Equity-Based Compensation

12 Months Ended

Dec. 31, 2012

Equity-Based Compensation [Abstract]

Equity-Based Compensation

17.    Equity-Based Compensation

Travelport Equity-Based Long-Term Incentive Program

Partnership Restricted Equity Units – Class A-2

TDS Investor (Cayman) L.P., the partnership that indirectly owns a majority shareholding in the Company (the “Partnership”), has an equity-based, long-term incentive program for the purpose of retaining certain key employees. Under several plans within this program, key employees have been granted restricted equity units and profit interests in the Partnership. The board of directors of the Partnership has approved the grant of up to approximately 120 million restricted equity units for this incentive plan. The grant date fair value of each award under a plan within the program is based on a valuation of the total equity of the Partnership at the time of each grant of an award.

As of December 31, 2012, there are 8.4 million restricted equity units authorized for grant under the 2009 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through March 31, 2013 and 2.4 million restricted equity units authorized for grant under the 2010 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through August 1, 2014. The level of award vesting each year is dependent upon continued service and performance measures of the business as established by the board of directors of the Partnership.

Worldwide Equity Plan

In December 2011, Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company, introduced a new equity-based long-term incentive program (the “Worldwide Equity Plan”). The grant date fair value of each award under the Worldwide Equity Plan is based on a valuation of the total equity of Worldwide at the time of each grant of an award.

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

	Partnership					Worldwide
	Restricted Equity Units (Class A-2)					Shares					Restricted Share Units
	Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Grant  Date Fair Value
Balance as of January 1, 2010		90.0		$	2.32		—			—		—			—
Granted at fair market value  (1)		11.0		$	1.12		—			—		—			—
Forfeited		(1.5	)	$	1.26		—			—		—			—
Balance as of December 31, 2010		99.5		$	2.20		—			—		—			—
Granted at fair market value ( 2 )		1.7		$	0.47		2.6		$	1.85		0.8		$	1.85
Net share settlement ( 3 )		(2.2	)	$	0.88		(0.7	)	$	1.85		—			—
Forfeited		(6.0	)	$	1.12		—			—		—			—
Balance as of December 31, 2011		93.0		$	2.27		1.9		$	1.85		0.8		$	1.85
Granted at fair market value ( 4 )		11.2		$	0.11		—			—		—			—
Vesting of restricted share units		—			—		0.2		$	1.85		(0.2	)	$	1.85
Net share settlement ( 5 )		(1.9	)	$	0.11		(0.5	)	$	1.85		—			—
Forfeited		(0.1	)	$	0.11		—			—		(0.1	)	$	1.85
Balance as of December 31, 2012		102.2		$	2.08		1.6		$	1.85		0.5		$	1.85

(1) Consists of (i) 8.4 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan with a fair value of $1.13 per unit, and (ii) 2.6 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan with a fair value of $1.10 per unit.

(2) Consists of: (i) accelerated vesting of 1.6 million restricted equity units under the 2009 Travelport Long Term Incentive Plan with a fair value of $0.47 per unit and 0.1 million restricted equity units under the 2010 Travelport Long Term Incentive Plan due to the sale of the GTA business in May 2011, and (ii) a grant of 2.6 million shares and 0.8 million restricted share units in Worldwide to key employees, the shares vested immediately on grant and the share units will vest on January 1, 2014 dependent upon continued service.

(3) The Company completed net share settlements for 2.2 million Partnership restricted equity units and 0.7 million shares in Worldwide in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

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

(5) The Company completed net share settlements for 1.9 million Partnership restricted equity units and 0.5 million Worldwide shares in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes of £1 million, on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

Compensation expense for the year ended December 31, 2012 resulted in a credit to equity on the Company’s consolidated balance sheet of $2 million. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of December 31, 2012 will be approximately $0.5 million in the year ending December 31, 2013.

Compensation expense for the year ended December 31, 2011 resulted in a credit to equity on the Company’s consolidated balance sheet of $6 million, which was offset by a decrease of approximately $3 million due to net share settlements as the cash payment of the taxes was effectively a repurchase of previously granted restricted equity units and shares.

Compensation expense for the year ended December 31, 2010 resulted in a credit to equity on the Company’s consolidated balance sheet of $5 million, of which $1 million related to awards under the 2010 Travelport Long-Term Incentive Plan and $4 million related to awards under the 2009 Travelport Long-Term Incentive Plan.