UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 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 ~~September 30, 2015~~March 31, 2016

☐

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

Travelport Worldwide Limited

(Exact name of registrant as specified in its charter)

	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 ~~SL3 8AG~~
(Address of principal executive offices, including zip code)

+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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 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)

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

As of ~~November 2, 2015,~~May 5, 2016, there were ~~122,653,593 common~~123,816,585 shares of the Registrants’ common ~~stock,~~shares, par value $0.0025 per share, outstanding.

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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 to “we,” “our,” ~~“us,”~~“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;

•

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 solutions and mobile ~~solutions;~~commerce;

•

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;

•

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 efficiency; and

•

maintenance and protection of our information technology 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 in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2015, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2015, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 6, 2015, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 4, 2015,18, 2016, as well as any other cautionary language in this Quarterly Report on Form 10-Q,

~~TABLE OF CONTENTS~~

provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations

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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.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

(in $ millions, except share data)	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
(in $ thousands, except share data)													Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
Net revenue		$	560		$	529		$	1,686		$	1,652		$	609,263		$	572,128
Costs and expenses
Cost of revenue			336			320			1,020			1,010			362,677			349,231
Selling, general and administrative			114			130			340			315			114,477			128,120
Depreciation and amortization			56			58			175			171			52,241			61,028
Total costs and expenses			506			508			1,535			1,496			529,395			538,379
Operating income			54			21			151			156			79,868			33,749
Interest expense, net			(40)			(67)			(118)			(237)			(54,895)			(39,389)
Loss on early extinguishment of debt			—			(94)			—			(108)
Gain on sale of shares of Orbitz Worldwide			—			304			6			356			—			6,271
Income before income taxes and share of (losses) earnings in equity method investments			14			164			39			167
Income before income taxes and share of earnings in equity method investment															24,973			631
Provision for income taxes			(8)			(11)			(24)			(33)			(7,792)			(7,758)
Share of (losses) earnings in equity method investments			(1)			2			(1)			(1)
Net income			5			155			14			133
Share of earnings in equity method investment															—			19
Net income (loss)															17,181			(7,108)
Net income attributable to non-controlling interest in subsidiaries			(1)			(1)			(3)			(4)			(596)			(1,033)
Net income attributable to the Company		$	4		$	154		$	11		$	129
Income per share – Basic:
Income per share		$	0.03		$	1.75		$	0.09		$	1.75
Net income (loss) attributable to the Company														$	16,585		$	(8,141)
Income (loss) per share – Basic:
Income (loss) per share														$	0.13		$	(0.07)
Weighted average common shares outstanding – Basic			122,495,392			88,254,078			122,062,715			73,701,371			123,718,311			121,411,360
Income per share – Diluted:
Income per share		$	0.03		$	1.71		$	0.09		$	1.70
Income (loss) per share – Diluted:
Income (loss) per share														$	0.13		$	(0.07)
Weighted average common shares outstanding – Diluted			122,724,141			90,464,651			122,563,359			76,073,381			123,778,407			121,411,360
Cash dividends declared per Common Share		$	0.075		$	—		$	0.225		$	—
Cash dividends declared per common share														$	0.075		$	0.075

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

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

(in $ millions)	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Net income		$	5		$	155		$	14		$	133
Other comprehensive loss, net of tax:
(in $ thousands)													Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
Net income (loss)														$	17,181		$	(7,108)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax			(3)			(7)			(9)			(5)			7,459			(5,836)
Changes in gain on available-for-sale securities, net of tax			—			6			(6)			6			—			(6,376)
Changes in loss on cash flow hedges, net of tax			—			—			—			4
Changes in loss on equity investment, net of tax			—			(3)			—			(7)
Other comprehensive loss, net of tax			(3)			(4)			(15)			(2)
Unrealized actuarial gain (loss) on defined benefit plans, net of tax															2,251			(32)
Other comprehensive income (loss), net of tax															9,710			(12,244)
Comprehensive income (loss)			2			151			(1)			131			26,891			(19,352)
Comprehensive income attributable to non-controlling interest in subsidiaries			(1)			(1)			(3)			(4)			(596)			(1,033)
Comprehensive income (loss) attributable to the Company		$	1		$	150		$	(4)		$	127		$	26,295		$	(20,385)

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)

(in $ millions, except share data)	September 30, 2015			December 31, 2014
(in $ thousands, except share data)							March 31, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents		$	101		$	139		$	127,993		$	154,841
Accounts receivable (net of allowances for doubtful accounts of $14 and $14)			237			184
Accounts receivable (net of allowances for doubtful accounts of $14,242 and $14,575)									253,728			205,686
Deferred income taxes			3			5			5,231			5,133
Other current assets			116			84			141,440			99,481
Total current assets			457			412			528,392			465,141
Property and equipment, net			449			414			447,777			459,848
Goodwill			1,055			997			1,072,075			1,067,415
Trademarks and tradenames			314			314			314,013			313,961
Other intangible assets, net			564			619			540,141			534,540
Cash held as collateral			—			26
Deferred income taxes			9			9			10,485			10,348
Other non-current assets			90			101			52,905			54,176
Total assets		$	2,938		$	2,892		$	2,965,788		$	2,905,429
Liabilities and equity
Current liabilities:
Accounts payable		$	64		$	73		$	73,995		$	74,277
Accrued expenses and other current liabilities			463			426			476,269			430,650
Current portion of long-term debt			67			56			62,484			74,163
Total current liabilities			594			555			612,748			579,090
Long-term debt			2,405			2,384			2,362,205			2,363,035
Deferred income taxes			57			54			59,027			59,663
Other non-current liabilities			241			237			228,482			226,499
Total liabilities			3,297			3,230			3,262,462			3,228,287
Commitments and contingencies (Note 9)
Commitments and contingencies (Note 10)
Shareholders’ equity (deficit):
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of both September 30, 2015 and December 31, 2014)			—			—
Common shares ($0.0025 par value; 560,000,000 shares authorized; 124,262,703 shares and 122,505,599 shares issued; 122,500,140 shares and 121,411,360 shares outstanding as of September 30, 2015 and December 31, 2014, respectively)			—			—
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively)									—			—
Common shares ($0.0025 par value; 560,000,000 shares authorized; 124,587,794 shares and 124,476,382 shares issued; 123,719,469 shares and 123,631,474 shares outstanding as of March 31, 2016 and December 31, 2015, respectively)									311			311
Additional paid in capital			2,724			2,715			2,715,106			2,715,538
Treasury shares, at cost (1,762,563 shares and 1,094,239 shares as of September 30, 2015 and December 31, 2014, respectively)			(28)			—
Treasury shares, at cost (868,325 shares and 844,908 shares as of March 31, 2016 and December 31, 2015, respectively)									(13,606)			(13,331)
Accumulated deficit			(2,887)			(2,898)			(2,865,073)			(2,881,658)
Accumulated other comprehensive loss			(189)			(174)			(167,797)			(177,507)
Total shareholders’ equity (deficit)			(380)			(357)			(331,059)			(356,647)
Equity attributable to non-controlling interest in subsidiaries			21			19			34,385			33,789
Total equity (deficit)			(359)			(338)			(296,674)			(322,858)
Total liabilities and equity		$	2,938		$	2,892		$	2,965,788		$	2,905,429

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

(in $ millions)	Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
(in $ thousands)							Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
Operating activities
Net income		$	14		$	133
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net income (loss)								$	17,181		$	(7,108)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			175			171			52,241			61,028
Amortization of customer loyalty payments			51			56			16,574			18,329
Gain on sale of shares of Orbitz Worldwide			(6)			(356)			—			(6,271)
Amortization of debt finance costs			5			8
Accrual of repayment fee and amortization of debt discount			3			7
Loss on early extinguishment of debt			—			108
Amortization of debt finance costs and debt discount									2,571			2,551
(Gain) loss on foreign exchange derivative instruments			(7)			10			(11,074)			10,586
Payment-in-kind interest			—			17
Share of losses in equity method investments			1			1
Loss on interest rate derivative instruments									16,456			—
Share of earnings in equity method investment									—			(19)
Equity-based compensation			25			30			9,117			12,402
Deferred income taxes			4			9			(887)			1,724
Customer loyalty payments			(56)			(66)			(25,307)			(23,400)
Pension liability contribution			(2)			(5)			(1,118)			(672)
Changes in assets and liabilities:
Accounts receivable			(49)			(51)			(49,424)			(51,218)
Other current assets			(39)			(1)			(23,251)			(12,520)
Accounts payable, accrued expenses and other current liabilities			32			(88)			27,232			8,104
Other			3			6			(4,107)			(2,497)
Net cash provided by (used in) operating activities		$	154		$	(11)
Net cash provided by operating activities								$	26,204		$	11,019
Investing activities
Property and equipment additions		$	(76)		$	(83)		$	(22,521)		$	(27,084)
Proceeds from sale of shares of Orbitz Worldwide			6			366
Business acquired, net of cash			(61)			(10)
Purchase of equity method investment			—			(10)
Net cash (used in) provided by investing activities		$	(131)		$	263
Proceeds from sale of shares of Orbitz Worlwide									—			6,271
Net cash used in investing activities								$	(22,521)		$	(20,813)

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS—(Continued)
(unaudited)

(in $ millions)
Nine Months
Ended
September 30,
2015

Nine Months
Ended
September 30,
2014

Financing activities
Proceeds from issuance of common shares in initial public offering $ — $ 445
Proceeds from term loans — 2,345
Proceeds from bridge loans — 425
Repayment of term loans under senior secured credit agreement (18) (1,477)
Repayment of bridge loans — (425)
Repayment of term loans under second lien credit agreement — (863)
Repurchase / repayment of senior notes and senior subordinated notes — (588)
Proceeds from revolver borrowings 30 75
Repayment of revolver borrowings (30) (75)
Repayment of capital lease obligations and other indebtedness (26) (23)
Release of cash provided as collateral 26 29
Payment related to early extinguishment of debt — (46)
Purchase of non-controlling interest in subsidiary — (65)
Debt finance costs — (37)
Dividend to shareholders (28) (2)
Tax withholding for equity awards (Note 1) (1) (5)
Treasury share purchase related to vesting of equity awards (Note 1) (13) —
Proceeds from settlement of derivative instruments — 3
Other — 4
Net cash used in financing activities $ (60) $ (280)
Effect of changes in exchange rate on cash and cash equivalents (1) (1)
Net decrease in cash and cash equivalents (38) (29)
Cash and cash equivalents at beginning of period 139 154
Cash and cash equivalents at end of period $ 101 $ 125
Supplementary disclosures of cash flow information
Interest payments 109 263
Income tax payments, net 18 19
Non-cash exchange of debt for equity — 571
Non-cash capital leases additions (Note 4) 86 14
Non-cash purchase of property and equipment 34 —

(in $ thousands)	Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
Financing activities
Proceeds from revolver borrowings		$	10,000		$	—
Repayment of revolver borrowings			(10,000)			—
Repayment of term loans			(9,405)			(5,938)
Repayment of capital lease obligations and other indebtedness			(12,079)			(8,056)
Release of cash provided as collateral			—			2,279
Dividend to shareholders			(9,280)			(9,106)
Treasury share purchase related to vesting of equity awards			(275)			—
Net cash used in financing activities		$	(31,039)		$	(20,821)
Effect of changes in exchange rates on cash and cash equivalents			508			(973)
Net decrease in cash and cash equivalents			(26,848)			(31,588)
Cash and cash equivalents at beginning of period			154,841			138,986
Cash and cash equivalents at end of period		$	127,993		$	107,398
Supplemental disclosure of cash flow information
Interest payments, net of capitalized interest		$	37,480		$	37,901
Income tax payments, net of refunds			4,549			7,263
Non-cash capital lease additions			6,779			4,070

See Notes to the Consolidated Condensed Financial Statements

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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 $ millions, except share data) Number Amount Number Amount
Balance as of December 31, 2014 122,505,599 $ — $ 2,715 — $ — $ (2,898) $ (174) $ 19 $ (338)
Change in accounting policy for treasury shares (Note 1) — — 17 1,094,239 (17) — — — —
Dividend to shareholders — — (28) — — — — (1) (29)
Equity-based compensation 1,757,104 — 20 — — — — — 20
Treasury shares activity related to vesting of equity awards — — — 668,324 (11) — — — (11)
Comprehensive income (loss), net of tax — — — — — 11 (15) 3 (1)
Balance as of September 30, 2015 124,262,703 $ — $ 2,724 1,762,563 $ (28) $ (2,887) $ (189) $ 21 $ (359)

	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, 2015		124,476,382		$	311		$	2,715,538		844,908		$	(13,331)		$	(2,881,658)		$	(177,507)		$	33,789		$	(322,858)
Dividend to shareholders ($0.075 per share)		—			—			(9,458)		—			—			—			—			—			(9,458)
Equity-based compensation		111,412			—			9,026		—			—			—			—			—			9,026
Treasury shares purchased in relation to vesting of equity awards		—			—			—		23,417			(275)			—			—			—			(275)
Comprehensive income (loss), net of tax		—			—			—		—			—			16,585			9,710			596			26,891
Balance as of March 31, 2016		124,587,794		$	311		$	2,715,106		868,325		$	(13,606)		$	(2,865,073)		$	(167,797)		$	34,385		$	(296,674)

See Notes to the Consolidated Condensed Financial Statements

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

Basis of Presentation

Travelport Worldwide Limited (the “Company” or “Travelport”) is a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. With a presence in approximately ~~170~~180 countries, ~~the~~ Travelport business is comprised of:

The Travel Commerce Platform, through which the Company facilitates travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel buyers in the Company’s proprietary business to business (“B2B”) travel commerce platform. As travel industry needs evolve, Travelport is utilizing its Travel Commerce Platform to redefine the electronic distribution and merchandising of airline core and ancillary products, as well as extending its reach into the growing world of travel commerce beyond air, including 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 payment solution that addresses the ~~needs~~need of travel agencies to efficiently and securely make payments to travel providers globally. The Company also provides travel companies with 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. 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 hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling 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.

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, ~~2014~~2015 balance sheet which was derived from audited 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 (“SEC”) for interim reporting. Certain disclosures normally included in 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 financial statements should be read in conjunction with the Company’s ~~2014~~ Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February ~~27, 2015.~~18, 2016.

