Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 18, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Travelport Worldwide LTD | ||
Entity Central Index Key | 1,424,755 | ||
Trading Symbol | tvpt | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding | 123,719,469 | ||
Entity Public Float | $ 1,287,523,496 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net revenue | $ 2,221 | $ 2,148 | $ 2,076 |
Costs and expenses | |||
Cost of revenue | 1,340 | 1,324 | 1,266 |
Selling, general and administrative | 456 | 430 | 396 |
Depreciation and amortization | 234 | 233 | 206 |
Total costs and expenses | 2,030 | 1,987 | 1,868 |
Operating income | 191 | 161 | 208 |
Interest expense, net | (149) | (278) | (356) |
Loss on early extinguishment of debt | (108) | (49) | |
Gain on sale of shares of Orbitz Worldwide | 6 | 356 | |
Income (loss) from continuing operations before income taxes and share of (losses) earnings in equity method investments | 48 | 131 | (197) |
Provision for income taxes | (27) | (39) | (20) |
Share of (losses) earnings in equity method investments | (1) | (1) | 10 |
Net income (loss) from continuing operations | 20 | 91 | (207) |
Gain from disposal of discontinued operations, net of tax | 4 | ||
Net income (loss) | 20 | 91 | (203) |
Net income attributable to non-controlling interest in subsidiaries | (4) | (5) | (3) |
Net income (loss) attributable to the Company | $ 16 | $ 86 | $ (206) |
Income (loss) per share - Basic: | |||
Income (loss) per share - continuing operations (in dollars per share) | $ 0.13 | $ 1.01 | $ (4.62) |
Income per share - discontinued operations (in dollars per share) | 0.10 | ||
Basic income (loss) per share (in dollars per share) | $ 0.13 | $ 1.01 | $ (4.52) |
Weighted average common shares outstanding - Basic (in shares) | 122,340,491 | 85,771,655 | 45,522,506 |
Income (loss) per share - Diluted: | |||
Income (loss) per share - continuing operations (in dollars per share) | $ 0.13 | $ 0.98 | $ (4.62) |
Income per share - discontinued operations (in dollars per share) | 0.10 | ||
Diluted income (loss) per share (in dollars per share) | $ 0.13 | $ 0.98 | $ (4.52) |
Weighted average common shares outstanding - Diluted (in shares) | 122,539,422 | 87,864,090 | 45,522,506 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 20 | $ 91 | $ (203) | |
Other comprehensive (loss) income, net of tax | ||||
Currency translation adjustments, net of tax of $0 | (11) | (11) | (5) | |
Changes in loss on cash flow hedges, net of tax of $0 | 4 | (4) | ||
Unrealized actuarial gain (loss) on defined benefit plans, net of tax of $0, $2 and $2 | 14 | (84) | 107 | |
Changes in (loss) gain on equity investment, net of tax of $0 | (1) | (7) | 9 | |
Changes in gain on available-for-sale securities, net of tax of $0 | (6) | 6 | ||
Other comprehensive (loss) income, net of tax | [1] | (4) | (92) | 107 |
Comprehensive income (loss) | 16 | (1) | (96) | |
Comprehensive income attributable to non-controlling interest in subsidiaries | (4) | (5) | (3) | |
Comprehensive income (loss) attributable to the Company | $ 12 | $ (6) | $ (99) | |
[1] | The tax impact relates to unrecognized actuarial gain (loss) on defined benefit plans. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2013, 2014 and 2015. |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Tax on currency translation adjustments | $ 0 | $ 0 | $ 0 |
Tax on changes in loss on cash flow hedges | 0 | 0 | 0 |
Tax of unrealized actuarial (loss) gain on defined benefit plans | 0 | 2 | 2 |
Tax on changes in (loss) gain on equity investment | 0 | 0 | 0 |
Tax on unrealized gain on available-for-sale securities | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 155 | $ 139 |
Accounts receivable (net of allowances for doubtful accounts of $15 and $14) | 206 | 184 |
Deferred income taxes | 5 | 5 |
Other current assets | 99 | 84 |
Total current assets | 465 | 412 |
Property and equipment, net | 460 | 414 |
Goodwill | 1,067 | 997 |
Trademarks and tradenames | 314 | 314 |
Other intangible assets, net | 535 | 619 |
Cash held as collateral | 26 | |
Deferred income taxes | 10 | 9 |
Other non-current assets | 78 | 101 |
Total assets | 2,929 | 2,892 |
Current liabilities: | ||
Accounts payable | 74 | 73 |
Accrued expenses and other current liabilities | 431 | 426 |
Current portion of long-term debt | 74 | 56 |
Total current liabilities | 579 | 555 |
Long-term debt | 2,387 | 2,384 |
Deferred income taxes | 60 | 54 |
