Travelport LTD - 10-K filing on 2014-03-10

Schedule of Equity-Based Compensation Expense Recognized in Consolidated Financial Statements

The table below sets out the equity-based compensation expense recognized in the consolidated financial statements:


(in $ millions)	Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 31, 2011
REUs		1		1		1
RSUs / Shares		5		1		5
Stock options*		—		—		—

Total equity-based compensation expense		6		2		6

*	Compensation expense for the year ended December 31, 2013 is less than $1 million

Summary of Company's Equity Award Programs

The activity of the Company’s RSUs and stock options for the years ended December 31, 2013, 2012 and 2011 are presented below:


	Shares					Restricted Share Units					Options
(in millions, except per share, RSU or stock option fair value)	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Options		Weighted Average Grant Date Fair Value
Granted at fair market value		2.6			$1.85		0.8			$1.85		—		—
Net share settlement ⁽¹⁾		(0.7	)		$1.85		—			—		—		—

Balance as of December 31, 2011		1.9			$1.85		0.8			$1.85		—		—
Vesting of restricted share units		0.2			$1.85		(0.2	)		$1.85		—		—
Net share settlement ⁽²⁾		(0.5	)		$1.85		—			—		—		—
Forfeited		—			—		(0.1	)		$1.85		—		—

Balance as of December 31, 2012		1.6			$1.85		0.5			$1.85		—		—
Granted at fair market value		—			—		50.8			$0.37		2.0		$0.12
Forfeited/cancelled		—			—		(1.2	)		$0.37		—		—
Vesting of restricted share units		8.3			$0.37		(8.3	)		$0.37		—		—
Net share settlement ⁽³⁾		(3.5	)		$0.37		—			—		—		—

Balance as of December 31, 2013		6.4			$1.45		41.8			$0.39		2.0		$0.12

(1)	The Company completed net share settlements for 0.7 million shares in Worldwide in connection with employee taxable income created upon issuance of shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

(2)	The Company completed net share settlements for 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 shares.

(3)	The Company completed net share settlements for 3.5 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 shares.

Summary of Company's Equity Award Programs

The activity of the Company’s REUs for the years ended December 31, 2013, 2012 and 2011 is presented below:


	Restricted Equity Units (Class A-2 Units)
(in millions, except per REU fair value)	Number of shares			Weighted Average grant date fair value
Balance as of January 1, 2011		99.5			$2.20
Granted at fair market value ⁽¹⁾		1.7			$0.47
Net share settlement ⁽²⁾		(2.2	)		$0.88
Forfeited		(6.0	)		$1.12

Balance as of December 31, 2011		93.0			$2.27
Granted at fair market value ⁽³⁾		11.2			$0.11
Vesting of restricted share units		—			—
Net share settlement ⁽⁴⁾		(1.9	)		$0.11
Forfeited		(0.1	)		$0.11

Balance as of December 31, 2012		102.2			$2.08
Granted at fair market value ⁽⁵⁾		18.0			$0.06
Net share settlement ⁽⁶⁾		(11.7	)		$0.06
Forfeited		(0.7	)		$0.06

Balance as of December 31, 2013		107.8			$1.97

(1)	Consists of accelerated vesting of 1.6 million REUs under the 2009 Travelport Long-Term Incentive Plan with a fair value of $0.47 per unit and 0.1 million REUs under the 2010 Travelport Long-Term Incentive Plan due to the sale of the GTA business in May 2011.

(2)

The Company completed net share settlements for 2.2 million Partnership REUs in connection with employee taxable income created upon issuance of Class A-2 interests. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of REUs / Class A-2 interests.

(3)

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

(4)

The Company completed net share settlements for 1.9 million Partnership REUs in connection with employees taxable income created upon issuance of Class A-2 interests. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of REUs / Class A-2 interests.

(5)

Consists of grant of 2.6 million REUs under the 2009 Travelport Long-Term Incentive Plan, 3.8 million REUs under the 2010 Travelport Long-Term Incentive Plan, 0.3 million REUs under the 2011 Travelport Long-Term Incentive Plan, all of which vested in 2013 and a grant and immediate vesting of 11.3 million of Class A-2 interests, all with a fair value of $0.06 per unit.

(6)

The Company completed net share settlements for 11.7 million Partnership REUs in connection with employee taxable income created upon issuance of Class A-2 interests. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of REUs/Class A-2 interests.