~~Accounting for Treasury Shares~~

~~On July 1, 2015,~~Beginning with the first quarter of 2016, the Company ~~elected to change its method of accounting for treasury shares. On vesting of equity awards granted to employees, the Company pays taxes on behalf of the employees~~has presented U.S. dollar amounts and certain statistical information in ~~return for the employees returning an equivalent value of shares~~tables rounded to the ~~Company. Previously,~~nearest thousand as compared to the ~~Company considered such shares withheld~~nearest million as constructively retired and reduced its common shares and additional paid-in capital. The treasury shares are now retained for purposes other than retirement and, thereby, the Company considers it preferable to present the shares withheld from net share settlement activity as treasury shares.presented in previous periods.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

~~1. Basis of Presentation (Continued)~~

The Company believes that its new accounting method is preferable as it more closely depicts the underlying intent of the shares withheld. In addition, the Company believes that the new presentation in shareholders’ equity provides greater visibility of treasury share activity.

The Company’s new method of accounting will present treasury shares as a separate component of shareholders’ equity. This change is limited to reclassifications within shareholders’ equity and has no effect on operating income, net income, total assets or cash flows. The adoption of this new accounting policy did not have any material impact on the financial statements for prior periods.

2. Recently Issued Accounting Pronouncements

~~Business Combination~~Compensation—Stock Compensation

In ~~September 2015,~~March 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance on accounting for measurement-period adjustments following a business combination. Under previous guidance, when an acquirer identified an adjustment to provisional amounts during the measurement period, the acquirer was required to revise comparative information for prior periods, including making any change in depreciation, amortization, or other income effects recognized in completing the initial accounting, as ifseveral aspects of the accounting for share-based payment transactions which simplifies the ~~business combination had been completed~~current accounting requirements. The update includes accounting for income tax consequences, classification of awards as either equity or liabilities and classification on the statement of the acquisition date. Under the new guidance, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, rather than retrospectively.cash flows. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, ~~2015,~~2016. The Company is currently evaluating the impact of the guidance on the consolidated condensed financial statements.

Leases

In February 2016, the FASB issued guidance on lease accounting which 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 ~~must~~a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be ~~applied prospectively~~classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new guidance is applicable to ~~adjustments to provisional amounts that occur~~the Company for interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the ~~effective date.~~beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the guidance is ~~permitted~~permitted. The Company is currently evaluating the impact of the guidance on the consolidated condensed financial statements.

Financial Instruments

In January 2016, the FASB issued guidance which amends the current guidance on the classification and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (2) the presentation of certain fair value changes for financial ~~statements that have not been previously issued.~~liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. The Company does not anticipate any significant impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Income Taxes

In November 2015, the FASB issued guidance in relation to the balance sheet presentation of deferred tax assets and liabilities. This guidance simplifies the current presentation, where deferred tax assets and liabilities are required to be separated into current and non-current amounts in a classified statement of financial position, and requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. As a result, each jurisdiction will now only have one net non-current deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted and may be applied retrospectively or prospectively. The adoption of this guidance will impact the Company’s consolidated condensed balance sheet presentation of deferred tax assets and liabilities.

Revenue Recognition

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. 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 an entity’s contracts with customers.

In August 2015, the FASB ~~decided to delay~~delayed the effective date of the new revenue guidance issued in May 2014 by one year but allowed companies a choice to adopt the guidance as of the original effective date that was set out in May 2014. The Company has decided to defer the application date and, consequently, the May 2014 revenue recognition guidance will be applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on the consolidated condensed financial statements.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance does not affect the recognition and measurement of debt

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

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

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

issuance costs which would continue to be calculated using the interest method and be reported as interest expense. ~~Additionally, the other areas of U.S. GAAP that prescribe the accounting treatment for third-party debt issuance costs will not be affected.~~ In August 2015, the FASB issued further guidance to clarify ~~SEC staff~~the SEC’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements whereby such costs could be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. ~~These~~The Company adopted the provision of this guidance ~~are applicable to~~effective January 1, 2016. As a result of this new guidance, the Company for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis when applicable. The Company hadhas reclassified its unamortized debt issuance costs of $23 million and $24 million as of March 31, 2016 and December 31, 2015, respectively, in relation to its term loans ~~of $25 million~~ and ~~$28 million~~has presented these costs as ~~of September 30, 2015 and December 31, 2014, respectively. These costs will be reclassified~~a deduction from ~~other non-current assets to long-term debt upon adoption~~the carrying value of the ~~guidance.~~

~~Consolidation—Amendments to the Consolidation Analysis~~

In February 2015, the FASB issued an update to the consolidation analysis under U.S. GAAP. This update changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted and may be applied retrospectively. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

~~Income Statement—Extraordinary and Unusual Items~~

In January 2015, the FASB issued an update as an initiative to reduce complexity in accounting standards by eliminating the concept of extraordinary items from U.S. GAAP. This update eliminates the requirements to consider whether an underlying event or transaction is extraordinary. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently are retained and are expanded to include items that are both unusual in nature and infrequently occurring. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted and may be applied retrospectively or prospectively. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

~~Going Concern~~

In August 2014, the FASB issued guidance on disclosures of uncertainties about an entity’s ability to continue as a going concern. The guidance requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Disclosures are required when conditions give rise to substantial doubt about the Company’s ability to continue as a going concern within one year from the financial statements issuance date. The guidance is applicable to the Company for the annual period ending December 31, 2016 and all annual and interim periods thereafter. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

~~Compensation—Stock Compensation~~

In June 2014, the FASB issued guidance on accounting for stock compensation where share-based payment awards granted to employees require specific performance targets to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a

~~TABLE OF CONTENTS~~

~~TRAVELPORT WORLDWIDE LIMITED~~

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

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

performance condition. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, although earlier adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

~~Discontinued Operations~~

In April 2014, the FASB issued guidance on discontinued operations that increased the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The Company adopted the provisions of this guidance effective January 1, 2015, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

~~Accounting for Cumulative Translation Adjustment~~

In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity. The guidance provides the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held. The Company adopted the provisions of this guidance effective January 1, 2015, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance.term loans.

3. Other Current Assets

Other current assets consisted of:

(in $ millions)	September 30, 2015			December 31, 2014
(in $ thousands)							March 31, 2016			December 31, 2015
Prepaid expenses								$	39,684		$	26,395
Prepaid incentives		$	30		$	13			31,219			26,496
Prepaid expenses			29			20
Sales and use tax receivables			27			28			29,628			27,233
Restricted cash			14			9			20,714			11,701
Derivative assets			1			—			5,903			657
Available-for-sale securities			—			6
Other			15			8			14,292			6,999
		$	116		$	84		$	141,440		$	99,481

Restricted cash represents 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.

In February 2015, the Company sold all of its available-for-sale securities, which represented shares of common stock of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), realizing a gain of $6 million, all of which was included in and reclassified from accumulated other comprehensive loss.

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NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

4. Property and Equipment, Net

Property and equipment, net, consisted of:

	September 30, 2015									December 31, 2014									March 31, 2016									December 31, 2015
(in $ millions)	Cost			Accumulated depreciation			Net			Cost			Accumulated depreciation			Net
(in $ thousands)																			Cost			Accumulated depreciation			Net			Cost			Accumulated depreciation			Net
Capitalized software		$	833		$	(604)		$	229		$	772		$	(554)		$	218		$	881,751		$	(661,426)		$	220,325		$	870,868		$	(635,135)		$	235,733
Computer equipment			297			(156)			141			297			(175)			122			308,859			(178,986)			129,873			303,902			(168,380)			135,522
Building and leasehold improvements			23			(8)			15			24			(9)			15			25,334			(9,490)			15,844			24,102			(8,735)			15,367
Construction in progress			64			—			64			59			—			59			81,735			—		��	81,735			73,226			—			73,226
		$	1,217		$	(768)		$	449		$	1,152		$	(738)		$	414		$	1,297,679		$	(849,902)		$	447,777		$	1,272,098		$	(812,250)		$	459,848

The Company recorded depreciation expense (including depreciation on assets under capital leases) of ~~$38~~$41 million and ~~$39~~$42 million during the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively. The Company recorded depreciation expense of $119 million and $113 million during the nine months ended September 30, 2015 and 2014,~~ respectively.

As of ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, the Company had capital lease assets of ~~$170~~$181 million and ~~$152~~$174 million, respectively, with accumulated depreciation of ~~$58~~$78 million and ~~$63~~$69 million, respectively, included within computer equipment. During the nine months ended September 30, 2015, the Company terminated certain of its capital lease arrangements retiring $40 million of assets and simultaneously acquiring $86 million of similar assets under capital leases. During the same period, the Company also purchased $34 million of software in a non-cash transaction, partially financing it through a third-party.

The amount of interest on capital projects capitalized was $1 million and $2 million for the three months ended September 30, 2015 and 2014, respectively. The amount of interest on capital projects capitalized was $2 million and $7 million for the nine months ended September 30, 2015 and 2014, respectively.

5. Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, ~~2015~~2016 and ~~September 30, 2015~~March 31, 2016 are as follows:

(in $ millions)	January 1, 2015			Additions			Retirements			Foreign Exchange			September 30, 2015
(in $ thousands)																January 1, 2016			Additions			Retirements			Foreign Exchange			March 31, 2016
Non-Amortizable Assets:
Goodwill		$	997		$	58		$	—		$	—		$	1,055		$	1,067,415		$	—		$	—		$	4,660		$	1,072,075
Trademarks and tradenames			314			—			—			—			314			313,961			—			—			52			314,013
Other Intangible Assets:
Acquired intangible assets			1,129			—			(3)			1			1,127			1,127,360			—			—			(26)			1,127,334
Accumulated amortization			(687)			(56)			3			(1)			(741)			(756,489)			(11,139)			—			(552)			(768,180)
Acquired intangible assets, net			442			(56)			—			—			386			370,871			(11,139)			—			(578)			359,154
Customer loyalty payments			334			58			(75)			(6)			311			300,142			32,050			(19,880)			4,124			316,436
Accumulated amortization			(157)			(51)			75			—			(133)			(136,473)			(16,574)			19,154			(1,556)			(135,449)
Customer loyalty payments, net			177			7			—			(6)			178			163,669			15,476			(726)			2,568			180,987
Other intangible assets, net		$	619		$	(49)		$	—		$	(6)		$	564		$	534,540		$	4,337		$	(726)		$	1,990		$	540,141

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NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

5. Intangible Assets (Continued)

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, ~~2014~~2015 and ~~September 30, 2014~~March 31, 2015 are as follows:

(in $ millions)
January 1,
2014
Additions Retirements
Foreign
Exchange

September 30,
2014

Non-Amortizable Assets:
Goodwill $ 986 $ 14 $ — $ — $ 1,000
Trademarks and tradenames 314 — — — 314
Other Intangible Assets:
Acquired intangible assets 1,129 — — — 1,129
Accumulated amortization (610) (58) — — (668)
Acquired intangible assets, net 519 (58) — — 461
Customer loyalty payments 306 86 (52) (2) 338
Accumulated amortization (154) (56) 52 — (158)
Customer loyalty payments, net 152 30 — (2) 180
Other intangible assets, net $ 671 $ (28) $ — $ (2) $ 641

On July 3, 2015, the Company completed the cash acquisition of Mobile Travel Technologies Ltd. (“MTT”), a private company based in Dublin, Ireland. MTT is a mobile travel platform and mobile technology provider for global airlines and travel companies. The purchase price was €55 million ($61 million), net of cash acquired. The preliminary fair values of the net tangible assets acquired and liabilities assumed in connection with the purchase of MTT have been recognized in the consolidated condensed balance sheet based upon their preliminary values at July 3, 2015. The excess of the purchase price over the preliminary fair values of the net tangible assets was recorded as goodwill. The preliminary fair values recorded were based upon a preliminary valuation and the estimates and assumptions used in such valuation are subject to change, which could be significant, within the measurement period (up to one year from the acquisition date). The Company expects to continue to obtain information to assist it in determining the fair values of the net assets acquired at the acquisition date during the measurement period.

The Company is in the process of allocating the purchase consideration to acquired identifiable assets and liabilities in respect of an acquisition made in December 2014 for total cash consideration of $5 million.

(in $ thousands)	January 1, 2015			Additions			Retirements			Foreign Exchange			March 31, 2015
Non-Amortizable Assets:
Goodwill		$	997,419		$	—		$	—		$	(1,455)		$	995,964
Trademarks and tradenames			313,961			—			—			—			313,961
Other Intangible Assets:
Acquired intangible assets			1,129,320			—			(2,222)			111			1,127,209
Accumulated amortization			(687,495)			(18,623)			2,222			(200)			(704,096)
Acquired intangible assets, net			441,825			(18,623)			—			(89)			423,113
Customer loyalty payments			334,309			19,836			(31,761)			—			322,384
Accumulated amortization			(157,319)			(18,329)			31,761			(510)			(144,397)
Customer loyalty payments, net			176,990			1,507			—			(510)			177,987
Other intangible assets, net		$	618,815		$	(17,116)		$	—		$	(599)		$	601,100

The Company paid cash of ~~$56~~$25 million and ~~$66~~$23 million for customer loyalty payments during the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. Further, as of ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, the Company had balances payable of ~~$59~~$47 million and ~~$52~~$42 million, respectively, for customer loyalty ~~payments (see Note 6—Accrued Expenses and Other Current Liabilities).~~payments.

Amortization expense for acquired intangible assets ~~which consists of customer relationships,~~ was ~~$18~~$11 million and $19 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and $56 million and $58 million for the nine months ended September 30, 2015 and 2014,~~ respectively, and is included as a component of depreciation and amortization on the Company’s consolidated condensed statements of operations.

Amortization expense for customer loyalty payments was ~~$15~~$17 million and ~~$19~~$18 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and $51 million and $56 million for the nine months ended September 30, 2015 and 2014,~~ respectively, and is included within cost of revenue or revenue in the Company’s consolidated condensed statements of operations.

6. Other Non-Current Assets

Other non-current assets consisted of:

(in $ thousands)	March 31, 2016			December 31, 2015
Supplier prepayments		$	19,828		$	14,616
Prepaid incentives			10,364			9,282
Deferred financing costs			6,096			6,543
Pension assets			5,969			5,186
Derivative assets			—			8,655
Other			10,648			9,894
		$	52,905		$	54,176

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NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

6.7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ millions)	September 30, 2015			December 31, 2014
(in $ thousands)							March 31, 2016			December 31, 2015
Accrued commissions and incentives		$	280		$	260		$	276,979		$	241,358
Accrued payroll and related			68			59			63,879			77,544
Deferred revenue			36			27			49,391			35,836
Accrued interest expense			18			18
Customer prepayments			14			9			20,714			11,701
Income tax payable			17			16			20,274			15,516
Derivative contracts			9			16
Accrued interest expense									17,221			18,800
Derivative liabilities									5,421			10,341
Pension and post-retirement benefit liabilities			1			2			1,748			1,528
Other			20			19			20,642			18,026
		$	463		$	426		$	476,269		$	430,650

Included in accrued commissions and incentives are ~~$59~~$47 million and ~~$52~~$42 million of accrued customer loyalty payments as of ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, respectively.

