UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10‑Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2018~~

March 31, 2019

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. ~~001-36640~~001‑36640

Travelport Worldwide Limited

(Exact name of registrant as specified in its charter)

	~~Bermuda~~			~~98-0505105~~
Bermuda		98‑0505105
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Axis One, Axis Park

Langley, Berkshire, SL3 8AG, United Kingdom

(Address of principal executive offices, including zip code)

+~~44-1753-288-000~~

44‑1753‑288‑000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule ~~12b-2~~12b‑2 of the Exchange Act.

Large accelerated filer☒	☒	Accelerated filer☐	☐
Non-accelerated filer☐	☐	Smaller reporting company☐	☐
~~(Do not check if a smaller reporting company)~~		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b-2~~12b‑2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 1, 2018,~~May 9, 2019, there were ~~126,207,216~~126,523,035 shares of the Registrants’ common shares, par value $0.0025 per share, outstanding.

~~TABLE OF CONTENTS~~

Table of Contents

		Page
	Forward-Looking Statements			1
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)			3
	Consolidated Condensed Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (unaudited)			3
	Consolidated Condensed Statements of Comprehensive ~~(Loss)~~ Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (unaudited)			4
	Consolidated Condensed Balance Sheets as of ~~June 30, 2018~~March 31, 2019 (unaudited) and December 31, ~~2017~~2018			5
	Consolidated Condensed Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (unaudited)			6
	Consolidated Condensed ~~Statement~~Statements of Changes in Total Equity (Deficit) for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (unaudited)			8
	Notes to the Consolidated Condensed Financial Statements (unaudited)			9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3	Quantitative and Qualitative Disclosures About Market Risk			53	48
Item 4	Controls and Procedures			54	49
PART II. OTHER INFORMATION
Item 1	Legal Proceedings			55	50
Item 1A	Risk Factors			55	50
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds			55	50
Item 3	Defaults upon Senior Securities			55	50
Item 4	Mine Safety Disclosures			55	50
Item 5	Other Information			55	50
Item 6	Exhibits			55	51
Signatures			56	53

~~TABLE OF CONTENTS~~Table of Contents

FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “should,” “will”, and “would” or other similar words. You should read statements that contain these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing, changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information. References within this Quarterly Report on Form ~~10-Q~~10‑Q to “we,” “our,” “us” or “Travelport” refer to Travelport Worldwide Limited, a Bermuda company, and its consolidated subsidiaries.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results of continuing operations or those anticipated or predicted by these forward-looking statements:

factors affecting the level of travel activity, particularly air travel volume, including security concerns, pandemics, general economic conditions, natural disasters and other disruptions;

•

our ability to obtain travel provider inventory from travel providers, such as airlines, hotels, car rental companies, cruise-lines and other travel providers;

~~factors affecting the level~~

our ability to maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms;

our ability to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams;

the impact on travel provider capacity and inventory resulting from consolidation of the airline industry;

our ability to grow adjacencies, such as payment and mobile solutions;

general economic and business conditions in the markets in which we operate, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the eurozone;

the impact on business conditions worldwide as a result of political decisions, including the United Kingdom’s (“U.K.”) decision to leave the European Union (“E.U.”);

pricing, regulatory and other trends in the travel industry;

the impact our outstanding indebtedness may have on the way we operate our business;

our ability to achieve expected cost savings from our efforts to improve operational and technological efficiency, including through our consolidation of multiple technology vendors and locations and the centralization of activities;

the impact that the potential Merger (as defined below) transaction may have on our operations; and

maintenance and protection of our information technology (“IT”) and intellectual property.

Table of ~~travel activity, particularly air travel volume, including security concerns, pandemics, general economic conditions, natural disasters and other disruptions;~~Contents

•

~~our ability to obtain travel provider inventory from travel providers, such as airlines, hotels, car rental companies, cruise-lines and other travel providers;~~

•

~~our ability to maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms;~~

•

~~our ability to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams;~~

•

~~the impact on travel provider capacity and inventory resulting from consolidation of the airline industry;~~

•

~~our ability to grow adjacencies, such as payment and mobile solutions;~~

•

~~general economic and business conditions in the markets in which we operate, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the eurozone;~~

•

~~the impact on business conditions worldwide as a result of political decisions, including the United Kingdom’s (“U.K.”) decision to leave the European Union (“E.U.”);~~

•

~~pricing, regulatory and other trends in the travel industry;~~

•

~~the impact our outstanding indebtedness may have on the way we operate our business;~~

•

~~maintenance and protection of our information technology (“IT”) and intellectual property.~~

We caution you that the foregoing list of important factors may not contain all of the factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed

~~TABLE OF CONTENTS~~

in the ~~section~~sections captioned “Risk Factors” in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2017,~~2018, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February ~~20, 2018, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 3, 2018,~~22, 2019, and this Quarterly Report on Form 10-Q, as well as any other cautionary language in this Quarterly Report on Form ~~10-Q,~~10‑Q, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of operations, financial position and cash flows.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

~~TABLE OF CONTENTS~~Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
(in $ thousands, except share data)	2019		2018
Net revenue	$	656,539	$	677,838
Costs and expenses
Cost of revenue		402,032		426,397
Selling, general and administrative		113,194		125,200
Depreciation and amortization		54,026		48,577
Total costs and expenses		569,252		600,174
Operating income		87,287		77,664
Interest expense, net		(34,773)		(14,935)
Loss on early extinguishment of debt		(17)		(27,661)
Other expense		(2,055)		(93)
Income from continuing operations before income taxes		50,442		34,975
Provision for income taxes		(28,050)		(3,491)
Net income from continuing operations		22,392		31,484
Income from discontinued operations, net of tax		—		27,747
Net income		22,392		59,231
Net income attributable to non-controlling interest in subsidiaries		(2,124)		(402)
Net income attributable to the Company	$	20,268	$	58,829
Income per share – Basic:
Income per share – continuing operations	$	0.16	$	0.25
Income per share – discontinued operations		—		0.22
Basic income per share	$	0.16	$	0.47
Weighted average common shares outstanding – Basic		126,508,036		125,428,257
Income per share – Diluted:
Income per share – continuing operations	$	0.16	$	0.25
Income per share – discontinued operations		—		0.22
Diluted income per share	$	0.16	$	0.47
Weighted average common shares outstanding – Diluted		128,220,382		126,131,201
Cash dividends declared per common share	$	—	$	0.075

(in $ thousands, except share data)
Three Months
Ended
June 30,
2018

Three Months
Ended
June 30,
2017

Six Months
Ended
June 30,
2018

Six Months
Ended
June 30,
2017

Net revenue $ 662,008 $ 612,107 �� $ 1,339,846 $ 1,262,870
Costs and expenses
Cost of revenue 427,792 369,708 854,189 756,545
Selling, general and administrative 142,355 114,055 267,555 225,356
Depreciation and amortization 49,568 53,648 98,145 106,557
Total costs and expenses 619,715 537,411 1,219,889 1,088,458
Operating income 42,293 74,696 119,957 174,412
Interest expense, net (23,605) (32,943) (38,540) (63,218)
Loss on early extinguishment of debt — — (27,661) —
Gain on sale of a subsidiary — 1,217 — 1,217
Other expense (371) (846) (464) (1,692)
Income before income taxes 18,317 42,124 53,292 110,719
Provision for income taxes (11,312) (7,758) (14,803) (20,490)
Net income from continuing operations 7,005 34,366 38,489 90,229
Income from discontinued operations, net of tax — — 27,747 —
Net income 7,005 34,366 66,236 90,229
Net (income) loss attributable to non-controlling interest in subsidiaries (861) 561 (1,263) 804
Net income attributable to the Company $ 6,144 $ 34,927 $ 64,973 $ 91,033
Income per share – Basic:
Income per share – continuing operations $ 0.05 $ 0.28 $ 0.30 $ 0.73
Income per share – discontinued operations — — 0.22 —
Basic income per share $ 0.05 $ 0.28 $ 0.52 $ 0.73
Weighted average common shares outstanding – Basic 126,043,518 124,357,929 125,737,328 124,219,917
Income per share – Diluted:
Income per share – continuing operations $ 0.05 $ 0.28 $ 0.29 $ 0.72
Income per share – discontinued operations — — 0.22 —
Diluted income per share $ 0.05 $ 0.28 $ 0.51 $ 0.72
Weighted average common shares outstanding – Diluted 126,979,505 125,756,484 126,504,293 125,634,628
Cash dividends declared per common share $ 0.075 $ 0.075 $ 0.150 $ 0.150

See Notes to the Consolidated Condensed Financial Statements

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~ INCOME

(unaudited)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
(in $ thousands)	2019		2018
Net income	$	22,392	$	59,231
Other comprehensive income, net of tax:
Currency translation adjustment, net of tax		105		4,270
Amortization of actuarial loss to net income, net of tax		3,055		2,473
Other comprehensive income, net of tax:		3,160		6,743
Comprehensive income		25,552		65,974
Comprehensive income attributable to non-controlling interest in subsidiaries		(2,124)		(402)
Comprehensive income attributable to the Company	$	23,428	$	65,572

(in $ thousands)
Three Months
Ended
June 30,
2018

Three Months
Ended
June 30,
2017

Six Months
Ended
June 30,
2018

Six Months
Ended
June 30,
2017
Net income $ 7,005 $ 34,366 $ 66,236 $ 90,229
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax (10,855) 11,962 (6,585) 16,299
Amortization of actuarial loss to net income, net of tax 2,580 2,605 5,053 5,204
Other comprehensive (loss) income, net of tax (8,275) 14,567 (1,532) 21,503
Comprehensive (loss) income (1,270) 48,933 64,704 111,732
Comprehensive (income) loss attributable to non-controlling interest in subsidiaries (861) 561 (1,263) 804
Comprehensive (loss) income attributable to the Company $ (2,131) $ 49,494 $ 63,441 $ 112,536

See Notes to the Consolidated Condensed Financial Statements

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)


	March 31,		December 31,
(in $ thousands, except share data)	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	247,725	$	213,001
Accounts receivable (net of allowances for doubtful accounts of $9,261 and $8,415 as of March 31, 2019 and December 31, 2018, respectively)		259,769		209,834
Other current assets		115,075		113,605
Total current assets		622,569		536,440
Property and equipment, net		487,236		495,699
Operating lease right-of-use assets		57,301		—
Goodwill		1,083,081		1,083,766
Trademarks and tradenames		313,097		313,097
Other intangible assets, net		408,172		423,512
Deferred income taxes		21,782		21,229
Other non-current assets		60,146		55,314
Total assets	$	3,053,384	$	2,929,057
Liabilities and equity
Current liabilities:
Accounts payable	$	81,497	$	65,936
Accrued expenses and other current liabilities		529,170		506,266
Current portion of long-term debt		59,238		57,497
Current portion of operating lease liabilities		12,664		—
Total current liabilities		682,569		629,699
Long-term debt		2,180,284		2,194,537
Long-term operating lease liabilities		57,428		—
Deferred income taxes		38,919		37,254
Other non-current liabilities		216,240		219,925
Total liabilities		3,175,440		3,081,415
Commitments and contingencies (Note 13)
Shareholders’ equity (deficit):
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of March 31, 2019 and December 31, 2018)		—		—
Common shares ($0.0025 par value; 560,000,000 shares authorized; 128,326,915 shares and 128,229,030 shares issued; 126,523,035 shares and 126,436,176 shares outstanding as of March 31, 2019 and December 31, 2018, respectively)		320		320
Additional paid in capital		2,685,538		2,680,615
Treasury shares, at cost (1,803,880 shares and 1,792,854 shares as of March 31, 2019 and December 31, 2018, respectively)		(27,796)		(27,623)
Accumulated deficit		(2,628,493)		(2,648,761)
Accumulated other comprehensive loss		(171,793)		(174,953)
Total shareholders’ equity (deficit)		(142,224)		(170,402)
Equity attributable to non-controlling interest in subsidiaries		20,168		18,044
Total equity (deficit)		(122,056)		(152,358)
Total liabilities and equity	$	3,053,384	$	2,929,057

(in $ thousands, except share data)
June 30,
2018

December 31,
2017

Assets
Current assets:
Cash and cash equivalents $ 183,510 $ 122,039
Accounts receivable (net of allowances for doubtful accounts of $8,913 and $10,245, respectively) 262,407 206,524
Other current assets 125,071 109,724
Total current assets 570,988 438,287
Property and equipment, net 490,806 431,741
Goodwill 1,086,193 1,089,590
Trademarks and tradenames 313,097 313,097
Other intangible assets, net 470,200 496,180
Deferred income taxes 22,394 12,796
Other non-current assets 72,735 76,808
Total assets $ 3,026,413 $ 2,858,499
Liabilities and equity
Current liabilities:
Accounts payable $ 79,037 $ 73,278
Accrued expenses and other current liabilities 570,171 509,068
Current portion of long-term debt 56,527 64,291
Total current liabilities 705,735 646,637
Long-term debt 2,216,331 2,165,722
Deferred income taxes 37,571 34,899
Other non-current liabilities 197,496 203,562
Total liabilities 3,157,133 3,050,820
Commitments and contingencies (Note 13)
Shareholders’ equity (deficit):
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of June 30, 2018 and December 31, 2017) — —
Common shares ($0.0025 par value; 560,000,000 shares authorized;
127,876,316 shares and 126,967,010 shares issued; 126,137,333
shares and 125,346,613 shares outstanding as of June 30, 2018 and
December 31, 2017, respectively) 319 317
Additional paid in capital 2,694,541 2,700,133
Treasury shares, at cost (1,738,983 shares and 1,620,397 shares as of June 30, 2018 and December 31, 2017, respectively) (26,792) (24,755)
Accumulated deficit (2,656,416) (2,722,375)
Accumulated other comprehensive loss (157,153) (155,621)
Total shareholders’ equity (deficit) (145,501) (202,301)
Equity attributable to non-controlling interest in subsidiaries 14,781 9,980
Total equity (deficit) (130,720) (192,321)
Total liabilities and equity $ 3,026,413 $ 2,858,499

See Notes to the Consolidated Condensed Financial Statements

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
(in $ thousands)	2019		2018
Operating activities
Net income	$	22,392	$	59,231
Income from discontinued operations, net of tax		—		(27,747)
Net income from continuing operations		22,392		31,484
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		54,026		48,577
Amortization of customer loyalty payments		16,454		22,343
Impairment of long-lived assets		3,968		491
Amortization of debt finance costs and debt discount		836		1,890
Loss on early extinguishment of debt		17		27,661
Unrealized (gain) loss on foreign exchange derivative instruments		(4,448)		242
Unrealized loss (gain) on interest rate derivative instruments		7,727		(10,430)
Equity-based compensation		3,843		5,056
Deferred income taxes		1,052		(9,836)
Customer loyalty payments		(18,046)		(27,366)
Pension liability contribution		(2,916)		(338)
Changes in assets and liabilities:
Accounts receivable, net		(50,065)		(62,768)
Other current assets		342		(8,057)
Accounts payable, accrued expenses and other current liabilities		41,138		53,750
Other		7,169		10,398
Net cash provided by operating activities	$	83,489	$	83,097

Investing activities
Property and equipment additions	$	(34,097)	$	(36,663)
Net cash used in investing activities	$	(34,097)	$	(36,663)

(in $ thousands)
Six Months
Ended
June 30,
2018

Six Months
Ended
June 30,
2017
Operating activities
Net income $ 66,236 $ 90,229
Income from discontinued operations, net of tax (27,747) —
Net income from continuing operations 38,489 90,229
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization 98,145 106,557
Amortization of customer loyalty payments 44,491 37,452
Impairment of long-lived assets 11,643 685
Amortization of debt finance costs and debt discount 2,751 5,369
Gain on sale of a subsidiary — (1,217)
Loss on early extinguishment of debt 27,661 —
Unrealized loss (gain) on foreign exchange derivative instruments 20,838 (20,920)
Unrealized (gain) loss on interest rate derivative instruments (12,826) 3,001
Equity-based compensation 11,904 15,522
Deferred income taxes �� (7,489) 203
Customer loyalty payments (55,675) (35,385)
Pension liability contribution (704) (1,202)
Changes in assets and liabilities:
Accounts receivable, net (55,615) (41,349)
Other current assets (8,340) 3,346
Accounts payable, accrued expenses and other current liabilities 75,981 11,479
Other 11,032 4,837
Net cash provided by operating activities $ 202,286 $ 178,607
Investing activities
Property and equipment additions $ (74,466) $ (46,829)
Sale of subsidiary, net of cash disposed — (3,433)
Net cash used in investing activities $ (74,466) $ (50,262)

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS—(Continued)

(unaudited)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
(in $ thousands)	2019		2018
Financing activities
Proceeds from term loans	$	—	$	1,400,000
Proceeds from issuance of senior secured notes		—		745,000
Repayment of term loans		(5,500)		(2,153,750)
Repayment of finance lease obligations		(9,366)		(7,409)
Repayment of other indebtedness		(263)		(591)
Debt finance costs and lender fees		—		(17,381)
Dividend to shareholders		—		(9,427)
Proceeds from share issuance under employee share purchase plan and stock options		463		2,088
Treasury share purchase related to vesting of equity awards		(173)		(235)
Net cash used in financing activities	$	(14,839)	$	(41,705)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash		202		397
Net increase in cash, cash equivalents and restricted cash		34,755		5,126
Cash, cash equivalents and restricted cash at beginning of period		216,380		122,039
Cash, cash equivalents and restricted cash at end of period (Note 8)	$	251,135	$	127,165

Supplemental disclosures of cash flow information
Interest payments, net of capitalized interest	$	37,267	$	31,530
Income tax payments, net of refunds		8,118		11,902
Right-of-use assets obtained in exchange for finance lease liabilities		1,943		2,164
Non-cash purchase of property and equipment		—		4,220

See Notes to the Consolidated Condensed Financial Statements

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF ~~CASH FLOWS—(Continued)~~
CHANGES IN TOTAL EQUITY (DEFICIT)

(unaudited)


											Accumulated		Non-
				Additional							Other		Controlling		Total
	Common Shares			Paid in		Treasury Shares			Accumulated		Comprehensive		Interest in		Equity
(in $ thousands, except share data)	Number		Amount	Capital		Number		Amount	Deficit		Loss		Subsidiaries		(Deficit)
Balance as of December 31, 2018	128,229,030	$	320	$	2,680,615	1,792,854	$	(27,623)	$	(2,648,761)	$	(174,953)	$	18,044	$	(152,358)
Equity-based compensation	97,885		—		4,923	—		—		—		—		—		4,923
Treasury shares purchased in relation to vesting of equity awards	—		—		—	11,026		(173)		—		—		—		(173)
Comprehensive income, net of tax	—		—		—	—		—		20,268		3,160		2,124		25,552
Balance as of March 31, 2019	128,326,915	$	320	$	2,685,538	1,803,880	$	(27,796)	$	(2,628,493)	$	(171,793)	$	20,168	$	(122,056)

(in $ thousands)
Six Months
Ended
June 30, 2018

Six Months
Ended
June 30, 2017

Financing activities
Proceeds from term loans $ 1,400,000 $ —
Proceeds from issuance of senior secured notes 745,000 —
Repayment of term loans (2,153,750) (11,875)
Repayment of capital lease obligations and other indebtedness (18,978) (19,490)
Debt finance costs and lender fees (21,524) —
Dividend to shareholders (19,037) (18,857)
Purchase of non-controlling interest in a subsidiary — (1,063)
Proceeds from share issuance under employee share purchase plan and stock options 6,080 1,116
Treasury share purchase related to vesting of equity awards (2,581) (2,383)
Other (680) —
Net cash used in financing activities $ (65,470) $ (52,552)
Effect of changes in exchange rates on cash and cash equivalents (879) 782
Net increase in cash and cash equivalents 61,471 76,575
Cash and cash equivalents at beginning of period 122,039 139,938
Cash and cash equivalents at end of period $ 183,510 $ 216,513
Supplemental disclosures of cash flow information
Interest payments, net of capitalized interest $ 40,512 $ 56,447
Income tax payments, net of refunds 26,131 14,457
Non-cash capital lease asset additions 61,766 12,174
Non-cash purchase of property and equipment 4,220 —


											Accumulated		Non-
				Additional							Other		Controlling		Total
	Common Shares			Paid in		Treasury Shares			Accumulated		Comprehensive		Interest in		Equity
(in $ thousands, except share data)	Number		Amount	Capital		Number		Amount	Deficit		Loss		Subsidiaries		(Deficit)
Balance as of December 31, 2017	126,967,010	$	317	$	2,700,133	1,620,397	$	(24,755)	$	(2,722,375)	$	(155,621)	$	9,980	$	(192,321)
Change in accounting policy for revenue recognition	—		—		—	—		—		986		—		—		986
Dividend to shareholders ($0.075 per common share)	—		—		(9,699)	—		—		—		—		—		(9,699)
Equity-based compensation	293,143		1		7,342	—		—		—		—		956		8,299
Purchase of non-controlling interest in a subsidiary	—		—		(1,887)	—		—		—		—		1,887		—
Treasury shares purchased in relation to vesting of equity awards	—		—		—	17,445		(235)		—		—		—		(235)
Treasury shares issued in relation to vesting of equity awards	—		—		(123)	(8,008)		123		—		—		—		—
Comprehensive income, net of tax	—		—		—	—		—		58,829		6,743		402		65,974
Balance as of March 31, 2018	127,260,153	$	318	$	2,695,766	1,629,834	$	(24,867)	$	(2,662,560)	$	(148,878)	$	13,225	$	(126,996)

See Notes to the Consolidated Condensed Financial Statements

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

~~CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY (DEFICIT)~~
~~(unaudited)~~

Common Shares Additional
Paid in
Capital Treasury Shares Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Non-
Controlling
Interest in
Subsidiaries Total
Equity
(Deficit)
(in $ thousands, except share data) Number Amount Number Amount
Balance as of December 31, 2017 126,967,010 $ 317 $ 2,700,133 1,620,397 $ (24,755) $ (2,722,375) $ (155,621) $ 9,980 $ (192,321)
Change in accounting policy for revenue recognition (see Note 3) — — — — — 986 — — 986
Dividend to shareholders ($0.150 per
common share) — — (19,579) — — — — — (19,579)
Equity-based compensation 909,306 2 16,418 — — — — 1,651 18,071
Purchase of a non-controlling interest in a subsidiary — — (1,887) — — — — 1,887 —
Treasury shares purchased in relation
to vesting of equity awards — — — 154,232 (2,581) — — — (2,581)
Treasury shares issued in relation to vesting of equity awards — — (544) (35,646) 544 — — — —
Comprehensive income, net of tax — — — — — 64,973 (1,532) 1,263 64,704
Balance as of June 30, 2018 127,876,316 $ 319 $ 2,694,541 1,738,983 $ (26,792) $ (2,656,416) $ (157,153) $ 14,781 $ (130,720)

Common Shares Additional
Paid in
Capital Treasury Shares Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Non-
Controlling
Interest in
Subsidiaries Total
Equity
(Deficit)
(in $ thousands, except share data) Number Amount Number Amount
Balance as of December 31, 2016 124,941,233 $ 312 $ 2,708,836 908,872 $ (14,166) $ (2,864,838) $ (190,072) $ 24,146 $ (335,782)
Dividend to shareholders ($0.150 per
common share) — — (19,816) — — — — — (19,816)
Purchase of non-controlling interest
in a subsidiary — — (47) — — — — (1,016) (1,063)
Sale of shares in a subsidiary — — — — — — — (15,539) (15,539)
Equity-based compensation 520,919 1 14,034 — — — — 2,332 16,367
Treasury shares purchased in relation
to vesting of equity awards — — — 189,311 (2,383) — — — (2,383)
Treasury shares issued in relation to vesting of equity awards — — (639) (41,009) 639 — — — —
Comprehensive income, net of tax — — — — — 91,033 21,503 (804) 111,732
Balance as of June 30, 2017 125,462,152 $ 313 $ 2,702,368 1,057,174 $ (15,910) $ (2,773,805) $ (168,569) $ 9,119 $ (246,484)

~~See Notes to the Consolidated Condensed Financial Statements~~

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

Basis of Presentation and the Merger

Basis of Presentation

Travelport Worldwide Limited (the “Company” or “Travelport”) is a technology company that operates a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism ~~industry. With~~industry, with a presence in approximately 180 countries and ~~territories, Travelport business is comprised of:~~

territories.

The Travel Commerce Platform, through which the Company facilitates travel commerce, ~~by connecting~~connects the world’s leading travel providers (“customers”), such as airlines, hotel chains and car rental companies with online and offline travel buyers, ~~in the Company’s proprietary business-to-business (“B2B”)~~including travel ~~platform.~~agencies, travel management companies and corporations. As customer needs and technologies evolve, Travelport continues to invest in its Travel Commerce Platform. Travelport has led innovation in electronic distribution and merchandising of airline core and ancillary products and extensively ~~divested~~diversified its offerings to hotel, car rental, rail, cruise-line and tour operators. In addition, Travelport has leveraged its domain expertise in the travel industry to design a pioneering ~~B2B~~business-to-business (“B2B”) travel payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. The Company also has a strong focus on mobile commerce, providing a wide range of services that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through digital services, including apps, corporate booking tools and mobile messaging. Travelport utilizes the extensive data managed by its platform to provide an array of additional services, such as advertising solutions, subscription services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users. Through its Technology Services, Travelport provides critical information technology and hosting services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions, enabling them to focus on their core business competencies and reduce costs. The Company hosts reservations, inventory management and other related critical systems for Delta Air Lines Inc.

The Company has two operating and reportable segments, ~~Travelport~~Travel Solutions and ~~eNett; however, the Company reports them together as one reportable segment as eNett does not meet the criteria for a separate reportable segment.~~

Payment Solutions (see Note 16 – Segment and Geographical Information).

These consolidated condensed financial statements and other consolidated condensed financial information included in this Quarterly Report on Form ~~10-Q~~10‑Q are unaudited, with the exception of the December 31, ~~2017~~2018 consolidated condensed balance sheet, which was derived from audited consolidated financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Certain disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

In presenting the consolidated condensed financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These consolidated condensed financial statements should be read in conjunction with the Company’s Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2017~~2018 filed with the SEC on February ~~20, 2018.~~

22, 2019.

