Equity-Based Compensation

9 Months Ended

Sep. 30, 2012

Equity-Based Compensation [Abstract]

Equity-Based Compensation

11. Equity-Based Compensation

During the nine months ended September 30, 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 September 30, 2012 will be approximately $1 million.

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)		(1.9	)	$	0.11		(0.5	)	$	1.85		—			—
Forfeited		(0.1	)	$	0.11		—			—		—			—
Balance as of September 30, 2012		102.2		$	2.08		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, that vested on August 1, 2012, and (iii) 0.1 million restricted equity units under the 2011 Travelport Long-Term Incentive Plan, that vested on August 1, 2012.

(2) During the nine months ended September 30, 2012, the Company accelerated the vesting for 0.2 million Worldwide restricted share units, which converted into Worldwide shares.

(3) During the nine months ended September 30, 2012, the Company completed net share settlements for 1.9 million Partnership restricted equity units and 0.5 million Worldwide shares, in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

As of September 30, 2012, approximately 10 million Partnership restricted equity units remain authorized for grant but are not yet recognized as granted for accounting purposes. These consists of (i) 4.8 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) 4.5 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.