15.    Equity

Description of Capital Stock

The Company has authorized share capital of $12,000 and has issued 12,000 shares, with a par value of $1 per share. The share capital of the Company is divided into shares of a single class the holders of which, subject to the provisions of the bye-laws, are (i) entitled to one vote per share, (ii) entitled to such dividends as the Board may from time to time declare, (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitled to the surplus assets of the Company, and (iv) generally entitled to enjoy all of the rights attaching to shares.

The Board may, subject to the bye-laws and in accordance with Bermudan legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such dividend may be paid in cash and/or in kind and is subject to limitations under the Company’s debt agreements. No unpaid dividend bears interest. The Board may elect any date as the record date for determining the shareholders entitled to receive any dividend.

The Board may declare and make such other distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution bears interest.

Shareholders’ Agreement

In October 2011, in connection with the restructuring of senior unsecured payment-in-kind (“PIK”) term loans, issued by the Company’s direct parent holding Company, Travelport Holdings Limited (the “Restructuring”), the PIK term loans lenders (the “New Shareholders”) received as partial consideration for the Restructuring, their pro-rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide Limited the Company’s indirect parent Company (“Travelport Worldwide”). In April 2013 the remaining outstanding PIK term loans of Travelport Holdings Limited were exchanged for additional equity in Travelport Worldwide and unsecured debt in Travelport Limited. As of December 31, 2013 the New Shareholders own approximately 71% of Travelport Worldwide.

 

The Shareholders’ Agreement, among other things: (i) allows the New Shareholders to appoint two directors to the Company’s board of directors, as well as the boards of directors of Holdings and Worldwide, subject to certain conditions; (ii) restricts the Company’s ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend the Company’s organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Worldwide to obtain additional information about the Company and certain of its parent companies.

Distributions to Parent

On April 15, 2013, as part of the comprehensive refinancing, the Company issued $25 million of 11.875% Senior Subordinated Notes due September 2016 in exchange for and as part settlement of Tranche A Loans of Travelport Holdings. In connection with the comprehensive refinancing, $6 million of refinancing costs were deemed as incurred towards Travelport Holdings’ debt exchange transaction (see Note 10).

The exchange of $25 million of the Company’s 11.875% Senior Subordinated Notes for Travelport Holdings’ Tranche A Loans and allocated costs of $6 million have been considered as deemed capital distributions to Travelport Holdings.

On September 30, 2011, the Company made a distribution to Travelport Holdings of $297 million, comprising $89 million of cash and $208 million of second lien term loans, which were converted to Second Priority Secured Notes during the year ended December 31, 2012.

Accumulated Other Comprehensive Income (Loss)

Other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss), but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity (deficit), net of tax. Accumulated other comprehensive income (loss), net of tax, consisted of:

 

(in $ millions)		Currency Translation Adjustments				Unrealized Gain (Loss) on Equity Investments				Unrealized Gain (Loss) on Cash Flow Hedges				Unrecognized Actuarial Gain (Loss) on Defined Benefit Plans				Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2011			73				(4	)			(9	)			(69	)			(9	)
Activity during period, net of tax of $(2) (1)			(81	)			6				9				(101	)			(167	)
Balance as of December 31, 2011			(8	)			2				—				(170	)			(176	)
Activity during period, net of tax of $1 (1)			3				(3	)			—				(13	)			(13	)
Balance as of December 31, 2012			(5	)			(1	)			—				(183	)			(189	)
Activity during period, net of tax of $2 (1)			(5	)			9				(4	)			107				107
Balance as of December 31, 2013			(10	)			8				(4	)			(76	)			(82	)

 

(1)	The tax impact relates to unrecognized actuarial gain (loss) on defined benefit plans. For all other components of accumulated other comprehensive income (loss), the tax impact was $0 million for each of the years ended December 31, 2013, 2012 and 2011.