The Merger

On December 9, 2018, the Company ~~has reclassified prior period information as a result~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the ~~Company’s adoption~~joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Travelport,

Table of ~~new guidance on pensions as further described in Note 2—Recently Issued Accounting Pronouncements.~~

~~TABLE OF CONTENTS~~Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are each affiliated with Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Siris Cayman Fund IV”). Parent, Merger Sub and Siris Cayman Fund IV are each affiliated with Siris Capital Group, LLC (“Siris”). Siris is a private equity firm headquartered in New York, New York. Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Funds”) have agreed to invest alongside Siris Cayman Fund IV in the transactions contemplated by the Merger Agreement and are each affiliated with Evergreen Coast Capital Corp. (“Evergreen”). Evergreen is an affiliate of Elliott Management Corporation that is specifically focused on private equity investments.

If the Merger is completed, the shareholders of the Company will be entitled to receive $15.75 in cash, less any applicable withholding taxes, for each common share of Travelport owned by them. Further, the common shares of the Company will no longer be publicly traded and will be delisted from the New York Stock Exchange. In addition, the common shares of the Company will be deregistered under the Securities Exchange Act of 1934, as amended, and the Company will no longer file periodic reports with the SEC.

The shareholders of the Company approved the Merger on March 15, 2019. However, the consummation of the Merger is subject to additional closing conditions, including approval under the competition laws of Russia.

2. Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted

~~Equity-Based Compensation—Modification Accounting~~

Leases

In ~~May 2017,~~February 2016, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) issued new guidance ~~clarifying when modification~~on lease accounting ~~should be used~~that establishes a right-of-use (“ROU”) model and requires a lessee to record a ROU asset and a lease liability on the balance sheet for ~~changes to the~~all leases with terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and will not be required if the changes are considered non-substantive. The Company adopted the provisions oflonger than 12 months. Under this guidance, ~~prospectively effective January 1, 2018~~leases are classified as ~~required under~~either finance or operating, with the ~~guidance. The adoption~~classification affecting the pattern of ~~this guidance did not have an impact on the Company’s consolidated condensed financial statements.~~

~~Pension~~

In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and post-retirement benefit cost (“net benefit cost”). The new guidance requires the service cost component of net benefit cost to be presented as part of the other employee compensation costs in operating income, which can be further considered for capitalization as part of the capitalization policy, and to present the other components of net benefit cost, including interest costs, expected return on plan assets and amortization of actuarial gain or loss (the “other components”) separately, in one or more line items, outside of operating income. Further, the new guidance requires a disclosure of the line items that contain the other components of net benefit cost in the footnotes to the financial statements if they are not presented on appropriately described separate linesexpense recognition in the statement of operations. The guidance requires adoption using a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued further guidance to provide another option for transition under which the comparative periods presented in the financial statements in the year of adoption were not required to be restated. Under this transition method, a company could apply the transition provisions on January 1, 2019 (i.e. the effective date).

The Company adopted the provisions of this guidance effective January 1, ~~2018,~~2019, applying the modified retrospective method to all qualifying leases existing at, or entered into, after January 1, 2019 and with a lease term of greater than 12 months. The Company elected to apply the package of practical expedients that does not require it to reassess the following for any expired or existing leases at the transition date: (i) whether any contractual arrangements are or contain leases, (ii) lease classification as ~~required~~operating or finance and (iii) initial direct costs incurred.

The adoption of the new lease guidance as of January 1, 2019 resulted in an increase in the Company’s total assets of $61 million and an increase in its total liabilities of $74 million, arising from the recognition of operating lease ROU assets and operating lease liabilities. The difference of $13 million represented deferred rent for leases that existed as of the date of adoption, which was an offset to the opening balance of operating lease ROU assets. The accounting for finance leases under the new guidance remained substantially unchanged and there was no impact on the Company’s finance lease assets and obligations upon adoption of this guidance.

Financial information for the ~~three~~reporting periods beginning after January 1, 2019 is presented under the new lease guidance, while prior period amounts are not adjusted and ~~six months ended June 30, 2017,~~continue to be reported under the ~~Company reclassified $1 million and $2 million, respectively, related~~previous lease guidance, resulting in a balance sheet presentation that is not comparable to the ~~other components from selling, general~~prior periods in the first year of adoption. Under the

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

new guidance, leases previously described as capital lease assets and ~~administrative expense~~capital lease liabilities are now referred to ~~other expense within~~as finance lease ROU assets and finance lease liabilities, respectively, to conform to the current period presentation.

There was no impact on Company’s accumulated deficit balance as of January 1, 2019. Further, there was no impact on the Company’s consolidated condensed statements of ~~operations. The adoption~~operations, total equity (deficit) and cash flows for the quarter ended March 31, 2019 resulting from the application of ~~this~~new lease guidance ~~did not have an impact on the Company’s net income, consolidated condensed balance sheets or statements of cash flows.~~

~~Goodwill Impairment~~

(see Note 12 – Leases).

Accounting Pronouncements Not Yet Adopted

Intangibles—Implementation Costs Incurred in a Cloud Computing Arrangement

In ~~January 2017,~~August 2018, the FASB issued new guidance ~~to simplify the~~on a customer’s accounting for ~~goodwill impairment. The~~implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor, which is a service contract. Under the new guidance, ~~removes step two of~~customers will apply the ~~goodwill impairment test, which requires~~same criteria for capitalizing implementation costs as they would for an arrangement that has a ~~hypothetical purchase price allocation. Under this guidance a goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value.~~software license. The new guidance also prescribes the balance sheet, income statement and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. This guidance is ~~applicable~~effective for the Company for the interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. The Company can choose to adopt the new guidance (1) prospectively to eligible costs incurred on or after the date this guidance is first applied or (2) retrospectively. The Company is currently evaluating the impact of this guidance on its consolidated condensed financial statements.

Defined Benefit Plans

In August 2018, the FASB issued new guidance that amends certain of the ~~amendments~~existing guidance to add, remove and clarify disclosure requirements related to defined benefit pension and other post-retirement plans. The guidance requires a company to additionally disclose reasons for significant gains and losses affecting the benefit obligation for the period. The guidance no longer requires certain disclosures, including disclosures on the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for post-retirement health care benefits. This guidance is effective for the Company for the annual reporting periods ending after December 15, 2020 and has to be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated condensed financial statements.

Fair Value Measurements

In August 2018, the FASB issued new guidance that amends certain of the existing guidance to add, remove and modify disclosure requirements related to fair value measurements. The guidance requires additional disclosures, including the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance no longer requires certain disclosures, including the policy for timing of transfers between levels of the fair value hierarchy and valuation processes for Level 3 fair value measurements. This guidance is effective for the Company for the reporting periods beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any ~~impairment tests performed after January 1, 2017 and requires its application using a prospective transition method.~~eliminated or modified disclosures upon issuance of this guidance. The Company ~~early adopted~~is currently evaluating the ~~provisions~~impact of this guidance ~~effective January 1, 2018. The adoption of this guidance did not have an impact~~ on ~~the Company’s~~its consolidated condensed financial statements.

~~Restricted Cash~~

In November 2016, the FASB issued guidance that requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. The guidance also requires a reconciliation of cash, cash equivalents and restricted cash balances disclosed in the balance sheet with the corresponding amounts as shown in the statement of cash flows. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements.

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~2. Recently Issued Accounting Pronouncements (Continued)~~

~~Statement of Cash Flows~~

In August 2016, the FASB issued guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The amendments provide specific guidance relating to the classification of certain items, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investments and cash flows classification based on its predominate source or use. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements.

~~Financial Instruments~~

In January 2016, the FASB issued guidance that amends the current guidance on the classification and measurement of financial instruments. The guidance significantly revises the accounting related to (i) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements.

~~Revenue Recognition~~

In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenue is recognized when control of the promised services is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have a material impact on the Company’s consolidated condensed financial statements (see Note 3—Revenue).

~~Accounting Pronouncements Not Yet Adopted~~

Financial Instruments—Credit Losses

In June 2016, the FASB issued guidance that amends the accounting for credit losses on financial instruments. The guidance adds an impairment model that is based on expected losses rather than incurred losses. Under this new guidance,

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

allowance for credit losses will be recognized based on the estimate of expected credit losses, which will result in more timely recognition of such losses. The guidance requires all

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~2. Recently Issued Accounting Pronouncements (Continued)~~

available relevant information to be considered when estimating expected credit losses, including details about past events, current conditions and reasonable and supportable forecasts and their implications for expected credit losses. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2019 and requires its application using a retrospective transition method. The Company is currently evaluating the impact of the amended guidance on its consolidated condensed financial statements.

~~Leases~~

In February 2016, the FASB issued guidance on lease accounting that supersedes the current guidance on leases. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The guidance requires adoption using a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements.

In July 2018, the FASB issued further guidance to provide another option for transition under which the comparative periods presented in the financial statements in the year of adoption will not need to be restated. Under this transition method, the entity can apply the transition provisions on January 1, 2019 (i.e. the effective date). The Company expects to adopt the new lease guidance by applying the transition provisions on January 1, 2019.

The Company is currently evaluating the impact of the guidance on its consolidated condensed financial statements and related disclosures, controls and processes including evaluating the use of optional practical expedients. Further, the Company has selected a lease accounting system to assist with the accounting and disclosure requirements under the new guidance and is currently analyzing its inventory of existing operating leases. The Company expects a majority of its existing operating leases, with minimum lease commitments as of June 30, 2018 of $98 million, will be subject to the new guidance. Upon adoption of the guidance, the Company will recognize operating lease ROU assets and operating lease liabilities on its consolidated condensed balance sheets that will increase its total assets and liabilities. Although, the new guidance is not expected to materially impact the Company’s consolidated condensed statements of operations or its consolidated condensed statements of cash flows, the guidance requires enhanced disclosures related to the nature, amount, timing and uncertainty of cash flows arising from operating and finance leases contracts.

3. Revenue

On January 1, 2018, the Company adopted the new revenue recognition guidance applying the modified retrospective method to all contracts. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue recognition guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under previous revenue recognition guidance. The Company recorded a $1 million reduction to its accumulated deficit balance as of January 1, 2018, representing the cumulative impact of adopting the new revenue recognition guidance, which primarily relates to the timing of recognition of hotel reservations in the Company’s Beyond Air revenue. For the three and six months ended June 30, 2018, there was an immaterial impact to net revenue as a result of applying the new revenue recognition guidance.

The Company operates a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. Through its Travel Commerce Platform, the Company connects travel providers (“customers”), such as airlines, hotel chains and car rental companies, with online and offline travel buyers, including travel agencies, travel management companies and corporations. The Company also provides critical information technology services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions.

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~3. Revenue (Continued)~~

The following table presents the Company’s net revenue disaggregated by its source. Sales and usage-based taxes are excluded from net revenue.

(in $ thousands)
Three Months Ended
June 30, 2018

Six Months Ended
June 30, 2018

Air $ 443,947 $ 916,882
Beyond Air 194,021 373,772
Travel Commerce Platform(1)
637,968 1,290,654
Technology Services 24,040 49,192
Net revenue $ 662,008 $ 1,339,846


	Three Months Ended		Three Months Ended
(in $ thousands)	March 31, 2019		March 31, 2018
Air	$	452,687	$	472,935
Beyond Air		180,412		179,751
Travel Commerce Platform (1)		633,099		652,686
Technology Services		23,440		25,152
Net revenue	$	656,539	$	677,838

~~(1)~~

~~Includes $13~~

(1)

Includes $15 million and $18 million of Travel Commerce Platform revenue for the three months ended March 31, 2019 and 2018, respectively, that does not represent revenue recognized from contracts with customers.

The Company’s operations are organized into two operating segments: (i) Travel Solutions and ~~$31 million of~~(ii) Payment Solutions. Travel ~~Commerce Platform revenue for the three and six months ended June 30, 2018, respectively, that does not represent revenue recognized from contracts with customers.~~

~~Travel Commerce Platform Revenue~~

Travel Commerce Platform revenue primarily utilizes a transaction volume model to recognize revenue. The Company charges a fee per segment booked. The Company also receives a fee for cancellations of bookings previously made onSolutions comprise Air, Beyond Air (excluding the Company’s ~~platform~~B2B travel payment solutions) and ~~a fee for tickets issued by~~Technology Services. Payment Solutions comprise the ~~Company that were originally booked on an alternative system.~~

Revenue for air bookings is recognized at the time of reservation, net of estimated cancellations and anticipated incentives payable to customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations (net of cancellation fees).

~~The~~ Company’s ~~Beyond Air portfolio includes hospitality,~~B2B travel payment solutions digital services, advertising and other platform services. Revenue for hotel reservations is recognized upon check-in, and revenue for car reservations is recognized upon pick-up, as such reservations can generally be cancelled without penalty.through eNett International (Jersey) Limited (“eNett”). The Company’s payment solutions revenue is earned primarily as a percentage of total transaction value in the form of a share of interchange fees. Revenue is recognized at the point in time when the payment is processed.table below sets forth segment net revenue:


	Three Months Ended		Three Months Ended
(in $ thousands)	March 31, 2019		March 31, 2018
Travel Solutions	$	573,158	$	604,059
Payment Solutions		83,381		73,779
Net revenue	$	656,539	$	677,838

The Company collects annual fees from travel agencies, internet sites and other subscribers to access the applications on its Travel Commerce Platform, including providing the ability to access schedule and fare information, book reservations and issue tickets. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided.

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~3. Revenue (Continued)~~

The table below sets forth Travel Commerce Platform revenue disaggregated by region:


	Three Months Ended		Three Months Ended
(in $ thousands)	March 31, 2019		March 31, 2018
Asia Pacific	$	158,664	$	141,551
Europe		218,947		244,442
Latin America and Canada		33,125		29,859
Middle East and Africa		84,747		79,106
International		495,483		494,958
United States		137,616		157,728
Travel Commerce Platform (1)	$	633,099	$	652,686

(in $ thousands)
Three Months Ended
June 30, 2018

Six Months Ended
June 30, 2018

Asia Pacific $ 144,991 $ 286,542
Europe 223,340 467,782
Latin America and Canada 29,456 59,315
Middle East and Africa 81,663 160,769
International 479,450 974,408
United States 158,518 316,246
Travel Commerce Platform(1)
$ 637,968 $ 1,290,654

(1)

~~(1)~~

~~Includes $13 million and $31 million~~

Table of ~~Travel Commerce Platform revenue for the three and six months ended June 30, 2018, respectively, that does not represent revenue recognized from contracts with customers.~~Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~Technology Services Revenue~~

The Company collects fees, generally on a monthly basis under long-term contracts, for providing hosting solutions and other services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided.

Contract Balances

Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the ~~entity~~Company has received consideration (or the amount is due) from the customer.

As of ~~June 30, 2018,~~March 31, 2019, the Company did not have contract assets. The opening and closing balances of the Company’s accounts ~~receivables~~receivable and contract liabilities (current and non-current) are as follows:

Contract Liabilities
(in $ thousands)
Accounts
Receivable, net(1)

Deferred Revenue
(current)(1)

Deferred Revenue
(non-current)(1)

Balance as of June 30, 2018 $ 219,735 $ 32,398 $ 5,678
Balance as of January 1, 2018 174,765 32,010 6,056
Increase $ 44,970 $ 388 $ (378)


			Contract Liabilities
(in $ thousands)		Accounts Receivable, net (1)		Deferred Revenue (current) (1)		Deferred Revenue (non-current) (1)
Balance as of March 31, 2019	$	213,474	$	14,918	$	7,171
Balance as of December 31, 2018		167,447		14,449		7,462
Increase (Decrease)	$	46,027	$	469	$	(291)

~~(1)~~

~~Accounts receivables,~~

(1)

Accounts receivable, net, and deferred revenue exclude balances not related to contracts with customers.

~~The majority~~

Substantially all of the Company’s Air revenue within its Travel Commerce Platform is collected through the International Air Transport Association (“IATA”), the Airline Clearing House (“ACH”) and other similar clearing houses, whereby the payments are submitted monthly to the IATA or the ACH and are settled (on a net basis) within approximately 30 days. Airlines that do not settle payments through ~~the ACH~~them and customers in Beyond Air and Technology Services are generally invoiced on a monthly basis, and the payments are generally received within approximately 30 –to 60 days.

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~3. Revenue (Continued)~~

Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. The cash payments received or due in advance of the satisfaction of the Company’s performance obligations ~~was~~were offset by ~~$12~~$5 million of net revenue recognized that was included in the deferred revenue balance as of ~~January 1,~~December 31, 2018.

Remaining Performance Obligations

As of ~~June 30, 2018,~~March 31, 2019, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately ~~$63~~$47 million, of which the Company expects to recognize revenue of approximately ~~79%~~82% over the next 24 months, including approximately ~~50%~~52% over the next 12 months.

The Company does not disclose the value of its unsatisfied performance obligations for (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services performed.

4. Income Taxes

The Company’s tax provision differs significantly from the expected provision amount calculated at the U.S. federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-U.S. jurisdictions with varying income tax rates, (ii) a valuation allowance maintained in various jurisdictions, including the U.S. and the U.K., due to historical losses in such jurisdictions, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions, including limitation to the tax deductibility of interest expense in the U.K., (iv) certain income or gains that are not subject to tax and (v) items identified as discrete during the interim ~~period, (vi) the impact of the U.S. Tax Reforms (as defined below) and (vii) the impact of changes in the U.K. to the tax deductibility of interest.~~

periods.

As of December 31, ~~2017,~~2018, the Company had U.S. federal net operating losses (“NOL”) carry forwards of approximately ~~$400~~$399 million, which expire between ~~2032~~2030 and 2037 and $17 million that can be utilized indefinitely, state

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOL carry forwards, which expire between ~~2018~~2019 and ~~2037,~~2038, and alternative minimum tax ~~(“AMT”)~~ and other tax credits carry forward of approximately ~~$27~~$28 million. The Company had other ~~non—~~non–U.S. NOL carry forwards of ~~$345~~$393 million that expire between three years and indefinitely. As of December 31, ~~2017,~~2018, the deferred tax asset in respect of these U.S. and ~~non—~~non–U.S. NOL carry forwards and U.S. tax credits was ~~$197~~$208 million. The Company believes it is more likely than not that the benefit from certain U.S. federal, U.S. state and ~~non—~~non–U.S. NOL carry forwards and other deferred tax assets will not be realized. Consequently, the Company has recorded valuation allowances of ~~$187~~$186 million against such deferred tax assets as of December 31, ~~2017.~~

2018. The Company also maintains a deferred tax asset of $101 million resulting from intra-entity transfer of assets (intra-group intangibles) with an associated full valuation allowance (as it is more-likely-than-not that this deferred tax asset will not be realized).

The Company regularly assesses its ability to realize deferred tax assets. As of ~~June 30, 2018,~~March 31, 2019, the Company’s estimated annual effective tax rate includes the impact of ~~(i)~~ releasing a portion of the valuation allowance associated with the U.S. NOL carry forwards due to an increase in taxable temporary differences that support deferred tax asset ~~utilization and (ii) releasing a portion of the valuation allowance associated with the U.K. NOL carry forwards (see below).~~utilization. However, the Company ~~has maintained~~maintains a valuation allowance on the remaining deferred tax assets. Future realized earnings performance and changes in future earnings projections, among other factors, may cause an adjustment to the conclusion as to whether it is more likely than not that the Company will realize the benefit of the deferred tax assets. This would impact the income tax expense in the period for which it is determined that these factors have changed.

~~As a result of~~

For the ~~Company’s debt restructuring in~~three months ended March ~~2018 (see Note 11—Long-Term Debt),~~31, 2019, the Company ~~expects~~recognized a $10 million charge for uncertain tax position related to the realizability of U.K. NOL carry forwards. In the first quarter of 2018, the Company expected that there ~~will~~would be future taxable income in the U.K. other than the reversal of deferred tax liabilities. Consequently, the Company ~~has~~ realized a net benefit of $10 million ~~in the first quarter of 2018~~ following the release of the valuation allowance on the deferred tax assets associated with its U.K. NOL carry forwards.

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~4. Income Taxes (Continued)~~

The Company’s preliminary estimate of the impact of the comprehensive changes to the U.S. tax legislation that were enacted in December 2017 under the Tax Cuts and Jobs Act (the “U.S. Tax Reforms”) is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the U.S. Tax Reforms, the impact of state income taxes, administrative interpretations or court decisions interpreting the U.S. Tax Reforms that may require further adjustments and changes in the Company’s estimates that could be beneficial or adverse. The Company continued to assess the impact of the U.S. Tax Reforms during the six months ended June 30, 2018 and expects to complete its assessment and resultant accounting, if any, by December 2018 (being the one—year measurement period from the date of enactment of the U.S. Tax Reforms).

5. Other Current Assets

Other current assets consisted of:


	March 31,		December 31,
(in $ thousands)	2019		2018
Prepaid expenses	$	33,853	$	40,679
Sales and use tax receivables		29,226		27,768
Prepaid incentives		20,220		14,316
Client funds		18,403		11,224
Derivative assets		4,617		9,700
Other		8,756		9,918
	$	115,075	$	113,605

(in $ thousands)
June 30,
2018

December 31,
2017

Client funds $ 26,922 $ 15,774
Sales and use tax receivables 32,003 30,163
Prepaid expenses 26,651 24,271
Prepaid incentives 16,546 16,677
Derivative assets 13,587 15,233
Other 9,362 7,606
$ 125,071 $ 109,724

Client funds represent cash held on behalf of clients for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments.

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

6. Property and Equipment, Net

Property and equipment, net, consisted of:


	March 31, 2019						December 31, 2018
			Accumulated						Accumulated
(in $ thousands)	Cost		depreciation		Net		Cost		depreciation		Net
Capitalized software	$	1,058,612	$	(816,579)	$	242,033	$	989,410	$	(787,544)	$	201,866
Computer equipment		118,723		(92,208)		26,515		120,673		(89,716)		30,957
Finance lease right-of-use assets		215,596		(84,800)		130,796		215,065		(75,780)		139,285
Building and leasehold improvements		32,579		(15,979)		16,600		32,235		(15,282)		16,953
Construction in progress		71,292		—		71,292		106,638		—		106,638
	$	1,496,802	$	(1,009,566)	$	487,236	$	1,464,021	$	(968,322)	$	495,699

June 30, 2018 December 31, 2017
(in $ thousands) Cost
Accumulated
depreciation
Net Cost
Accumulated
depreciation
Net
Capitalized software $ 1,077,117 $ (859,076) $ 218,041 $ 1,029,772 $ (829,416) $ 200,356
Computer equipment 341,566 (164,739) 176,827 346,846 (207,484) 139,362
Building and leasehold improvements 32,619 (14,068) 18,551 32,834 (12,972) 19,862
Construction in progress 77,387 — 77,387 72,161 — 72,161
$ 1,528,689 $ (1,037,883) $ 490,806 $ 1,481,613 $ (1,049,872) $ 431,741

The Company recorded depreciation expense (including depreciation on ~~assets under capital leases)~~finance lease ROU assets) of ~~$39~~$44 million and ~~$44~~$38 million ~~during~~for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively.

7. Intangible Assets

The changes in the carrying amount of goodwill and ~~2017, respectively. The~~intangible assets of the Company ~~recorded depreciation expense (including depreciation on assets under capital leases) of $78 million~~between January 1, 2019 and ~~$86 million during the six months ended June 30, 2018 and 2017, respectively.~~March 31, 2019 are as follows:


	January 1,						Foreign		March 31,
(in $ thousands)	2019		Additions		Retirements		Exchange		2019
Non-Amortizable Assets:
Goodwill	$	1,083,766	$	—	$	—	$	(685)	$	1,083,081
Trademarks and tradenames		313,097		—		—		—		313,097
Other Intangible Assets:
Acquired intangible assets		743,317		—		—		(9)		743,308
Accumulated amortization		(502,019)		(10,165)		—		6		(512,178)
Acquired intangible assets, net		241,298		(10,165)		—		(3)		231,130
Customer loyalty payments		370,851		24,235		(39,245)		698		356,539
Accumulated amortization		(188,637)		(22,223)		31,724		(361)		(179,497)
Customer loyalty payments, net		182,214		2,012		(7,521)		337		177,042
Other intangible assets, net	$	423,512	$	(8,153)	$	(7,521)	$	334	$	408,172

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~6. Property and Equipment, Net (Continued)~~

As of June 30, 2018, and December 31, 2017, the Company had capital lease assets of $213 million and $208 million, respectively, with accumulated depreciation of $68 million and $107 million, respectively, included within computer equipment. During the six months ended June 30, 2018, the Company entered into new capital lease arrangements related to its information technology assets resulting in additions of $62 million of capital lease assets.