7.8. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Interest rate	Maturity	September 30, 2015			December 31, 2014
(in $ thousands)									Interest rate	Maturity	March 31, 2016			December 31, 2015
Senior Secured Credit Agreement
Term loans
Dollar denominated~~(1)~~(2)	L+4.75%	September 2021		$	2,332		$	2,347	L+4.75%	September 2021		$	2,296,034		$	2,303,315
Revolver borrowings
Dollar denominated	L+5.00%	September 2019			—			—	L+5.00%	September 2019			—			—
Capital leases and other indebtedness					140			93					128,655			133,883
Total debt					2,472			2,440				$	2,424,689		$	2,437,198
Less: current portion					67			56					62,484			74,163
Long-term debt				$	2,405		$	2,384				$	2,362,205		$	2,363,035

(1)

Minimum LIBOR floor of 1.00%

(2)

Upon the adoption of new U.S. GAAP guidance, unamortized debt finance costs of $24 million have been reclassified and deducted from the term loans balance as of December 31, 2015 (see Note 2—Recently Issued Accounting Pronouncements).

During the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, the Company (i) repaid ~~$18~~$9 million ~~of its quarterly installments~~ of term loans as required under the senior secured credit agreement, (ii) amortized $5$2 million and $1 million of debt finance costs and ~~$3 million of~~ debt discount, respectively, and (iii) repaid ~~$25~~$12 million ~~and terminated $40 million of~~under its capital ~~leases~~lease obligations and other indebtedness and entered into ~~$86~~$7 million of new capital leases for information technology ~~assets and (iv) incurred $27 million of other indebtedness of which $1 million was repaid.~~assets.

In March 2015, the Company’s credit rating improved and, under the terms of the senior secured credit agreement, the applicable rate in respect of its term loans was reduced by 0.25%, with immediate effect. The interest rate per annum applicable to the term loans is ~~currently~~ based on, at the ~~Company’s~~ election of the Company, (i) LIBOR plus 4.75% or ~~(ii)~~ base rate (as defined in the senior secured credit agreement) plus 3.75%. The term loans are subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. The Company expects to pay interest based on LIBOR plus 4.75% for the term loans.

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NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

7.8. Long-Term Debt (Continued)

Under the senior secured credit agreement, the Company has a $125 million revolving credit facility with a consortium of banks, which contains a letter of credit sub-limit up to a maximum of $50 million. During the three months ended ~~September 30, 2015,~~March 31, 2016, the Company borrowed and repaid ~~$30~~$10 million under this facility. As of ~~September 30, 2015,~~March 31 2016, the Company had no outstanding borrowings under its revolving credit facility and utilized $24 million for the issuance of letters of credit, with a balance of $101 million remaining.

The senior secured credit agreement also permits the issuance of certain cash collateralized letters of credit in addition to those that can be issued under the revolving credit facility, whereby 103% of cash collateral is to be maintained for outstanding letters of credit. ~~In July 2015, all cash collateralized letters of credit were terminated and the Company received the outstanding balance of cash provided as collateral.~~ As of ~~September 30, 2015,~~March 31, 2016, there were no outstanding cash collateralized letters of credit.

As of ~~September 30, 2015,~~March 31, 2016, the Company was in compliance with all ~~debt~~restrictive and financial covenants ~~under the senior secured credit agreement.~~related to its long-term debt.

8.9. 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 ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, there was no material change in the Company’s foreign currency and interest rate risk management policies or in its fair value methodology. As of ~~September 30, 2015,~~March 31, 2016, the Company had a net liability position of $9$7 million related to its derivative financial instruments associated with its interest rate risk and foreign currency ~~denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.~~exchange rate risk.

The primary interest rate risk exposure as of ~~September 30, 2015~~March 31, 2016 was the impact of LIBOR interest rates on the Company’s dollar denominated variable rate term ~~loan borrowings.~~loans. The term loans have a 1.00% LIBOR floor. During the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, LIBOR rates were below 1.00%. The primary foreign currency risk exposure as of March 2016 was to exchange rate fluctuations that arise from certain intercompany transactions and from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies.

TABLE OF CONTENTS

TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

9. Financial Instruments (Continued)

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

		Fair Value Asset							Fair Value (Liability)							Fair Value Asset							Fair Value (Liability)
(in $ millions)	Balance Sheet Location	September 30, 2015			December 31, 2014			Balance Sheet Location	September 30, 2015			December 31, 2014
Foreign currency forward contracts	Other current assets		$	1		$	—	Accrued expenses and other current liabilities		$	(9)		$	(16)
Foreign currency forward contracts				—			—	Other non-current liabilities			(1)			—
(in $ thousands)															Balance Sheet Location	March 31, 2016			December 31, 2015			Balance Sheet Location	March 31, 2016			December 31, 2015
Interest rate swap contracts															Other non-current assets		$	—		$	8,655	Other non-current liabilities		$	(7,801)		$	—
Foreign currency contracts															Other current assets			5,903			657	Accrued Expenses and other current liabilities			(5,421)			(10,341)
Foreign currency contracts															Other non-current assets			—			—	Other non-current liabilities			(136)			(1,082)
Total fair value of derivative assets (liabilities)																	$	5,903		$	9,312			$	(13,358)		$	(11,423)
			$	1		$	—			$	(10)		$	(16)

As of ~~September 30, 2015,~~March 31, 2016, the notional amounts of foreign currency forward contracts and interest rate swap contracts were ~~$275 million.~~$334 million and $1,400 million respectively. These derivative contracts cover transactions for ~~a period~~periods that ~~does~~do not exceed ~~two~~three years.

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~~TRAVELPORT WORLDWIDE LIMITED~~

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

~~8. Financial Instruments (Continued)~~

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015.

(in $ millions)
Nine Months Ended
September 30, 2015

Nine Months Ended
September 30, 2014

Net derivative (liability) asset opening balance $ (16) $ 10
Total loss for the period included in net income (15) (9)
Total loss for the period accounted through other comprehensive loss — (4)
Payments on (proceeds from) settlement of foreign currency derivative contracts 22 (6)
Net derivative liability closing balance $ (9) $ (9)

(in $ thousands)	Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
Net derivative liability opening balance		$	(2,111)		$	(15,548)
Total loss for the period included in net income (loss)			(14,605)			(16,457)
Payments on settlement of foreign currency derivative contracts			9,261			5,933
Net derivative liability closing balance		$	(7,455)		$	(26,072)

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 6%18% and a recovery rate of 20% which are applied to the Company’s credit default swap adjustments. AsIn accordance with the Company’s policy, as the credit valuation adjustment applied to arrive at the fair value of derivatives ~~is less~~has not been greater 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 ~~September 30, 2015.~~March 31, 2016.

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

9. Financial Instruments (Continued)

The table below presents the impact of changes in fair values of derivatives not designated as hedges on ~~other comprehensive loss and the impact derivatives not designated as hedges had on~~ net income (loss) during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2016 and 2015:

Amount of Gain
Recognized
in Other
Comprehensive
Loss Statement of
Operations
Location Amount of Loss
Recorded
in Net
Income
Three Months
Ended
September 30, Nine Months
Ended
September 30, Three Months
Ended
September 30, Nine Months
Ended
September 30,
(in $ millions) 2015 2014 2015 2014 2015 2014 2015 2014
Derivatives designated as hedging instruments:
Interest rate caps $ — $ — $ — $ 4 Interest expense, net $ — $ — $ — $ —
Derivatives not designated as
hedging instruments:
Interest rate caps N/A N/A N/A N/A Interest expense, net — (1) — (9)
Foreign currency forward contracts N/A N/A N/A N/A Selling,
general and
administrative (10) (9) (15) (7)
$ (10) $ (10) $ (15) $ (16)

		Amount of Income (Loss) Recorded in Net Income (Loss)
(in $ thousands)	Location of Gain (Loss) Recorded in Income (Loss)	Three Months Ended March 31,
		2016			2015
Interest rate swap contracts	Interest expense, net		$	(16,456)		$	—
Foreign currency contracts	Selling, general and administrative			1,851			(16,457)
			$	(14,605)		$	(16,457)

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.

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~~TRAVELPORT WORLDWIDE LIMITED~~

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

~~8. Financial Instruments (Continued)~~

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

		September 30, 2015						December 31, 2014							March 31, 2016				December 31, 2015
(in $ millions)	Fair Value Hierarchy	Carrying Amount			Fair Value			Carrying Amount			Fair Value
(in $ thousands)														Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Asset (liability)
Available-for-sale securities	Level 1		$	—		$	—		$	6		$	6
Derivative assets	Level 2			1			1			—			—	Level 2		5,903		5,903		9,312		9,312
Derivative liabilities	Level 2			(10)			(10)			(16)			(16)	Level 2		(13,358)		(13,358)		(11,423)		(11,423)
Total debt	Level 2			(2,472)			(2,489)			(2,440)			(2,461)	Level 2		(2,424,689)		(2,466,987)		(2,437,198)		(2,431,242)

The fair value of the Company’s ~~term loans~~total debt has been determined by calculating the fair value of its term loans 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.

9.10. 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 ~~September 30, 2015,~~March 31, 2016, the Company had approximately ~~$76~~$51 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which ~~$48~~$30 million relates to the twelve months ending ~~September 30, 2016.~~March 31, 2017. These purchase obligations extend through ~~2019.~~2020.

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

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

10. Commitments and Contingencies (Continued)

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 (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 or sales of ~~debt.~~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 ~~or lenders~~ in debt ~~issuances.~~or equity security issuances or sales. 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

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~~TRAVELPORT WORLDWIDE LIMITED~~

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

~~9. Commitments and Contingencies (Continued)~~

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.

~~10.~~11. Equity

Dividends on Common Shares

The Company’s Board of Directors declared the following cash ~~dividends~~dividend during the three ~~and nine~~ months ended ~~September 30, 2015:~~March 31, 2016:

Declaration Date Dividend
Per Share Record
Date Payment
Date Amount
(in $ million)
February 19, 2015 $ 0.075 March 5, 2015 March 19, 2015 9
May 1, 2015 $ 0.075 June 5, 2015 June 18, 2015 10
July 31, 2015 $ 0.075 September 3, 2015 September 17, 2015 9

Declaration Date

Dividend
Per Share

Record
Date

Payment
Date

Amount
(in $ thousands)

February 17, 2016

0.075

March 3, 2016

March 17, 2016

9,279

On ~~October 28, 2015,~~May 3, 2016, the Company’s Board of Directors declared a cash dividend of $0.075 per common share (see Note ~~13—~~14—Subsequent Events).

~~11. Equity-Based Compensation~~

In connection with the acquisition of MTT on July 3, 2015, the Company granted equity awards to MTT executives to be delivered at a future date in the Company’s common shares, based on performance targets and other terms and conditions set forth in the awards.

~~The table below presents the activity of the Company’s restricted share units (“RSUs”) and stock options for the nine months ended September 30, 2015:~~

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

Balance as of January 1, 2015 3,196,422 $ 18.68
Granted at fair market value 133,501 $ 14.89
Vested(1) (1,800,857) $ 19.81
Forfeited (9,000) $ 16.00
Balance as of September 30, 2015 1,520,066 $ 16.91

~~(1)~~

Primarily relates to the vesting of substantially all of the outstanding performance-based restricted share units (“PRSUs”) under the 2013 equity-based long-term incentive program upon satisfaction of the performance criteria in April 2015.

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NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

~~11.~~12. Equity-Based Compensation ~~(Continued)~~

Stock Options
(in dollars, except number of stock options) Number
Weighted
Average
Grant Date
Fair Value

Balance as of January 1, 2015 1,270,871 $ 6.72
Granted at fair market value 121,117 $ 5.37
Forfeited — —
Balance as of September 30, 2015 1,391,988 $ 6.61

OfThe table below presents the ~~above outstanding 1,391,988~~activity of the Company’s restricted share units (“RSUs”), performance share units (“PSUs” and, together with RSUs, “Restricted Units”) and stock options ~~160,000~~for the three months ended March 31, 2016:

	Restricted Units
(in dollars, except number of Restricted Units)	Number		Weighted Average Grant Date Fair Value
Balance as of January 1, 2016		2,172,529		$	15.73
Granted at fair market value		1,634,829		$	13.18
Vested(1)		(60,071)		$	18.64
Forfeited		(177,992)		$	16.75
Balance as of March 31, 2016		3,569,295		$	14.46

(1)

During the three months ended March 31, 2016, the Company completed net share settlement of 23,417 common shares in connection with employee taxable income created upon the vesting of Restricted Units. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares.

	Stock Options
(in dollars, except number of stock options)	Number		Weighted Average Grant Date Fair Value
Balance as of January 1, 2016		1,454,638		$	6.49
Granted at fair market value		1,299,356		$	4.04
Forfeited		(121,751)		$	6.35
Expired		(13,184)		$	6.43
Balance as of March 31, 2016		2,619,059		$	5.28

In March 2016, the Company granted 0.6 million RSUs, 0.7 million PSUs and 1.2 million stock options under the Travelport Worldwide Limited 2014 Omnibus Equity Incentive Plan. The RSUs and stock options vest annually in quarterly installments on April 15 each year, over a period of four years, if the employee continues to remain in employment during the vesting period. The number of PSUs that will vest on April 15, 2019 is based on the satisfaction of certain performance conditions and continued employment of the employee during the vesting period.

As of March 31, 2016, 332,069 stock options have vested and ~~are exercisable as of September 30, 2015.~~become exercisable. The weighted-average exercise price of stock options granted during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 was ~~$14.47~~$13.21 per option, with the remaining weighted average contractual term as of ~~September 30, 2015~~March 31, 2016 of ~~9.65~~9.95 years.

Compensation expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~ resulted in a credit to equity on the Company’s consolidated condensed balance ~~sheets~~sheet of ~~$20~~$9 million and ~~$30~~$12 million, respectively.

The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of ~~September 30, 2015~~March 31, 2016 will be approximately ~~$33~~$56 million based on the fair value of the ~~equity awards~~Restricted Units and the stock options on the grant date.

