his/her duties to the Company (other than as a result of total or partial incapacity) for a period of 10 days following receipt of written notice from any Company Entity by Director of such failure; provided that it is understood that this clause (A) shall not apply if a Company Entity terminates Director’s service on the Board because of dissatisfaction with actions taken by Director in the good faith performance of his/her duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Director’s duties to the Company, (C) an act or acts on Director’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) Director’s willful malfeasance or willful misconduct in connection with his/her duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or (E) Director’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with any Company Entity, including pursuant to this Agreement.

“ Company ” means TWW and each of its Affiliates.

“ Company Entity ” means TWW or any Affiliate thereof.

“ Confidential Information ” has the meaning set forth in Section 4.1(a) .

“ Director ” has the meaning specified in the Introduction .

“DSUs” has the meaning set forth in the Recitals .

“ Grant Date ” has the meaning specified in the Introduction .

“ Notional Account ” has the meeting specified in Section 3.1 .

“ 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.

“ Plan ” has the meaning set forth in the Recitals .

“Shares” means Common Stock, as defined in the Plan.

“ Unvested Distribution Equivalent Payment ” has the meaning specified in Section 3.2 .

“ Vesting Date ” has the meaning set forth in Section 2.2(a) .

SECTION 2

Grant AND VESTING of RSUS

2.1. Grant . Subject to the terms and conditions of the Plan and this Agreement, TWW hereby grants to Director, and Director hereby accepts, DSUs, subject to the conditions set forth below.

2.2. Vesting .

(a) Subject to Sections 2.2(b) and 2.2(c) of this Agreement, and subject to Director’s continuous active service as a director with the Company through the Vesting Date, the DSUs granted to Director under this Agreement shall vest one year from the date of this grant, i.e. (the “Vesting Date ”). All DSUs that do not vest in accordance with this Section 2.2(a), Section 2.2(b) or Section 2.2(c) below shall be forfeited.

(b) Change in Control . Notwithstanding anything set forth in Sections 2.2(a) to the contrary, after a Change in Control, in the event that the Director is removed as a director of the Board other than for Cause within 12 months after such Change in Control and prior to the Vesting Date, the DSUs shall become fully vested as of the date of such removal.

(c) Termination due to Death or Disability . Notwithstanding anything set forth in Sections 2.2(a) or (b) to the contrary, if prior to the Vesting Date, the Director is removed as a director of the Board due to death or Disability, the DSUs shall become fully vested as of the date of such removal.

2.3. Forfeiture . Unless otherwise determined by the Board in its sole and absolute discretion, the unvested DSUs shall be immediately forfeited and cancelled without the payment of any consideration upon the termination of the Director’s service on the Board for any reason other than as set forth in Sections 2.2(a), (b) or (c).

2.4. Transfer Prohibited . Director may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition of) any DSUs, except upon the death of Director. Upon any attempted Disposition in violation of this Section 2.4, the DSUs shall immediately become null and void.

In addition, as set forth in Section 2.6 of this Agreement, each Share delivered pursuant to this Agreement is subject to the Plan.

2.5. Delivery of Shares . The Shares covered by a DSU shall not be delivered to Director until the DSU becomes a vested DSU. Subject to the last sentence hereof, Shares covered by any vested DSUs shall be delivered within 30 days of the applicable Vesting Date unless the Director has made a valid election to defer such delivery in accordance with the election form attached hereto as Exhibit B, in which case delivery of the Shares shall be made in accordance with Director’s election; provided, in each case, that prior to delivery of any Shares, Director shall have paid to the applicable Company Entity such amount as may be requested by TWW (to the extent required for any withholding taxes) for purposes of depositing any federal, state or local income or other taxes.

2.6. Plan . Director acknowledges receipt of a copy of the Plan and represents that Director understands that (i) the terms of grant of the Shares are set forth in, and governed by, the Plan, (ii) Director shall have no rights in respect of such Shares until TWW delivers such Shares pursuant to the terms hereof and (iii) the Plan may be amended or modified from time to time.

SECTION 3

Distribution Equivalent rights

3.1 Payments and Allocations upon Distributions . If on any date while DSUs are outstanding hereunder, any Company Entity shall make any distribution or pay any dividend to holders of Shares, TWW shall cause the applicable Company Entity to allocate to a notional account for Director (the “ Notional Account ”) an amount, in respect of each unvested DSU, equal to the amount that would have been payable in respect of the Shares underlying such unvested DSU if it were issued and outstanding on the date of such dividend or distribution.