~~7. Intangible Assets~~

The changes in the carrying amount of goodwill and intangible assets of the Company between January 1, 2018 and ~~June 30,~~March 31, 2018 are as follows:


	January 1,						Foreign		March 31,
(in $ thousands)	2018		Additions		Retirements		Exchange		2018
Non-Amortizable Assets:
Goodwill	$	1,089,590	$	—	$	—	$	925	$	1,090,515
Trademarks and tradenames		313,097		—		—		—		313,097
Other Intangible Assets:
Acquired intangible assets		743,549		—		—		6		743,555
Accumulated amortization		(461,666)		(10,166)		—		(32)		(471,864)
Acquired intangible assets, net		281,883		(10,166)		—		(26)		271,691
Customer loyalty payments		380,841		45,126		(10,551)		2,008		417,424
Accumulated amortization		(166,544)		(22,343)		10,315		(843)		(179,415)
Customer loyalty payments, net		214,297		22,783		(236)		1,165		238,009
Other intangible assets, net	$	496,180	$	12,617	$	(236)	$	1,139	$	509,700

(in $ thousands)
January 1,
2018
Additions Retirements
Foreign
Exchange

June 30,
2018

Non-Amortizable Assets:
Goodwill $ 1,089,590 $ — $ — $ (3,397) $ 1,086,193
Trademarks and tradenames 313,097 — — — 313,097
Other Intangible Assets:
Acquired intangible assets 743,549 — — (41) 743,508
Accumulated amortization (461,666) (20,332) — (27) (482,025)
Acquired intangible assets, net 281,883 (20,332) — (68) 261,483
Customer loyalty payments 380,841 53,956 (35,865) (3,404) 395,528
Accumulated amortization (166,544) (44,491) 22,885 1,339 (186,811)
Customer loyalty payments, net 214,297 9,465 (12,980) (2,065) 208,717
Other intangible assets, net $ 496,180 $ (10,867) $ (12,980) $ (2,133) $ 470,200

~~The changes in the carrying~~

Goodwill includes an amount of ~~goodwill~~$7 million as of both March 31, 2019 and ~~intangible assets of~~December 31, 2018 that has been allocated to the ~~Company between January 1, 2017 and June 30, 2017 are as follows:~~

(in $ thousands)
January 1,
2017
Additions Retirements
Foreign
Exchange

June 30,
2017

Non-Amortizable Assets:
Goodwill $ 1,079,951 $ — $ — $ 6,039 $ 1,085,990
Trademarks and tradenames 313,097 — — — 313,097
Other Intangible Assets:
Acquired intangible assets 1,127,059 — (368,715) 171 758,515
Accumulated amortization (804,089) (20,523) 368,715 (237) (456,134)
Acquired intangible assets, net 322,970 (20,523) — (66) 302,381
Customer loyalty payments 358,259 42,512 (40,803) 4,874 364,842
Accumulated amortization (169,622) (37,452) 36,403 (2,596) (173,267)
Customer loyalty payments, net 188,637 5,060 (4,400) 2,278 191,575
Other intangible assets, net $ 511,607 $ (15,463) $ (4,400) $ 2,212 $ 493,956

Payment Solutions segment.

The Company paid cash of ~~$56~~$18 million and ~~$35~~$27 million for customer loyalty payments during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Further, as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company had balances payable of ~~$70~~$48 million and ~~$77~~$52 million, respectively, for customer loyalty ~~payments.~~

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~7. Intangible Assets (Continued)~~

payments (see Note 9 — Accrued Expenses and Other Current Liabilities).

Amortization expense for acquired intangible assets was $10 million for each of the three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017. For the six months ended June 30, 2018 and 2017, amortization expense for acquired intangible assets was $20 million and $21 million, respectively,~~ and is included as a component of depreciation and amortization in the Company’s consolidated condensed statements of operations.

Included within retirements of customer loyalty payments is $4 million of impairment recognized during the three months ended March 31, 2019.

Amortization expense for customer loyalty payments was ~~$22~~$16 million (net of derecognition of $6 million of related customer loyalty payments liability) and ~~$19~~$22 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $44 million and $37 million for the six months ended June 30, 2018 and 2017,~~ respectively, and is included within cost of revenue or net revenue in the Company’s consolidated condensed statements of operations. ~~Included within retirements of customer loyalty payments is $10 million of impairment recognized during the six months ended June 30, 2018.~~

8. Other Non-Current Assets

Other non-current assets consisted of:


	March 31,		December 31,
(in $ thousands)	2019		2018
Prepaid incentives	$	34,546	$	28,148
Pension assets		8,249		6,828
Restricted cash		3,410		3,379
Deferred financing costs		1,416		1,517
Derivative assets		201		2,506
Other		12,324		12,936
	$	60,146	$	55,314

(in $ thousands)
June 30,
2018

December 31,
2017

Prepaid incentives $ 34,143 $ 35,645
Pension assets 9,580 8,674
Supplier prepayments 6,163 10,983
Derivative assets 8,369 3,503
Deferred financing costs 1,724 1,930
Other 12,756 16,073
$ 72,735 $ 76,808

~~9. Restructuring Charges~~

~~In November 2016, the Company committed to undertake a course~~

Table of ~~action to enhance and optimize the Company’s operational and technological efficiency. This program was substantially completed as of December 31, 2017.~~Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~Total restructuring charges recognized~~

The restricted cash of $3 million as of both March 31, 2019 and $6December 31, 2018 relates to cash provided as collateral for an operational bank facility. The cash and cash equivalents balance of $248 million ~~for~~and $213 million as of March 31, 2019 and December 31, 2018, respectively, and the ~~three~~restricted cash balance of $3 million as of both March 31, 2019 and ~~six months ended June 30, 2017, respectively,~~December 31, 2018, are ~~included within selling, general~~considered together to determine the movements in and ~~administrative expenses~~balances of cash, cash equivalents and restricted cash in the Company’s consolidated condensed statements of ~~operations.~~

~~10.~~cash flows.

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:


	March 31,		December 31,
(in $ thousands)	2019		2018
Accrued commissions and incentives	$	323,893	$	282,444
Deferred revenue and rebate obligations		58,733		55,221
Accrued payroll and related		57,838		78,094
Income tax payable		25,058		16,996
Customer prepayments		18,403		11,224
Derivative liabilities		11,651		16,690
Accrued interest expense		10,526		20,528
Pension and post-retirement benefit liabilities		1,590		1,561
Other		21,478		23,508
	$	529,170	$	506,266

(in $ thousands)
June 30,
2018

December 31,
2017

Accrued commissions and incentives $ 336,055 $ 282,954
Accrued payroll and related 65,938 70,234
Deferred revenue 60,125 48,096
Income tax payable 28,977 32,986
Customer prepayments 26,922 15,774
Derivative liabilities 11,453 292
Accrued interest expense 20,329 12,010
Pension and post-retirement benefit liabilities 1,650 1,628
Other 18,722 45,094
$ 570,171 $ 509,068

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~10. Accrued Expenses and Other Current Liabilities (Continued)~~

Included in accrued commissions and incentives are ~~$70~~$48 million and ~~$77~~$52 million of accrued customer loyalty payments as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

In the third quarter of 2018, the Company initiated plans to enhance the Company’s operational efficiency in response to changes in market conditions and the industry in which the Company operates. As a result, the Company has commenced the implementation of changes to its operating and management structure to streamline and simplify the organization. It is expected that the implementation of these plans will result in savings within its corporate and operational functions. For the three months ended March 31, 2019, the Company recorded severance charges of $1 million, which are included within selling, general and administrative expense on the Company’s consolidated condensed statements of operations as the liability is probable and the amount can be reasonably estimated for anticipated severances in accordance with the Company’s severance policies for ongoing benefit arrangements. A liability for severance costs of $8 million and $16 million is included within accrued payroll and related in the consolidated condensed balance sheets as of March 31, 2019 and December 31, 2018, respectively.

~~11.~~

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Long-Term Debt

Long-term debt consisted of:

(in $ thousands)
Interest
rate
Maturity
June 30,
2018

December 31,
2017

Senior Secured Credit Agreement
Term loans – (2018 Credit Agreement)(1)
L+2.50% March 2025 $ 1,386,456 $ —
Term loans – (2014 Credit Agreement)(2)
L+2.75% September 2021 — 2,124,439
Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — —
Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — —
Senior Secured Notes
Senior secured notes(3)
6.00% March 2026 737,640 —
Capital leases and other indebtedness 148,762 105,574
Total debt 2,272,858 2,230,013
Less: current portion 56,527 64,291
Long-term debt $ 2,216,331 $ 2,165,722


		Interest				March 31,		December 31,
(in $ thousands)	��	rate		Maturity		2019		2018
Senior Secured Credit Agreement
Term loans (1)			L+2.50%		March 2025	$	1,367,688	$	1,372,666
Revolver borrowings			L+2.25%		September 2022		—		—
Senior Secured Notes
Senior secured notes (2)			6.00%		March 2026		738,504		738,274
Finance lease liabilities							129,306		136,729
Other indebtedness							4,024		4,365
Total debt							2,239,522		2,252,034
Less: current portion							59,238		57,497
Long-term debt						$	2,180,284	$	2,194,537

~~(1)~~

~~As of June 30,~~

(1)

As of March 31, 2019 and December 31, 2018, the principal amount of term loans outstanding under the senior secured credit agreement was $1,380 million and $1,385 million, respectively, which is netted for unamortized debt discount of $6 million as of both March 31, 2019 and December 31, 2018 and unamortized debt finance costs of $6 million as of both March 31, 2019 and December 31, 2018.

(2)

As of both March 31, 2019 and December 31, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $6 million and $7 million, as of March 31, 2019 and December 31, 2018, respectively.

Senior Secured Credit Agreement

During the three months ended March 31, 2019, the Company (i) repaid $6 million principal amount of term loans outstanding under the ~~2018 Credit Agreement (as defined below) was $1,400 million, which is netted for unamortized debt discount of $7 million and unamortized debt finance costs of $7 million.~~

~~(2)~~

As of December 31, 2017, the principal amount of term loans outstanding under the 2014 Credit Agreement (as defined below) was $2,154 million, which is netted for unamortized debt discount of $17 million and unamortized debt finance costs of $13 million.

~~(3)~~

~~As of June 30, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $7 million.~~

~~Senior Secured Credit Agreement~~

~~In March 2018, Travelport Finance (Luxembourg) S.à r.l. (the “Borrower”), a wholly-owned subsidiary of the Company, entered into a new~~ senior secured credit agreement (the “2018 Credit Agreement”). Under the 2018 Credit Agreement, the lenders agreed to extend credit to the Borrower in the form of (a) initial secured term loans in an aggregate principal amount of $1,400and (ii) amortized $1 million maturing in March 2025, issued at a discount of 0.50%, which amortizes in quarterly installments, commencing August 31, 2018, equal to 0.25% of the original principal amount of the term loans, with the balance payable at maturity and (b) a revolving credit facility in an aggregate principal amount of $150 million maturing in September 2022. The Company used the proceeds from these term loans, together with the proceeds from the issuance of senior secured notes (discussed below) and cash on the balance sheet, to repay the outstanding balance remaining of the term loans under the previous senior secured credit agreement (the “2014 Credit Agreement”) and to pay the related transaction expenses and fees. Upon the repayment in full of the obligations, the 2014 Credit

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~11. Long-Term Debt (Continued)~~

~~Agreement was terminated. The Company recorded the debt refinancing transaction as the issuance of new debt and extinguishment of prior debt and recognized a loss on early extinguishment~~ of debt ~~of $28 million in its consolidated condensed statements of operations for the six months ended June 30, 2018.~~

~~Under the 2018 Credit Agreement, the~~finance costs and debt discount.

The interest rate per annum applicable to (a) the term loans is based on, at the election of the ~~Borrower,~~Company, LIBOR plus 2.50% or base rate (as defined in the ~~2018 Credit Agreement)~~senior secured credit agreement) plus 1.50% and (b) the borrowings under revolving credit facility, at the election of the ~~Borrower,~~Company, LIBOR plus 2.25% or base rate (as defined in the senior secured credit agreement) plus 1.25%. LIBOR rates and base rates have a floor of 0.00%. The Company expects to pay interest based on LIBOR.

~~Further, during~~

The Company is not contractually required to repay quarterly installments of the ~~six months ended June 30, 2018,~~term loans until the fourth quarter of 2019. However, the Company ~~(i) repaid~~has classified a portion of its term loans (along with the contractual quarterly ~~installment~~installments) as current portion of ~~$6 million principal~~long-term debt as the Company intends, and is able, to make additional voluntary prepayments of the term loans from cash flow from operations, which the Company expects to occur within the next twelve months. The amount of ~~term loans outstanding under~~any such prepayments may vary based on the ~~2014 Credit Agreement, (ii) amortized $2 million of debt finance costs~~Company’s actual cash flow generation and $1 million of debt discount, (iii) repaid $18 million under its capital lease obligations and entered into new capital leases arrangements for information technology assets resulting in a $62 million increase in capital lease obligations and (iv) repaid $1 million under its other indebtedness obligations.

As discussed above, in March 2018, the Borrower entered into a new revolving credit facility under the 2018 Credit Agreement with a consortium of banks. The lenders, terms, credit facility amount and maturity date under the new revolving credit facility are substantially the sameneeds, as ~~under the 2014 Credit Agreement, except for the reduction in interest rates discussed above.~~ well as general economic conditions.

Under the ~~new terms,~~senior secured credit agreement, the ~~Borrower~~Company has a $150 million revolving credit facility, which contains a letter of credit sub-limit up to a maximum of $100 million. As of ~~June 30, 2018,~~March 31, 2019, there were no outstanding borrowings under the revolving credit facility under the ~~2018 Credit Agreement,~~senior secured credit agreement, and $8$4 million was utilized for the issuance of letters of credit, with a balance of ~~$142~~$146 million remaining.

~~Senior Secured Notes~~

~~In March 2018, Travelport Corporate Finance PLC (the “Issuer”),~~

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

Change of Control

Under the terms of the senior secured credit agreement, a ~~wholly-owned subsidiary~~Change of Control of the Company ~~issued~~is considered to be an Event of Default (in each case as defined in the senior secured credit agreement) and, as a result, the Administrative Agent (as defined in the senior secured credit agreement) may and, at the request of the majority of lenders, shall (i) declare the unpaid principal amount of the outstanding term loans and revolving credit loans and the amount of all outstanding payments made by a lender pursuant to a letter of credit, along with the interest accrued and unpaid thereon, to be immediately due and payable, (ii) require the Company to provide cash as collateral in an amount equal to 103% of the aggregate amount available to be drawn under all outstanding letters of credit plus any unreimbursed drawings and (iii) terminate all the commitments of the lenders provided to the Company.

Senior Secured Notes

As of March 31, 2019, the Company had a principal amount of $745 million in senior secured notes due in March 2026 with a stated interest rate of 6.00% per annum. ~~The proceeds were used to repay~~

Change of Control

A Change of Control and the Ratings Event, in each case as defined in the Indenture governing the Company’s senior secured notes, if occurs, will constitute a ~~portion~~“Change of ~~the term loans outstanding~~Control Triggering Event” under the ~~2014 Credit Agreement. The interest on~~Indenture and, subject to certain conditions, the Company will be required to make an offer to purchase all of the senior secured notes ~~is payable semi-annually~~pursuant to the “Change of Control Offer” (as defined in the Indenture), at a price in cash ~~in arrears on March 15 and September 15~~equal to 101% of ~~each year, commencing September 15, 2018.~~

~~Debt Maturities~~

~~Aggregate maturities of debt as of June 30, 2018 are as follows:~~

(in $ thousands)
Year ending June 30,
Term
Loans

Senior Secured
Notes

Capital Leases
and Other
Indebtedness

2019 $ 14,000 $ — $ 42,527
2020 14,000 — 42,064
2021 14,000 — 35,485
2022 14,000 — 28,140
2023 14,000 — 546
Thereafter 1,330,000 745,000 —
1,400,000 745,000 148,762
Less: Unamortized debt finance cost (6,846) (7,360) —
Less: Unamortized debt discount (6,698) — —
Total debt $ 1,386,456 $ 737,640 $ 148,762

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~11. Long-Term Debt (Continued)~~

~~Debt Finance Costs~~

~~The Company had unamortized debt finance costs of (i) $7 million and $13 million as of June 30, 2018 and December 31, 2017, respectively, in relation to its term loans under~~ the ~~2018 Credit Agreement and 2014 Credit Agreement, respectively, which are presented as a deduction from the~~aggregate principal amount thereof plus accrued and unpaid interest, if any, up to but excluding the date of repurchase, unless the ~~term loans, (ii) $7 million as of June 30, 2018 in relation~~Company has previously or substantially concurrently therewith delivered a redemption notice with respect to ~~its~~all the outstanding senior secured notes ~~which is presented~~ as ~~a deduction from~~described in the ~~principal amount of senior secured notes,~~Indenture. Subject to and ~~(iii) $2 million as of both June 30, 2018 and December 31, 2017 in relation to its revolving credit facility, which are capitalized within other non-current assets on~~conditional upon the ~~consolidated condensed balance sheets. The debt finance costs are amortized over the term~~closing of the ~~related debt as part~~Merger, the issuer of ~~interest expense in the consolidated condensed statements of operations. The movements in total unamortized debt finance costs for the six months ended June 30, 2018 and 2017 are summarized below:~~

(in $ thousands)
Six Months
Ended June 30,
2018

Six Months
Ended June 30,
2017

Balance as of January 1 $ 14,708 $ 22,855
Capitalization of debt finance costs 14,799 —
Amortization (1,518) (2,847)
Write-off on early extinguishment of debt (12,059) —
Balance as of June 30 $ 15,930 $ 20,008

~~Debt Covenants and Guarantees~~

~~The 2018 Credit Agreement and the Indenture governing~~ the senior secured notes, ~~contain financial and other covenants, including: limitations on the ability of Travelport Limited,~~ a ~~wholly-owned~~wholly owned subsidiary of the Company, has given notice to the trustee under the Indenture and the Borrower’s and the Issuer’s immediate parent entity (the “Parent Guarantor”) and its restricted subsidiaries to incur debt or liens or make certain investments and acquisitions and restricted payments, limitations on transactions with affiliates and certain restrictions on the sale of assets. A violation of these covenants could result in the Parent Guarantor and its restricted subsidiaries being prohibited from making certain restricted payments, including dividends, or cause a default under the 2018 Credit Agreement or the Indenture, which would permit the participating lenders to restrict the Parent Guarantor’s and its restricted subsidiaries’ ability to access the revolving credit facility and require the immediate repayment of any outstanding advances made under the 2018 Credit Agreement or the Indenture. Solely in the caseholders of the revolving credit facility under the 2018 Credit Agreement, if the amount outstanding under the revolving credit facility exceeds a certain threshold, there is a requirement to maintain a first lien leverage ratio.

~~The~~ senior secured notes ~~are guaranteed fully and unconditionally on a senior secured basis by the Parent Guarantor and certain~~ of its ~~existing and future wholly-owned subsidiaries that also guarantee~~intention to optionally redeem the ~~facilities under the 2018 Credit Agreement. The senior secured~~ notes, ~~and related guarantees are secured on~~in whole at a ~~first-priority basis by security interests in all~~redemption price equal to 100% of the ~~Issuer’s~~principal amount plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to but excluding the ~~guarantors’ assets that also secure~~redemption date.

Finance Lease Obligations

During the ~~facilities~~three months ended March 31, 2019, the Company repaid $9 million under ~~the 2018 Credit Agreement on a first-priority basis.~~ its finance lease obligations and entered into $2 million of new finance leases for information technology assets.

As of ~~June 30, 2018,~~March 31, 2019, the Company was in full compliance with all restrictive and financial covenants related to its debt.

~~12.~~

11. Financial Instruments

The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency exchange rates and interest rates. The Company does not use derivatives for trading or speculative purposes. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, there were no material changes in the Company’s foreign currency and interest rate risk management policies or in its fair value methodology.

As of ~~June 30, 2018,~~March 31, 2019, the Company had a net ~~asset~~liability position of ~~$10~~$9 million related to its derivative financial instruments.

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~12. Financial Instruments (Continued)~~

Foreign Currency Risk

The Company’s primary foreign currency risk exposure as of ~~June 30, 2018~~March 31, 2019 was due to exchange rate fluctuations that arise from certain intercompany transactions and earnings denominated in non-U.S. dollar currencies and from non-functional currency denominated assets and liabilities.

The Company uses foreign currency derivative contracts (forward contracts) to manage its exposure to changes in foreign currency exchange rates, primarily exposure to the British pound, Euro and Australian dollar. The Company did not designate these foreign currency derivative contracts as accounting hedges. Fluctuations in the value of these foreign currency derivative contracts were recorded within the Company’s consolidated condensed statements of operations, which partially offset the impact of the changes in the value of the foreign currency denominated receivables and payables and forecasted earnings they were intended to economically hedge.

Interest Rate Risk

As of ~~June 30, 2018,~~March 31, 2019, the Company’s primary interest rate risk exposure was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on the Company’s U.S. dollar denominated variable rate term loans. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, the average LIBOR rate applied to the term loans was ~~1.88%~~2.65%. In order to protect against potential higher interest costs resulting from increases in LIBOR, as of ~~June 30, 2018,~~March 31, 2019, the Company had outstanding interest rate swap contracts that fix the LIBOR rate payable as follows:


		Average
Notional Amount		Interest
($ in thousands)	Period	Rate
1,200,000	February 2019 to February 2020	2.1906%
400,000	February 2020 to February 2021	2.1925%
320,000	February 2021 to February 2022	3.0178%

Notional Amount
($ in thousands) Period Average
Interest
Rate
1,400,000 February 2017 to February 2019 1.4010%
1,200,000 February 2019 to February 2020 2.1906%
400,000 February 2020 to February 2021 2.1925%
100,000 February 2021 to February 2022 3.0655%

~~As of June 30, 2018, the net notional amounts of the Company’s derivative contracts are as follows:~~

(in $ thousands)
June 30,
2018

December 31,
2017

Interest rate swap contracts $ 3,100,000 $ 3,000,000
Foreign currency contracts 439,926 373,487

~~As of June 30, 2018, the interest rate swap contracts cover varying periods as disclosed above and the foreign currency contracts cover the twelve month period until June 2019.~~

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~12. Financial Instruments (Continued)~~

Presented below is a summary of the gross fair value of the Company’s derivative contracts, which have not been designated as hedging instruments, recorded on the consolidated condensed balance sheets:


			Fair Value Asset					Fair Value (Liability)
	Balance Sheet		March 31,		December 31,	Balance Sheet		March 31,		December 31,
(in $ thousands)	Location		2019		2018	Location		2019		2018
Interest rate swap contracts	Other current assets	$	4,130	$	8,622	Accrued expenses and other current liabilities	$	—	$	—
Interest rate swap contracts	Other non-current assets		201		2,506	Other non-current liabilities		(2,464)		(1,535)
Foreign currency contracts	Other current assets		487		1,078	Accrued expenses and other current liabilities		(11,651)		(16,690)
Total fair value of derivative assets (liabilities)		$	4,818	$	12,206		$	(14,115)	$	(18,225)

Fair Value Asset Fair Value (Liability)
(in $ thousands)
Balance Sheet
Location

June 30,
2018

December 31,
2017

Balance Sheet
Location

June 30,
2018

December 31,
2017

Interest
rate swap
contracts Other
current assets $ 12,830 $ 4,799 Accrued expenses
and other current
liabilities $ — $ —
Interest
rate swap
contracts Other
non-current
assets 8,369 3,503 Other
non-current
liabilities (122) (51)
Foreign currency
contracts Other
current assets 757 10,434 Accrued expenses
and other current
liabilities (11,453) (292)
Total fair value of derivative assets (liabilities) $ 21,956 $ 18,736 $ (11,575) $ (343)

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

As of March 31, 2019, the net notional amounts of the Company’s derivative contracts are as follows:


		March 31,		December 31,
(in $ thousands)		2019		2018
Interest rate swap contracts (varying contracts and periods as discussed above)	$	1,920,000	$	3,320,000
Foreign currency contracts (covering periods until March 2020)		404,548		411,957

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017:~~2018:


		Three Months Ended		Three Months Ended
(in $ thousands)		March 31, 2019		March 31, 2018
Net derivative (liability) asset opening balance	$	(6,019)	$	18,393
Total (loss) gain for the period included in net income		(7,630)		16,281
Payments on (proceeds from) settlement of derivative contracts		4,352		(6,093)
Net derivative (liability) asset closing balance	$	(9,297)	$	28,581

(in $ thousands)
Six Months Ended
June 30, 2018

Six Months Ended
June 30, 2017

Net derivative asset (liability) opening balance $ 18,393 $ (19,196)
Total gain for the period included in net income 3,098 6,529
(Proceeds from) payments on settlement of derivative contracts (11,110) 10,851
Net derivative asset (liability) closing balance $ 10,381 $ (1,816)

The table below presents the impact of the changes in fair values of derivatives not designated as hedges on net income during the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017:~~2018:


		Amount of (Loss) Gain
		Recorded in Net Income
		Three Months Ended
	Location of (Loss) Gain Recorded	March 31,
(in $ thousands)	in Statement of Operations		2019		2018
Interest rate swap contracts	Interest expense, net	$	(4,861)	$	11,222
Foreign currency contracts	Selling, general and administrative		(2,769)		5,059
		$	(7,630)	$	16,281

Amount of Gain (Loss)
Recorded in Net Income
Three Months Ended
June 30, Six Months Ended
June 30,
(in $ thousands) Statement of Operations Location 2018 2017 2018 2017
Interest rate swap
contracts Interest expense, net $ 4,866 $ (4,880) 16,088 (4,654)
Foreign currency
contracts Selling, general and administrative (18,049) 9,125 (12,990) 11,183
$ (13,183) $ 4,245 3,098 6,529

Fair Value Disclosures for All Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~12. Financial Instruments (Continued)~~

The fair values of the Company’s other financial instruments are as follows:


			March 31, 2019				December 31, 2018
(in $ thousands)	Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Asset (liability)
Derivative assets	Level 2	$	4,818	$	4,818	$	12,206	$	12,206
Derivative liabilities	Level 2		(14,115)		(14,115)		(18,225)		(18,225)
Total debt	Level 2		(2,239,522)		(2,316,134)		(2,252,034)		(2,249,481)

June 30, 2018 December 31, 2017
(in $ thousands)
Fair Value
Hierarchy

Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Asset (liability)
Derivative assets Level 2 $ 21,956 $ 21,956 $ 18,736 $ 18,736
Derivative liabilities Level 2 (11,575) (11,575) (343) (343)
Total debt Level 2 (2,272,858) (2,293,401) (2,230,013) (2,258,893)

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are based on market quoted probability rates of default for each of the derivative assets and liabilities, resulting in a weighted average probability of default of 2%11% and a recovery rate of 75% for derivative assets and 65% for derivative liabilities. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of ~~June 30, 2018.~~March 31, 2019.

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

The fair value of the Company’s total debt has been determined by calculating the fair value of its term loans and senior secured notes based on quoted prices obtained from independent brokers for identical debt instruments when traded as an asset and is categorized within Level 2 of the fair value hierarchy.

12. Leases

The Company determines whether an arrangement contains a lease at inception. Lease assets represent the Company’s right-to-use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments and uses the implicit rate when readily available. The Company determines the incremental borrowing rate through the use of market sources including relevant industry rates. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for any lease incentives. The Company’s lease terms may include options to extend or terminate the lease and when it is reasonably certain that the Company will exercise that option, it is reflected in the expected lease terms for ROU assets and lease liabilities.