~~12. Income Per Share~~

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

Three Months Ended
September 30, Nine Months Ended
September 30,
(in $ million, except share data) 2015 2014 2015 2014
Numerator – Basic and Diluted EPS:
Net income attributable to the Company $ 4 $ 154 $ 11 $ 129
Denominator – Basic EPS:
Weighted average common shares outstanding 122,495,392 88,254,078 122,062,715 73,701,371
Income per share – Basic $ 0.03 $ 1.75 $ 0.09 $ 1.75
Denominator – Diluted EPS:
Number of shares used for Basic EPS 122,495,392 88,254,078 122,062,715 73,701,371
Weighted average effect of dilutive securities
RSUs 161,744 2,119,936 447,081 2,327,658
Stock Options 67,005 90,637 53,563 44,352
Weighted average common shares outstanding – Diluted 122,724,141 90,464,651 122,563,359 76,073,381
Income per share – Diluted $ 0.03 $ 1.71 $ 0.09 $ 1.70

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.

2019

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TRAVELPORT WORLDWIDE LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)

~~12.~~13. Income (Loss) Per Share ~~(Continued)~~

The following table reconciles the numerators and denominators used in the computation of basic and diluted income (loss) per share:

	Three Months Ended March 31,
(in $ thousands, except for share data)	2016			2015
Numerator – Basic and Diluted Income (Loss) per Share:
Net income (loss) attributable to the Company		$	16,585		$	(8,141)
Denominator – Basic Income (Loss) per Share:
Weighted average common shares outstanding			123,718,311			121,411,360
Income (loss) per share – Basic		$	0.13		$	(0.07)
Denominator – Diluted Income (Loss) per Share:
Number of common shares used for basic income (loss) per share			123,718,311			121,411,360
Weighted average effect of dilutive securities Stock Options			60,096			—
Weighted average common shares outstanding			123,778,407			121,411,360
Income (loss) per share – Diluted		$	0.13		$	(0.07)

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

For ~~each of~~ the three ~~and nine~~ months ended ~~September 30, 2015,~~March 31, 2016, the Company had ~~1.1~~2.3 million of weighted-average common share equivalents, primarily associated with the Company’s stock options and RSUs, that were excluded from the calculation of diluted income per share 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.

The increase in the weighted average number of common shares outstanding for the three and nine months ended September 30, 2015 compared to the three and nine months ended September 30, 2014 is a result of several debt-for-equity exchanges and the initial public offering of the Company’s common shares during 2014.

~~13.~~14. Subsequent Events

On ~~October 8, 2015,~~April 1, 2016, the Company ~~increased~~acquired its ~~shareholding~~distributor in ~~Locomote Holdings Pty Ltd from 49% to a majority ownership stake of 55% and Locomote’s results will be consolidated with the Company from this date.~~Japan. The Company is in the process of allocating the purchase consideration to acquired identifiable assets and ~~liabilities in respect of this step-up acquisition.~~liabilities.

On ~~October 28, 2015,~~May 3, 2016, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the ~~third~~first quarter of ~~2015,~~2016, which is payable on ~~December 17, 2015~~June 16, 2016 to shareholders of record on ~~December 4, 2015.~~June 2, 2016.

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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 nine~~ months ended ~~September 30, 2015~~March 31, 2016 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. 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 travel commerce platform providing distribution, technology, payment, mobile and other solutions for the $8$7 trillion global travel and tourism industry. We facilitate travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel agencies and other travel buyers in our proprietary business-to-business (“B2B”) travel commerce ~~platform. We~~platform (our Travel Commerce Platform). In 2015, we processed ~~approximately $64~~over $82 billion of travel ~~spending during the nine months ended September 30, 2015.~~spending. Since 2012, we have strategically invested 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, and we further classify revenue according to its source as either Travel Commerce Platform revenue (comprised of Air and Beyond Air) or Technology Services revenue. For the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, Air, Beyond Air and Technology Services represented 73%, ~~21%~~22% and 6%5%, respectively, of our net revenue.

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 400 airlines globally, including approximately ~~100 Low Cost Carriers~~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 Air Asia, easyJet ~~Ryanair~~ and ~~Spirit Airlines~~Ryanair into our Travel Commerce Platform.

Beyond Air

We have expanded our Travel Commerce Platform with a fast growing portfolio of Beyond Air initiatives. Our Beyond Air portfolio includes hospitality, payment solutions, mobile ~~solutions,~~commerce, 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. Based on our estimates we offer the largest inventory of hotel properties on any travel platform in the world via our innovative distribution and merchandising solutions for both chain and independent hotels.

~~We are an early adopter in automated B2B payments, which we believe are redefining payments between travel agencies to travel providers. eNett’s~~For payment solutions, eNett International (Jersey) Limited’s (“eNett”) core offering is a Virtual Account Number ~~payment solution~~(“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 three ~~and nine~~ months ended ~~September 30, 2015,~~March 31, 2016, eNett generated net revenue of ~~$27~~$33 million ~~and $66 million, respectively,~~ representing an approximately ~~48% and 34%~~76% increase in its net revenue compared to the three ~~and nine~~ months ended ~~September 30, 2014, respectively.~~March 31, 2015.

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Following our acquisition of Mobile Travel Technologies Ltd. in July 2015, 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.

In addition to hospitality, payment solutions and mobile ~~solutions,~~commerce, we utilize the broad connections and extensive data managed by our Travel Commerce Platform to provide advertising solutions 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 solutions to airlines, such as pricing, shopping, ticketing, ground handling and other services, 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. ~~(“Delta”).~~ In addition, we own 51% of IGT Solutions Private ~~Ltd,~~Ltd., an application development services provider based in ~~New Delhi,~~Gurgaon, India that is used for both internal and external software development.

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 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, mobile commerce, 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.

The table below sets ~~out~~forth our performance metrics:

Three Months
Ended
September 30, Change Nine Months
Ended
September 30, Change
(in $ millions, except per share data, Reported Segments and RevPas) 2015 2014 % 2015 2014 %
Net revenue $ 560 $ 529 31 6 $ 1,686 $ 1,652 34 2
Operating income 54 21 33 155 151 156 (5) (4)
Net income 5 155 (150) (97) 14 133 (119) (89)
Income per share – diluted (in $) 0.03 1.71 (1.68) (98) 0.09 1.70 (1.61) (94)
Adjusted EBITDA(1)
131 133 (2) (2) 405 430 (25) (6)
Adjusted Net Income (Loss)(2)
30 (3) 33 * 95 (9) 104 *
Adjusted Income (Loss) per Share – diluted(3) (in $)
0.25 (0.03) 0.28 * 0.78 (0.12) 0.90 *
Net cash provided by (used in) operating activities 62 (53) 115 * 154 (11) 165 *
Adjusted Free Cash Flow(4)
31 (62) 93 * 64 (80) 144 *
Reported Segments (in millions) 84 88 (4) (5) 266 275 (9) (3)
Travel Commerce Platform RevPas (in $) $ 6.29 $ 5.67 $ 0.62 11 $ 5.99 $ 5.68 $ 0.31 6

	Three Months Ended March 31,						Change
(in $ thousands, except share data, Reported Segments and RevPas)	2016			2015						%
Net revenue		$	609,263		$	572,128		$	37,135		6
Operating income			79,868			33,749			46,119		137
Net income (loss)			17,181			(7,108)			24,289		*
Income (loss) per share – diluted (in $)			0.13			(0.07)			0.20		*
Adjusted EBITDA(1)			154,140			137,458			16,682		12
Adjusted Operating Income(2)			96,464			76,724			19,740		26
Adjusted Net Income(3)			50,955			29,577			21,378		72
Adjusted Income per Share – diluted(4) (in $)			0.41			0.24			0.17		71
Net cash provided by operating activities			26,204			11,019			15,185		138
Adjusted Free Cash Flow(5)			(5,070)			(21,018)			15,948		76
Reported Segments (in thousands)			89,973			94,520			(4,547)		(5)
Travel Commerce Platform RevPas (in $)		$	6.43		$	5.73			0.70		12

Percentage calculated not meaningful

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(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) and related income taxes.

(2)

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

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~~(2)~~(3)

Adjusted Net Income (Loss) is defined as net income (loss) from continuing operations excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, share of earnings (losses) in equity method investments and items that are excluded under our debt covenants, such as gain on the sale of shares of Orbitz Worldwide, non-cash equity-based compensation, certain corporate and restructuring costs, certain litigation and related costs and other non-cash items, such as unrealized foreign currency gains (losses) on ~~euro denominated debt~~earnings hedges, and ~~earnings hedges~~unrealized gains (losses) on interest rate derivate instruments, along with any income tax related to these exclusions.

~~(3)~~(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.

~~(4)~~(5)

Adjusted Free Cash Flow is defined as net cash provided by (used in) operating activities of continuing operations, adjusted to remove the impact of cash paid for other adjusting items which we believe are unrelated to our ongoing operations and to deduct capital expenditures on property and equipment additions, capital lease and other indebtedness repayments (“Capital ~~Expenditures”~~Expenditure”).

Adjusted Net Income (Loss), Adjusted Operating Income and Adjusted EBITDA are supplemental measures of operating performance that do not represent, and should not be considered as, alternatives to net income (loss), as determined under U.S. GAAP. In addition, ~~Adjusted Net Income (Loss) and Adjusted EBITDA~~these measures may not be comparable to similarly named measures used by other companies. The presentation of ~~Adjusted Net Income (Loss) and Adjusted EBITDA~~these measures have limitations as analytical tools, and ~~these measures~~ should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

We have included Adjusted Net Income (Loss), Adjusted Operating Income and Adjusted EBITDA as they are primary metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. ~~They~~These metrics are also used by our Board of Directors to determine incentive compensation for future periods.

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The following table provides a reconciliation of net income (loss) to Adjusted Net Income, ~~(Loss)~~to Adjusted Operating Income and to Adjusted EBITDA:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(in $ millions)	2015			2014			2015			2014
Net income		$	5		$	155		$	14		$	133
(in $ thousands)													2016			2015
Net income (loss)														$	17,181		$	(7,108)
Adjustments:
Amortization of intangible assets(1)			18			19			56			58			11,139			18,623
Loss on early extinguishment of debt			—			94			—			108
Share of losses (earnings) in equity method investments			1			(2)			1			1
Share of earnings in equity method investment															—			(19)
Gain on sale of shares of Orbitz Worldwide			—			(304)			(6)			(356)			—			(6,271)
Equity-based compensation and related taxes			4			24			25			33			9,101			12,402
Corporate and restructuring costs(2)			3			4			11			10			7,409			1,614
Other – non cash(3)			(1)			7			(8)			4			5,403			10,336
Tax impact of adjustments			—			—			2			—			722			—
Adjusted Net Income (Loss)			30			(3)			95			(9)
Adjusted Net Income															50,955			29,577
Adjustments:
Interest expense, net(4)															38,439			39,389
Remaining provision for income taxes															7,070			7,758
Adjusted Operating Income															96,464			76,724
Adjustments:
Depreciation and amortization of property and equipment			38			39			119			113			41,102			42,405
Amortization of customer loyalty payments			15			19			51			56			16,574			18,329
Interest expense, net			40			67			118			237
Remaining provision for income taxes			8			11			22			33
Adjusted EBITDA		$	131		$	133		$	405		$	430		$	154,140		$	137,458

(1)

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

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(2)

Relates to costs associated with corporate development transactions and costs incurred to enhance our organization’s efficiency.

(3)

Other—non cash includes (i) unrealized (gains) losses ~~(gains)~~ on foreign currency ~~exchange derivative~~derivatives contracts ~~and revaluation losses (gains) on our euro denominated debt~~ of $1$(11) million and $7$10 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and $(5) million and $6 million for the nine months ended September 30, 2015 and 2014,~~ respectively, and (ii) ~~other gains~~unrealized loss on interest rate derivative contracts of $2$16 million ~~and $0~~ for the three months ended ~~September 30, 2015 and 2014, respectively, and $3~~March 31, 2016.

(4)

Interest expense, net excludes the impact of unrealized loss of $16 million ~~and $2 million for the nine months ended September 30, 2015 and 2014, respectively.~~on interest rate derivative contracts, which is included within “Other—non cash”.

We have included Adjusted Income (Loss) per 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, ~~which we believe are ongoing costs of doing business,~~ 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) 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—diluted has similar limitations as Adjusted ~~EBITDA~~Net Income (Loss), Adjusted Operating Income (Loss) and Adjusted ~~Net Income (Loss)~~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/~~income / (loss) and net ~~income/~~income / (loss) per share for the period. Therefore, ~~we believe~~ it is important to evaluate these measures along with our consolidated condensed statements of operations.

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

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Factors Affecting Results of Operations

Geographic Mix: Our geographically dispersed footprint helps insulate us from 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 ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 and ~~2014:~~2015.

	Nine Months Ended September 30,				Three Months Ended March 31,
(in percentages)	2015		2014		2016		2015
Asia Pacific		22%		19%		22		22
Europe		29		31		33		31
Latin America and Canada		5		4		5		4
Middle East and Africa		14		14		13		13
International		70		68		73		70
United States		30		32		27		30
Travel Commerce Platform		100%		100%		100		100

We expect some of the regions in which we currently operate, such as Asia Pacific, ~~Latin America and~~ 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.

Customer 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 400 airlines globally, including approximately ~~100~~120 LCCs. In addition, we serve numerous Beyond Air travel providers, including approximately 650,000 hotel properties (of which over 550,000 are independent hotel properties), ~~over~~approximately 36,000 car rental locations, ~~and~~ approximately 60 cruise-line and tour ~~operators.~~operators and 13 major rail networks worldwide. We

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aggregate travel content across over 68,000 travel agency locations representing over 235,000 online and offline travel agency terminals worldwide, which in turn ~~serve~~serves millions of end customers globally. None of our travel buyers or travel providers accounted for more than 10% of our revenue for the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016.

Renegotiated Legacy ~~Contracts:~~Contract: In February 2014, we entered into a ~~new~~renegotiated long-term agreement under which Orbitz Worldwide uses our services in the United States and other countries. Under ~~this~~the agreement, we ~~pay~~paid incremental benefits in 2014, and since then, we have paid and will continue to pay further increased fees in later years for each air, car and hotel segment. ~~In addition,~~Since 2015, Orbitz Worldwide ~~receives~~has wider flexibility to use traditional GDS providers for ~~services, which started in 2015.~~services. In exchange for the enhanced payments, Orbitz Worldwide agreed to generate a minimum specified book of business through our Travel Commerce Platform and pay a shortfall payment if the minimum volume is not met.