3.2 Additional Payments upon Vesting . On any date that any unvested DSUs become vested DSUs, Director shall be entitled to receive an amount (such amount, the “ Unvested Distribution Equivalent Payment ”) equal to all amounts then credited to Director’s Notional Account with respect to the such vested DSUs. Upon payment of any Unvested Distribution Equivalent Payment, the amount credited to the Notional Account shall be reduced thereby.

3.3 Withholding . TWW or the applicable Company Entity shall have the right and is hereby authorized to withhold from any Unvested 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 applicable Company Entity to satisfy all obligations for the payment of such taxes.

SECTION 4

confidentiality

4.1. Confidentiality .

(a) Director will not at any time (whether during or after Director’s service on the Board) (x) retain (with respect to electronic or hard copy Confidential Information) or use for the benefit, purposes or account of Director 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 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 Director’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Director by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Director shall give prompt written notice to the applicable Company Entity 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) Upon termination of Director’s service on the Board for any reason, Director shall immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any electronic or hard copy form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Director’s possession or control (including any of the foregoing stored or located in Director’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, except that Director 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 Director is or becomes aware.

4.2. Specific Performance . Director acknowledges and agrees that TWW’s remedies at law for a breach or threatened breach of any of the provisions of this Section 4 would be inadequate and TWW would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Director 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 4.

4.3. Survival . The provisions of this Section 4 shall survive the termination of Director’s service on the Board 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; contract; confidentiality or other restrictive covenant agreement; Company policy, guideline or standard; or the protections under applicable law.

SECTION 5

MISCELLANEOUS

5.1. Tax Issues . THE ISSUANCE OF DSUS AND THE DELIVERY OF SHARES INVOLVE COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS. DIRECTOR ACKNOWLEDGES THAT HE/SHE HAS CONSULTED HIS/HER OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. NEITHER TWW NOR ANY COMPANY ENTITY MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER TO DIRECTOR REGARDING THE TAX CONSEQUENCES OF THE DSUS AND/OR THE SHARES OR UNDER THIS AGREEMENT . DIRECTOR ACKNOWLEDGES AND AGREES THAT DIRECTOR SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE DSUS AND THE SHARES AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND

EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY DIRECTOR IN CONNECTION WITH THE DSUS OR SHARES.

5.2. 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 share dividend, share split, reverse share split, share 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 the Company 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 DSUs, status of vesting and the nature of the Adjustment Event and its impact on the Shares and the DSUs) to the holders of Shares as a group, as to (i) the number or kind of Shares, DSUs or other securities issued or reserved for issuance under the Plan, (ii) the vesting terms under this Agreement, and/or (iii) any other affected terms hereunder.

5.3. No Right to Continued Service on the Board; No Rights as Shareholder . Neither the Plan nor this Agreement shall confer upon the Director any right to be retained as a member of the Board. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Director’s service on the Board at any time. The Director shall not have any rights as a shareholder with respect to any DSUs prior to the DSUs becoming Shares under this Agreement.

5.4. 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.

5.5. Waivers and Amendments . The respective rights and obligations of TWW and Director 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 authorized representative of TWW and Director.

5.6. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

5.7. 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 5.10 OF THIS AGREEMENT.

5.8. 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.

5.9. Entire Agreement . This Agreement (including the exhibits hereto)_constitutes 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 Director and the Company regarding the DSUs, including any term sheets and related materials.

5.10. 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 TWW, addressed to:

Travelport Worldwide Limited
c/o Legal Department
300 Galleria Parkway
Atlanta, Georgia 30339
Attention: General Counsel
Fax: (770) 563-7878

If to Director, to the address set forth on the signature page of this Agreement or at the current address listed in TWW’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.

5.11. No Third Party Beneficiaries . There are no third party beneficiaries of this Agreement.

5.12. 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.

5.13. Execution of Certain Documents . By signing this Agreement, Director applies for and requests that TWW allot to Director such Shares of TWW of par value US$0.0025 each. These Shares are to be issued to Director pursuant to the terms of this Agreement, and the consideration for such Shares is set out herein. Further, Director agrees to take the said Shares subject to the Memorandum of Association and Bye-Laws of TWW. In addition, Director agrees to receive any and all information, documents and notices by electronic mail at the address listed below Director’s signature, and Director undertakes to advise the Secretary of TWW of any changes to this address from time to time.

5.14. Certain Determinations . Any determinations to be made by the Board with respect to the DSUs or this Agreement shall be made by the members of the Board acting without the Director.

IN WITNESS WHEREOF, the Company and Director have executed this Agreement as of the day and year first written above.

	COMPANY:

	Travelport Worldwide Limited

	By:
	Signature:
		Name:
		Title:

	DIRECTOR:

	Signature:
		[Name of Director]

	Address:


	Email address:

	Telephone No.