The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non-lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately.

Operating leases are included in operating lease ROU assets and current and long-term portion of operating lease liabilities on the Company’s consolidated condensed balance sheets. Finance leases are included in property and equipment, net, current-portion of long-term debt and long-term debt on the Company’s consolidated condensed balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company has operating leases in various countries for corporate offices, sales offices and call centers, and certain other equipment in these countries. Operating leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain of the Company’s operating lease agreements include rental payments adjusted periodically for inflation.

The Company has finance leases primarily for information technology equipment used in its data centers. All of the Company’s finance lease assets are located in the United States.

As of March 31, 2019, the Company’s leases have an expected remaining lease terms of up to 9 years, certain of which include options to extend the leases for up to 6 years, and do not contain any material residual value guarantees or material restrictive covenants. The depreciable life of lease ROU assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

The following table sets out the amounts recognized in the consolidated condensed statement of operations for the three months ended March 31, 2019 related to operating and finance leases:


		Three Months Ended
($ in thousands)		March 31, 2019
Finance lease cost:
Amortization of right-of-use assets	$	10,432
Interest on finance lease liabilities		1,773
Operating lease cost		3,909
Short-term lease cost		209
Total lease cost	$	16,323

The following table sets out cash flows and other information for the three months ended March 31, 2019 related to operating and finance leases:


		Three Months Ended
($ in thousands, except as stated otherwise)		March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operating activities related to operating leases	$	4,410
Cash used in operating activities related to finance leases		1,773
Cash used in financing activities related to finance leases		9,366

Right-of-use assets obtained in exchange for finance lease liabilities		1,943

Weighted average remaining lease term:
Operating leases		6.32 years
Finance leases		2.99 years
Weighted average discount rate:
Operating leases		5.94%
Finance leases		5.21%

During the three months ended March 31, 2019, there were no significant additions to operating lease ROU assets.

The following table sets out the undiscounted future payments for operating and finance lease liabilities as of March 31, 2019:


(in $ thousands)		Operating Lease		Finance Lease
Year ending December 31,		Liabilities		Liabilities
2019	$	12,973	$	37,468
2020		14,969		46,397
2021		13,419		38,552
2022		10,964		17,421
2023		9,620		99
Thereafter		24,350		—
Total undiscounted future payments		86,295		139,937
Less: Interest costs included		(16,203)		(10,631)
Total lease liabilities		70,092		129,306
Less: current portion of lease liabilities		12,664		44,146
Long-term portion of lease liabilities	$	57,428	$	85,160

Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

13. Commitments and Contingencies

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of ~~June 30, 2018,~~March 31, 2019, the Company had approximately ~~$98~~$68 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which ~~$49~~$41 million relates to the twelve months ending ~~June 30, 2019.~~March 31, 2020. These purchase obligations extend through ~~2022.~~

2023.

Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although the Company believes its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period.

Standard Guarantees/Indemnification

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

~~NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~13. Commitments and Contingencies (Continued)~~

(i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives and (v) issuances of debt or equity securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts and (v) underwriters in debt or equity security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

~~14. Equity~~

~~Sale~~

Merger Related

In connection with the potential Merger (see Note 1– Basis of ~~Shares~~Presentation and the Merger), Morgan Stanley & Co. LLC (“Morgan Stanley”) is acting as financial advisor of the Company. The Company has agreed to pay Morgan Stanley a ~~Subsidiary~~

~~In April 2017,~~fee for its services that is expected to be approximately $19 million, substantially all of which is contingent upon the closing of the Merger. The Company also has agreed to reimburse Morgan Stanley for certain expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. Further, under the terms of the Merger Agreement, if the Company ~~sold its 51% controlling interest~~terminates the Merger Agreement under certain circumstances after the No-Shop Period Start Date (as defined in ~~IGT Solutions Private Ltd. (“IGTS”) for~~the Merger Agreement), it must pay a ~~total gross cash consideration~~termination fee of ~~$18~~$62.3 million ~~and recorded a gain on sale~~to Parent.

Table of such subsidiary of $1 million, which includes the reclassification of loss on currency translation adjustment from accumulated other comprehensive loss of $4 million. The Company no longer owns any shares in, and/or controls, IGTS following the sale.

~~Dividends on Common Shares~~

~~The Company’s Board of Directors declared the following cash dividends during the six months ended June 30, 2018:~~

Declaration Date
Dividend
Per Share

Record
Date

Payment
Date

Amount
(in $ thousands)

February 16, 2018 $ 0.075 March 1, 2018 March 15, 2018 $ 9,406
May 2, 2018 0.075 June 7, 2018 June 21, 2018 9,459

~~On August 1, 2018, the Company’s Board of Directors declared a cash dividend of $0.075 per common share (see Note 18—Subsequent Events).~~

~~15. Equity-Based Compensation~~

~~Restricted Share Units (“RSUs”)~~

During the first quarter of 2018, as part of its annual grant program, the Company granted 596,063 RSUs. These RSUs vest one-fourth annually over a period of four years, if the employee continues to remain in employment during the vesting period. The Company further granted 202,100 RSUs to certain employees that cliff-vest in approximately two years from the grant date upon continued employment of the employee during the vesting period. RSUs accrue dividend equivalents associated with the underlying common shares as dividends are declared by the Company. Dividends will generally be paid to holders of RSUs in cash upon the vesting of the associated RSUs and will be forfeited should the RSUs not vest. The RSUs do not have an exercise price, and the fair value of the RSUs is considered to be the closing market price of the Company’s common shares at the date of grant. Certain of the Company’s outstanding RSUs may be settled by the issuance of common shares held as treasury shares. In line with the Company’s accounting policy, the compensation costs related to RSUs are expensed on a straight-line basis.

~~TABLE OF CONTENTS~~Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~15.~~

14. Equity-Based Compensation ~~(Continued)~~

Restricted Share Units (“RSUs”)

During the three months ended March 31, 2019, the Company did not grant any RSUs.

The table below presents the activity of the Company’s RSUs for the ~~six~~three months ended ~~June 30, 2018:~~

(in dollars, except number of RSUs) Number
Weighted
Average
Grant Date
Fair Value

Balance as of January 1, 2018 1,526,280 $ 13.01
Granted at fair market value 857,133 $ 14.62
Vested(1) (427,673) $ 12.94
Forfeited (168,966) $ 13.06
Balance as of June 30, 2018 1,786,774 $ 13.79

March 31, 2019:


			Weighted Average
			Grant Date
(in dollars, except number of RSUs)	Number of RSUs		Fair Value
Balance as of January 1, 2019	1,437,465	$	13.71
Vested (1)	(23,902)	$	12.92
Forfeited	(31,552)	$	13.56
Balance as of March 31, 2019 (2)	1,382,011	$	13.73

~~(1)~~

~~During the six months ended June 30, 2018, the Company completed net share settlements of 150,911~~

(1)

During the three months ended March 31, 2019, the Company completed net share settlements of 11,026 common shares in connection with employee taxable income created upon vesting of RSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by ~~the Company. Further, in respect of 51,396 vested RSUs, certain directors of the Company elected to defer receiving common shares until termination of their service as a director of~~ the Company.

(2)

As of March 31, 2019, an aggregate of 101,937 RSUs held by certain directors of the Company are excluded from this balance as the directors have elected to defer receiving common shares until termination of their service as a director of the Company.

Performance Share Units (“PSUs”)

During the ~~first quarter of 2018, as part of its annual grant program,~~three months ended March 31, 2019, the Company ~~granted 1,246,803~~did not grant any PSUs. The PSUs cliff-vest at the end of approximately three years from the date of the grant based on the satisfaction of certain performance conditions and continued employment of the employee during the vesting period. The ultimate number of PSUs that will vest also depends on the Company’s ranking within a group of companies based on achievement of its total shareholder’s return (“TSR”) during the applicable performance period compared to the TSR of the companies within the selected group. However, the total number of PSUs that will ultimately vest will not exceed 200% of the original grant. Each reporting period, the Company assesses the probability of vesting, and, if there is any change in such probability, the Company records the cumulative effect of the adjustment in the current reporting period. All of the PSUs will be settled in the Company’s common shares. PSUs accrue dividend equivalents associated with the underlying common shares as dividends are declared by the Company. Dividends will generally be paid to holders of PSUs in cash upon the vesting of the associated PSUs and will be forfeited should the PSUs not vest. The PSUs do not have an exercise price. For PSUs earned based on a market condition, the Company utilizes a Monte Carlo simulation to determine the fair value of these awards at the date of grant. Certain of the Company’s outstanding PSUs may be settled by the issuance of common shares held as treasury shares. In line with the Company’s accounting policy, the compensation costs related to the PSUs are expensed on a straight-line basis.

The table below presents the activity of the Company’s PSUs for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:


			Weighted Average
			Grant Date
(in dollars, except number of PSUs)	Number of PSUs		Fair Value
Balance as of January 1, 2019	3,375,854	$	14.23
Forfeited	(63,448)	$	13.80
Balance as of March 31, 2019 (1)	3,312,406	$	14.22

(in dollars, except number of PSUs) Number
Weighted
Average
Grant Date
Fair Value

Balance as of January 1, 2018 2,694,999 $ 13.10
Granted at fair market value 1,444,522 $ 16.33
Forfeited (441,794) $ 12.93
Vested(1) (11,290) $ 15.50
Balance as of June 30, 2018(2)
3,686,437 $ 14.33

(1)

The total estimated awards that will ultimately vest based on the Company’s forecasted performance against the pre-defined targets and before considering any adjustments that may be necessary based on the ranking of the Company’s total shareholder’s return (“TSR”) compared to the TSR of the selected group is expected to be 2,000,168 PSUs.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~15. Equity-Based Compensation (Continued)~~

~~(1)~~

Stock Options

During the ~~six~~three months ended June 30, 2018, the Company completed net share settlements of 3,321 common shares in connection with employee taxable income created upon vesting of PSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company.

~~(2)~~

Total estimated awards that ultimately will vest based on the Company’s forecasted performance against the pre-defined targets and before considering any adjustments that may be necessary based on the ranking of the Company’s TSR compared to the TSR of the selected group is expected to be 4,074,664 PSUs.

~~Stock Options~~

~~During the six months ended June 30, 2018,~~March 31, 2019, the Company did not grant any stock options.

The table below presents the activity of the Company’s stock options for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:


				Weighted Average
			Weighted Average	Remaining		Aggregate
			Exercise Price	Contractual Terms		Intrinsic Value
	Number of Options		(in dollars)	(in years)		(in $ thousands)
Balance as of January 1, 2019	1,423,104	$	14.17
Forfeited	(14,453)	$	13.23
Exercised	(34,971)	$	13.25
Expired	(16,602)	$	16.00
Balance as of March 31, 2019	1,357,078	$	14.18	6.44	$	2,267
Exercisable as of March 31, 2019	906,603	$	14.63	6.18	$	1,162
Expected to vest as of March 31, 2019	450,475	$	13.28	6.97	$	1,105

Number of
Options Weighted Average
Exercise Price
(in dollars) Weighted Average
Remaining
Contractual
Terms
(in years) Aggregate
Intrinsic Value
(in $ thousands)
Balance as of January 1, 2018 2,352,928 $ 13.51
Forfeited (157,403) $ 13.67
Exercised (461,805) $ 10.98
Expired (43,914) $ 15.56
Balance as of June 30, 2018 1,689,806 $ 14.13 7.24 $ 7,449
Exercisable as of June 30, 2018 909,890 $ 14.44 7.03 $ 3,730
Expected to vest as of June 30, 2018 779,916 $ 13.77 7.48 $ 3,719

Total equity-based compensation expense recognized in the Company’s consolidated condensed statements of operations for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ was ~~$12~~$4 million and ~~$16~~$5 million, respectively ($113 million and ~~$15~~$4 million after ~~tax), respectively.~~tax for the three months ended March 31, 2019 and 2018, respectively). The total income tax benefit related to equity-based compensation expense was less than $1 million and $1 million for ~~both~~ the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017.~~

respectively.

The Company expects the future equity-based compensation expense in relation to awards granted and outstanding as of ~~June 30, 2018~~March 31, 2019 will be approximately ~~$61~~$18 million.

Impact of the Merger

The Merger Agreement (see Note 1 – Basis of Presentation and the Merger) provides that equity awards granted under the Company’s equity incentive plans, including RSUs, PSUs and stock options, that are outstanding (whether vested or unvested) as of immediately before the “Effective Time” (as defined in the Merger Agreement) will be cancelled and converted into cash consideration equal to $15.75 multiplied by the total number of the Company’s common shares subject to such outstanding equity awards, whether vested or unvested, less the applicable exercise price per share with respect to any stock options (to the extent that they have an exercise price of less than $15.75 per option), without interest and subject to any required tax withholdings, payable shortly after the closing of the Merger. For purposes of the previous sentence, the number of PSUs subject to performance-based vesting restrictions in which the performance period is still outstanding as of the Effective Time will be deemed to be the number of shares eligible to vest based on the greater of, with respect to the performance metrics applicable to such PSU, (A) target performance and (B) actual performance determined as if the applicable performance period ended immediately prior to the Effective Time. The number of common shares subject to a PSU award with performance-based vesting in which the performance period has been completed prior to the Effective Time will be deemed to be the number of common shares eligible to vest based on the actual performance with respect to the performance metrics applicable to such PSU. Stock options with a per share exercise price equal to or above $15.75 will be cancelled at the Effective Time for no payment or consideration.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~16.~~

15. Income Per Share

The following table reconciles the numerators and denominators used in the computation of basic and diluted income per share from continuing operations:


		Three Months Ended
		March 31,
(in $ thousands, except for share data)		2019		2018
Numerator – Basic and Diluted Income per Share:
Net income from continuing operations	$	22,392	$	31,484
Net income attributable to non-controlling interest in subsidiaries		(2,124)		(402)
Net income from continuing operations attributable to the Company	$	20,268	$	31,082
Denominator – Basic Income per Share:
Weighted average common shares outstanding		126,508,036		125,428,257
Income per share from continuing operations – Basic	$	0.16	$	0.25

Denominator – Diluted Income per Share:
Number of common shares used for basic income per share from continuing operations		126,508,036		125,428,257
Weighted average effect of dilutive securities
RSUs / PSUs		1,640,285		604,051
Stock options		72,061		98,893
Weighted average common shares outstanding		128,220,382		126,131,201
Income per share from continuing operations – Diluted	$	0.16	$	0.25

Three Months Ended
June 30, Six Months Ended
June 30,
(in $ thousands, except for share data) 2018 2017 2018 2017
Numerator – Basic and Diluted Income per Share:
Net income from continuing operations $ 7,005 $ 34,366 $ 38,489 $ 90,229
Net (income) loss attributable to non-controlling interest in subsidiaries (861) 561 (1,263) 804
Net income from continuing operations attributable to the Company $ 6,144 $ 34,927 $ 37,226 $ 91,033
Denominator – Basic Income per Share:
Weighted average common shares outstanding 126,043,518 124,357,929 125,737,328 124,219,917
Income per share from continuing operations – Basic $ 0.05 $ 0.28 $ 0.30 $ 0.73
Denominator – Diluted Income per Share:
Number of common shares used for basic income per share from continuing operations 126,043,518 124,357,929 125,737,328 124,219,917
Weighted average effect of dilutive securities
RSUs/PSUs 761,415 1,305,282 688,282 1,321,912
Stock options 174,572 93,273 78,683 92,799
Weighted average common shares outstanding 126,979,505 125,756,484 126,504,293 125,634,628
Income per share from continuing operations – Diluted $ 0.05 $ 0.28 $ 0.29 $ 0.72

Basic income per share is based on the weighted average number of common shares outstanding during each period. Diluted income per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common share equivalents during each period.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, the Company had ~~nil~~1 million and 12 million, respectively, of weighted average common share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted income per ~~share. For each of the three and six months ended June 30, 2017, the Company had 2.4 million of weighted average common~~ share ~~equivalents, primarily associated with the Company’s stock options, that were excluded from the calculation of diluted income per share. These were excluded~~ as their inclusion would have been antidilutive, as the common shares repurchased from the total assumed proceeds applying the treasury stock method exceed the ~~common~~ shares that would have been issued.

16. Segment and Geographical Information

The Company has two operating and reportable segments: Travel Solutions and Payment Solutions. Comprised of Air, Beyond Air (excluding Payment Solutions) and Technology Services, Travel Solutions primarily provides distribution and merchandising solutions for airline, hotel, car rental, rail, cruise-line and tour operators, digital services, advertising and an array of additional platform services. Payment Solutions comprise the Company’s B2B travel payment solutions that operates through eNett. eNett’s core offering is a virtual payment solution that automatically generates unique Mastercard numbers used to process payments globally.

The Chief Operating Decision Maker (“CODM”) evaluates segment performance based primarily on net revenue and Segment Adjusted EBITDA, as described below. In addition, the CODM regularly reviews revenue by transaction type. There are no material inter-segment transactions and revenues for any period presented. As the two reportable segments are managed substantially on a separate basis, including each having their individual corporate functions, there are no material central/common corporate transaction expenses such as finance, treasury, tax, legal and marketing that are to be allocated among the reportable segments. The CODM does not review total assets by segment and operating performance

~~TABLE OF CONTENTS~~Table of Contents

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

~~17. Discontinued Operations~~

~~In connection with~~

evaluations and resource allocation decisions are not made on the ~~sale~~basis of total assets by segment. As a result, the Company has not provided information about total segment assets.

The Company defines Segment Adjusted EBITDA as net income (loss) of the ~~Gullivers Travel Associates business to Kuoni in 2011,~~segment excluding depreciation and amortization of property and equipment and acquired intangible assets, amortization of customer loyalty payments, certain components of defined benefit pension and post-retirement benefit plans, interest expense, net, provision for (benefit from) income taxes, gain (loss) on early extinguishment of debt, and items that the ~~Company agreed to indemnify Kuoni through January 2018 for certain potential liabilities relating to pre-sale events. As no further obligations arose under~~Company’s management and the ~~indemnity,~~CODM view as outside the ~~Company released the remaining balance~~normal course of ~~the indemnity provision of $28 million during the first quarter of 2018, which is included within~~operations such as, income (loss) from discontinued operations, ~~net~~non-cash equity-based compensation, non-cash impairment of ~~tax,~~long-lived assets, certain corporate and restructuring costs, certain litigation and related costs, and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivate instruments. Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in its calculations. Further, Segment Adjusted EBITDA provides management and investors with a measure to analyze the ~~consolidated condensed statements~~operating performance of ~~operations. This release~~each of the ~~indemnity provision did~~Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not ~~have any impact on the consolidated condensed statements~~be indicative of ~~cash flows.~~future results.

The tables below set forth net revenue by segment, and net revenue disaggregated by its source:


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018
Travel Solutions	$	573,158	$	604,059
Payment Solutions		83,381		73,779
Net revenue	$	656,539	$	677,838


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018
Air	$	452,687	$	472,935
Beyond Air		180,412		179,751
Travel Commerce Platform		633,099		652,686
Technology Services		23,440		25,152
Net revenue	$	656,539	$	677,838

The table below sets forth Segment Adjusted EBITDA:


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018
Travel Solutions	$	150,856	$	146,506
Payment Solutions		9,589		7,671
Segment Adjusted EBITDA	$	160,445	$	154,177

~~18. Subsequent Events~~

On August 1, 2018, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the second quarter of 2018, which is payable on September 20, 2018 to shareholders of record on September 6, 2018.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

The table below reconciles net income to total Segment Adjusted EBITDA:


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018
Net income	$	22,392	$	59,231
Adjustments:
Amortization of acquired intangible assets		10,165		10,166
Loss on early extinguishment of debt		17		27,661
Equity-based compensation and related taxes		3,887		4,833
Corporate and restructuring costs		4,393		1,215
Impairment of long-lived assets		3,968		491
Income from discontinued operations		—		(27,747)
Depreciation and amortization of property and equipment		43,761		38,398
Amortization of customer loyalty payments		16,454		22,343
Interest expense, net		27,046		25,365
Other expense		2,055		93
Provision for income taxes		28,050		3,491
Other – non-cash (1)		(1,743)		(11,363)
Segment Adjusted EBITDA	$	160,445	$	154,177

~~TABLE OF CONTENTS~~

(1)

Includes (i) unrealized gains on foreign currency derivatives contracts of $6 million and $1 million for the three months ended March 31, 2019 and 2018, respectively, (ii) unrealized losses (gains) on interest rate derivative contracts of $8 million and $(10) million for the three months ended March 31, 2019 and 2018, respectively, and (iii) other income of $3 million for the three months ended March 31, 2019.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 should be read in conjunction with our consolidated condensed financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form ~~10-Q.~~10‑Q. The following discussion and analysis includes forward-looking statements that reflect the current view of management and involve risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements as a result of factors discussed below and elsewhere in this Quarterly Report, particularly under the headings “Risk Factors” and “Forward-Looking Statements.”

Overview

We are a leading technology company that operates a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. We facilitate travel commerce by connecting the world’s leading travel providers, such as airlines, hotel chains and car rental companies, with online and offline travel buyers in our proprietary ~~B2B~~business-to-business (“B2B”) travel commerce platform. In ~~2017,~~2018, we processed approximately ~~$83~~$89 billion of travel spending. We continue to strategically invest in products with a focus on redefining our Travel Commerce Platform to address the trends, inefficiencies and unmet needs of all components of the travel value chain.

~~We have one reporting segment,~~

Our operations are organized into two operating segments: (i) Travel Solutions and ~~we further classify revenue according to its source as either~~(ii) Payment Solutions. Travel ~~Commerce Platform revenue (comprised of Air and Beyond Air) or Technology Services revenue. For the six months ended June 30, 2018,~~Solutions comprise our Air, Beyond Air (excluding our B2B travel payment solutions) and Technology ~~Services~~Services. Payment Solutions comprise our B2B travel payment solutions that operates through eNett International (Jersey) Limited (“eNett”). In the first quarter of 2018, we reported our Payment Solutions business together with Travel Solutions as one reportable segment as Payment Solutions was not considered material to be disclosed separately as a reportable segment. For the three months ended March 31, 2019, Travel Solutions and Payment Solutions represented approximately ~~68%, 28%~~87% and 4%13%, respectively, of our net revenue.

We also monitor our revenue and related metrics based on performance, including geographical performance, of our Travel Commerce Platform. Within Travel Commerce Platform,

Air and Beyond Air (inclusive of Payment Solutions) represented approximately 72% and 28%, respectively, of our Travel Commerce Platform revenue for the three months ended March 31, 2019.

Travel Commerce Platform

Our Travel Commerce Platform combines state-of-the-art technology with features, functionality and innovative solutions to address the high-volume and growing transaction processing requirements for the evolving needs of the travel industry.

Air

We provide comprehensive real-time search, pricing, booking, change, payment and integrated itinerary creation for travelers who use the services of online and offline travel agencies for both leisure and business travel. We provide such services to approximately 480 airlines globally, including approximately ~~125~~120 low cost carriers (“LCCs”). Our access to business travelers, merchandising capabilities and ability to process complex itineraries have attracted and allowed for the full integration of several fast-growing LCCs such as ~~AirAsia,~~ easyJet, IndiGo and Ryanair into our Travel Commerce Platform.

Beyond Air

We have expanded our Travel Commerce Platform with a ~~fast growing~~fast-growing portfolio of Beyond Air initiatives. Our Beyond Air portfolio includes hospitality, ~~payment solutions,~~Payment Solutions, digital services, advertising and other platform services.

For the hospitality sector of the travel industry, we provide innovative distribution and merchandising solutions for hotel, car rental, rail, cruise-line and tour operators.

~~For payment solutions, eNett International (Jersey) Limited’s (“eNett”)~~

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The core offering of our Payment Solutions business is a Virtual Account Number ~~(“VAN”)~~ that automatically generates unique Mastercard numbers used to process payments globally. eNett’s operations currently focus on Asia Pacific and Europe, and we believe the model is highly scalable. ~~During the six months ended June 30, 2018, eNett generated net revenue of $154 million, representing an approximately 82% increase compared to the six months ended June 30, 2017.~~

We also provide a mobile travel platform and digital product set that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through mobile services, including apps, mobile web and mobile messaging.

~~TABLE OF CONTENTS~~

In addition to hospitality ~~payment solutions~~ and digital services, we utilize the broad connections and extensive data ~~managed by our Travel Commerce Platform~~ to provide advertising solutions to ~~over 3,000~~approximately 3,500 advertisers that allow our travel providers to easily and cost-effectively promote upgrades, ancillary products or services, package deals and other offers. We also offer other platform services, including subscription services, processing services, business intelligence data services and marketing-oriented analytical tools, to travel agencies, travel providers and other travel data users.

Technology Services

We provide critical ~~hosting~~IT services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions, enabling them to focus on their core business competencies and reduce costs. We also host reservations, inventory management and other related critical systems for Delta Air Lines Inc.

Recent Developments

On December 9, 2018, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are each affiliated with Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Siris Cayman Fund IV”). Parent, Merger Sub and Siris Cayman Fund IV are each affiliated with Siris Capital Group, LLC (“Siris”). Siris is a private equity firm headquartered in New York, New York. Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Funds”) have agreed to invest alongside Siris Cayman Fund IV in the transactions contemplated by the Merger Agreement and are each affiliated with Evergreen Coast Capital Corp. (“Evergreen”). Evergreen is an affiliate of Elliott Management Corporation (“Elliott”) that is specifically focused on private equity investments.

If the Merger is completed, our shareholders will be entitled to receive $15.75 in cash, less any applicable withholding taxes, for each common share of Travelport owned by them. Further, our common shares will no longer be publicly traded and will be delisted from the New York Stock Exchange. In addition, our common shares will be deregistered under the Securities Exchange Act of 1934, as amended, and we will no longer file periodic reports with the SEC.

Our shareholders approved the Merger on March 15, 2019. However, the consummation of the Merger is subject to additional closing conditions, including approval under the competition laws of Russia. The Merger, if completed, will be accounted for as an acquisition of Travelport by Parent under the acquisition method of accounting in accordance with U.S. GAAP. Parent will be treated as the acquirer for accounting purposes.