In May 2014, we restructured and extended our Technology Services relationship with Delta. Delta reacquired the data and intellectual property rights central to its passenger service and flight operations systems. We continue to run the systems infrastructure and hosting for the Delta platform in our Atlanta data center on our hardware and with our systems monitoring and support.

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 ~~travelers plan and purchase their upcoming spring and summer travel, as~~ compared to the third and fourth quarters of the calendar year. Revenue typically peaks during these times 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).

~~Results~~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, employment and tax matters. We believe we have adequately accrued for such matters, and for costs of ~~Operations~~

~~Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014~~

Three Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Net revenue $ 560 $ 529 $ 31 6
Costs and expenses
Cost of revenue 336 320 16 5
Selling, general and administrative 114 130 (16) (12)
Depreciation and amortization 56 58 (2) (4)
Total costs and expenses 506 508 (2) —
Operating income 54 21 33 155
Interest expense, net (40) (67) 27 41
Loss on early extinguishment of debt — (94) 94 100
Gain on sale of shares of Orbitz Worldwide — 304 (304) (100)
Income before income taxes and share of (losses) earnings in equity method investments 14 164 (150) (91)
Provision for income taxes (8) (11) 3 22
Share of (losses) earnings in equity method investments (1) 2 (3) (118)
Net income $ 5 $ 155 $ (150) (97)

2625

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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 of Operations

Three Months Ended March 31, 2016 compared to Three Months Ended March 31, 2015

	Three Months Ended March 31,						Change
(in $ thousands)	2016			2015			$			%
Net revenue		$	609,263		$	572,128		$	37,135		6
Costs and expenses
Cost of revenue			362,677			349,231			13,446		4
Selling, general and administrative			114,477			128,120			(13,643)		(11)
Depreciation and amortization			52,241			61,028			(8,787)		(14)
Total costs and expenses			529,395			538,379			(8,984)		(2)
Operating income			79,868			33,749			46,119		137
Interest expense, net			(54,895)			(39,389)			(15,506)		(39)
Gain on sale of shares of Orbitz Worldwide			—			6,271			(6,271)		(100)
Income before income taxes and share of earnings in equity method investment			24,973			631			24,342		*
Provision for income taxes			(7,792)			(7,758)			(34)		*
Share of earnings in equity method investment			—			19			(19)		(100)
Net income (loss)		$	17,181		$	(7,108)		$	24,289		*

Percental calculated not meaningful

Net Revenue

Net revenue is comprised of:

	Three Months Ended September 30,						Change					Three Months Ended March 31,						Change
(in $ millions)	2015			2014			$			%
(in $ thousands )												2016			2015			$			%
Air		$	399		$	390		$	9		2		$	443,884		$	431,521		$	12,363		3
Beyond Air			129			111			18		17			135,002			110,120			24,882		23
Travel Commerce Platform			528			501			27		5			578,886			541,641			37,245		7
Technology Services			32			28			4		14			30,377			30,487			(110)		—
Net Revenue		$	560		$	529		$	31		6
Net revenue													$	609,263		$	572,128		$	37,135		6

During the three months ended ~~September 30, 2015,~~March 31, 2016, Net revenue increased by ~~$31~~$37 million, or 6%, compared to the three months ended ~~September 30, 2014.~~March 31, 2015. This increase was primarily driven by an increase in Travel Commerce Platform revenue of ~~$27~~$37 million, or ~~5%, and a $4 million, or 14%, increase in Technology Services revenue.~~7%.

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Travel Commerce Platform

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

	Three Months Ended September 30,						Change					Three Months Ended March 31,						Change
	2015			2014						%		2016			2015			$			%
Travel Commerce Platform RevPas (in $)		$	6.29		$	5.67		$	0.62		11		$	6.43		$	5.73		$	0.70		12
Reported Segments (in millions)			84			88			(4)		(5)
Reported Segments (in thousands)														89,973			94,520			(4,547)		(5)

The increase in Travel Commerce Platform revenue of ~~$27~~$37 million, or 5%7%, was due to ~~an $18~~a $12 million, or ~~17%~~3%, increase in Air revenue and a $25 million, or 23%, increase in Beyond Air ~~revenue and a $9 million, or 2%, increase in Air~~ revenue. Overall, there was ~~an 11%~~a 12% increase in Travel Commerce Platform RevPas, partially offset by a 5% decrease in Reported Segments.

Our Travel Commerce Platform continues to benefit from growth in Air revenue and Beyond Air ~~revenue as a result of continued growth in hospitality and payment solutions, as well as our expansion into mobile solutions.~~revenue. The value of transactions processed on the Travel Commerce Platform decreased to ~~$20.7~~$20.1 billion for the three months ended ~~September 30, 2015~~March 31, 2016 from ~~$22.8~~$21.8 billion for the three months ended ~~September 30, 2014 as a result of a decrease in segments in the U.S. and Europe and a reduction in ticket prices in line with global trends.~~March 31, 2015. Our ~~airline tickets issued decreased to 29 million from 30 million, and our~~ percentage of Air segment revenue from away bookings increased to ~~65%~~68% from ~~61%~~65%. We increased our hospitality segments per 100 airline tickets issued to 4943 from ~~45,~~41 and our car rental days sold to 2522 million from 2321 million, and our hotel room nights sold remained ~~flat~~stable at 16 million.

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

Three Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Asia Pacific $ 117 $ 103 $ 14 14
Europe 159 143 16 11
Latin America and Canada 27 23 4 21
Middle East and Africa 72 69 3 3
International 375 338 37 11
United States 153 163 (10) (6)
Travel Commerce Platform $ 528 $ 501 $ 27 5

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	Three Months Ended March 31,						Change
(in $ thousands)	2016			2015			$			%
Asia Pacific		$	128,495		$	117,773		$	10,722		9
Europe			194,847			165,727			29,120		18
Latin America and Canada			28,036			23,761			4,275		18
Middle East and Africa			73,450			73,323			127		—
International			424,828			380,584			44,244		12
United States			154,058			161,057			(6,999)		(4)
Travel Commerce Platform		$	578,886		$	541,641		$	37,245		7

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

	Segments (in millions)								RevPas (in $)											Segments (in thousands)								RevPas (in $)
	Three Months Ended September 30,				Change				Three Months Ended September 30,						Change					Three Months Ended March 31,				Change				Three Months Ended March 31,						Change
	2015		2014				%		2015			2014			$			%		2016		2015				%		2016			2015			$			%
Asia Pacific		16		14		2		7		$	7.32		$	6.87		$	0.45		7		16,989		16,719		270		2		$	7.56		$	7.04		$	0.52		7
Europe		19		20		(1)		(2)		$	8.20		$	7.20		$	1.00		14		23,133		22,989		144		1		$	8.42		$	7.21		$	1.21		17
Latin America and Canada		4		4		—		10		$	6.33		$	5.71		$	0.62		11		4,550		4,271		279		7		$	6.16		$	5.56		$	0.60		11
Middle East and Africa		10		10		—		—		$	7.47		$	7.27		$	0.20		3		9,721		9,929		(208)		(2)		$	7.56		$	7.38		$	0.18		2
International		49		48		1		2		$	7.61		$	6.99		$	0.62		9		54,393		53,908		485		1		$	7.81		$	7.06		$	0.75		11
United States		35		40		(5)		(13)		$	4.41		$	4.08		$	0.33		8		35,580		40,612		(5,032)		(12)		$	4.33		$	3.97		$	0.36		9
Travel Commerce Platform		84		88		(4)		(5)		$	6.29		$	5.67		$	0.62		11		89,973		94,520		(4,547)		(5)		$	6.43		$	5.73		$	0.70		12

International

Our International Travel Commerce Platform revenue increased ~~$37~~$44 million, or ~~11%~~12%, due to ~~a 9%~~an 11% increase in RevPas and a 2%1% increase in Reported Segments. The increase in RevPas was a result of growth in our Air and Beyond Air ~~offerings, including~~offerings. The increase in Air was mainly due to improved pricing, mix and merchandising, and the increase in Beyond Air was primarily driven by growth in payment solutions ~~hospitality~~ and ~~advertising, as well as~~ expansion into mobile ~~solutions.~~commerce. Our International Travel Commerce Platform revenue as a percentage of ~~total~~ Travel Commerce Platform revenue was ~~71%~~73% for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~67%~~70% for the three months ended ~~September 30, 2014.~~March 31, 2015.

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Asia Pacific

Revenue in Asia Pacific increased ~~$14~~$11 million, or ~~14%~~9%, due to a 7% increase in ~~Reported Segments~~RevPas and a 7%2% increase in ~~RevPas.~~Reported Segments. RevPas increased due to growth in Air revenue and Beyond Air revenue, including payment solutions and expansion into mobile commerce. Reported Segments increased due to strong growth in India, ~~South Korea,~~ Hong Kong and ~~Australia. RevPas increased primarily due to improved Air mix and growth in payment solutions.~~Indonesia.

Europe

Revenue in Europe increased ~~$16~~$29 million, or ~~11%~~18%, primarily due to a ~~14%~~17% increase in RevPas ~~offset by~~and a ~~2% decrease~~1% increase in Reported Segments. ~~The increase in~~ RevPas ~~is primarily~~increased due to ~~improved Air mix and merchandising, and~~revenue growth in Air and payment ~~solutions.~~solutions and mobile commerce in Beyond Air.

Latin America and Canada

Revenue in Latin America and Canada increased $4 million, or ~~21%~~18%, due to ~~a 10% increase in Reported Segments and~~ an 11% increase in ~~RevPas.~~RevPas and a 7% increase in Reported Segments. The increase in RevPas was mainly due to revenue growth in Air and Beyond Air. Reported Segments ~~increased primarily~~growth was due to strong growth in ~~Canada, Chile~~Argentina and Colombia.

Middle East and Africa

Revenue in the Middle East and Africa ~~increased $3 million, or 3%, due to improved Air mix contributing to a 3%~~remained flat at $73 million. A 2% increase in ~~RevPas.~~RevPas was offset by a 2% decrease in Reported Segments.

United States

Revenue in the United States decreased ~~$10~~$7 million, or 6%4%, primarily due to a ~~13%~~12% decrease in Reported Segments, partially offset by a 9% increase in RevPas. The decrease in Reported Segments was primarily driven by the impact of the renegotiated contract with Orbitz Worldwide in 2014, partially offset by ~~an 8%~~growth in other parts of our platform. The increase in ~~RevPas.~~RevPas was primarily due to Beyond Air revenue.

Technology Services

Technology Services revenue ~~increased by $4 million, or 14%, primarily due to growth in application development services.~~remained stable at $30 million.

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Cost of Revenue

Cost of revenue is comprised of:

	Three Months Ended September 30,						Change					Three Months Ended March 31,						Change
(in $ millions)	2015			2014			$			%
(in $ thousands)												2016			2015			$			%
Commissions		$	261		$	249		$	12		5		$	282,042		$	270,069		$	11,973		4
Technology costs			75			71			4		6			80,635			79,162			1,473		2
Cost of revenue		$	336		$	320		$	16		5		$	362,677		$	349,231		$	13,446		4

Cost of revenue increased by ~~$16~~$13 million, or 5%4%, primarily as a result of a $12 million, or 5%4%, increase in commission ~~costs and a $4 million, or 6%, increase in technology~~ costs. Commissions ~~paid to travel agencies~~ increased due to ~~an 8%~~a 6% increase in travel distribution ~~cost~~costs per segment, ~~in part due to timing of certain payments received from travel agencies during the three months ended September 30, 2014,~~primarily driven by mix and incremental commission costs from our payment processing business, partially offset by a 5% ~~decrease~~reduction in Reported Segments. Commissions included amortization of customer loyalty payments of ~~$15~~$17 million and ~~$19~~$18 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services increased by $4$1 million, or ~~6%, primarily due to continued expansion of our operations and investment in technology.~~2%.

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Selling, General and Administrative (SG&A)

SG&A is comprised of:

	Three Months Ended September 30,						Change					Three Months Ended March 31,						Change
(in $ millions)	2015			2014			$			%
(in $ thousands)												2016			2015			$			%
Workforce		$	78		$	76		$	2		4		$	84,571		$	80,239		$	4,332		5
Non-workforce			30			19			11		49			24,449			23,529			920		4
Sub-total			108			95			13		13			109,020			103,768			5,252		5
Non-core corporate costs			6			35			(29)		(79)			5,457			24,352			(18,895)		(78)
SG&A		$	114		$	130		$	(16)		(12)		$	114,477		$	128,120		$	(13,643)		(11)

SG&A expenses decreased by ~~$16~~$14 million, or ~~12%~~11%, during the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~September 30, 2014.~~March 31, 2015. SG&A expenses ~~included $6~~include $5 million and ~~$35~~$24 million of charges for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the three months ended ~~September 30, 2015~~March 31, 2016 compared to the three months ended ~~September 30, 2014~~March 31, 2015 increased by ~~$13~~$5 million, or ~~13%~~5%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel, increased by $2$4 million, or ~~4%.~~5%, primarily as a result of increased wages and benefits on account of headcount increases related to the expansion of the Travel Commerce Platform through acquisitions and go-to-market capabilities and merit increases. Non-workforce expenses, which include costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, increased ~~$11~~by $1 million, or 49%, due to realized losses on foreign exchange hedges and balance sheet revaluation, the benefit of which is offset across cost of revenue and workforce expense, and incremental marketing, public company and administrative costs.4%.

Non-core corporate costs of $6$5 million and ~~$35~~$24 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, certain legal and related costs and unrealized foreign currency gains and losses related to derivatives. The decrease of ~~$29~~$19 million ~~in costs~~ is primarily due to a ~~$20 million decrease in equity-based compensation and related taxes and a $6~~$21 million decrease in unrealized foreign exchange losses on ~~derivatives.~~foreign currency derivative contracts.

Depreciation and Amortization

Depreciation and amortization is comprised of:

	Three Months Ended March 31,						Change
(in $ thousands)	2016			2015			$			%
Depreciation on property and equipment		$	41,102		$	42,405		$	(1,303)		(3)
Amortization of acquired intangible assets			11,139			18,623			(7,484)		(40)
Total depreciation and amortization		$	52,241		$	61,028		$	(8,787)		(14)

Total depreciation and amortization decreased by $9 million, or 14%. Depreciation on property and equipment decreased $1 million, or 3%. Amortization of acquired intangible assets decreased by $7 million, or 40%, as the useful lives expired on a portion of the assets acquired on the sale of Travelport to Blackstone in 2006 and the acquisition of Worldspan in 2007.

Interest Expense, Net

Interest expense, net, increased by $16 million, or 39%, due to the adverse impact of fair value changes of our interest rate swaps.

