Equity-Based Compensation

3 Months Ended

Mar. 31, 2012

Equity-Based Compensation [Abstract]

Equity-Based Compensation

11. Equity-Based Compensation

During the three months ended March 31, 2012, the Company recorded equity compensation expense of $2 million related to the restricted equity units of TDS Investor (Cayman) L.P., the partnership that indirectly owns a majority shareholding in the Company (the “Partnership”) and the restricted share units of Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of March 31, 2012 will be approximately $1 million for the remainder of 2012.

The activity of all the Company’s equity award programs is presented below:

	Partnership					Worldwide
	Restricted Equity Units (Class A-2)					Shares					Restricted Share Units
	Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Grant  Date Fair Value
Balance as of January 1, 2012		93.0		$	2.27		1.9		$	1.85		0.8		$	1.85
Granted at fair market value (1)		11.2		$	0.11		—			—		—			—
Vesting of restricted share units (2)		—			—		0.2		$	1.85		(0.2	)	$	1.85
Net share settlement (3)		(0.6	)	$	0.11		(0.5	)	$	1.85		—			—
Balance as of March 31, 2012		103.6		$	2.05		1.6		$	1.85		0.6		$	1.85

(1) Consists of (i) 8.6 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan, with immediate vesting, (ii) 2.5 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan, with vesting on August 1, 2012 subject to service based conditions, and (iii) 0.1 million restricted equity units under the 2011 Travelport Long-Term Incentive Plan, with vesting on August 1, 2012 subject to service based conditions.

(2) During the three months ended March 31, 2012, the Company accelerated the vesting for 0.2 million Worldwide restricted share units, which converted into Worldwide shares.

(3) During the three months ended March 31, 2012, the Company completed net share settlements for 0.6 million Partnership restricted equity units and 0.5 million Worldwide shares in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

As of March 31, 2012, approximately 10 million Partnership restricted equity units remain authorized for grant but are not yet recognized as granted for accounting purposes. These consist of (i) 4.9 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through March 31, 2013; (ii) 4.6 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through August 1, 2014; and (iii) 0.4 million restricted equity units under the 2011 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through August 1, 2015.