Management Performance Metrics

Our management team monitors the performance of our operations against our strategic objectives. We assess our performance using both financial and non-financial measures. ~~As a Travel Commerce Platform, we~~We measure performance primarily on the basis of changes in both Reported Segments and RevPas. Travel Commerce Platform RevPas is computed by dividing Travel Commerce Platform revenue by the total number of Reported Segments. Travel Commerce Platform revenue is generated from a wide portfolio of products and services, including traditional air bookings, ancillaries, hospitality, ~~payment solutions,~~Payment Solutions, digital services, advertising and other platform services. Reported Segments is defined as travel provider revenue generating units (net of cancellations) sold by our travel agency network, geographically presented by region based upon the point of sale location. We also use other GAAP and non-GAAP measures as performance metrics.

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The table below sets forth our key performance metrics:

(in $ thousands, except share data,
Reported Segments and RevPas) Three Months
Ended June 30, Change Six Months
Ended June 30, Change
2018 2017 % 2018 2017 %
Net revenue $ 662,008 $ 612,107 $ 49,901 8 $ 1,339,846 $ 1,262,870 76,976 6
Operating income 42,293 74,696 (32,403) (43) 119,957 174,412 (54,455) (31)
Net income 7,005 34,366 (27,361) (80) 66,236 90,229 (23,993) (27)
Income per share – diluted (in $) 0.05 0.28 (0.23) (83) 0.51 0.72 (0.21) (29)
Adjusted EBITDA(1)
156,923 147,006 9,917 7 311,100 315,559 (4,459) (1)
Adjusted Operating Income(2)
95,556 84,832 10,724 13 188,992 192,073 (3,081) (2)
Adjusted Net Income(3)
51,928 50,006 1,922 4 106,866 114,363 (7,497) (7)
Adjusted Income per Share – diluted(4) (in $)
0.41 0.40 0.01 2 0.84 0.91 (0.07) (9)
Net cash provided by operating
activities 119,189 83,585 35,604 43 202,286 178,607 23,679 13
Free Cash Flow(5)
81,386 60,365 21,021 35 127,820 131,778 (3,958) (3)
Reported Segments (in thousands) 86,931 86,381 550 1 179,252 179,578 (326) —
Travel Commerce Platform RevPas (in $) 7.34 6.76 0.58 9 7.20 6.71 0.49 7


		Three Months
		Ended March 31,			Change
(in $ thousands, except share data, Reported Segments and RevPas)		2019		2018		%
Net revenue	$	656,539	$	677,838	(21,299)	(3)
Operating income		87,287		77,664	9,623	12
Net income		22,392		59,231	(36,839)	(62)
Income per share – diluted (in $)		0.16		0.47	(0.31)	(66)
Adjusted EBITDA (1)		160,445		154,177	6,268	4
Adjusted Operating Income (2)		100,230		93,436	6,794	7
Adjusted Net Income (3)		52,621		54,938	(2,317)	(4)
Adjusted Income per Share – diluted (4) (in $)		0.41		0.44	(0.03)	(7)
Net cash provided by operating activities		83,489		83,097	392	—
Free Cash Flow (5)		49,392		46,434	2,958	6
Reported Segments (in thousands)		85,705		92,321	(6,616)	(7)
Travel Commerce Platform RevPas (in $)		7.39		7.07	0.32	4

~~(1)~~

Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding depreciation and amortization of property and equipment, amortization of customer loyalty payments, interest expense, net (excluding unrealized gains (losses) on interest rate derivative instruments), components of net periodic pension and post-retirement benefit costs other than service costs and related income taxes.

~~TABLE OF CONTENTS~~

(1)

~~(2)~~

(2)

Adjusted Operating Income (Loss) is defined as Adjusted EBITDA less depreciation and amortization of property and equipment and amortization of customer loyalty payments.

~~Adjusted Operating Income (Loss) is defined as Adjusted EBITDA less depreciation and amortization of property and equipment and amortization of customer loyalty payments.~~

(3)

Adjusted Net Income (Loss) is defined as net income (loss) excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, and items that are excluded under our debt covenants, such as income (loss) from discontinued operations, non-cash equity-based compensation, certain corporate and restructuring costs, non-cash impairment of long-lived assets, certain litigation and related costs and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivative instruments, along with any income tax related to these exclusions. Tax impacts not related to core operations have also been excluded (see Note 4 — Income Taxes to our consolidated condensed financial statements included in this Quarterly Report on Form 10‑Q).

(4)

Adjusted Income (Loss) per Share — diluted is defined as Adjusted Net Income (Loss) for the period divided by the weighted average number of dilutive common shares.

~~(3)~~

(5)

Free Cash Flow is defined as net cash provided by (used in) operating activities, less cash used for additions to property and equipment.

Adjusted Net Income (Loss) is defined as net income (loss) excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, and items that are excluded under our debt covenants, such as income (loss) from discontinued operations, gain (loss) on sale of a subsidiary, non-cash equity-based compensation, certain corporate and restructuring costs, non-cash impairment of long-lived assets, certain litigation and related costs and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivative instruments, along with any income tax related to these exclusions. Tax impacts not related to core operations have also been excluded (see Note 4—Income Taxes to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q).

~~(4)~~

~~Adjusted Income (Loss) per Share—diluted is defined as Adjusted Net Income (Loss) for the period divided by the weighted average number of dilutive common shares.~~

~~(5)~~

~~Free Cash Flow is defined as net cash provided by (used in) operating activities of continuing operations, less cash used for additions to property and equipment.~~

We utilize non-GAAP (or adjusted) financial measures, including Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted ~~Net~~ Income (Loss) per ~~Share—~~Share — diluted, to provide useful supplemental information to assist investors in understanding and assessing our performance and financial results on the same basis that management uses internally. These adjusted financial measures provide investors greater transparency with respect to key metrics used by management to evaluate our core operations, forecast future results, determine future capital investment allocations and understand business trends within the industry. Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted ~~Net~~ Income (Loss) per ~~Share—~~Share — diluted metrics are also used by our Board of Directors to determine incentive compensation for future periods. Management believes the adjusted financial measures assist investors in the comparison of financial results between periods as such measures exclude certain items that management believes are not reflective of our core operating performance consistent with how management reviews the business.

Adjusted Net Income (Loss), Adjusted ~~Net~~ Income (Loss) per ~~Share—~~Share — diluted, Adjusted Operating Income ~~(Loss)~~ and Adjusted EBITDA are supplemental measures of operating performance that do not represent, and should not be considered as, alternatives to net income (loss) or net income (loss) per ~~share—~~share — diluted, as determined under U.S. GAAP. In addition, these measures may not be comparable to similarly named measures used by other companies. The presentation of these

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measures has limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

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The following table provides a reconciliation of net income to Adjusted Net Income, to Adjusted Operating Income and to Adjusted EBITDA:


		Three Months Ended
		March 31,
(in $ thousands)		2019		2018
Net income	$	22,392	$	59,231
Adjustments:
Amortization of acquired intangible assets (1)		10,165		10,166
Loss on early extinguishment of debt		17		27,661
Equity-based compensation and related taxes		3,887		4,833
Corporate and restructuring costs (2)		4,393		1,215
Impairment of long-lived assets (3)		3,968		491
Income from discontinued operations		—		(27,747)
Other – non-cash (4)		(1,743)		(11,363)
Tax adjustments (5)		9,542		(9,549)
Adjusted Net Income		52,621		54,938
Adjustments:
Interest expense, net (6)		27,046		25,365
Other expense (7)		2,055		93
Remaining provision for income taxes		18,508		13,040
Adjusted Operating Income		100,230		93,436
Adjustments:
Depreciation and amortization of property and equipment		43,761		38,398
Amortization of customer loyalty payments		16,454		22,343
Adjusted EBITDA	$	160,445	$	154,177

Three Months
Ended June 30, Six Months
Ended June 30,
(in $ thousands) 2018 2017 2018 2017
Net income $ 7,005 $ 34,366 $ 66,236 $ 90,229
Adjustments:
Amortization of acquired intangible assets(1)
10,166 10,131 20,332 20,523
Gain on sale of a subsidiary — (1,217) — (1,217)
Loss on early extinguishment of debt — — 27,661 —
Equity-based compensation and related taxes 7,211 7,893 12,044 15,679
Corporate and restructuring costs(2)
4,017 5,024 5,232 10,680
Impairment of long-lived assets(3)
11,152 — 11,643 685
Income from discontinued operations — — (27,747) —
Other – non cash(4)
18,321 (8,839) 6,958 (25,213)
Tax adjustments(5)
(5,944) 2,648 (15,493) 2,997
Adjusted Net Income 51,928 50,006 106,866 114,363
Adjustments:
Interest expense, net(6)
26,001 29,716 51,366 60,217
Other expense(7)
371 — 464 —
Remaining provision for income taxes 17,256 5,110 30,296 17,493
Adjusted Operating Income 95,556 84,832 188,992 192,073
Adjustments:
Depreciation and amortization of property and equipment 39,219 43,517 77,617 86,034
Amortization of customer loyalty payments 22,148 18,657 44,491 37,452
Adjusted EBITDA $ 156,923 $ 147,006 $ 311,100 $ 315,559

(1)

Relates primarily to intangible assets acquired in the sale of Travelport to The Blackstone Group in 2006 and from the acquisition of Worldspan in 2007.

(2)

Relates to costs associated with corporate development transactions and costs incurred to enhance our organization’s efficiency, including restructuring activities (see Note 9 — Accrued Expenses and Other Current Liabilities to our consolidated condensed financial statements included in this Quarterly Report on Form 10‑Q).

(3)

Relates to the impairment of customer loyalty payments and property and equipment.

(4)

(5)

Includes the tax impact of the loss on early extinguishment of debt, equity-based compensation, corporate and restructuring costs, impairment of long-lived assets and unrealized gains on foreign currency derivative contracts that are excluded from net income to determine Adjusted Net Income. Tax adjustments are calculated at the rate applicable for the jurisdiction in which the adjusting item arose. The adjustments for the three months ended March 31, 2019 also include a charge of $10 million for uncertain tax position relating to the realizability of U.K. net operating losses carry forwards. The adjustments for the three months ended March 31, 2018 include $10 million of net benefit realized following the release of a portion of the valuation allowance on deferred tax assets associated with U.K. net operating losses carry forwards (see Note 4 — Income Taxes to our consolidated condensed financial statements included in this Quarterly Report on Form 10‑Q).

~~(1)~~

~~Relates primarily to intangible assets acquired in the sale~~

Table of ~~Travelport to The Blackstone Group in 2006 and from the acquisition of Worldspan in 2007.~~

~~(2)~~

Relates to costs associated with corporate development transactions and costs incurred to enhance our organization’s efficiency, including restructuring activity (see Note 9—Restructuring Charges to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q).

~~(3)~~

Relates to the impairment of (i) customer loyalty payments of $10 million for both the three and six months ended June 30, 2018 and (ii) property and equipment of $1 million for both the three and six months ended June 30, 2018 and $1 million for the six months ended June 30, 2017.

~~(4)~~

Includes (i) unrealized losses (gains) on foreign currency derivatives contracts of $20 million and $(12) million for the three months ended June 30, 2018 and 2017, respectively, and $19 million and $(20) million for the six months ended June 30, 2018 and 2017, respectively, (ii) unrealized (gains) losses on interest rate derivative contracts of $(2) million and $3 million for the three months ended June 30, 2018 and 2017, respectively, and $(13) million and $3 million for the six months ended June 30, 2018 and 2017, respectively, (iii) $8 million related to revenue deferred in previous years for the six months ended June 30, 2017 and (iv) other gains of $1 million for the six months ended June 30, 2017.

~~(5)~~

Relates primarily to the tax impact of the loss on early extinguishment of debt, equity-based compensation, corporate and restructuring costs, impairment of long-lived assets and unrealized gains and losses on foreign currency derivative contracts that are excluded from net income to determine Adjusted Net Income. Tax adjustments are calculated at the rate applicable for the jurisdiction in which the adjusting item arose. The adjustments for the six months ended June 30, 2018 also include the

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(6)

Excludes the impact of unrealized losses (gains) on interest rate derivative contracts of $8 million and $(10) million for the three months ended March 31, 2019 and 2018, respectively, which is included within “Other — non-cash.”

(7)

Relates to interest costs, expected return on plan assets and amortization of actuarial gain or loss components of net periodic pension and post-retirement benefit costs.

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benefit realized in the first quarter of 2018 following the release of a portion of the valuation allowance on deferred tax assets associated with U.K. net operating losses carry forwards (see Note 4—Income Taxes to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q).

~~(6)~~

Excludes the impact of unrealized (gains) losses on interest rate derivative contracts of $(2) million and $3 million for the three months ended June 30, 2018 and 2017, respectively, and $(13) million and $3 million for the six months ended June 30, 2018 and 2017, respectively, which is included within “Other—non-cash.”

~~(7)~~

Relates to interest costs, expected return on plan assets and amortization of actuarial gain or loss components of net periodic pension and post-retirement benefit costs, which we consider to be non-operating components, to be excluded from Adjusted Operating Income and Adjusted EBITDA starting January 1, 2018 on a prospective basis.

The following table provides a reconciliation of income per ~~share—~~share — diluted to Adjusted Income per ~~Share—~~Share — diluted:


		Three Months Ended
		March 31,
(in $)		2019		2018
Income per share – diluted	$	0.16	$	0.47
Per share adjustments to net income to determine Adjusted Income per Share – diluted		0.25		(0.03)
Adjusted Income per Share – diluted	$	0.41	$	0.44

Three Months Ended
June 30, Six Months Ended
June 30,
(in $) 2018 2017 2018 2017
Income per share – diluted $ 0.05 $ 0.28 $ 0.51 $ 0.72
Per share adjustments to net income to determine Adjusted Income per Share – diluted 0.36 0.12 0.33 0.19
Adjusted Income per Share – diluted $ 0.41 $ 0.40 $ 0.84 $ 0.91

We have included Adjusted Income (Loss) per ~~Share—~~Share — diluted as we believe it is a useful measure for our investors as it represents, on a per share basis, our consolidated results, taking into account depreciation and amortization on property and equipment and amortization of customer loyalty payments, as well as other items which are not allocated to the operating businesses such as interest expense (excluding unrealized gains (losses) on interest rate derivative instruments), ~~certain components of net periodic pension and post-retirement benefit costs~~ and related income taxes but excluding the effects of certain expenses not directly tied to the core operations of our businesses. Adjusted Income (Loss) per ~~Share—~~Share — diluted has similar limitations as Adjusted Net Income (Loss), Adjusted Operating Income (Loss) and Adjusted EBITDA and may not be comparable to similarly named measures used by other companies. In addition, Adjusted Net Income (Loss) does not include all items that affect our net income (loss) and net income (loss) per share for the period. Therefore, it is important to evaluate these measures along with our consolidated condensed statements of operations.

For a discussion of Free Cash Flow, please see “Liquidity and Capital ~~Resources—~~Resources — Cash Flows.”

Factors Affecting Results of Operations

Geographic Mix: Our geographically dispersed footprint helps insulate us from a particular country or regional instability, allows for optimal information technology efficiency and enhances our value proposition to travel providers. We are well positioned to capture higher value business from travel providers operating in away markets, which results in higher per transaction revenue for both us and the travel providers we serve. The table below sets forth revenue by region percentages for our Travel Commerce Platform for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended
	March 31,
(in percentages)	2019	2018
Asia Pacific	25	22
Europe	35	37
Latin America and Canada	5	5
Middle East and Africa	13	12
International	78	76
United States	22	24
Travel Commerce Platform	100	100

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Six Months Ended
June 30,
(in percentages) 2018 2017
Asia Pacific 22 24
Europe 36 32
Latin America and Canada 5 5
Middle East and Africa 12 13
International 75 74
United States 25 26
Travel Commerce Platform 100 100

We expect some of the regions in which we currently operate, such as Asia Pacific, the Middle East and Africa, to experience growth in travel that is greater than the global average due to factors such as economic growth and a growing middle class, while more mature regions, such as the United States, remain stable. As these emerging travel regions may grow at a higher rate than mature regions, the geographic distribution of our revenue may similarly shift.

Travel Provider and Travel Agency Mix: We believe our customer mix is broadly diversified, supporting our stable and recurring business model with high revenue visibility. We provide air distribution services to approximately 480 airlines globally, including approximately ~~125~~120 LCCs. In addition, we serve numerous Beyond Air travel providers,

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including approximately 650,000 hotel properties (of which over 500,000 are independent hotel properties), over 40,000 car rental locations, approximately 5040 cruise-line and tour operators and ~~13 major~~over 20 rail networks worldwide. We aggregate travel content across approximately 65,000 travel agency locations representing approximately ~~230,000~~220,000 online and offline travel agency terminals worldwide, which in turn serves millions of end customers globally. None of our travel buyers or travel providers accounted for more than 10% of our revenue for the ~~six~~three months ended ~~June 30, 2018.~~

March 31, 2019.

In general, our business is characterized by multi-year travel provider and travel agency contracts, with a portion of our contracts up for renewal each year. Our ability to obtain inventory from travel providers, such as airlines, hotels, car rental companies, cruise-lines and other travel providers, and our ability to maintain existing relationships with travel agencies and enter into new relationships on acceptable financial and other terms ~~impacts~~impact our financial results. Our relationships with travel agencies typically are non-exclusive, meaning the travel agencies subscribe to, and have the ability to use, more than one ~~GDS.~~global distribution system (“GDS”). As a result, travel agency strategies, including consolidation or changes in allocation of travel agency bookings among the GDSs, have impacted, and will continue to impact, our revenue and travel distribution costs. In addition, a travel agency’s business may be materially impacted for any reason and generate less than the anticipated volume of bookings, which, in turn, will affect our results of operations. For the six months ended June 30, 2018, our results were adversely impacted by the loss of a large Pacific-based travel agency, as well as the termination of our agreement with a European online travel agency (“OTA”) due to its contract breach that resulted in a $10 million impairment of our customer loyalty payments. Our results of operations ~~in future periods will~~may be adversely impacted in the event of the termination, non-renewal or reduction in volume of bookings from customers or travel agencies should we be unable to offset any such losses with new business and/or volume increases in bookings from existing customers and travel agencies.

Seasonality: Our revenue can experience seasonal fluctuations, reflecting seasonal demand trends for the products and services we offer. These trends generally cause our revenue to be higher in the first and second quarters as compared to the third and fourth quarters of the calendar year. Revenue typically peaks during the first two quarters of the year as travelers plan and purchase their upcoming spring and summer travel.

Foreign Exchange Fluctuations:We are exposed to movements in currency exchange rates that impact our operating results. While substantially all of our revenue is denominated in U.S. dollars, a portion of our operating cost base, primarily commissions, is transacted in non-U.S. dollar currencies (principally, the British pound, Euro and Australian dollar).

Litigation and Related Costs: We are involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial,

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employment and tax matters. We believe we have adequately accrued for such matters, and for costs of defending against such matters. However, litigation is inherently unpredictable and although we believe that our accruals are adequate and we have valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on our results of operations or cash flows in a particular reporting period.

~~Results~~

Table of ~~Operations~~Contents

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

We adopted new accounting guidance on recognition of leases from January 1, ~~2018, we adopted new guidance~~2019, which had no impact on revenue recognition applying the modified retrospective method to all contracts. Results for the three and six months ended June 30, 2018 are presented under the new revenue recognition guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under previous revenue recognition guidance. We recorded a reduction of $1 million to our accumulated deficit balance as of January 1, 2018, representing the cumulative impact of adopting the new revenue recognition guidance, which primarily relates to the timing of recognition of hotel reservations in our Beyond Air revenue. For the three months ended June 30, 2018, there was an immaterial impact to net revenue as a result of applying the new revenue recognition guidance (see Note 3—Revenue to our consolidated condensed ~~financial statements included in this Quarterly Report on Form 10-Q).~~

We have adopted new guidance on pension costs from January 1, 2018 (see Note 2—Recently Issued Accounting Pronouncements—Pension to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q). In accordance with the guidance, we have presented interest costs, expected return on plan assets and amortizationstatement of ~~actuarial gain or loss components of net periodic pension and post-retirement benefit costs separately outside of operating income. As a result of the new guidance,~~operations for the three months ended ~~June 30, 2017, we reclassified $1 million from selling, general and administrative expense to other expense within the consolidated condensed statement of operations.~~March 31, 2019.


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018			$	%
Net revenue	$	656,539	$	677,838	$	(21,299)	(3)
Costs and expenses
Cost of revenue		402,032		426,397		(24,365)	(6)
Selling, general and administrative		113,194		125,200		(12,006)	(10)
Depreciation and amortization		54,026		48,577		5,449	11
Total costs and expenses		569,252		600,174		(30,922)	(5)
Operating income		87,287		77,664		9,623	12
Interest expense, net		(34,773)		(14,935)		(19,838)	(133)
Loss on early extinguishment of debt		(17)		(27,661)		27,644	100
Other expense		(2,055)		(93)		(1,962)	*
Income before income taxes		50,442		34,975		15,467	44
Provision for income taxes		(28,050)		(3,491)		(24,559)	*
Net income from continuing operations		22,392		31,484		(9,092)	(29)
Income from discontinued operations, net of tax		—		27,747		(27,747)	(100)
Net income	$	22,392	$	59,231	$	(36,839)	(62)

~~Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017~~

Three Months
Ended June 30, Change
(in $ thousands)
2018 2017 $ %
Net revenue $ 662,008 $ 612,107 $ 49,901 8
Costs and expenses
Cost of revenue 427,792 369,708 58,084 16
Selling, general and administrative 142,355 114,055 28,300 25
Depreciation and amortization 49,568 53,648 (4,080) (8)
Total costs and expenses 619,715 537,411 82,304 15
Operating income 42,293 74,696 (32,403) (43)
Interest expense, net (23,605) (32,943) 9,338 28
Gain on sale of a subsidiary — 1,217 (1,217) (100)
Other expense (371) (846) 475 56
Income before income taxes 18,317 42,124 (23,807) (57)
Provision for income taxes (11,312) (7,758) (3,554) (46)
Net income $ 7,005 $ 34,366 $ (27,361) (80)

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*Percentage calculated not meaningful

Net Revenue

Net revenue is comprised of:


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018		$		%
Air	$	452,687	$	472,935	$	(20,248)	(4)
Beyond Air		180,412		179,751		661	—
Travel Commerce Platform		633,099		652,686		(19,587)	(3)
Technology Services		23,440		25,152		(1,712)	(7)
Net revenue	$	656,539	$	677,838	$	(21,299)	(3)

Three Months
Ended June 30, Change
(in $ thousands) 2018 2017 $ %
Air $ 443,947 $ 423,654 $ 20,293 5
Beyond Air 194,021 160,107 33,914 21
Travel Commerce Platform 637,968 583,761 54,207 9
Technology Services 24,040 28,346 (4,306) (15)
Net revenue $ 662,008 $ 612,107 $ 49,901 8

During the three months ended ~~June 30, 2018,~~March 31, 2019, net revenue ~~increased~~decreased by ~~$50~~$21 million, or 8%3%, compared to the three months ended ~~June 30, 2017.~~March 31, 2018. This ~~increase~~decrease was ~~primarily~~ driven by ~~an increase~~a decrease in Travel Commerce Platform revenue of ~~$54~~$20 million, or 9%3%, ~~offset by~~and a decrease in Technology Services revenue of $4$2 million, or ~~15%~~7%.

Travel Commerce Platform

The table below sets forth Travel Commerce Platform RevPas and Reported Segments:


	Three Months Ended
	March 31,				Change
		2019		2018			%
Travel Commerce Platform RevPas (in $)	$	7.39	$	7.07	$	0.32	4
Reported Segments (in thousands)		85,705		92,321		(6,616)	(7)

Three Months
Ended June 30, Change
2018 2017 %
Travel Commerce Platform RevPas (in $) $ 7.34 $ 6.76 $ 0.58 9
Reported Segments (in thousands) 86,931 86,381 550 1

The ~~increase~~decrease in Travel Commerce Platform revenue of ~~$54~~$20 million, or 9%3%, was due to a ~~$34 million, or 21%, increase~~decrease in Air revenue with Beyond Air revenue ~~and a $20 million, or 5%, increase in Air revenue.~~remaining stable. Overall, there was a 9%7% decrease in Reported Segments, offset by a 4% increase in Travel Commerce Platform ~~RevPas and a 1% increase in Reported Segments.~~RevPas.

~~Our Travel Commerce Platform continues to benefit from growth in Beyond Air revenue.~~

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The value of transactions processed on our Travel Commerce Platform ~~increased~~decreased to ~~$23.4~~$21.4 billion for the three months ended ~~June 30, 2018~~March 31, 2019 from ~~$21.1~~$23.3 billion for the three months ended ~~June 30, 2017~~March 31, 2018 primarily due to a 7% decrease in Reported Segments, offset by an increase in the value and volume of transactions in ~~payment solutions and a marginal increase in Reported Segments.~~Payment Solutions. Our percentage of Air segment revenue from away bookings ~~increased to~~remained stable at 69% ~~from 67%~~. Our hospitality segments per 100 airline tickets issued decreased to 4738 from ~~49.~~41. Our hotel room nights ~~sold grew by 2%~~ and ~~was 18 million, and our~~ car rental days sold ~~remained stable at 29~~decreased 12% and 4%, respectively, and were 15 million and 24 million, respectively, for the three months ended ~~June 30, 2018 compared to the three months ended June 30, 2017.~~

March 31, 2019.