Other Income

Other income represents the gain from the sale of our available-for-sale securities of Orbitz Worldwide, Inc. of $6 million for 2015.

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~~Depreciation and Amortization~~

~~Depreciation and amortization is comprised of:~~

Three Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Depreciation on property and equipment $ 38 $ 39 $ (1) (2)
Amortization of acquired intangible assets 18 19 (1) (6)
Total depreciation and amortization $ 56 $ 58 $ (2) (4)

~~Total depreciation and amortization decreased marginally by $2 million.~~

~~Interest Expense, Net~~

Interest expense, net, decreased by $27 million, or 41%, due to several de-leveraging transactions, including repayment of a portion of our debt from the proceeds of our initial public offering during 2014.

~~Loss on Early Extinguishment of Debt~~

During the three months ended September 30, 2014, we (i) exchanged $107 million of our senior notes, $57 million of our senior subordinated notes and $91 million of term loans under our credit agreements for our common shares, (ii) repaid $312 million of term loans with the proceeds of the sale of shares of Orbitz Worldwide and (iii) refinanced all of our remaining term loans and notes with a new senior secured credit agreement, repaying all of our then existing indebtedness, excluding capital leases. These transactions were accounted for as an extinguishment of debt resulting in loss on early extinguishment of $94 million.

~~Gain on Sale of Shares of Orbitz Worldwide~~

During the three months ended September 30, 2014, we sold 39 million shares of common stock of Orbitz Worldwide in an underwritten public offering for net proceeds of $312 million and recognized a gain of $304 million.

Provision for Income Taxes

Our tax provision ~~differs~~for the three months ended March 31, 2016 does not differ significantly from the U.S. Federal statutory rate primarily as a result of a number of offsetting items such as (i) being subject to income tax in numerous non-U.S. jurisdictions with varying income tax rates, (ii) a valuation allowance continued to be maintained in various jurisdictions including the U.S. due to the historical losses in those jurisdictions and (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant ~~jurisdictions and (iv) certain income or gains which are not subject to tax.~~

~~Share of (Losses) Earnings in Equity Method Investments~~

~~Our share of (losses) earnings in equity method investments was $(1) million and $2 million for the three months ended September 30, 2015 and 2014, respectively.~~

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~~Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014~~

Nine Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Net revenue $ 1,686 $ 1,652 $ 34 2
Costs and expenses
Cost of revenue 1,020 1,010 10 1
Selling, general and administrative 340 315 25 8
Depreciation and amortization 175 171 4 3
Total costs and expenses 1,535 1,496 39 3
Operating income 151 156 (5) (4)
Interest expense, net (118) (237) 119 50
Loss on early extinguishment of debt — (108) 108 100
Gain on sale of shares of Orbitz Worldwide 6 356 (350) (98)
Income before income taxes and share of losses in equity method investments 39 167 (128) (77)
Provision for income taxes (24) (33) 9 27
Share of losses in equity method investments (1) (1) — —
Net income $ 14 $ 133 $ (119) (89)

~~Net Revenue~~

~~Net revenue is comprised of:~~

Nine Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Air $ 1,231 $ 1,245 $ (14) (1)
Beyond Air 361 316 45 14
Travel Commerce Platform 1,592 1,561 31 2
Technology Services 94 91 3 4
Net Revenue $ 1,686 $ 1,652 $ 34 2

During the nine months ended September 30, 2015, Net revenue increased by $34 million, or 2%, compared to the nine months ended September 30, 2014. This increase was primarily driven by an increase in Travel Commerce Platform revenue of $31 million.

~~Travel Commerce Platform~~

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

Nine Months Ended
September 30, Change
2015 2014 $ %
Travel Commerce Platform RevPas (in $)
$ 5.99 $ 5.68 $ 0.31 6
Reported Segments (in millions)
266 275 (9) (3)

The increase in Travel Commerce Platform revenue of $31 million was due to a $45 million, or 14%, increase in Beyond Air revenue, offset by a $14 million, or 1%, decrease in Air revenue. Overall, there was a 6% increase in Travel Commerce Platform RevPas, offset by a 3% decrease in Reported Segments.

Our Travel Commerce Platform continues to benefit from growth in Beyond Air revenue as a result of growth in hospitality and payment solutions, as well as our expansion into mobile solutions. The value of

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transactions processed on the Travel Commerce Platform decreased to $64.2 billion for the nine months ended September 30, 2015 from $69.4 billion for the nine months ended September 30, 2014 as a result of a decrease in segments in the U.S. and Europe and a reduction in ticket prices in line with global trends. Our airline tickets issued decreased to 90 million from 94 million, and our percentage of Air revenue from away bookings increased to 65% from 63%. We increased our hospitality segments per 100 airline tickets issued to 46 from 42, our car rental days sold to 70 million from 64 million and, our hotel room nights sold to 49 million from 47 million.

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

Nine Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Asia Pacific $ 350 $ 304 $ 46 15
Europe 475 476 (1) —
Latin America and Canada 75 68 7 11
Middle East and Africa 220 216 4 2
International 1,120 1,064 56 5
United States 472 497 (25) (5)
Travel Commerce Platform $ 1,592 $ 1,561 $ 31 2

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

Segments (in millions)

RevPas (in $)

Nine Months Ended
September 30, Change Nine Months Ended
September 30, Change
2015 2014 % 2015 2014 $ %
Asia Pacific 49 44 5 10 $ 7.18 $ 6.88 $ 0.30 4
Europe 62 67 (5) (7) $ 7.60 $ 7.09 $ 0.51 7
Latin America and Canada 13 12 1 10 $ 5.89 $ 5.80 $ 0.09 2
Middle East and Africa 30 30 — (1) $ 7.45 $ 7.23 $ 0.22 3
International 154 153 1 — $ 7.30 $ 6.96 $ 0.34 5
United States 112 122 (10) (8) $ 4.21 $ 4.07 $ 0.14 3
Travel Commerce Platform 266 275 (9) (3) $ 5.99 $ 5.68 $ 0.31 6

~~International~~

Our International Travel Commerce Platform revenue increased $56 million, or 5%, due to a 5% increase in RevPas with international segments remaining flat. The increase in RevPas was a result of growth in our Beyond Air offerings, including growth in payment solutions, hospitality and advertising, as well as our expansion into mobile solutions. Our International Travel Commerce Platform revenue as a percentage of total Travel Commerce Platform revenue was 70% for the nine months ended September 30, 2015 compared to 68% for the nine months ended September 30, 2014.

~~Asia Pacific~~

Revenue in Asia Pacific increased $46 million, or 15%, due to a 4% increase in RevPas and a 10% increase in Reported Segments. RevPas increased primarily due to growth across our Beyond Air portfolio. Reported Segments increased due to strong growth in India, South Korea, Hong Kong and Australia.

~~Europe~~

Revenue in Europe decreased $1 million, due to a 7% decrease in Reported Segments, offset by a 7% increase in RevPas. The increase in RevPas is primarily due to revenue from payment solutions and hospitality.

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~~Latin America and Canada~~

Revenue in Latin America and Canada increased $7 million, or 11%, due to a 10% increase in Reported Segments and a 2% increase in RevPas. Reported Segments increased primarily due to strong growth in Canada and Colombia.

~~Middle East and Africa~~

~~Revenue in the Middle East and Africa increased $4 million, or 2%, due to a 3% increase in RevPas as a result of an increase in Beyond Air revenue, offset by a 1% decrease in Reported Segments.~~

~~United States~~

Revenue in the United States decreased $25 million, or 5%, primarily due to an 8% decrease in Reported Segments, which was driven by the impact of the renegotiated contract with Orbitz Worldwide in 2014, offset by a 3% increase in RevPas.

~~Technology Services~~

Technology Services revenue increased by $3 million, or 4%, due to continuous growth in application development services and IT solutions, partially offset by the negative impact of our renegotiated Delta hosting contract (effective July 1, 2014).

~~Cost of Revenue~~

~~Cost of revenue is comprised of:~~

Nine Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Commissions $ 790 $ 784 $ 6 1
Technology costs 230 226 4 2
Cost of revenue $ 1,020 $ 1,010 $ 10 1

Cost of revenue increased by $10 million, or 1%, as a result of a $6 million, or 1%, increase in commission costs and a $4 million, or 2%, increase in technology costs. Commissions paid to travel agencies increased due to a 2% increase in travel distribution cost per segment and incremental commission costs from our payment processing business, offset by a 3% decrease in Reported Segments. Commissions included amortization of customer loyalty payments of $51 million and $56 million for the nine months ended September 30, 2015 and 2014, respectively. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services increased by $4 million, or 2%, primarily due to continued expansion of our operations and investment in technology.

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

~~SG&A is comprised of:~~

Nine Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Workforce $ 230 $ 224 $ 6 3
Non-workforce 82 44 38 89
Sub-total 312 268 44 17
Non-core corporate costs 28 47 (19) (40)
SG&A $ 340 $ 315 $ 25 8

SG&A expenses increased by $25 million, or 8%, during the nine months ended September 30, 2015 compared to September 30, 2014. SG&A expenses included $28 million and $47 million of charges for the nine months ended September 30, 2015 and 2014, respectively, for non-core corporate costs that are

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removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 increased by $44 million, or 17%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel increased by $6 million, or 3%, primarily as a result of increased expenses related to the expansion of the Travel Commerce Platform through acquisition and go-to-market capabilities. Non-workforce expenses, which include costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, increased $38 million, or 89%, primarily due to realized losses on foreign exchange hedges and balance sheet revaluation, the benefit of which is offset across cost of revenue and workforce expense, and other incremental public company expenses.

Non-core corporate costs of $28 million and $47 million for the nine months ended September 30, 2015 and 2014, respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, certain legal and related costs and foreign currency gains and losses related to euro denominated debt and derivatives. The decrease of $19 million is primarily due to an $11 million decrease in unrealized foreign exchange losses on derivatives and an $8 million decrease in our equity-based compensation and related taxes.

~~Depreciation and Amortization~~

~~Depreciation and amortization is comprised of:~~

Nine Months Ended
September 30, Change
(in $ millions) 2015 2014 $ %
Depreciation on property and equipment $ 119 $ 113 $ 6 6
Amortization of acquired intangible assets 56 58 (2) (4)
Total depreciation and amortization $ 175 $ 171 $ 4 3

Total depreciation and amortization increased by $4 million, or 3%. Depreciation on property and equipment increased by $6 million, or 6%, primarily due to a higher capitalized cost of internally developed software as we continue to develop our systems to enhance our Travel Commerce Platform.

~~Interest Expense, Net~~

Interest expense, net, decreased $119 million, or 50%, due to several de-leveraging transactions, including repayment of a portion of our debt from the proceeds of our initial public offering during 2014.

~~Loss on Early Extinguishment of Debt~~

During the nine months ended September 30, 2014, we (i) exchanged $167 million of our senior notes, $313 million of our senior subordinated notes and $91 million of our term loans under our credit agreements for our common shares, (ii) repaid $312 million of term loans from the proceeds of the sale of shares of Orbitz Worldwide and (iii) refinanced all of our remaining term loans and notes under a new senior secured credit agreement, repaying all of our then existing indebtedness, excluding capital leases. These transactions were accounted for as an extinguishment of debt resulting in a loss on early extinguishment of $108 million.

~~Gain on Sale of Shares of Orbitz Worldwide~~

In February 2015, we sold all of our remaining shares of common stock of Orbitz Worldwide, which were classified as available-for-sale securities, and realized a gain of $6 million. During the nine months ended September 30, 2014, we sold 48 million shares of common stock of Orbitz Worldwide in underwritten public offerings for net proceeds of $366 million and recognized a gain of $356 million.

~~Provision for Income Taxes~~

Our tax provision differs significantly from 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 continued to be maintained in various jurisdictions including the U.S. due to the

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historical losses in those jurisdictions, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions and (iv) certain income or gains which are not subject to tax.

~~Share of Losses in Equity Method Investments~~

~~Our share of losses in equity method investments was $1 million for each of the nine months ended September 30, 2015 and 2014.~~jurisdictions.

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 ~~September 30, 2015,~~March 31, 2016, our cash and cash equivalents and revolving credit facility availability were as follows:

(in $ millions)
September 30,
2015

Cash and cash equivalents $ 101
Revolver availability 101

(in $ thousands)	March 31, 2016
Cash and cash equivalents		$	127,993
Revolving credit facility availability			101,314

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.

Working Capital

Our cash flows from operations are significantly impacted by revenue derived from, and commissions paid to, travel providers and travel ~~agencies. The end of period balance sheet items related to this activity is referred to as “Trading Working Capital”~~agencies and ~~consist~~consists of accounts receivables and deferred revenue from travel providers and travel agencies, current prepaid travel agency incentive payments and accrued liabilities for commissions. ~~We view Trading Working Capital as a key liquidity measure to understand our cash sources and uses from operations.~~The movement within these account balances are included within working capital.

The table below sets out our ~~Trading Working Capital~~working capital as of ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, as monitored by management, which is then reconciled to our ~~Working Capital:~~working capital as presented in our consolidated condensed balance sheets:

	Asset (Liability)									Asset (Liability)
(in $ millions)	September 30, 2015			December 31, 2014			Change
Accounts Receivable, net		$	237		$	184		$	53
(in $ thousands)										March 31, 2016			December 31, 2015			Change
Accounts receivable, net											$	253,728		$	205,686		$	48,042
Accrued commissions and incentives			(280)			(260)			(20)			(276,979)			(241,358)			(35,621)
Deferred revenue and prepaid incentives, net			(6)			(15)			9			(18,172)			(9,340)			(8,832)
Trading Working Capital			(49)			(91)			42
Cash and cash equivalents			101			139			(38)			127,993			154,841			(26,848)
Accounts payable and employee related			(133)			(132)			(1)			(139,622)			(153,349)			13,727
Accrued interest			(18)			(18)			—			(17,221)			(18,800)			1,579
Current portion of long-term debt			(67)			(56)			(11)			(62,484)			(74,163)			11,679
Taxes			13			17			(4)			14,585			16,850			(2,265)
Other assets (liabilities), net			16			(2)			18			33,816			5,684			28,132
Working Capital		$	(137)		$	(143)		$	6		$	(84,356)		$	(113,949)		$	29,593
Consolidated Balance Sheets:
Total current assets		$	457		$	412		$	45		$	528,392		$	465,141		$	63,251
Total current liabilities			(594)			(555)			(39)			(612,748)			(579,090)			(33,658)
Working Capital		$	(137)		$	(143)		$	6		$	(84,356)		$	(113,949)		$	29,593

As of ~~September 30, 2015,~~March 31, 2016, we had a ~~Working Capital~~working capital net liability of ~~$137~~$84 million, compared to ~~$143~~$114 million as of December 31, ~~2014, a decrease~~2015, an improvement of ~~$6 million. The $6~~$30 million, ~~decrease in net liability~~which is primarily due to a ~~$42~~$28 million ~~improvement~~increase in ~~Trading Working Capital net liability, as described below, an~~other assets, a $14 million decrease in accounts payable and employee related, a $12 million decrease in

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~~$18~~current portion of long term debt and a $2 million decrease in ~~other liabilities, net,~~accrued interest, offset by a ~~$38~~$27 million decrease in cash and cash equivalents as discussed in ~~“Cash~~“—Cash Flows” ~~below, and an $11 million increase in current portion of long-term debt.~~below.