Other non-current liabilities | 226 | 237 |
Total liabilities | $ 3,252 | $ 3,230 |
Commitments and contingencies (Note 14) | ||
Shareholders' equity (deficit): | ||
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of December 31, 2015 and 2014) | ||
Common shares ($0.0025 par value; 560,000,000 shares authorized; 124,476,382 shares and 122,505,599 shares issued; 123,631,474 shares and 121,411,360 shares outstanding as of December 31, 2015 and 2014, respectively) | ||
Additional paid in capital | $ 2,716 | $ 2,715 |
Treasury shares, at cost (844,908 shares and 1,094,239 shares as of December 31, 2015 and 2014, respectively) | (13) | |
Accumulated deficit | (2,882) | (2,898) |
Accumulated other comprehensive loss | (178) | (174) |
Total shareholders' equity (deficit) | (357) | (357) |
Equity attributable to non-controlling interest in subsidiaries | 34 | 19 |
Total equity (deficit) | (323) | (338) |
Total liabilities and equity | $ 2,929 | $ 2,892 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable (in dollars) | $ 15 | $ 14 |
Preferred stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 |
Preferred stock, share authorized | 225,000,000 | 225,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 |
Common stock, shares authorized | 560,000,000 | 560,000,000 |
Common stock, shares issued | 124,476,382 | 122,505,599 |
Common stock, shares outstanding | 123,631,474 | 121,411,360 |
Treasury stock, shares | 844,908 | 1,094,239 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities of continuing operations | |||
Net income (loss) | $ 20 | $ 91 | $ (203) |
Income from discontinued operations (including gain from disposal), net of tax | (4) | ||
Net income (loss) from continuing operations | 20 | 91 | (207) |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 234 | 233 | 206 |
Amortization of customer loyalty payments | 67 | 76 | 63 |
Gain on sale of shares of Orbitz Worldwide | (6) | (356) | |
Amortization of debt finance costs | 6 | 10 | 21 |
Accrual of repayment fee and amortization of debt discount | 4 | 6 | 8 |
Loss on early extinguishment of debt | 108 | 49 | |
(Gain) Loss on foreign exchange derivative instruments | (4) | 17 | 1 |
Gain on interest rate derivative instruments | (9) | (1) | (3) |
Payment-in-kind interest | 17 | 38 | |
Share of losses (earnings) in equity method investments | 1 | 1 | (10) |
Equity-based compensation | 30 | 41 | 6 |
Deferred income taxes | 2 | 6 | (1) |
Customer loyalty payments | (75) | (93) | (78) |
Pension liability contribution | (3) | (7) | (3) |
Changes in assets and liabilities: | |||
Accounts receivable | (18) | (11) | (27) |
Other current assets | (27) | 7 | 5 |
Accounts payable, accrued expenses and other current liabilities | 12 | (98) | 5 |
Other | 28 | 11 | 27 |
Net cash provided by operating activities | 262 | 58 | 100 |
Investing activities | |||
Property and equipment additions | (106) | (112) | (107) |
Proceeds from sale of shares of Orbitz Worldwide | 6 | 366 | |
Businesses acquired, net of cash | (66) | (18) | |
Purchase of equity method investment | (10) | ||
Proceeds from sale of assets held-for-sale | 17 | ||
Other | (6) | ||
Net cash (used in) provided by investing activities | (166) | 226 | (96) |
Financing activities | |||
Net proceeds from issuance of common shares in initial public offering | 445 | ||
Proceeds from term loans | 2,345 | 2,169 | |
Proceeds from bridge loans | 425 | ||
Proceeds from revolver borrowings | 30 | 75 | 73 |
Repayment of term loans under senior secured credit agreement | (24) | (1,477) | (1,667) |
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) | (413) | |
Repayment of revolver borrowings | (30) | (75) | (93) |
Repayment of capital lease obligations and other indebtedness | (36) | (32) | (20) |
Debt finance costs | (40) | (55) | |
Release of cash provided as collateral | 26 | 53 | 137 |
Cash provided as collateral | (79) | ||
Payment related to early extinguishment of debt | (46) | ||
Purchase of non-controlling interest in a subsidiary | (3) | (65) | |
Costs related to exchange of shares for payment-in-kind debt | (6) | ||
Tax withholding for equity awards (Note 1) | (1) | $ (23) | (1) |
Sale of treasury shares | 12 | ||
Treasury share purchase related to vesting of equity awards (Note 1) | (13) | ||
Dividend to shareholders | (37) | $ (9) | |
Dividend to non-controlling interest shareholders | (2) | (2) | (1) |
Payment on settlement of derivative instruments | (8) | ||