	Fax No.

EXHIBIT A – AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN

EXHIBIT B: DSU DEFERRAL ELECTION

Note: This DSU deferral form is being provided in connection with, or anticipation of, the issuance of Deferred Share Units (the “ DSUs ”) pursuant to a Director Award Agreement (the “ Agreement ”) issued by Travelport Worldwide Limited (“ TWW ”) pursuant to the terms of its Amended and Restated 2014 Omnibus Incentive Plan, as amended from time to time (the “ Plan ”). If you do not elect to defer the DSUs, settlement will occur in accordance with the Agreement.


Information About You

Name (First, M.I., Last)	Email address
Street Address	Fax #
City	State	Zip Code
1. Do You Want to Defer Receipt of Common Stock under your DSUs?
Your Agreement provides that you may elect to defer receipt of all of the shares of Common Stock that would otherwise be distributable to you under your Agreement (a “ DSU Deferral ”). This DSU Deferral Election Form (this “ Deferral Form ”) is designed to provide you the opportunity to defer receipt of your Common Stock, and any accumulated distributions. Except as otherwise indicated in this Deferral Form, your DSUs will remain subject to the Agreement granted to you (or to be granted to you) and the Plan. Capitalized terms not defined herein shall have the meanings given such terms in your Agreement. Upon the vesting of the DSUs that you elect to defer, the number of shares of Common Stock that would otherwise have been distributed to you will be credited to a bookkeeping account established on your behalf. Any dividends and other distributions (excluding, for the avoidance of doubt, any Unvested Distribution Equivalent Payments) on the Common Stock credited to your book account will be paid to you as soon as reasonably practicable following payment of such dividend or other distribution. Upon the payment events you choose in this election form (the “ Settlement Date ”), the shares of Common Stock credited to your account ( the “ Settlement Amount ”), will be distributed to you. All payments under this Deferral Form, including without limitation any dividends and other distributions as well as the Settlement Amount, shall be subject to the satisfaction of the minimum amount of federal, state and local income and payroll tax withholding obligations, if any. ¨ Yes, I want to make a deferral of the Settlement Date on all of the DSUs that will be granted to me in the future pursuant to the Agreement and any subsequent agreements. Specifically, I elect to have the Settlement Amount that was otherwise deliverable to me upon the vesting of my DSUs to be deferred until my termination of service (provided that such termination of service constitutes a “separation from service” within the meaning of Section 409A of the Code). ¨ No, I do not want to make a deferral of the Settlement Date on all of the DSUs that will be granted to me in the future pursuant to the Agreement and any subsequent agreements. I recognize that if I have previously elected to defer DSUs, this election not to defer shall only apply with respect to DSUs that are issued following the year of my election to not defer.

2. Information About Your Payout Election

An election to defer must be made no later than the end of the taxable year preceding the year for which the DSUs are granted. Any Deferral Form returned to TWW after this date will be void and of no force or effect. An election shall be irrevocable as of the last day of the calendar year in which the election is made and shall continue in effect for all future DSU grants until revoked by a subsequent election for future years in a new Deferral Form. All such changes shall only be effective prospectively for subsequent calendar years commencing after the time of such election. Notwithstanding the foregoing, your election will apply to any future DSU grants made in the same year following date that you join the Board, so long as you make such election within 30 days of the date that you become eligible to receive DSUs.

Please note that changes to the payout elections are not allowed.

3. Participant Approval

I certify that the information above is accurate and complete and that this election is irrevocable. If I have chosen to defer the settlement of my DSUs I give TWW permission to defer delivery of the Common Shares according to the instructions above.

Participant Signature:_____________________________________________ Date: _________________

Exhibit 31.1

CERTIFICATIONS

I, Gordon Wilson, certify that:

I have reviewed this quarterly report on Form 10-Q of Travelport Worldwide Limited;

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;

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;

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:

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;

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;

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

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

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):

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

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: August 4, 2016

	/s/ G ordon W ilson
	Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Bernard Bot, certify that:

I have reviewed this quarterly report on Form 10-Q of Travelport Worldwide Limited;

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: August 4, 2016

	/s/ B ernard B ot
	Executive Vice President and 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 Quarterly Report of Travelport Worldwide Limited (the “Company”) on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gordon Wilson, as Chief Executive Officer of the Company, and Bernard Bot, 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.

	August 4, 2016			/s/ G ordon W ilson Gordon Wilson Chief Executive Officer
	August 4, 2016			/s/ B ernard B ot Bernard Bot Executive Vice President and Chief Financial Officer