As our business grows and our revenue and corresponding commissions and incentive expenses increase, our receivables and accruals increase. ~~The fluctuations in these balances are the primary contributors to the changes to our Trading Working Capital.~~

~~As of September 30, 2015 and December 31, 2014, our Trading Working Capital as a percentage of net revenue earned during the last twelve months was 2% and 4%, respectively.~~

The table below sets ~~out~~forth information on our accounts receivable:

	September 30, 2015			December 31, 2014			Change			March 31, 2016			December 31, 2015			Change
Accounts receivable, net (in $ millions)		$	237		$	184		$	53
Accounts receivable, net (in $ thousands)											$	253,728		$	205,686		$	48,042
Accounts receivable, net – Days Sales Outstanding (“DSO”)			38			37			1			38			38			—

Substantially all of our Air revenue within our Travel Commerce Platform is collected through the Airline Clearing House (“ACH”) and other similar clearing houses. ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, Air revenue accounted for approximately 73% of our ~~revenue;~~revenues, however, only 52% of our outstanding receivables related to customers using ACH as of ~~September 30, 2015.~~March 31, 2016. The ACH receivables are collected on average in 3233 days. Beyond Air revenue is generally not collected through the ACH process and takes longer to collect. ~~Our~~As of March 31, 2016, our average net collection period was 38 DSO for total accounts receivable, net, ~~at September 30, 2015,~~which was the same as ~~compared to 37 DSO at~~of December 31, ~~2014. The increase~~2015. Growth in ~~our DSO is primarily due to the growth of our Beyond Air revenue, which along with growth in our~~ Air revenue in the month of ~~September 2015~~March 2016 compared to December ~~2014,~~2015, contributed to the increase in our accounts receivable, net, balance. ~~We pay commissions to travel agencies on varying contractual terms, including payments made on a monthly, quarterly, semi-annual and annual basis.~~

Our revenue can experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. Our accounts receivable balance increased by ~~$53~~$48 million from December 31, ~~2014~~2015 to ~~September 30, 2015,~~March 31, 2016, and our accrued commissions and incentives increased by ~~$20~~$36 million from December 31, ~~2014~~2015 to ~~September 30, 2015,~~March 31, 2016, 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 ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 and ~~2014:~~2015:

	Nine Months Ended September 30,						Change			Three Months Ended March 31,						Change
(in $ millions)	2015			2014			$
(in $ thousands)										2016			2015			$
Cash provided by (used in):
Operating activities		$	154		$	(11)		$	165		$	26,204		$	11,019		$	15,185
Investing activities			(131)			263			(394)			(22,521)			(20,813)			(1,708)
Financing activities			(60)			(280)			220			(31,039)			(20,821)			(10,218)
Effect of exchange rate changes			(1)			(1)			—			508			(973)			1,481
Net decrease in cash and cash equivalents		$	(38)		$	(29)		$	(9)		$	(26,848)		$	(31,588)		$	4,740

We believe our important ~~measures~~measure of liquidity ~~are Adjusted Free Cash Flow and Unlevered~~is Adjusted Free Cash Flow. ~~We define Unlevered Adjusted Free Cash Flow as Adjusted Free Cash Flow excluding the impact of interest payments. These measures are~~This measure is a useful ~~indicators~~indicator of our ability to generate cash to meet

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our liquidity demands. We believe ~~these measures provide~~this measure provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash. ~~Management uses Unlevered Adjusted Free Cash Flow to determine how much~~We believe this measure gives management and investors a better understanding of the cash ~~would be available~~flows generated by our underlying business, as cash paid for other adjusting items are unrelated to the ~~providers~~underlying business and our Capital Expenditures are primarily related to the development of ~~capital and debt and assess cash generated if~~ our ~~debt were to be repaid.~~operating platforms.

Adjusted Free Cash Flow ~~and Unlevered Adjusted Free Cash Flow are~~is a non-GAAP ~~measures~~measure and may not be comparable to similarly named measures used by other companies. ~~These measures~~This measure should not be considered as ~~measures~~measure of liquidity or cash flows from operations as determined under U.S. GAAP. ~~These measures are~~This measure is not a measurement of our financial

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performance under U.S. GAAP and should not be considered in isolation or as an alternative to net earnings or any other performance measures derived in accordance with U.S. GAAP or as ~~alternatives~~alternative to cash flows from operating activities as ~~measures~~a measure of liquidity.

The following table provides a reconciliation of net cash provided by operating activities to ~~Adjusted Free Cash Flow and Unlevered~~ Adjusted Free Cash Flow. We have also supplementally provided as part of this reconciliation, a reconciliation of Adjusted EBITDA, our primary key performance measure, to net cash provided by ~~(used in)~~ operating activities:

	Nine Months Ended September 30,						Three Months Ended March 31,
(in $ millions)	2015			2014
(in $ thousands)							2016			2015
Adjusted EBITDA		$	405		$	430		$	154,140		$	137,458
Interest payments			(109)			(263)			(37,480)			(37,901)
Tax payments			(18)			(19)			(4,549)			(7,263)
Customer loyalty payments			(56)			(66)			(25,307)			(23,400)
Changes in Trading Working Capital			(36)			(34)
Changes in accounts payable and employee related payables			1			(19)
Changes in working capital									(49,048)			(50,588)
Pensions liability contribution			(2)			(5)			(1,118)			(672)
Changes in other assets and liabilities			(19)			2			(7,108)			(3,512)
Other adjusting items(1)			(12)			(37)			(3,326)			(3,103)
Net cash provided by (used in) operating activities			154			(11)
Net cash provided by operating activities									26,204			11,019
Add: other adjusting items(1)			12			37			3,326			3,103
Less: capital expenditures on property and equipment additions			(76)			(83)			(22,521)			(27,084)
Less: repayment of capital lease obligations and other indebtedness			(26)			(23)			(12,079)			(8,056)
Adjusted Free Cash Flow			64			(80)		$	(5,070)		$	(21,018)
Add: interest paid			109			263
Unlevered Adjusted Free Cash Flow		$	173		$	183

(1)

Other adjusting items relate to payments for costs included within operating income but excluded from Adjusted ~~EBITDA. These are comprised of $12 million~~EBITDA, and ~~$11 million of payments relating to corporate cost payments~~ during the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, relate to payments for corporate and ~~2014, respectively, and $26 million of payments during the nine months ended September 30, 2014 relating to the accrued sponsor monitoring fee.~~restructuring costs.

As of ~~September 30, 2015,~~March 31, 2016, we had ~~$101~~$128 million of cash and cash equivalents, a decrease of ~~$38~~$27 million compared to December 31, ~~2014.~~2015. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 compared to the ~~nine~~three months ended ~~September 30, 2014.~~March 31, 2015.

Operating ~~activities:~~activities. For the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, cash provided by ~~(used in)~~ operating activities was ~~$154~~$26 million compared to ~~$(11)~~cash provided by operating activities of $11 million for the ~~nine~~three months ended ~~September 30, 2014.~~March 31, 2015. The increase of ~~$165~~$15 million is primarily a result of ~~a $154 million decrease~~the increase in ~~interest payments, $35 million of lower other adjusting payments and customer loyalty payments partially offset by increased cash used for~~ operating ~~expenses.~~income.

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Investing ~~activities:~~activities. ~~During the nine months ended September 30, 2015, we had~~The cash used in investing activities ~~of $131~~was $23 million ~~primarily due to $76 million cash used in the purchase of property and equipment and $61 million net cash consideration paid~~ for the ~~acquisition of MTT. During the nine~~three months ended ~~September 30, 2014, we had cash inflows from investing activities of $263~~March 31, 2016 and $21 million ~~representing $366 million of cash proceeds from~~for the ~~sale of shares of common stock of Orbitz Worldwide,~~three months ended March 31, 2015, which was ~~offset by cash outflows of $83 million~~primarily for the purchase of property and ~~equipment and $20 million for investments in an equity affiliate and other business acquisition.~~equipment.

Our investing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~ include:

	Nine Months Ended September 30,						Three Months Ended March 31,
(in $ millions)	2015			2014
(in $ thousands)							2016			2015
Cash additions to software developed for internal use		$	57		$	63		$	18,558		$	17,742
Cash additions to computer equipment			19			20			3,963			9,342
Total		$	76		$	83		$	22,521		$	27,084

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 by implementing zTPF software on our mainframes, the development

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of our ~~uAPI~~Travelport Universal API that underpins our new and existing applications, the development of Smartpoint, our innovative booking solution delivering multisource content and pricing, and the development of our Travelport Merchandising ~~Platform~~Suite to allow airlines to showcase their content in travel agency workflows.

Cash additions to computer equipment are primarily for our continuing investment in our data center.

We view our Capital Expenditure for the period to include cash additions to our property and equipment and repayment of capital lease and other indebtedness, and was ~~$102 million and $106~~$35 million for each of the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 and ~~2014, respectively.~~2015.

Financing ~~activities:~~activities. Cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 was ~~$60 million which~~$31 million. This primarily ~~consisted~~comprised of (i) ~~$28~~$9 million ~~in dividend payments,~~of term loans repayment, (ii) ~~a $13 million payment related to the purchase of treasury shares on vesting of equity awards, (iii) $26~~$12 million of capital lease and other indebtedness repayments ~~(iv) an $18~~and (iii) $9 million ~~first lien term loan repayment, offset by (v) $26 million release of~~in dividend payments. The cash ~~provided as collateral. Cash~~ used in financing activities for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 was ~~$280~~$21 million. This ~~was~~primarily comprised of (i) ~~$445~~$6 million ~~cash inflows from the issuance~~ of our common shares in our initial public offering in September 2014, (ii) $2,345 million borrowed under our new senior secured credit agreement, (iii) $29 million from the release of cash provided as collateral, offset by (iv) $1,477 million repayment of our term loans ~~under our old senior secured credit agreement, (v) an $863 million~~ repayment, of our term loans under second lien credit agreement, (vi) a $588 million repayment of senior notes and senior subordinated notes, (vii) $83 million of payments related to the early extinguishment of debt and debt finance costs, (viii) a $65 million purchase of additional equity in eNett during the second quarter of 2014 and (ix) $23(ii) $8 million of capital lease repayments and (iii) $9 million in dividend payments.

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Financing Arrangements

As of ~~September 30, 2015,~~March 31, 2016, our financing arrangements include our senior secured credit facilities and obligations under our capital leases and other ~~financial~~ indebtedness. The following table summarizes our Net Debt position as of ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014:~~2015:

(in $ millions)	Interest rate	Maturity	September 30, 2015			December 31, 2014
(in $ thousands)									Interest rate	Maturity	March 31, 2016			December 31, 2015
Senior Secured Credit Agreement
Term loans
Dollar denominated~~(1)~~(2)	L+4.75%	September 2021		$	2,332		$	2,347	L+4.75%	September 2021		$	2,296,034		$	2,303,315
Revolver borrowings
Dollar denominated	L+5.00%	September 2019			—			—	L+5.00%	September 2019			—			—
Capital leases and other indebtedness					140			93					128,655			133,883
Total debt					2,472			2,440				$	2,424,689		$	2,437,198
Less: cash and cash equivalents					(101)			(139)					(127,993)			(154,841)
Less: cash held as collateral					—			(26)
Net Debt(2)				$	2,371		$	2,275
Net Debt(3)												$	2,296,696		$	2,282,357

(1)

Minimum LIBOR floor of 1.00%

(2)

Upon the adoption of the new U.S. GAAP guidance, unamortized debt finance costs of $24 million have been reclassified and deducted from the term loan balance as of December 31, 2015.

(3)

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

During the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, we (i) repaid ~~$18~~$9 million ~~of our quarterly installments~~ of term loans as required under the senior secured credit agreement, (ii) amortized $5$2 million and $1 million of debt finance costs and ~~$3 million of~~ debt discount, respectively, and (iii) repaid ~~$25~~$12 million ~~and terminated $40 million of~~under our capital ~~leases~~lease obligations and other indebtedness and entered into ~~$86~~$7 million of new capital leases for information technology ~~assets and (iv) incurred $27 million of other indebtedness of which $1 million was repaid.~~assets.

~~In March 2015, our credit rating improved and under the terms of our senior secured credit agreement, the applicable rate in respect of our term loans was reduced by 0.25%, with immediate effect.~~ The interest rate per annum applicable to the term loans is ~~currently~~ based on, at our election, (i) LIBOR plus 4.75% or ~~(ii)~~ base rate (as defined in the senior secured credit agreement) plus 3.75%. The term loans are subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. We expect to pay interest based on LIBOR plus 4.75% for the term loans.

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Under the senior secured credit agreement, we have a $125 million revolving credit facility with a consortium of banks, which contains a letter of credit sub-limit up to a maximum of $50 million. During the three months ended ~~September 30, 2015,~~March 31, 2016, we borrowed and repaid ~~$30~~$10 million under this facility. As of ~~September 30, 2015,~~March 31, 2016, we had no outstanding borrowings under our revolving credit facility and had utilized $24 million for the issuance of letters of credit, with a balance of $101 million remaining.

The senior secured credit agreement also permits the issuance of certain cash collateralized letters of credit in addition to those that can be issued under the revolving credit facility, whereby 103% of cash collateral ishas to be maintained for outstanding letters of credit. ~~In July 2015, all cash collateralized letters of credit were terminated and we received the outstanding balance of cash provided as collateral.~~ As of ~~September 30, 2015,~~March 31, 2016, there were no outstanding cash collateralized letters of credit.

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Substantially all of our debt is scheduled for repayment in September 2021.

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 senior secured credit agreement are unconditionally guaranteed by certain of our ~~wholly owned~~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 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 our senior secured credit agreement are subject to amortization and prepayment requirements, and our senior secured credit agreement contains various covenants, including a leverage ~~ratios,~~ratio, events of default and other provisions.