The table below sets forth Travel Commerce Platform revenue by region:


	Three Months Ended
	March 31,				Change
(in $ thousands)		2019		2018		$	%
Asia Pacific	$	158,664	$	141,551	$	17,113	12
Europe		218,947		244,442		(25,495)	(10)
Latin America and Canada		33,125		29,859		3,266	11
Middle East and Africa		84,747		79,106		5,641	7
International		495,483		494,958		525	—
United States		137,616		157,728		(20,112)	(13)
Travel Commerce Platform	$	633,099	$	652,686	$	(19,587)	(3)

Three Months
Ended June 30, Change
(in $ thousands) 2018 2017 $ %
Asia Pacific $ 144,991 $ 141,725 $ 3,266 2
Europe 223,340 180,594 42,746 24
Latin America and Canada 29,456 27,574 1,882 7
Middle East and Africa 81,663 77,912 3,751 5
International 479,450 427,805 51,645 12
United States 158,518 155,956 2,562 2
Travel Commerce Platform $ 637,968 $ 583,761 $ 54,207 9

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The table below sets forth Reported Segments and RevPas by region:


	Segments (in thousands)						RevPas (in $)
	Three Months Ended						Three Months Ended
	March 31,			Change			March 31,				Change
		2019	2018			%		2019		2018	$	%
Asia Pacific		18,743	16,168		2,575	16	$	8.47	$	8.76	(0.29)	(3)
Europe		21,390	25,647		(4,257)	(17)	$	10.24	$	9.53	0.71	7
Latin America and Canada		4,800	4,710		90	2	$	6.90	$	6.34	0.56	9
Middle East and Africa		10,330	9,628		702	7	$	8.20	$	8.22	(0.02)	—
International		55,263	56,153		(890)	(2)	$	8.97	$	8.81	0.16	2
United States		30,442	36,168		(5,726)	(16)	$	4.52	$	4.36	0.16	4
Travel Commerce Platform		85,705	92,321		(6,616)	(7)	$	7.39	$	7.07	0.32	4

Segments (in thousands)

RevPas (in $)

Three Months Ended
June 30, Change Three Months Ended
June 30, Change
2018 2017 % 2018 2017 $ %
Asia Pacific 16,240 17,697 (1,457) (8) $ 8.93 $ 8.01 0.92 11
Europe 21,232 19,864 1,368 7 $ 10.52 $ 9.09 1.43 16
Latin America and Canada 4,728 4,530 198 4 $ 6.23 $ 6.09 0.14 2
Middle East and Africa 9,492 9,441 51 1 $ 8.60 $ 8.25 0.35 4
International 51,692 51,532 160 — $ 9.28 $ 8.30 0.98 12
United States 35,239 34,849 390 1 $ 4.50 $ 4.48 0.02 1
Travel Commerce Platform 86,931 86,381 550 1 $ 7.34 $ 6.76 0.58 9

International

Our International Travel Commerce Platform revenue increased marginally by ~~$52 million, or 12%, due to a 12%~~$1 million. The increase in RevPas ~~with~~of 2% was offset by a 2% decrease in Reported ~~Segments remaining stable.~~Segments. The increase in RevPas was a result of revenue growth in Beyond Air, ~~and growth in payment solutions in Beyond Air. The~~driven by an increase in ~~Air was mainly due to improved pricing and mix,~~Payment Solutions, partially offset by ~~the loss of~~ a ~~large travel agency~~decline in the ~~Pacific region.~~remainder of the Beyond Air portfolio. Our International Travel Commerce Platform revenue as a percentage of Travel Commerce Platform revenue was ~~75%~~78% for the three months ended ~~June 30, 2018~~March 31, 2019 compared to ~~73%~~76% for the three months ended ~~June 30, 2017.~~

March 31, 2018.

Asia Pacific

Revenue in Asia Pacific increased $3$17 million, or 2%12%, mainly due to ~~an 11%~~a 16% increase in ~~RevPas~~Reported Segments, offset by ~~an 8%~~a 3% decrease in RevPas. Reported ~~Segments. RevPas~~Segments increased primarily due to growth in ~~payment solutions~~India and Hong Kong. RevPas decreased, despite increases in Air revenue and Payment Solutions in Beyond ~~Air.~~Air revenue, primarily due to airline provider mix.

Europe

Revenue in Europe decreased $25 million, or 10%, primarily due to a 17% decrease in Reported Segments offset by a 7% increase in RevPas. Reported Segments decreased due to the ~~loss~~termination of our agreement with a ~~large Pacific-based~~European online travel ~~agency, partially offset by growth in India and Hong Kong.~~

~~Europe~~

~~Revenue in Europe increased $43 million, or 24%, primarily~~agent due to ~~a 16% increase~~their contract breach in ~~RevPas~~the second quarter of 2018 and ~~a 7% increase~~the reduction in ~~Reported Segments.~~activity with certain other travel agencies. RevPas increased due to revenue growth in Beyond Air, ~~and growth~~driven by an increase in ~~payment solutions in Beyond Air. Reported Segments increased mainly due to growth in United Kingdom, Netherlands and Greece, offset by a decrease in Russia.~~Payment Solutions.

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Latin America and Canada

Revenue in Latin America and Canada increased by $3 million, or 11%, due to a 9% increase in RevPas and a 2% increase in Reported Segments, both mainly driven by growth in Air.

Middle East and Africa

Revenue in the Middle East and Africa increased by $6 million, or 7%, due to a 7% increase in Reported Segments with RevPas remaining stable. The increase in Reported Segments was mainly driven by growth in Pakistan and Turkey.

United States

Revenue in the United States decreased by $20 million, or 13%, primarily due to a 16% decrease in Reported Segments, offset by a 4% increase in RevPas. Reported Segments decreased due to the reduction in activity with certain travel agencies. RevPas increased, despite declines in Air and Beyond Air revenue, primarily due to mix of revenue.

Technology Services

Technology Services revenue decreased $2 million, or 7%, primarily due to a ~~4% increase~~decline in ~~Reported Segments and a 2% increase in RevPas, both mainly driven by growth in Air.~~

~~Middle East and Africa~~

Revenue in the Middle East and Africa increased $4 million, or 5%, due to a 4% increase in RevPas and a 1% increase in Reported Segments. The increase in RevPas was mainly due to revenue growth in Air and in payment solutions in Beyond Air.

~~United States~~

~~Revenue in the United States increased by $3 million, or 2%, due to a 1% growth in both Reported Segments and RevPas driven mainly by growth in Air.~~

~~Technology Services~~

~~Technology Services revenue decreased $4 million, or 15%, primarily due to the sale of IGT Solutions Private Ltd (“IGTS”) in April 2017.~~

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hosting fees.

Cost of Revenue

Cost of revenue is comprised of:


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018			$	%
Commissions	$	329,726	$	349,951	$	(20,225)	(6)
Technology costs		72,306		76,446		(4,140)	(5)
Cost of revenue	$	402,032	$	426,397	$	(24,365)	(6)

Three Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Commissions $ 349,135 $ 289,464 $ 59,671 21
Technology costs 78,657 80,244 (1,587) (2)
Cost of revenue $ 427,792 $ 369,708 $ 58,084 16

Cost of revenue ~~increased~~decreased by ~~$58~~$24 million, or ~~16%~~6%, as a result of a ~~$60~~$20 million, or ~~21%~~6%, ~~increase~~decrease in commission costs ~~offset by~~and a $2$4 million, or 2%5%, decrease in technology costs. Commissions ~~increased~~decreased primarily due to ~~incremental commission costs from our payment solutions business~~a 7% decrease in Reported Segments and ~~an 11% increase~~a 3% decrease in travel distribution costs per segment driven by pricing, ~~mix, volume, impairment~~lower amortization of customer loyalty payments and ~~unfavorable~~favorable foreign exchange ~~movements.~~movements, offset by incremental commission costs from our payment solutions business. Commissions ~~include~~included amortization of customer loyalty payments of ~~$20~~$14 million and ~~$17~~$20 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and an impairment of $10 million for the three months ended June 30, 2018 resulting from a contract breach by a European OTA.~~respectively. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services decreased by $2$4 million, or 2%5%, due to ~~the sale of IGTS~~a decrease in ~~April 2017~~employee cost resulting from reduced headcount and higher capitalization of technology investments.

Selling, General and Administrative (SG&A)

SG&A is comprised of:


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018		$		%
Workforce	$	84,287	$	103,333	$	(19,046)	(18)
Non-workforce		26,935		16,510		10,425	63
Sub-total		111,222		119,843		(8,621)	(7)
Non-core corporate costs		1,972		5,357		(3,385)	(63)
SG&A	$	113,194	$	125,200	$	(12,006)	(10)

Three Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Workforce $ 89,654 $ 92,611 $ (2,957) (3)
Non-workforce 19,916 20,593 (677) (3)
Sub-total 109,570 113,204 (3,634) (3)
Non-core corporate costs 32,785 851 31,934 *
SG&A $ 142,355 $ 114,055 $ 28,300 25

~~Percentage calculated not meaningful~~

SG&A expenses ~~increased~~decreased by ~~$28~~$12 million, or ~~25%~~10%, during the three months ended ~~June 30, 2018~~March 31, 2019 compared to ~~June 30, 2017.~~March 31, 2018. SG&A expenses include ~~$33~~$2 million and $1$5 million of charges for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our

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SG&A expenses for the three months ended ~~June 30, 2018~~March 31, 2019 compared to the three months ended ~~June 30, 2017~~March 31, 2018 decreased by $4$9 million, or 3%7%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel, decreased by $3$19 million, or 3%18%, primarily due to ~~cost efficiencies,~~a decrease in employee and related costs resulting from reduced headcount and favorable foreign exchange movements, partially offset by ~~unfavorable foreign exchange movements.~~merit increases. Non-workforce expenses, which include the costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, ~~decreased marginally~~increased by ~~$1 million.~~

$10 million, or 63%, primarily due to realized foreign exchange losses on foreign currency derivative contracts.

Non-core corporate costs of ~~$33~~$2 million and $1$5 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, impairment of long-lived assets, certain legal and related costs and unrealized foreign currency gains and losses related to derivatives. The ~~increase~~decrease of ~~$32~~$3 million, or 63%, is ~~primarily~~ due to ~~unfavorable~~$5 million of favorable movements in the fair value of unrealized foreign currency derivative ~~contracts.~~

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contracts and $1 million of lower equity-based compensation and related taxes, offset by a $3 million increase in corporate and restructuring costs.

Depreciation and Amortization

Depreciation and amortization is comprised of:


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018		$		%
Depreciation on property and equipment	$	43,861	$	38,411	$	5,450	14
Amortization of acquired intangible assets		10,165		10,166		(1)	—
Total depreciation and amortization	$	54,026	$	48,577	$	5,449	11

Three Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Depreciation on property and equipment $ 39,402 $ 43,517 $ (4,115) (9)
Amortization of acquired intangible assets 10,166 10,131 35 —
Total depreciation and amortization $ 49,568 $ 53,648 $ (4,080) (8)

Total depreciation and amortization ~~decreased~~increased by $4$5 million, or 8%11%, ~~primarily~~ due to a ~~lower~~higher level of depreciable property and ~~equipment.~~equipment resulting from their transfer from construction in progress when brought in use. Amortization of acquired intangible assets remained stable.

Interest Expense, Net

Interest expense, net, ~~decreased~~increased by $9$20 million, or ~~28%~~133%, ~~primarily~~ due to (i) ~~a $6~~an $18 million ~~favorable~~unfavorable impact of fair value changes on our interest rate swap derivative contracts and (ii) a $2$3 million increase due to higher interest rates, offset by (iii) a $1 million decrease in amortization of debt finance costs and debt ~~discount~~discount.

Loss on Early Extinguishment of Debt

In March 2018, we issued senior secured notes and ~~(iii)~~entered into a $1new senior secured credit agreement. The proceeds from the issuance of the senior secured notes and term loan borrowings under the new senior secured credit agreement, along with cash on our balance sheet, were used to fully repay our borrowings under the senior secured credit agreement of September 2014. This transaction was accounted for as the issuance of new debt and an extinguishment of existing debt resulting in a $28 million ~~reduction due to our reduced debt balance.~~

~~Gain~~loss on ~~Sale~~early extinguishment of ~~a Subsidiary~~

~~In April 2017, we sold our 51% controlling interest in IGTS for a total gross cash consideration of $18 million and recorded a gain on the sale of such subsidiary of $1 million.~~

debt.

Provision for Income Taxes

Our tax provision differs significantly from the expected provision amount calculated at the U.S. federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-U.S. jurisdictions with varying income tax rates, (ii) a valuation ~~allowance~~allowances maintained in various jurisdictions, including the U.S. and the U.K., due to historical losses in such jurisdictions, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions, including limitation to the tax deductibility of interest expense in the U.K., (iv) certain income or gains that are not subject to tax and (v) items identified as discrete during the interim ~~period, (vi) the impact of the U.S. Tax Reforms and (vii) the impact of changes in the U.K. to the tax deductibility of interest.~~

~~Our tax provision for the three months ended June 30, 2018 includes an adjustment made for increase in annual expected full year tax rate due to change in geographical mix of profits.~~

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~~Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017~~

As discussed above, on January 1, 2018, we adopted new guidance on (i) revenue recognition, which had an immaterial impact on net revenue for the six months ended June 30, 2018 (see Note 3—Revenue to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q) and (ii) pensions, which resulted in the reclassification of certain components of pension and post-retirement benefit costs of $2 million for the six months ended June 30, 2017 from selling, general and administrative expense to other expense within the consolidated condensed statement of operations.

Six Months Ended
June 30, Change
(in $ thousands)
2018 2017 $ %
Net revenue $ 1,339,846 $ 1,262,870 $ 76,976 6
Costs and expenses
Cost of revenue 854,189 756,545 97,644 13
Selling, general and administrative 267,555 225,356 42,199 19
Depreciation and amortization 98,145 106,557 (8,412) (8)
Total costs and expenses 1,219,889 1,088,458 131,431 12
Operating income 119,957 174,412 (54,455) (31)
Interest expense, net (38,540) (63,218) 24,678 39
Loss on early extinguishment of debt (27,661) — (27,661) *
Gain on sale of a subsidiary — 1,217 (1,217) 100
Other expense (464) (1,692) 1,228 73
Income before income taxes 53,292 110,719 (57,427) (52)
Provision for income taxes (14,803) (20,490) 5,687 28
Net income from continuing operations 38,489 90,229 (51,740) (57)
Income from discontinued operations, net of tax 27,747 — 27,747 *
Net income $ 66,236 $ 90,229 $ (23,993) (27)

~~Percentage calculated not meaningful~~

~~Net Revenue~~

~~Net revenue is comprised of:~~

Six Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Air $ 916,882 $ 898,129 $ 18,753 2
Beyond Air 373,772 307,692 66,080 21
Travel Commerce Platform 1,290,654 1,205,821 84,833 7
Technology Services 49,192 57,049 (7,857) (14)
Net revenue $ 1,339,846 $ 1,262,870 $ 76,976 6

During the six months ended June 30, 2018, net revenue increased by $77 million, or 6%, compared to the six months ended June 30, 2017. This increase was primarily driven by an increase in Travel Commerce Platform revenue of $85 million, or 7%, offset by a decrease in Technology Services revenue of $8 million, or 14%.

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~~Travel Commerce Platform~~

~~The table below sets forth Travel Commerce Platform RevPas and Reported Segments:~~

Six Months Ended
June 30, Change
2018 2017 %
Travel Commerce Platform RevPas (in $) $ 7.20 $ 6.71 $ 0.49 7
Reported Segments (in thousands) 179,252 179,578 (326) —

The increase in Travel Commerce Platform revenue of $85 million, or 7%, was due to a $66 million, or 21%, increase in Beyond Air revenue and a $19 million, or 2%, increase in Air revenue. Overall, there was a 7% increase in Travel Commerce Platform RevPas with Reported Segments remaining stable.

Our Travel Commerce Platform continues to benefit from growth in Beyond Air revenue. The value of transactions processed on our Travel Commerce Platform increased to $46.7 billion for the six months ended June 30, 2018 from $41.6 billion for the six months ended June 30, 2017 primarily due to an increase in the value and volume of transactions in payment solutions and increase in ticket prices in line with global trends, offset by a marginal decrease in Reported Segments. Our percentage of Air segment revenue from away bookings increased to 69% from 67%. Our hospitality segments per 100 airline tickets issued decreased to 44 from 45. Our hotel room nights grew by 2% and was 34 million and our car rental days sold grew by 5% and was 53 million, for the six months ended June 30, 2018 compared to the six months ended June 30, 2017.

~~The table below sets forth Travel Commerce Platform revenue by region:~~

Six Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Asia Pacific $ 286,542 $ 292,740 $ (6,198) (2)
Europe 467,782 383,010 84,772 22
Latin America and Canada 59,315 56,356 2,959 5
Middle East and Africa 160,769 161,465 (696) —
International 974,408 893,571 80,837 9
United States 316,246 312,250 3,996 1
Travel Commerce Platform $ 1,290,654 $ 1,205,821 $ 84,833 7

~~The table below sets forth Reported Segments and RevPas by region:~~

Segments (in thousands)

RevPas (in $)

Six Months Ended
June 30, Change Six Months Ended
June 30, Change
2018 2017 % 2018 2017 $ %
Asia Pacific 32,408 36,905 (4,497) (12) $ 8.84 $ 7.93 0.91 11
Europe 46,879 43,361 3,518 8 $ 9.98 $ 8.83 1.15 13
Latin America and Canada 9,438 9,156 282 3 $ 6.28 $ 6.16 0.12 2
Middle East and Africa 19,120 18,917 203 1 $ 8.41 $ 8.54 (0.13) (1)
International 107,845 108,339 (494) — $ 9.04 $ 8.25 0.79 10
United States 71,407 71,239 168 — $ 4.43 $ 4.38 0.05 1
Travel Commerce Platform 179,252 179,578 (326) — $ 7.20 $ 6.71 0.49 7

~~International~~

Our International Travel Commerce Platform revenue increased by $81 million, or 9%, due to a 10% increase in RevPas with Reported Segments remaining stable. The increase in RevPas was a result of revenue growth in Air and growth primarily in payment solutions in Beyond Air. The increase in Air was

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mainly due to improved pricing and mix, partially offset by the loss of a large Pacific-based travel agency and a $9 million recognition of revenue in 2017 in respect of revenue deferred in previous years. Our International Travel Commerce Platform revenue as a percentage of Travel Commerce Platform revenue was 75% for the six months ended June 30, 2018 compared to 74% for the six months ended June 30, 2017.

~~Asia Pacific~~

Revenue in Asia Pacific decreased $6 million, or 2%, mainly due to a 12% decrease in Reported Segments, offset by an 11% increase in RevPas. Reported Segments decreased due to the loss of a large Pacific-based travel agency, partially offset by growth in India and Hong Kong. RevPas increased due to growth in payment solutions in Beyond Air.

~~Europe~~

Revenue in Europe increased $85 million, or 22%, primarily due to a 13% increase in RevPas and an 8% increase in Reported Segments. RevPas increased due to revenue growth in Air and growth in payment solutions in Beyond Air. Reported Segments increased mainly due to growth in Greece, United Kingdom and Netherlands, partially offset by decrease in Russia.

~~Latin America and Canada~~

~~Revenue in Latin America and Canada increased by $3 million, or 5%, primarily due to a 3% increase in Reported Segments and a 2% increase in RevPas, both mainly driven by growth in Air.~~

~~Middle East and Africa~~

Revenue in the Middle East and Africa decreased marginally by $1 million. The 1% decrease in RevPas was offset by a 1% increase in Reported Segments. The decrease in RevPas was mainly due to a $9 million recognition in 2017 of revenue deferred in previous years, offset by revenue growth in Air and payment solutions in Beyond Air.

~~United States~~

~~Revenue in the United States increased by $4 million, or 1%, due to a 1% increase in RevPas with Reported Segments remaining stable. RevPas increased primarily due to revenue growth in Air.~~

~~Technology Services~~

~~Technology Services revenue decreased $8 million, or 14%, primarily due to the sale of IGTS in April 2017.~~

~~Cost of Revenue~~

~~Cost of revenue is comprised of:~~

Six Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Commissions $ 699,086 $ 592,253 $ 106,833 18
Technology costs 155,103 164,292 (9,189) (6)
Cost of revenue $ 854,189 $ 756,545 $ 97,644 13

Cost of revenue increased by $98 million, or 13%, as a result of a $107 million, or 18%, increase in commission costs, offset by a $9 million, or 6%, decrease in technology costs. Commissions increased primarily due to incremental commission costs from our payment solutions business and a 10% increase in travel distribution costs per segment driven by pricing, mix, impairment of customer loyalty payments and unfavorable foreign exchange movements. Commissions include amortization of customer loyalty payments of $41 million and $34 million for the six months ended June 30, 2018 and 2017, respectively, and an impairment of $10 million for the six months ended June 30, 2018 resulting from a contract breach by a

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European OTA. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services decreased by $9 million, or 6%, due to reduced costs resulting from the sale of IGTS in April 2017 and higher capitalization of technology investments, offset by unfavorable foreign exchange movements.

~~Selling, General and Administrative (SG&A)~~

~~SG&A is comprised of:~~

Six Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Workforce $ 192,987 $ 177,140 $ 15,847 9
Non-workforce 36,426 41,775 (5,349) (13)
Sub-total 229,413 218,915 10,498 5
Non-core corporate costs 38,142 6,441 31,701 *
SG&A $ 267,555 $ 225,356 $ 42,199 19

~~Percentage calculated not meaningful~~

SG&A expenses increased by $42 million, or 19%, during the six months ended June 30, 2018 compared to June 30, 2017. SG&A expenses include $38 million and $6 million of charges for the six months ended June 30, 2018 and 2017, respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 increased by $10 million, or 5%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel, increased by $16 million, or 9%, primarily due to merit, headcount and other employee-related incentives and unfavorable foreign exchange movements. Non-workforce expenses, which include the costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, decreased by $5 million, or 13%, primarily due to realized foreign exchange gains.

Non-core corporate costs of $38 million and $6 million for the six months ended June 30, 2018 and 2017, respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, impairment of long-lived assets, certain legal and related costs and unrealized foreign currency gains and losses related to derivatives. The increase of $32 million is primarily due to $39 million of unfavorable movements in the fair value of unrealized foreign currency derivative contracts offset by $5 million of lower corporate and restructuring costs and $4 million of lower equity-based compensation and related taxes.

~~Depreciation and Amortization~~

~~Depreciation and amortization is comprised of:~~

Six Months Ended
June 30, Change
(in $ thousands) 2018 2017 $ %
Depreciation on property and equipment $ 77,813 $ 86,034 $ (8,221) (10)
Amortization of acquired intangible assets 20,332 20,523 (191) (1)
Total depreciation and amortization $ 98,145 $ 106,557 $ (8,412) (8)

~~Total depreciation and amortization decreased by $8 million, or 8%, due to a lower level of depreciable property and equipment. Amortization of acquired intangible assets remained stable.~~

~~Interest Expense, Net~~

Interest expense, net, decreased by $25 million, or 39%, primarily due to (i) a $16 million favorable impact of fair value changes on our interest rate swap derivative contracts, (ii) a $3 million reduction due to our lower debt balance and (iii) a $3 million decrease in amortization of debt finance costs and debt discount during the six months ended June 30, 2018 compared to six months ended June 30, 2017.

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~~Loss on Early Extinguishment of Debt~~

In March 2018, we issued senior secured notes and entered into a new senior secured credit agreement (the “2018 Credit Agreement”). The proceeds from the issuance of the senior secured notes and term loan borrowings under the 2018 Credit Agreement, along with cash on our balance sheet, were used to fully repay our borrowings under the previous senior secured credit agreement (the “2014 Credit Agreement”). This transaction was accounted for as the issuance of new debt and an extinguishment of existing debt resulting in a loss on early extinguishment of $28 million.

~~Gain on Sale of a Subsidiary~~

~~In April 2017, we sold our 51% controlling interest in IGTS for a total gross cash consideration of $18 million and recorded a gain on the sale of such subsidiary of $1 million.~~

~~Provision for Income Taxes~~

Our tax provision differs significantly from the expected provision amount calculated at the U.S. federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-U.S. jurisdictions with varying income tax rates, (ii) a valuation allowance maintained in various jurisdictions, including the U.S. and the U.K., due to historical losses in such jurisdictions, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions, (iv) certain income or gains that are not subject to tax, (v) items identified as discrete during the interim period, (vi) the impact of the U.S. Tax Reforms and (vii) the impact of changes in the U.K. to the tax deductibility of interest.

periods.

As of December 31, ~~2017,~~2018, our deferred tax ~~asset~~assets in respect of U.S. and ~~non-U.S.~~non–U.S. NOL carry forwards and U.S. tax credits was ~~$197~~$208 million. We believe it is more likely than not that the benefit from such deferred tax assets will not be

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realized. Consequently, we have recorded valuation allowances of ~~$187~~$186 million against such deferred tax assets as of December 31, ~~2017.~~

2018.

We regularly assess our ability to realize deferred tax assets. As of ~~June 30, 2018,~~March 31, 2019, our estimate of our annual effective tax rate includes the impact of releasing a portion of the valuation allowance associated with ~~both~~ the U.S. ~~and U.K.~~ NOL carry ~~forwards (see below).~~forwards. However, we ~~have maintained~~maintain a valuation allowance on the remaining deferred tax assets. Future realized earnings performance and changes in future earnings projections, among other factors, may cause an adjustment to the conclusion as to whether it is more likely than not that we will realize the benefit of the deferred tax assets. This would impact the income tax expense in the period for which it is determined that these factors have changed.

For the three months ended March 31, 2019, we recognized a ~~result~~$10 million charge for uncertain tax position related to the realizability of ~~our debt restructuring in March~~U.K. NOL carry forwards. In the first quarter of 2018, ~~(see Note 11—Long-Term Debt to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q),~~ we ~~expect that~~expected there ~~will~~would be future taxable income in the U.K. other than the reversal of deferred tax liabilities. Consequently, we ~~have~~ realized a net benefit of $10 million following the release of the valuation allowance on the deferred tax assets associated with ~~our~~its U.K. NOL carry forwards (see Note 4—4 – Income Taxes to our consolidated condensed financial statements included in this Quarterly Report on Form ~~10-Q)~~10‑Q).

Segment Analysis

Segment Net Revenue

The table below sets forth our net revenue by segment:


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018		$		%
Travel Solutions	$	573,158	$	604,059	$	(30,901)	(5)
Payment Solutions		83,381		73,779		9,602	13
Net revenue	$	656,539	$	677,838	$	(21,299)	(3)

For the three months ended March 31, 2019, Travel Solutions net revenue decreased $31 million, or 5%, due to a decline in both Air and Beyond Air (excluding Payment Solutions) revenue of $20 million, or 4%, and $9 million, or 8%, respectively, and a decline in Technology Services revenue of $2 million, or 7%. The decline in Air and Beyond Air (excluding Payment Solutions) revenue was primarily due to a 7% decrease in Reported Segments and decreases in hospitality and digital services revenue driven by the reduction in activity with certain travel agencies. The decline in Technology Services revenue was primarily due to lower hosting fees.