Our senior secured credit agreement limits 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;

•

make certain investments;

•

sell certain assets;

•

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 ~~September 30, 2015,~~March 31, 2016, our consolidated first lien net leverage ratio, as determined under our senior secured credit agreement, was ~~4.71~~4.28 compared to the maximum allowable of 6.00, and we were in compliance with such other covenants under our senior secured credit agreement.

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.

~~Foreign Currency and~~ Interest Rate Risk

~~Our debt is denominated in U.S. dollars and is~~We are exposed to interest rate ~~risks.~~ risk relating to our floating rate debt. 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.

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The primary interest rate ~~risk~~ exposure as of ~~September 30, 2015~~March 31, 2016 was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on ~~our~~ dollar denominated ~~variable~~floating rate debt. Interest on our $2,296 million term loan ~~borrowings. Our term loans have~~is currently charged at LIBOR plus 4.75%, subject to a ~~1.00%~~ LIBOR ~~floor.~~floor of 1.00%. During the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, LIBOR rates were below 1.00%. In order to ~~hedge the risk of U.S.~~protect against potential higher interest ~~rates rising above the term loan floor of 1%, subsequent to September 30,~~costs resulting from increases in LIBOR, in 2015, we ~~entered into~~transacted $1,400 million notional amount of interest rate swap contracts commencing February 2017 until February 2019. These swaps fix the LIBOR rate payable on ~~a portion~~approximately 60% of our ~~outstanding term loan balance for~~floating rate debt during the future period ~~from February 2017 through February 2019.~~at 1.4010%.

During the ~~nine~~three months ended September 30, 2014, we were also exposed to interest rate fluctuations in Europe, especially EURIBOR interest rates and to foreign currency exchange rate movements related to our euro denominated debt. In 2014, we used hedging strategies and derivative financial instruments to manage our exposure to changes in foreign currency exchange rates associated with our euro denominated debt.

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We also use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables and forecasted earnings of our foreign subsidiaries. We primarily enter into foreign currency forward contracts to manage our foreign currency exposure to the British pound, Euro and Australian dollar.

~~During the nine months ended September 30, 2015 and 2014,~~March 31, 2016, none of the derivative financial instruments used to manage our interest rate ~~and foreign currency exposures~~exposure were designated as accounting ~~hedges except for interest rate cap derivative instruments for 2014.~~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. Losses on these interest rate derivative financial instruments amounted to $0$16 million and $9$0 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, respectively.

Foreign Currency Risk

We are exposed to foreign currency exchange rate risk that arises from certain intercompany transactions and ~~2014, respectively.~~from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies.

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 2016, we used foreign currency derivative contracts (i.e. forward contracts) to manage our exposure to foreign currency exchange rate risk. As of March 31, 2016, we had $334 million notional amount of foreign currency forward contracts.

During the three months ended March 31, 2016 and 2015, 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 condensed statements of operations. ~~Losses~~Gains/(losses) on these foreign currency derivative financial instruments amounted to ~~$15~~$2 million and $7$(16) million for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. The fluctuations in the fair values of our derivative financial instruments partially offset the impact of the changes in the value of the underlying risks they are intended to economically hedge.

~~Until June 2014, we had designated interest rate cap~~As of March 31, 2016, our derivative contracts as accounting cash flow hedges and recorded the effective portion of changes in fair value of these derivative contracts, amounting to a loss of $4 million, as a component of other comprehensive loss. We ceasedwhich hedge ~~accounting for~~ our interest rate ~~cap derivative instruments in June 2014 realizing losses~~and foreign currency exposure had a net liability position of $8$7 million ~~previously accumulated within other comprehensive income (loss),~~ and ~~recognized the loss within our consolidated condensed statements of operations.~~

~~As of September 30, 2015, our foreign exchange derivative contracts~~ cover transactions for a period that does not exceed two years and we had a net liability position of $9 million related to derivative instruments associated with our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.three years.

Contractual Obligations

As of ~~September 30, 2015,~~March 31, 2016, our future contractual obligations have not changed significantly from the amounts included within our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February ~~27, 2015.~~18, 2016.

Other Off-Balance Sheet Arrangements

We had no other ~~off-balance~~off balance sheet arrangements during the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016.

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~~Item~~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 ~~of underlying currencies being hedged,~~ against the U.S. dollar as of ~~September 30, 2015.~~March 31, 2016. There are certain limitations inherent in ~~these~~this sensitivity ~~analyses~~analysis 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 ~~modeled.~~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. We have determined, through such analysis, that a 100 basis point increase in interest rates as of ~~September 30, 2015~~March 31, 2016, based on the outstanding debt balance would increase our annualized interest charge by ~~$8 million.~~$15 million, excluding the effect of fair value changes on our interest rate swaps. Due to the 1.00% LIBOR floor on our term loans, a 100 basis point decrease in interest rates as of ~~September 30, 2015~~March 31, 2016 would not change our annualized interest charge.

In 2015, in order to protect against potential higher interest costs resulting from increases in LIBOR interest rates, we transacted $1,400 million notional amount of interest rate swap contracts commencing February 2017 until February 2019. These swaps fix the LIBOR rate payable on approximately 60% of our floating rate debt during this future period at 1.4010%. 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 March 31, 2016, a 100 basis point increase/decrease in interest rates would result in a debit/(credit) to interest expense of $28 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 March 31, 2016. We have determined, through

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~~such~~ the sensitivity analysis, ~~that~~ the impact of a 10% ~~increase (decrease)~~strengthening in ~~foreign currency~~the U.S. dollar exchange ~~rates~~rate with respect ~~to our outstanding foreign currency derivative contracts as of September 30, 2015, in relation~~ to the British pound, Euro and Australian dollar would result in a charge ~~(credit)~~ of ~~$27~~approximately $33 million on our consolidated condensed statements of operations, while a 10% weakening in the U.S. dollar exchange rate with respect to the same currencies would result in a credit of $34 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—Quantitative and Qualitative Disclosure About Market Risks” included within our Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 filed with the SEC on February ~~27, 2015.~~18, 2016.

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

(a)

Disclosure Controls and ~~Procedures~~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) and 15d-15(e) under the Act) for the three months period ended ~~September 30, 2015.~~March 31, 2016. 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 ~~are~~were effective.

(b)

Changes in Internal Control Over Financial ~~Reporting~~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 first quarter ~~to which this report relates~~ that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s 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~~ITEM 1. LEGAL ~~PROCEEDINGS.~~PROCEEDINGS.

~~Consumer Antitrust Class Action.~~ ~~On July 14, 2015 and July 17, 2015, two purported class action lawsuits were filed against us, Amadeus and Sabre in the United States District Court for the Southern District of New York~~ (Gordon et al. v. Amadeus IT Group, S.A., Amadeus North America, Inc., Amadeus Americas, Inc., Sabre Corporation f/k/a Sabre Holdings Corporation, Sabre Holdings Corporation, Sabre GLBL Inc., Sabre Travel International Limited, Travelport Worldwide Limited, and Travelport LP d/b/a Travelport and Kolman et al. v. Amadeus IT Group, S.A., Amadeus North America, Inc., Amadeus Americas, Inc., Sabre Corporation f/k/a Sabre Holdings Corporation, Sabre Holdings Corporation, Sabre GLBL Inc., Sabre Travel International Limited, Travelport Worldwide Limited, and Travelport LP d/b/a Travelport). On August 14, 2015, the Kolman case was voluntarily dismissed without prejudice, leaving only the Gordon case in which an amended complaint was filed on October 2, 2015 (the “Amended Complaint”). The Amended Complaint alleges violations of the Sherman Act, state antitrust laws and state consumer protection laws by defendants beginning in 2006. In particular, the plaintiffs claim there was a conspiracy among us and the other defendants to maintain higher fees and restrict competition for airfare bookings that prevents airline discounting. The plaintiffs seek injunctive relief under federal antitrust law and damages in connection with their state law claims. Pursuant to the schedule set by the Court, defendants have until January 15, 2016 to respond to the Amended Complaint. At this time, the outcome of the Gordon lawsuit cannot be determined, but we believe the plaintiffs’ claims are without merit, and we intend to defend the claims vigorously; however, we believe the plaintiffs will request damages that would be material to us if there was an adverse ruling against us.

~~Other than as set forth above, there~~There are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2015, filed with the SEC on February ~~27, 2015, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, filed with the SEC on May 6, 2015 and August 4, 2015, respectively.~~18, 2016.

~~Item~~ITEM 1A. RISK FACTORS.

There have been no material changes in the risks factors previously disclosed in Part I, Item 1A, “Risk ~~Factors,”~~Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2015, filed with the SEC on February 27, 2015, and Part II, Item IA, “Risk Factors,” of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, filed with the SEC on May 6, 2015 and August 4, 2015, respectively.18, 2016.

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

Not Applicable.

~~Item~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

~~Item~~ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

~~Item~~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

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exempt, specifically licensed by the U.S. Office of Foreign 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 profit attributable to these activities in the quarter ended ~~September 30, 2015~~March 31, 2016 were approximately ~~$133,000~~$156,000 and ~~$94,000,~~$109,000, respectively.

Consulting Arrangement

On May 5, 2016, we entered into an agreement with Philip Emery, our former Executive Vice President, pursuant to which Mr. Emery will provide us with consulting services through December 31, 2016 for which we will pay Mr. Emery a fee of £25,000.

~~Item~~ITEM 6. EXHIBITS.

See Exhibit Index.

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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: ~~November 2, 2015~~May 5, 2016			By: /s/ ~~Philip Emery~~Bernard Bot ~~Philip Emery~~Bernard Bot Executive Vice President and Chief Financial Officer
	Date: ~~November 2, 2015~~May 5, 2016			By: /s/ ~~Antonios Basoukeas~~Antonios Basoukeas 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 3.1 to the Current Report on Form 8-K filed by Travelport Worldwide Limited on September 30, 2014).
	3.2			Amended and Restated Bye-laws 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).
	~~18.1~~10.1			~~Letter from Deloitte LLP Regarding Change in Accounting Principle.~~Form of 2016 Travelport Worldwide Limited Management Equity Award Agreement (US Named Executive Officers)
	10.2			Form of 2016 Travelport Worldwide Limited Management Equity Award Agreement (UK Named Executive Officers)
	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			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			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS			XBRL Instance Document
	101.SCH			XBRL Taxonomy Extension Schema Document
	101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
	101.LAB			XBRL Taxonomy Extension Labels Linkbase Document
	101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
	101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

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PART I. FINANCIAL INFORMATION
Forward-Looking Statements		1
Item 1 Financial Statements (unaudited)		3
Consolidated Condensed Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~ (unaudited)		3
Consolidated Condensed Statements of Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~ (unaudited)		4
Consolidated Condensed Balance Sheets as of ~~September 30, 2015~~March 31, 2016 (unaudited) and December 31, ~~2014~~2015		5
Consolidated Condensed Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~ (unaudited)		6
Consolidated Condensed Statement of Changes in Total Equity (Deficit) for the ~~Nine~~ Three Months Ended ~~September 30, 2015~~March 31, 2016 (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		2221
Item 3 Quantitative and Qualitative Disclosures About Market Risk		4136
Item 4 Controls and Procedures		4237
PART II. OTHER INFORMATION
Item 1 Legal Proceedings		4338
Item 1A Risk Factors		4338
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		4338
Item 3 Defaults upon Senior Securities		4338
Item 4 Mine Safety Disclosures		4338
Item 5 Other Information		4338
Item 6 Exhibits		4438
Signatures		4539

(in $ millions)	January 1, 2014			Additions			Retirements			Foreign Exchange			September 30, 2014
Non-Amortizable Assets:
Goodwill		$	986		$	14		$	—		$	—		$	1,000
Trademarks and tradenames			314			—			—			—			314
Other Intangible Assets:
Acquired intangible assets			1,129			—			—			—			1,129
Accumulated amortization			(610)			(58)			—			—			(668)
Acquired intangible assets, net			519			(58)			—			—			461
Customer loyalty payments			306			86			(52)			(2)			338
Accumulated amortization			(154)			(56)			52			—			(158)
Customer loyalty payments, net			152			30			—			(2)			180
Other intangible assets, net		$	671		$	(28)		$	—		$	(2)		$	641

(in $ millions)	Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Net derivative (liability) asset opening balance		$	(16)		$	10
Total loss for the period included in net income			(15)			(9)
Total loss for the period accounted through other comprehensive loss			—			(4)
Payments on (proceeds from) settlement of foreign currency derivative contracts			22			(6)
Net derivative liability closing balance		$	(9)		$	(9)

	Amount of Gain Recognized in Other Comprehensive Loss												Statement of Operations Location	Amount of Loss Recorded in Net Income
	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
(in $ millions)	2015			2014			2015			2014				2015			2014			2015			2014
Derivatives designated as hedging instruments:
Interest rate caps		$	—		$	—		$	—		$	4	Interest expense, net		$	—		$	—		$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate caps			N/A			N/A			N/A			N/A	Interest expense, net			—			(1)			—			(9)
Foreign currency forward contracts			N/A			N/A			N/A			N/A	Selling, general and administrative			(10)			(9)			(15)			(7)
															$	(10)		$	(10)		$	(15)		$	(16)

	Restricted Share Units
(in dollars, except number of RSUs)	Number		Weighted Average Grant Date Fair Value
Balance as of January 1, 2015		3,196,422		$	18.68
Granted at fair market value		133,501		$	14.89
Vested(1)		(1,800,857)		$	19.81
Forfeited		(9,000)		$	16.00
Balance as of September 30, 2015		1,520,066		$	16.91

	Three Months Ended September 30,						Nine Months Ended September 30,
(in $ million, except share data)	2015			2014			2015			2014
Numerator – Basic and Diluted EPS:
Net income attributable to the Company		$	4		$	154		$	11		$	129
Denominator – Basic EPS:
Weighted average common shares outstanding			122,495,392			88,254,078			122,062,715			73,701,371
Income per share – Basic		$	0.03		$	1.75		$	0.09		$	1.75
Denominator – Diluted EPS:
Number of shares used for Basic EPS			122,495,392			88,254,078			122,062,715			73,701,371
Weighted average effect of dilutive securities
RSUs			161,744			2,119,936			447,081			2,327,658
Stock Options			67,005			90,637			53,563			44,352
Weighted average common shares outstanding – Diluted			122,724,141			90,464,651			122,563,359			76,073,381
Income per share – Diluted		$	0.03		$	1.71		$	0.09		$	1.70