Payment Solutions net revenue increased by $10 million, or 13%, primarily due to improved pricing and an increase in the volume of payments settled with existing customers.

Segment Adjusted EBITDA

The table below sets forth our Segment Adjusted EBITDA:


	Three Months Ended
	March 31,				Change
(in $ thousands)	2019		2018		$		%
Travel Solutions	$	150,856	$	146,506	$	4,350	3
Payment Solutions		9,589		7,671		1,918	25
Segment Adjusted EBITDA	$	160,445	$	154,177	$	6,268	4

Travel Solutions Segment Adjusted EBITDA increased by $4 million, or 3%, primarily due to the decrease in cost of revenue (excluding amortization and impairment of customer loyalty payments) and SG&A expenses (excluding non-core corporate costs), which was partially offset by a reduction in Travel Solutions net revenue.

Payment Solutions Segment Adjusted EBITDA increased by $2 million, or 25%, primarily due to workforce cost efficiencies.

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Liquidity and Capital Resources

Our principal sources of liquidity are (i) cash and cash equivalents, (ii) cash flows generated from operations and (iii) borrowings under our revolving credit facility. As of ~~June 30, 2018,~~March 31, 2019, our cash and cash equivalents and revolving credit facility availability were as follows:


	March 31,
(in $ thousands)	2019
Cash and cash equivalents	$	247,725
Revolving credit facility availability		146,400

(in $ thousands)
June 30,
2018

Cash and cash equivalents $ 183,510
Revolving credit facility availability 141,749

With the cash and cash equivalents on our consolidated condensed balance sheet, our ability to generate cash from operations and access to our revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for at least the next 12 months.

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Working Capital

Our cash flows from operations are significantly impacted by revenue derived from, and commissions paid to, travel providers and travel agencies and consist of accounts ~~receivables~~receivable and deferred revenue from travel providers and travel agencies, current prepaid travel agency incentive payments and accrued liabilities for commissions. The movement within these account balances are included within working capital.

The table below sets out our working capital as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, as monitored by management, which is then reconciled to our working capital as presented in our consolidated condensed balance sheets:


	Asset (Liability)
	March 31,		December 31,
(in $ thousands)	2019		2018		Change
Accounts receivable, net	$	259,769	$	209,834	$	49,935
Accrued commissions and incentives		(323,893)		(282,444)		(41,449)
Deferred revenue, rebate obligations and prepaid incentives, net		(38,513)		(40,905)		2,392
Cash and cash equivalents		247,725		213,001		34,724
Accounts payable and employee related		(140,925)		(145,591)		4,666
Accrued interest expense		(10,526)		(20,528)		10,002
Current portion of long-term debt		(59,238)		(57,497)		(1,741)
Current portion of operating lease liabilities		(12,664)		—		(12,664)
Taxes		4,168		10,772		(6,604)
Other assets, net		14,097		20,099		(6,002)
Working Capital	$	(60,000)	$	(93,259)	$	33,259
Consolidated Condensed Balance Sheets:
Total current assets	$	622,569	$	536,440	$	86,129
Total current liabilities		(682,569)		(629,699)		(52,870)
Working Capital	$	(60,000)	$	(93,259)	$	33,259

Asset (Liability) Change
(in $ thousands)
June 30,
2018

December 31,
2017

Accounts receivable, net $ 262,407 $ 206,524 $ 55,883
Accrued commissions and incentives (336,055) (282,954) (53,101)
Deferred revenue and prepaid incentives, net (43,579) (31,419) (12,160)
Cash and cash equivalents 183,510 122,039 61,471
Accounts payable and employee related (146,625) (145,140) (1,485)
Accrued interest (20,329) (12,010) (8,319)
Current portion of long-term debt (56,527) (64,291) 7,764
Taxes 3,026 (2,823) 5,849
Other assets, net 19,425 1,724 17,701
Working Capital $ (134,747) $ (208,350) $ 73,603
Consolidated Condensed Balance Sheets:
Total current assets $ 570,988 $ 438,287 $ 132,701
Total current liabilities (705,735) (646,637) (59,098)
Working Capital $ (134,747) $ (208,350) $ 73,603

As of ~~June 30, 2018,~~March 31, 2019, we had a working capital net liability of ~~$135~~$60 million compared to ~~$208~~$93 million as of December 31, ~~2017.~~2018. The ~~decrease~~improvement in working capital of ~~$74~~$33 million is primarily due to a ~~$61~~$50 million increase in accounts receivable, net, a $35 million increase in cash and cash equivalents as(as discussed in “Cash Flows” ~~below,~~below), a ~~$56 million increase in accounts receivable, net, an $18 million increase in other assets, net, an $8~~$10 million decrease in ~~the current portion of long-term debt,~~accrued interest and a $6$5 million ~~increase~~decrease in ~~tax assets,~~accounts payable and employee related, partially offset by a ~~$53~~$41 million increase in accrued commissions and incentives, a ~~$12~~$13 million increase in ~~deferred revenue~~operating lease liabilities (see Note 12 – Leases to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q), a $7 million decrease in taxes and ~~prepaid incentives, net, and an $8~~a $6 million ~~increase~~decrease in ~~accrued interest.~~other assets, net.

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The table below sets out information on our accounts receivable:


	March 31,		December 31,
	2019		2018		Change
Accounts receivable, net (in $ thousands)	$	259,769	$	209,834	$	49,935
Accounts receivable, net – Days Sales Outstanding (“DSO”)		36		36		—

June 30,
2018 December 31,
2017 Change
Accounts receivable, net (in $ thousands)
$ 262,407 $ 206,524 $ 55,883
Accounts receivable, net – Days Sales Outstanding (“DSO”) 37 37 —

Substantially all of our Air revenue within our Travel Commerce Platform is collected through the International Air Transport Association (“IATA”), Airline Clearing House (“ACH”) and other similar clearing houses. Both, IATA and ACH, ~~requires~~require participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, Air revenue accounted for approximately ~~68%~~69% of our net revenue; however, only ~~48%~~51% of our outstanding receivables related to customers using the IATA or the ACH as of ~~June 30, 2018.~~March 31, 2019. The IATA and the ACH receivables are collected on average in 3230 days. Beyond Air revenue is generally not collected through the IATA or the ACH process and takes longer to collect. Our average net collection period for total accounts receivable, net, was 3736 DSO as of both ~~June 30, 2018,~~March 31, 2019 and December 31, ~~2017.~~2018. The growth in Air revenue in ~~June 2018~~March 2019 compared to December ~~2017~~2018 primarily contributed to the increase in our accounts ~~receivables,~~receivable, net, balance.

Our revenue can experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. Our accounts receivable balance increased by ~~$56~~$50 million from December 31, ~~2017~~2018 to ~~June 30, 2018,~~March 31, 2019, and our accrued commissions and incentives increased by ~~$53~~$41 million from December 31,

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~~2017~~ 2018 to ~~June 30, 2018,~~March 31, 2019, reflecting the seasonality in our business. Seasonality trends generally cause our revenue to be higher in the first and second quarters as compared to the third and fourth quarters of the calendar year. Revenue and related cost of revenue typically peaks during the first half of the year as travelers plan and book their upcoming spring and summer travel.

Cash Flows

The following table summarizes the changes to our cash flows provided by (used in) operating, investing and financing activities for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018		Change
Cash provided by (used in):
Operating activities	$	83,489	$	83,097	$	392
Investing activities		(34,097)		(36,663)		2,566
Financing activities		(14,839)		(41,705)		26,866
Effect of exchange rate changes		202		397		(195)
Net increase in cash, cash equivalents and restricted cash	$	34,755	$	5,126	$	29,629

Six Months Ended
June 30, Change
(in $ thousands) 2018 2017 $
Cash provided by (used in):
Operating activities of continuing operations $ 202,286 $ 178,607 $ 23,679
Investing activities (74,466) (50,262) (24,204)
Financing activities (65,470) (52,552) (12,918)
Effect of exchange rate changes (879) 782 (1,661)
Net increase in cash and cash equivalents $ 61,471 $ 76,575 $ (15,104)

As of ~~June 30, 2018,~~March 31, 2019, we had ~~$184~~$251 million of cash, ~~and~~ cash equivalents and restricted cash, an increase of ~~$61~~$35 million compared to December 31, ~~2017.~~2018. The following discussion summarizes the changes to our cash flows from operating, investing and financing activities for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 compared to the ~~six~~three months ended ~~June 30, 2017.~~

March 31, 2018.

Operating activities. For the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, cash provided by operating activities ~~was $202 million compared to $179 million for the six months ended June 30, 2017.~~remained stable at $83 million. The ~~increase of $24 million is primarily a result of the positive impact of changes in working capital~~benefit resulting from lower customer loyalty and ~~lower interest~~income tax payments was offset by higher ~~income tax~~payments related to interest and ~~customer loyalty payments.~~

restructuring liabilities.

Investing activities.During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, cash used in investing activities of ~~$74~~$34 million and $37 million, respectively, was for the purchase of property and equipment. ~~During the six months ended June 30, 2017, cash used in investing activities~~

Table of ~~$50 million was due to $47 million of cash used in the purchase of property and equipment and a $3 million net cash outflow related to the sale of IGTS.~~Contents

Our investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ include:


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018		Change
Cash additions to software developed for internal use	$	31,264	$	31,352	$	(88)
Cash additions to computer equipment and other		2,833		5,311		(2,478)
Property and equipment additions	$	34,097	$	36,663	$	(2,566)

Six Months Ended
June 30,
(in $ thousands) 2018 2017 Change
Cash additions to software developed for internal use $ 64,020 $ 35,214 $ 28,806
Cash additions to computer equipment and other 10,446 11,615 (1,169)
Property and equipment additions $ 74,466 $ 46,829 $ 27,637

Our Capital Expenditures, substantially all of which relate to our Travel Commerce Platform, include cash additions for software developed for internal use and computer equipment, as well as cash used for the repayment of ~~capital~~finance lease and other indebtedness obligations. We repaid ~~capital~~finance lease and other indebtedness obligations of ~~$19~~$10 million and $8 million for ~~each of~~ the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~respectively, which are primarily related to assets within our data center. Our total Capital Expenditures were ~~$93~~$44 million and ~~$66~~$45 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

Cash additions to software developed for internal use represent the continuing development of our systems to enhance our Travel Commerce Platform. Our expenditures have been focused on key areas, including investing in our data center and hybrid cloud capabilities, increasing connectivity for customers, including enabling ~~Airline~~airline New Distribution Capabilities content and enhancing our search technology and capabilities, developing mobile customer engagement solutions, the development of content for hotels and car rental providers, further development of Smartpoint, our innovative booking solution delivering multisource content and pricing and the development of our Travelport Merchandising Platform to allow airlines to showcase their content in travel agency workflows.

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Financing activities.Cash used in financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2019 was $15 million, which primarily consisted of (i) $10 million of finance lease and other indebtedness repayments and (ii) $6 million of repayments of term loans under our senior secured credit agreement. The cash used in financing activities for the three months ended March 31, 2018 was ~~$65~~$42 million, which primarily consisted of (i) $1,400 million of gross proceeds from term loans borrowed under ~~the~~our March 2018 ~~Credit Agreement,~~senior secured credit agreement, (ii) $745 million of gross proceeds from the issuance of senior secured notes, ~~(iii) $6 million of proceeds from the issuance of common shares on the exercise of stock options and under our employee share purchase plan,~~ offset by ~~(iv)~~(iii) $2,154 million of repayments of term loans under the September 2014 ~~Credit Agreement, (v) $22~~senior secured credit agreement, (iv) $17 million of payments towards debt finance costs and lender fees, ~~(vi) $19~~(v) $9 million of dividend payments to our shareholders and ~~(vii) $19~~(vi) $8 million of ~~capital~~finance lease and other indebtedness repayments. The cash used in financing activities for the six months ended June 30, 2017 was $53 million, which primarily consisted of (i) $19 million of capital lease and other indebtedness repayments, (ii) $19 million in dividend payments to shareholders and (iii) $12 million of term loans repayments.

We believe our important measure of liquidity is Free Cash Flow. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We use this measure to conduct and evaluate our operating liquidity. We believe it typically presents an alternate measure of cash flows since purchases of property and equipment are a necessary component of our ongoing operations and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our platform. We believe it provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.

Free Cash Flow is a ~~non-GAAP~~non — GAAP measure and may not be comparable to similarly named measures used by other companies. This measure has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent cash flow for discretionary expenditures. This measure should not be considered as a measure of liquidity or cash flows from operations as determined under U.S. GAAP. This measure is not measurement of our financial performance under U.S. GAAP and should not be considered in isolation or as alternative to net income (loss) or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of liquidity.

We use Capital Expenditures to determine our total cash spent on acquisition of property and equipment and cash repayment of ~~capital~~finance lease ~~obligation~~liabilities and other indebtedness. We believe this measure provides management and investors an understanding of total capital invested in the development of our platform. Capital Expenditures is a non-GAAP measure and may not be comparable to similarly named measures used by other entities. This measure has limitation in that it aggregates cash flows from investing and financing activities as determined under U.S. GAAP.

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The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow:


	Three Months Ended
	March 31,
(in $ thousands)	2019		2018		Change
Net cash provided by operating activities	$	83,489	$	83,097	$	392
Less: capital expenditures on property and equipment additions		(34,097)		(36,663)		2,566
Free Cash Flow	$	49,392	$	46,434	$	2,958

Six Months Ended
June 30,
(in $ thousands) 2018 2017
Net cash provided by operating activities $ 202,286 $ 178,607
Less: capital expenditures on property and equipment additions (74,466) (46,829)
Free Cash Flow $ 127,820 $ 131,778

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Financing Arrangements

As of ~~June 30, 2018,~~March 31, 2019, our financing arrangements include our senior secured credit facilities, ~~under the 2018 Credit Agreement,~~ our senior secured notes and ~~the~~ obligations under our ~~capital leases~~finance lease and other indebtedness. The following table summarizes our Net Debt position as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017:~~

(in $ thousands) Interest rate Maturity ��
June 30,
2018

December 31,
2017

Senior Secured Credit Agreement
Term loans – (2018 Credit Agreement)(1)
L+2.50% March 2025 $ 1,386,456 $ —
Term loans – (2014 Credit Agreement)(2)
L+2.75% September 2021 — 2,124,439
Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — —
Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — —
Senior Secured Notes
Senior Secured Notes(3)
6.00% March 2026 737,640 —
Capital leases and other indebtedness 148,762 105,574
Total debt 2,272,858 2,230,013
Less: cash and cash equivalents (183,510) (122,039)
Net Debt(4)
$ 2,089,348 $ 2,107,974

2018:


	Interest				March 31,		December 31,
(in $ thousands)	rate		Maturity		2019		2018
Senior Secured Credit Agreement
Term loans (1)		L+2.50%		March 2025	$	1,367,688	$	1,372,666
Revolver borrowings		L+2.25%		September 2022		—		—
Senior Secured Notes
Senior secured notes (2)		6.00%		March 2026		738,504		738,274
Finance lease liabilities						129,306		136,729
Other indebtedness						4,024		4,365
Total debt						2,239,522		2,252,034
Less: cash, cash equivalents and restricted cash						(251,135)		(216,380)
Net Debt (3)					$	1,988,387	$	2,035,654

~~(1)~~

~~As of June 30,~~

(1)

(2)

As of both March 31, 2019 and December 31, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $6 million and $7 million as of March 31, 2019 and December 31, 2018, respectively.

(3)

Net Debt is defined as total debt comprised of current and non-current portion of long-term debt minus cash, cash equivalents and restricted cash. Net Debt is a non — GAAP measure and is not a measurement of our indebtedness under U.S. GAAP and should not be considered in isolation or as alternative to assess our total debt or any other measures derived in accordance with U.S. GAAP. The management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we believe, certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

Senior Secured Credit Agreement

During the three months ended March 31, 2019, we (i) repaid $6 million principal amount of term loans outstanding under ~~the 2018 Credit Agreement was $1,400~~our senior secured credit agreement and (ii) amortized $1 million ~~which is netted for unamortized debt discount~~ of ~~$7 million and unamortized~~ debt finance costs ~~of $7 million.~~

~~(2)~~

~~As of December 31, 2017, the principal amount of term loans outstanding under the 2014 Credit Agreement was $2,154 million, which is netted for unamortized~~and debt ~~discount of $17 million and unamortized debt finance costs of $13 million.~~

~~(3)~~

~~As of June 30, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $7 million.~~

~~(4)~~

Net Debt is defined as total debt comprised of current and non-current portion of long-term debt minus cash and cash equivalents. Net Debt is not a measurement of our indebtedness under U.S. GAAP and should not be considered in isolation or as alternative to assess our total debt or any other measures derived in accordance with U.S. GAAP. discount.

The management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we believe, certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

~~Senior Secured Credit Agreement~~

In March 2018, Travelport Finance (Luxembourg) S.à r.l. (the “Borrower”), our wholly-owned subsidiary, entered into the 2018 Credit Agreement under which, the lenders agreed to extend credit to the Borrower in the form of (a) initial secured term loans in an aggregate principal amount of $1,400 million maturing in March 2025, issued at a discount of 0.50%, which amortizes in quarterly installments, commencing August 31, 2018, equal to 0.25% of the original principal amount of the term loans, with the balance payable at maturity and (b) a revolving credit facility in an aggregate principal amount of $150 million maturing in September 2022. We used the net proceeds from these term loans, together with the proceeds from the issuance of senior secured notes (discussed below) and cash on the balance sheet, to repay the outstanding balance remaining of the term loans under the 2014 Credit Agreement and pay the related transaction expenses and fees. Upon the repayment in full of the obligations, the 2014 Credit Agreement was terminated. We recorded the debt refinancing transaction as the issuance of new debt and extinguishment of prior debt and recognized a loss on early extinguishment of debt of $28 million in our consolidated condensed statements of operations for the six months ended June 30, 2018.

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~~Under the 2018 Credit Agreement, the~~ interest rate per annum applicable to (a) the term loans is based on, at ~~the~~our election, ~~of the Borrower,~~ LIBOR plus 2.50% or base rate (as defined in the ~~2018 Credit Agreement)~~senior secured credit agreement) plus 1.50% and (b) the borrowings under revolving credit facility, at ~~the~~our election, ~~of the Borrower,~~ LIBOR plus 2.25% or base rate (as defined in the senior secured credit agreement) plus 1.25%. LIBOR rates and base rates have a floor of 0.00%. We expect to pay interest based on LIBOR.

~~Further, during~~

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We are not contractually required to repay quarterly installments of the ~~six months ended June 30, 2018,~~term loans until the fourth quarter of 2019. However, we ~~(i) repaid~~have classified a portion of our term loans (along with the contractual quarterly ~~installment~~installments) as current portion of ~~$6 million principal~~long-term debt as we intend, and are able, to make additional voluntary prepayments of the term loans from cash flow from operations, which we expect to occur within the next twelve months. The amount of ~~term loans outstanding under the 2014 Credit Agreement, (ii) amortized $2 million of debt finance costs~~any such prepayments may vary based on our actual cash flow generation and $1 million of debt discount, (iii) repaid $18 million under our capital lease obligations and entered into new capital leases arrangements for information technology assets resulting in a $62 million increase in capital lease obligations and (iv) repaid $1 million under our other indebtedness obligations.

Under the ~~new terms, the Borrower has~~senior secured credit agreement, we have a $150 million revolving credit facility, which contains a letter of credit sub-limit up to a maximum of $100 million. As of ~~June 30, 2018,~~March 31, 2019, there were no outstanding borrowings under the revolving credit facility under the ~~2018 Credit Agreement,~~senior secured credit agreement, and $8$4 million was utilized for the issuance of letters of credit, with a balance of ~~$142~~$146 million remaining.

Change of Control

The Merger (as discussed in Note 1 — Basis of Presentation and the Merger to our consolidated condensed financial statements included in this Quarterly Report on Form 10-Q), if completed, will be considered an “Event of Default” under the terms of senior secured credit agreement, and, as a result, the Administrative Agent (as defined in the senior secured credit agreement) may and, at the request of the majority of lenders, shall (i) declare the unpaid principal amount of the outstanding term loans and revolving credit loans and the amount of all outstanding payments made by a lender pursuant to a letter of credit, along with the interest accrued and unpaid thereon, to be immediately due and payable, (ii) require us to provide cash as collateral in an amount equal to 103% of the aggregate amount available to be drawn under all outstanding letters of credit plus any unreimbursed drawings and (iii) terminate all the commitments of the lenders provided to us. In order to avoid triggering such an “Event of Default,” we expect to repay amounts outstanding, including accrued and unpaid interest, under the senior secured credit agreement concurrently with, and conditional upon, the consummation of the Merger and pursuant to the terms of the senior secured credit agreement.

Senior Secured Notes

As of March ~~2018, Travelport Corporate Finance PLC (the “Issuer”), our wholly-owned subsidiary, issued~~31, 2019, we had a principal amount of $745 million in senior secured notes due in March 2026 with a stated interest rate of 6.00% per annum. ~~The proceeds were used to repay~~

Change of Control

If the Merger is completed and the “Ratings Event” as defined in the Indenture governing our senior secured notes occurs, it will constitute a ~~portion~~“Change of ~~our term loans outstanding~~Control Triggering Event” under the ~~2014 Credit Agreement. The interest on~~Indenture and, subject to certain conditions, we will be required to make an offer to purchase all of the senior secured notes ~~is payable semi-annually~~pursuant to the “Change of Control Offer” (as defined in the Indenture), at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, unless we have previously or substantially concurrently therewith delivered a redemption notice with respect to all of the outstanding senior secured notes as described in ~~arrears on~~the Indenture. Subject to and conditional upon the closing of the Merger, the issuer of the senior secured notes, our wholly owned subsidiary, has given notice to the trustee under the Indenture and the holders of the senior secured notes of its intention to optionally redeem the notes, in whole at a redemption price equal to 100% of the principal amount plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to but excluding the redemption date.

Finance Lease Obligations

During the three months ended March 1531, 2019, we repaid $9 million of our finance lease obligations and ~~September 15~~entered into $2 million of ~~each year, commencing September 15, 2018.~~

new finance leases for information technology assets.

Debt Covenants and Guarantees

Travelport Finance (Luxembourg) S.a.r.l., our indirect 100% owned subsidiary, is the obligor (the “Obligor”) under ~~our senior secured credit agreement. All obligations under our~~ the senior secured credit agreement. All obligations under the senior secured credit agreement are unconditionally guaranteed by certain of our wholly owned foreign subsidiaries, and, subject to certain exceptions, each of our existing and future domestic wholly owned subsidiaries. All obligations under our secured debt, and the guarantees of those

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obligations, are secured by substantially all the following assets of the Obligor and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock and intercompany indebtedness of the Obligor and each guarantor; (ii) a pledge of 100% of the capital stock and intercompany indebtedness of certain other subsidiaries directly owned by the Obligor or any other guarantor subject to certain exceptions and limitations; and (iii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Obligor and each U.S. guarantor subject to additional collateral and guarantee obligations.

Borrowings under the ~~2018 Credit Agreement~~senior secured credit agreement are subject to amortization and prepayment requirements. In addition, ~~the 2018 Credit Agreement~~our senior secured credit agreement and the Indenture governing the senior secured notes contain various covenants, events of default and other provisions, including, under certain circumstances, a leverage ratio requirement under the ~~2018 Credit Agreement.~~

senior secured credit agreement.

Our ~~2018 Credit Agreement~~senior secured credit agreement and the Indenture governing the senior secured notes limit certain of our subsidiaries’ ability to:

incur additional indebtedness;

•

pay dividends on, repurchase or make distributions in respect of equity interests or make other restricted payments;

~~incur additional indebtedness;~~

make certain investments;

sell certain assets;

•

create liens on certain assets to secure debt;

~~pay dividends on, repurchase or make distributions in respect of equity interests or make other restricted payments;~~

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

enter into certain transactions with affiliates; and

•

designate our subsidiaries as unrestricted subsidiaries.

~~make certain investments;~~

•

~~sell certain assets;~~

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•

~~create liens on certain assets to secure debt;~~

•

~~consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;~~

•

~~enter into certain transactions with affiliates; and~~

•

~~designate our subsidiaries as unrestricted subsidiaries.~~

As of ~~June 30, 2018,~~March 31, 2019, our consolidated first lien net leverage ratio, as determined under ~~the 2018 Credit Agreement,~~our senior secured credit agreement, was ~~3.79~~3.69 compared to the maximum allowable of 6.00. In addition, we were in compliance with the other covenants under the ~~2018 Credit Agreement~~senior secured credit agreement and Indenture.

We re-evaluate our capital structure from time to time including, but not limited to, refinancing our current indebtedness with other indebtedness which may have different interest rates, maturities and covenants.

Interest Rate Risk

We are exposed to interest rate risk relating to our floating rate debt under ~~the 2018 Credit Agreement.~~our senior secured credit agreement. We use derivative financial instruments as part of our overall strategy to manage our exposure to interest rate risk. We do not use derivatives for trading or speculative purposes.

Our primary interest rate exposure as of ~~June 30, 2018~~March 31, 2019 was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on our dollar denominated floating rate debt. Interest on the ~~$1,400~~$1,380 million principal amount of term loans under ~~the 2018 Credit Agreement~~our senior secured credit agreement is currently charged at LIBOR plus 2.50%. In order to protect against potential higher interest costs resulting from increases in LIBOR, as of ~~June 30, 2018,~~March 31, 2019, we have outstanding interest rate swap contracts that fix the LIBOR rate payable as follows:


		Average
Notional Amount		Interest
($ in thousands)	Period	Rate
1,200,000	February 2019 to February 2020	2.1906%
400,000	February 2020 to February 2021	2.1925%
320,000	February 2021 to February 2022	3.0178%

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, none of the derivative financial instruments used to manage our interest rate exposure were designated as accounting hedges. The fluctuations in the fair value of interest rate derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of interest expense, net, in our consolidated condensed statements of operations. ~~Gains (losses)~~(Losses) gains on these interest rate derivative financial instruments were ~~$16~~$(5) million and ~~$(5)~~$11 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

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Foreign Currency Risk

We are exposed to foreign currency exchange rate risk that arises from certain intercompany transactions, earnings denominated in non-U.S. dollar currencies and from non-functional currency denominated assets and liabilities.

We use derivative financial instruments as part of our overall strategy to manage our exposure to foreign currency exchange rate risk. We do not use derivatives for trading or speculative purposes.

During ~~2018,~~2019, we used foreign currency derivative contracts (i.e. forward contracts) to manage our exposure to foreign currency exchange rate risk. As of ~~June 30, 2018,~~March 31, 2019, we had ~~$440~~$405 million net notional amount of foreign currency forward contracts.

During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ none of the derivative financial instruments used to manage our foreign currency exposures were designated as accounting hedges. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of selling, general and administrative expenses in our consolidated

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condensed statements of operations. (Losses) gains on these foreign currency derivative financial instruments amounted to ~~$(13)~~$(3) million and ~~$11~~$5 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The fluctuations in the fair values of our foreign currency derivative financial instruments partially offset the impact of the changes in the value of the underlying risks they are intended to economically hedge.

As of ~~June 30, 2018,~~March 31, 2019, our derivative contracts that hedge our interest rate and foreign currency exposure had a net ~~asset~~liability position of ~~$10~~$9 million and cover transactions for a period that does not exceed ~~four~~three years.

Contractual Obligations

~~Following our debt restructuring in~~

As of March ~~2018, our contractual obligations related to the term loans have changed since December~~ 31, 2017, and our contractual obligations also include obligations related to the senior secured notes we issued in March 2018. The following table summarizes our future contractual obligations related to our long-term debt as of June 30, 2018:

Year Ending June 30,
(in $ thousands) 2019 2020 2021 2022 2023 Thereafter Total
Term loans $ 14,000 $ 14,000 $ 14,000 $ 14,000 $ 14,000 $ 1,330,000 $ 1,400,000
Senior secured notes — — — — — 745,000 745,000
Capital leases and other indebtedness 42,527 42,064 35,485 28,140 546 — 148,762
Interest payments(1)
110,177 116,444 114,886 112,963 110,493 252,126 817,089
Total $ 166,704 $ 172,508 $ 164,371 $ 155,103 $ 125,039 $ 2,327,126 $ 3,110,851

~~(1)~~

Interest payments include interest on the term loans under the 2018 Credit Agreement, the senior secured notes and our capital leases and other indebtedness. Interest on the term loans is based on the interest rate as of June 30, 2018 of LIBOR plus 2.50%, and interest on the senior secured notes is based on its stated rate of 6.00%. Interest payments also include an estimate of cash flows for interest rate swap contracts.

~~Other than as set forth above, as of June 30, 2018,~~2019, our future contractual obligations have not changed significantly from the amounts included within our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2017~~2018 filed with the SEC on February ~~20, 2018.~~

22, 2019.

Other Off-Balance Sheet Arrangements

We had no ~~other~~ off-balance sheet arrangements during the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We assess our market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values and cash flows based on a hypothetical 100 basis point change (increase and decrease) in interest rates and a 10% change (increase and decrease) in the exchange rates against the U.S. dollar as of ~~June 30, 2018.~~March 31, 2019. There are certain limitations inherent in these sensitivity analyses as our overall market risk is influenced by a wide variety of factors, including the volatility present within markets and the liquidity of markets. These “shock tests” are constrained by several factors, including the necessity to conduct analysis based on a single point in time and the inability to include complex market reactions normally arising from the market shifts modelled.

Interest Rate Risk

We assess our interest rate market risk utilizing a sensitivity analysis based on a hypothetical 100 basis point change (increase or decrease) in interest rates. As of ~~June 30, 2018,~~March 31, 2019, we have determined, through such analysis, that a 100 basis point increase or decrease in interest rates, based on the outstanding floating rate debt balance, would increase or decrease our annualized interest charge by $14 million, excluding the effect of fair value changes on our interest rate swaps.

In order to protect against potential higher interest costs resulting from increases in LIBOR, we have entered into several interest rate swap derivative contracts. We have not hedge accounted for these swaps. Mark to market fair value changes on these swaps, which represent the net present value of future cash flows on the swaps, are accounted for within interest expense, net, in our consolidated condensed statement of operations. As of ~~June 30, 2018,~~March 31, 2019, a 100 basis point increase or decrease in interest rates would result in a credit or debit, respectively, to our interest expense of ~~$26~~$19 million due to changes in the fair value of these swaps.

Foreign Currency Risk

We have foreign currency exposure to exchange rate fluctuations, particularly with respect to the British pound, Euro and Australian dollar. We anticipate such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future. We assess our foreign currency market risk utilizing a sensitivity analysis based upon a hypothetical 10% change (increase or decrease) in exchange rate against the U.S. dollar on the value of our foreign currency derivative instruments as of ~~June 30, 2018.~~March 31, 2019. We have determined, through the sensitivity analysis, that the impact of a 10% strengthening or weakening in the U.S. dollar exchange rate with respect to the British pound, Euro and Australian dollar would result in a debit or credit, respectively, of ~~$42 million and a 10% weakening in the U.S. dollar exchange rate with respect to the same currencies would result in a credit of $43~~$38 million on our consolidated condensed statements of operations.

There were no material changes to our market risks as previously disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations—~~Operations — Quantitative and Qualitative Disclosure About Market Risks” included in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2017~~2018 filed with the SEC on February ~~20, 2018.~~22, 2019.

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~~Item~~ITEM 4. ~~Controls and Procedures~~CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~(a)~~

~~Disclosure Controls and Procedures.~~ The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules ~~13a-15(e)~~13a‑15(e) and ~~15d-15(e)~~15d‑15(e) under the Act) as of ~~June 30, 2018.~~March 31, 2019. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective.

(b)

Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a‑15(f) and 15d‑15(f) under the Act) during the Company’s fiscal quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On January 1, 2019, we adopted the new accounting guidance on leases. We implemented internal controls and a new lease accounting information system to enable the preparation of financial information as part of the adoption. There were no significant changes to our internal control over financial reporting due to the adoption of the new standard.

~~(b)~~

(c)

Limitations on Controls. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

~~Changes in Internal Control Over Financial Reporting~~. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the Company’s fiscal quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~(c)~~

~~Limitations on Controls.~~ Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form ~~10-K~~10‑K for the year ended December ~~31, 2017, filed with the SEC on February 20, 2018, and our Quarterly Report on Form 10-Q for the quarter ended March~~ 31, 2018, filed with the SEC on ~~May 3, 2018.~~

February 22, 2019.

ITEM 1A. RISK FACTORS.

~~There~~

The consummation of the Merger is subject to a number of remaining conditions, including regulatory approval in Russia, and if these conditions are not satisfied, the Merger will not be consummated.

Although we obtained shareholder approval of the Merger and the termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the competition laws of Austria, Germany, Portugal, South Africa and Turkey, consummation of the Merger is subject to the satisfaction of additional conditions that may not occur, including approval under the competition laws in Russia.

Russian regulatory and governmental entities may impose conditions on the granting of such approval and, if such regulatory and governmental entities seek to impose such conditions, lengthy negotiations may ensue among such regulatory or governmental entities, Siris, Elliott and us. The process of obtaining Russian approval has had the effect of delaying completion of the Merger, and such approval may not be received and conditions thereto may not be satisfied for an extended period of time.

The obligation to consummate the Merger is also subject to the accuracy of representations and warranties, and the satisfaction of performance of obligations, in each case as set forth in the Merger Agreement, subject to specified materiality exceptions. The obligations of Siris and Elliott to close are also subject to the absence of any material adverse effect on us. As a result of the above-mentioned conditions and the other conditions described in the Merger Agreement, there can be no assurance that the Merger will be consummated.

Should the Merger fail to close for any reason, our business, financial condition, operating results, or cash flows may be materially adversely affected.

Other than as set forth above, there have been no material changes in the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, filed with the SEC on February ~~20, 2018.~~

22, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Trade Sanctions Disclosure

The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Exchange Act.

As part of our global business in the travel industry, we provide certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. We also provide certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign

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Assets Control. Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

The gross revenue and net loss attributable to these activities in the quarter ended ~~June 30, 2018~~March 31, 2019 were approximately $19,000 and ~~$4,000~~$9,000 respectively.

ITEM 6. EXHIBITS.

See Exhibit Index.

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EXHIBIT INDEX

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

		~~TRAVELPORT WORLDWIDE LIMITED~~
Exhibit No.	~~Date: August 2, 2018~~	~~By:~~ ~~/s/~~ B~~ernard~~ Bot ~~Bernard Bot~~ ~~Executive Vice President and Chief Financial Officer~~	Description
3.1	~~Date: August 2, 2018~~	~~By:~~ ~~/s/~~ A~~ntonios~~ B~~asoukeas~~ ~~Antonios Basoukeas~~ ~~Chief Accounting Officer~~

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~~EXHIBIT INDEX~~

	~~Exhibit~~ ~~No.~~	~~Description~~
	~~3.1~~	Amended and Restated Memorandum of Association of Travelport Worldwide Limited (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Travelport Worldwide Limited on September 30, 2014).
3.2	~~3.2~~	Amended and Restated Bye-laws of Travelport Worldwide Limited (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Travelport Worldwide Limited on September 30, 2014).
31.1	~~31.1~~	Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	~~31.2~~	Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	~~101.INS~~	XBRL Instance Document
101.SCH	~~101.SCH~~	XBRL Taxonomy Extension Schema Document
101.CAL	~~101.CAL~~	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	~~101.LAB~~	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	~~101.PRE~~	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	~~101.DEF~~	XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TRAVELPORT WORLDWIDE LIMITED

Date: May 10, 2019	By:	/s/ BERNARD BOT
		Bernard Bot
		Executive Vice President and Chief Financial Officer


Date: May 10, 2019	By:	/s/ ANTONIOS BASOUKEAS
		Antonios Basoukeas
		Chief Accounting Officer

(in $ thousands, except share data)	Three Months Ended June 30, 2018			Three Months Ended June 30, 2017				Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Net revenue		$	662,008		$	612,107	��		$	1,339,846		$	1,262,870
Costs and expenses
Cost of revenue			427,792			369,708				854,189			756,545
Selling, general and administrative			142,355			114,055				267,555			225,356
Depreciation and amortization			49,568			53,648				98,145			106,557
Total costs and expenses			619,715			537,411				1,219,889			1,088,458
Operating income			42,293			74,696				119,957			174,412
Interest expense, net			(23,605)			(32,943)				(38,540)			(63,218)
Loss on early extinguishment of debt			—			—				(27,661)			—
Gain on sale of a subsidiary			—			1,217				—			1,217
Other expense			(371)			(846)				(464)			(1,692)
Income before income taxes			18,317			42,124				53,292			110,719
Provision for income taxes			(11,312)			(7,758)				(14,803)			(20,490)
Net income from continuing operations			7,005			34,366				38,489			90,229
Income from discontinued operations, net of tax			—			—				27,747			—
Net income			7,005			34,366				66,236			90,229
Net (income) loss attributable to non-controlling interest in subsidiaries			(861)			561				(1,263)			804
Net income attributable to the Company		$	6,144		$	34,927			$	64,973		$	91,033
Income per share – Basic:
Income per share – continuing operations		$	0.05		$	0.28			$	0.30		$	0.73
Income per share – discontinued operations			—			—				0.22			—
Basic income per share		$	0.05		$	0.28			$	0.52		$	0.73
Weighted average common shares outstanding – Basic			126,043,518			124,357,929				125,737,328			124,219,917
Income per share – Diluted:
Income per share – continuing operations		$	0.05		$	0.28			$	0.29		$	0.72
Income per share – discontinued operations			—			—				0.22			—
Diluted income per share		$	0.05		$	0.28			$	0.51		$	0.72
Weighted average common shares outstanding – Diluted			126,979,505			125,756,484				126,504,293			125,634,628
Cash dividends declared per common share		$	0.075		$	0.075			$	0.150		$	0.150

(in $ thousands, except share data)	June 30, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents		$	183,510		$	122,039
Accounts receivable (net of allowances for doubtful accounts of $8,913 and $10,245, respectively)			262,407			206,524
Other current assets			125,071			109,724
Total current assets			570,988			438,287
Property and equipment, net			490,806			431,741
Goodwill			1,086,193			1,089,590
Trademarks and tradenames			313,097			313,097
Other intangible assets, net			470,200			496,180
Deferred income taxes			22,394			12,796
Other non-current assets			72,735			76,808
Total assets		$	3,026,413		$	2,858,499
Liabilities and equity
Current liabilities:
Accounts payable		$	79,037		$	73,278
Accrued expenses and other current liabilities			570,171			509,068
Current portion of long-term debt			56,527			64,291
Total current liabilities			705,735			646,637
Long-term debt			2,216,331			2,165,722
Deferred income taxes			37,571			34,899
Other non-current liabilities			197,496			203,562
Total liabilities			3,157,133			3,050,820
Commitments and contingencies (Note 13)
Shareholders’ equity (deficit):
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of June 30, 2018 and December 31, 2017)			—			—
Common shares ($0.0025 par value; 560,000,000 shares authorized; 127,876,316 shares and 126,967,010 shares issued; 126,137,333 shares and 125,346,613 shares outstanding as of June 30, 2018 and December 31, 2017, respectively)			319			317
Additional paid in capital			2,694,541			2,700,133
Treasury shares, at cost (1,738,983 shares and 1,620,397 shares as of June 30, 2018 and December 31, 2017, respectively)			(26,792)			(24,755)
Accumulated deficit			(2,656,416)			(2,722,375)
Accumulated other comprehensive loss			(157,153)			(155,621)
Total shareholders’ equity (deficit)			(145,501)			(202,301)
Equity attributable to non-controlling interest in subsidiaries			14,781			9,980
Total equity (deficit)			(130,720)			(192,321)
Total liabilities and equity		$	3,026,413		$	2,858,499

(in $ thousands)	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Financing activities
Proceeds from term loans		$	1,400,000		$	—
Proceeds from issuance of senior secured notes			745,000			—
Repayment of term loans			(2,153,750)			(11,875)
Repayment of capital lease obligations and other indebtedness			(18,978)			(19,490)
Debt finance costs and lender fees			(21,524)			—
Dividend to shareholders			(19,037)			(18,857)
Purchase of non-controlling interest in a subsidiary			—			(1,063)
Proceeds from share issuance under employee share purchase plan and stock options			6,080			1,116
Treasury share purchase related to vesting of equity awards			(2,581)			(2,383)
Other			(680)			—
Net cash used in financing activities		$	(65,470)		$	(52,552)
Effect of changes in exchange rates on cash and cash equivalents			(879)			782
Net increase in cash and cash equivalents			61,471			76,575
Cash and cash equivalents at beginning of period			122,039			139,938
Cash and cash equivalents at end of period		$	183,510		$	216,513
Supplemental disclosures of cash flow information
Interest payments, net of capitalized interest		$	40,512		$	56,447
Income tax payments, net of refunds			26,131			14,457
Non-cash capital lease asset additions			61,766			12,174
Non-cash purchase of property and equipment			4,220			—

	Common Shares					Additional Paid in Capital			Treasury Shares					Accumulated Deficit			Accumulated Other Comprehensive Loss			Non- Controlling Interest in Subsidiaries			Total Equity (Deficit)
(in $ thousands, except share data)	Number		Amount			Additional Paid in Capital			Number		Amount			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non- Controlling Interest in Subsidiaries			Total Equity (Deficit)
Balance as of December 31, 2017		126,967,010		$	317		$	2,700,133		1,620,397		$	(24,755)		$	(2,722,375)		$	(155,621)		$	9,980		$	(192,321)
Change in accounting policy for revenue recognition (see Note 3)		—			—			—		—			—			986			—			—			986
Dividend to shareholders ($0.150 per common share)		—			—			(19,579)		—			—			—			—			—			(19,579)
Equity-based compensation		909,306			2			16,418		—			—			—			—			1,651			18,071
Purchase of a non-controlling interest in a subsidiary		—			—			(1,887)		—			—			—			—			1,887			—
Treasury shares purchased in relation to vesting of equity awards		—			—			—		154,232			(2,581)			—			—			—			(2,581)
Treasury shares issued in relation to vesting of equity awards		—			—			(544)		(35,646)			544			—			—			—			—
Comprehensive income, net of tax		—			—			—		—			—			64,973			(1,532)			1,263			64,704
Balance as of June 30, 2018		127,876,316		$	319		$	2,694,541		1,738,983		$	(26,792)		$	(2,656,416)		$	(157,153)		$	14,781		$	(130,720)

(in $ thousands)	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Air		$	443,947		$	916,882
Beyond Air			194,021			373,772
Travel Commerce Platform(1)			637,968			1,290,654
Technology Services			24,040			49,192
Net revenue		$	662,008		$	1,339,846

				Contract Liabilities
(in $ thousands)	Accounts Receivable, net(1)			Deferred Revenue (current)(1)			Deferred Revenue (non-current)(1)
Balance as of June 30, 2018		$	219,735		$	32,398		$	5,678
Balance as of January 1, 2018			174,765			32,010			6,056
Increase		$	44,970		$	388		$	(378)

	June 30, 2018									December 31, 2017
(in $ thousands)	Cost			Accumulated depreciation			Net			Cost			Accumulated depreciation			Net
Capitalized software		$	1,077,117		$	(859,076)		$	218,041		$	1,029,772		$	(829,416)		$	200,356
Computer equipment			341,566			(164,739)			176,827			346,846			(207,484)			139,362
Building and leasehold improvements			32,619			(14,068)			18,551			32,834			(12,972)			19,862
Construction in progress			77,387			—			77,387			72,161			—			72,161
		$	1,528,689		$	(1,037,883)		$	490,806		$	1,481,613		$	(1,049,872)		$	431,741

(in $ thousands)	January 1, 2018			Additions			Retirements			Foreign Exchange			June 30, 2018
Non-Amortizable Assets:
Goodwill		$	1,089,590		$	—		$	—		$	(3,397)		$	1,086,193
Trademarks and tradenames			313,097			—			—			—			313,097
Other Intangible Assets:
Acquired intangible assets			743,549			—			—			(41)			743,508
Accumulated amortization			(461,666)			(20,332)			—			(27)			(482,025)
Acquired intangible assets, net			281,883			(20,332)			—			(68)			261,483
Customer loyalty payments			380,841			53,956			(35,865)			(3,404)			395,528
Accumulated amortization			(166,544)			(44,491)			22,885			1,339			(186,811)
Customer loyalty payments, net			214,297			9,465			(12,980)			(2,065)			208,717
Other intangible assets, net		$	496,180		$	(10,867)		$	(12,980)		$	(2,133)		$	470,200

(in $ thousands)	January 1, 2017			Additions			Retirements			Foreign Exchange			June 30, 2017
Non-Amortizable Assets:
Goodwill		$	1,079,951		$	—		$	—		$	6,039		$	1,085,990
Trademarks and tradenames			313,097			—			—			—			313,097
Other Intangible Assets:
Acquired intangible assets			1,127,059			—			(368,715)			171			758,515
Accumulated amortization			(804,089)			(20,523)			368,715			(237)			(456,134)
Acquired intangible assets, net			322,970			(20,523)			—			(66)			302,381
Customer loyalty payments			358,259			42,512			(40,803)			4,874			364,842
Accumulated amortization			(169,622)			(37,452)			36,403			(2,596)			(173,267)
Customer loyalty payments, net			188,637			5,060			(4,400)			2,278			191,575
Other intangible assets, net		$	511,607		$	(15,463)		$	(4,400)		$	2,212		$	493,956

(in $ thousands)	Interest rate	Maturity		June 30, 2018			December 31, 2017
Senior Secured Credit Agreement
Term loans – (2018 Credit Agreement)(1)	L+2.50%		March 2025		$	1,386,456		$	—
Term loans – (2014 Credit Agreement)(2)	L+2.75%		September 2021			—			2,124,439
Revolver borrowings – (2018 Credit Agreement)	L+2.25%		September 2022			—			—
Revolver borrowings – (2014 Credit Agreement)	L+2.50%		September 2022			—			—
Senior Secured Notes
Senior secured notes(3)	6.00%		March 2026			737,640			—
Capital leases and other indebtedness						148,762			105,574
Total debt						2,272,858			2,230,013
Less: current portion						56,527			64,291
Long-term debt					$	2,216,331		$	2,165,722

(in $ thousands) Year ending June 30,	Term Loans			Senior Secured Notes			Capital Leases and Other Indebtedness
2019		$	14,000		$	—		$	42,527
2020			14,000			—			42,064
2021			14,000			—			35,485
2022			14,000			—			28,140
2023			14,000			—			546
Thereafter			1,330,000			745,000			—
			1,400,000			745,000			148,762
Less: Unamortized debt finance cost			(6,846)			(7,360)			—
Less: Unamortized debt discount			(6,698)			—			—
Total debt		$	1,386,456		$	737,640		$	148,762

(in $ thousands)	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Balance as of January 1		$	14,708		$	22,855
Capitalization of debt finance costs			14,799			—
Amortization			(1,518)			(2,847)
Write-off on early extinguishment of debt			(12,059)			—
Balance as of June 30		$	15,930		$	20,008

Notional Amount ($ in thousands)	Period	Average Interest Rate
1,400,000	February 2017 to February 2019		1.4010%
1,200,000	February 2019 to February 2020		2.1906%
400,000	February 2020 to February 2021		2.1925%
100,000	February 2021 to February 2022		3.0655%

(in $ thousands)	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Net derivative asset (liability) opening balance		$	18,393		$	(19,196)
Total gain for the period included in net income			3,098			6,529
(Proceeds from) payments on settlement of derivative contracts			(11,110)			10,851
Net derivative asset (liability) closing balance		$	10,381		$	(1,816)

		Amount of Gain (Loss) Recorded in Net Income
		Three Months Ended June 30,						Six Months Ended June 30,
(in $ thousands)	Statement of Operations Location	2018			2017			2018		2017
Interest rate swap contracts	Interest expense, net		$	4,866		$	(4,880)		16,088		(4,654)
Foreign currency contracts	Selling, general and administrative			(18,049)			9,125		(12,990)		11,183
			$	(13,183)		$	4,245		3,098		6,529

(in dollars, except number of RSUs)	Number		Weighted Average Grant Date Fair Value
Balance as of January 1, 2018		1,526,280		$	13.01
Granted at fair market value		857,133		$	14.62
Vested(1)		(427,673)		$	12.94
Forfeited		(168,966)		$	13.06
Balance as of June 30, 2018		1,786,774		$	13.79

	Number of Options		Weighted Average Exercise Price (in dollars)			Weighted Average Remaining Contractual Terms (in years)		Aggregate Intrinsic Value (in $ thousands)
Balance as of January 1, 2018		2,352,928		$	13.51
Forfeited		(157,403)		$	13.67
Exercised		(461,805)		$	10.98
Expired		(43,914)		$	15.56
Balance as of June 30, 2018		1,689,806		$	14.13		7.24		$	7,449
Exercisable as of June 30, 2018		909,890		$	14.44		7.03		$	3,730
Expected to vest as of June 30, 2018		779,916		$	13.77		7.48		$	3,719

(in $ thousands, except share data, Reported Segments and RevPas)	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change
	2018			2017						%		2018			2017					%
Net revenue		$	662,008		$	612,107		$	49,901		8		$	1,339,846		$	1,262,870		76,976		6
Operating income			42,293			74,696			(32,403)		(43)			119,957			174,412		(54,455)		(31)
Net income			7,005			34,366			(27,361)		(80)			66,236			90,229		(23,993)		(27)
Income per share – diluted (in $)			0.05			0.28			(0.23)		(83)			0.51			0.72		(0.21)		(29)
Adjusted EBITDA(1)			156,923			147,006			9,917		7			311,100			315,559		(4,459)		(1)
Adjusted Operating Income(2)			95,556			84,832			10,724		13			188,992			192,073		(3,081)		(2)
Adjusted Net Income(3)			51,928			50,006			1,922		4			106,866			114,363		(7,497)		(7)
Adjusted Income per Share – diluted(4) (in $)			0.41			0.40			0.01		2			0.84			0.91		(0.07)		(9)
Net cash provided by operating activities			119,189			83,585			35,604		43			202,286			178,607		23,679		13
Free Cash Flow(5)			81,386			60,365			21,021		35			127,820			131,778		(3,958)		(3)
Reported Segments (in thousands)			86,931			86,381			550		1			179,252			179,578		(326)		—
Travel Commerce Platform RevPas (in $)			7.34			6.76			0.58		9			7.20			6.71		0.49		7

(in $ thousands)	Interest rate	Maturity	��	June 30, 2018			December 31, 2017
Senior Secured Credit Agreement
Term loans – (2018 Credit Agreement)(1)	L+2.50%	March 2025			$	1,386,456		$	—
Term loans – (2014 Credit Agreement)(2)	L+2.75%	September 2021				—			2,124,439
Revolver borrowings – (2018 Credit Agreement)	L+2.25%	September 2022				—			—
Revolver borrowings – (2014 Credit Agreement)	L+2.50%	September 2022				—			—
Senior Secured Notes
Senior Secured Notes(3)	6.00%	March 2026				737,640			—
Capital leases and other indebtedness						148,762			105,574
Total debt						2,272,858			2,230,013
Less: cash and cash equivalents						(183,510)			(122,039)
Net Debt(4)					$	2,089,348		$	2,107,974

	Year Ending June 30,
(in $ thousands)	2019			2020			2021			2022			2023			Thereafter			Total
Term loans		$	14,000		$	14,000		$	14,000		$	14,000		$	14,000		$	1,330,000		$	1,400,000
Senior secured notes			—			—			—			—			—			745,000			745,000
Capital leases and other indebtedness			42,527			42,064			35,485			28,140			546			—			148,762
Interest payments(1)			110,177			116,444			114,886			112,963			110,493			252,126			817,089
Total		$	166,704		$	172,508		$	164,371		$	155,103		$	125,039		$	2,327,126		$	3,110,851