Proceeds from settlement of derivative instruments | 3 | 4 | |
Other | 2 | ||
Net cash (used in) provided by financing activities | (78) | (297) | 40 |
Effect of changes in exchange rates on cash and cash equivalents | (2) | (2) | |
Net increase (decrease) in cash and cash equivalents | 16 | (15) | 44 |
Cash and cash equivalents at beginning of year | 139 | 154 | 110 |
Cash and cash equivalents at end of year | 155 | 139 | 154 |
Supplemental disclosure of cash flow information of continuing operations | |||
Interest payments, net of capitalized interest | 146 | 294 | 273 |
Income tax payments, net of refunds | 25 | 26 | 29 |
Non-cash capital lease additions (see Note 6) | 90 | 18 | 32 |
Non-cash purchase of property and equipment (see Note 6) | $ 34 | ||
Non-cash exchange of debt for equity (see Note 10) | $ 571 | 473 | |
Exchange of senior notes due 2014 and 2016 for new senior notes due 2016 | 591 | ||
Exchange of second priority secured notes for Tranche 2 Loans | 229 | ||
Exchange of payment-in-kind debt for new senior subordinated debt | $ 25 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) - USD ($) $ in Millions | Common Shares | Additional Paid in Capital | Treasury Shares | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interest in Subsidiaries | Total |
Balance at Dec. 31, 2012 | $ 1,265 | $ (2,778) | $ (189) | $ 16 | $ (1,686) | ||
Balance (in shares) at Dec. 31, 2012 | 8,131,539 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issue of common shares in initial public offering, net of expenses | 467 | 467 | |||||
Issue of common shares in initial public offering, net of expenses (in shares) | 52,373,884 | ||||||
Tax withholding for equity awards (Note 1) | (1) | (1) | |||||
Tax withholding for equity awards (in shares) | (275,599) | ||||||
Dividend to non-controlling interest shareholders | (1) | (1) | |||||
Equity-based compensation | 5 | 1 | 6 | ||||
Equity-based compensation (in shares) | 652,222 | ||||||
Comprehensive income (loss), net of tax | (206) | 107 | 3 | (96) | |||
Balance at Dec. 31, 2013 | 1,736 | (2,984) | (82) | 19 | (1,311) | ||
Balance (in shares) at Dec. 31, 2013 | 60,882,046 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issue of common shares in initial public offering, net of expenses | 445 | 445 | |||||
Issue of common shares in initial public offering, net of expenses (in shares) | 30,000,000 | ||||||
Issue of common shares in exchange for debt | 585 | 585 | |||||
Issue of common shares in exchange for debt (in shares) | 28,841,012 | ||||||
Tax withholding for equity awards (Note 1) | (23) | (23) | |||||
Tax withholding for equity awards (in shares) | (1,390,525) | ||||||
Tax benefit from equity-based award activity | 2 | 2 | |||||
Dividend to non-controlling interest shareholders | (2) | (2) | |||||
Dividend to shareholders ($0.300 and $0.075 per share for 31 December 2015 and 2014 respectively) | (9) | (9) | |||||
Equity-based compensation | 41 | 41 | |||||
Equity-based compensation (in shares) | 3,078,827 | ||||||
Purchase of non-controlling interest in a subsidiary | (62) | (3) | (65) | ||||
Comprehensive income (loss), net of tax | 86 | (92) | 5 | (1) | |||
Balance at Dec. 31, 2014 | 2,715 | (2,898) | (174) | 19 | (338) | ||
Balance (in shares) at Dec. 31, 2014 | 121,411,360 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accounting policy for treasury shares (See Note 1) | 17 | $ (17) | |||||
Change in accounting policy for treasury shares (See Note 1) (in shares) | 1,094,239 | 1,094,239 | |||||
Balance after change in accounting policy | 2,732 | $ (17) | 2,898 | (174) | 19 | (338) | |
Balance after change in accounting policy (in shares) | 122,505,599 | 1,094,239 | |||||
Dividend to non-controlling interest shareholders | (2) | (2) | |||||
Dividend to shareholders ($0.300 and $0.075 per share for 31 December 2015 and 2014 respectively) | (37) | (37) | |||||
Equity-based compensation | 25 | 25 | |||||
Equity-based compensation (in shares) | 1,970,783 | ||||||
Purchase of non-controlling interest in a subsidiary | (3) | (3) | |||||
Non-controlling interest in business acquisitions | 13 | 13 | |||||
Treasury shares purchased in relation to vesting of equity awards | $ (13) | (13) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 837,867 | ||||||
Treasury shares issued on vesting of equity awards | $ 4 | 4 | |||||
Treasury shares issued on vesting of equity awards (in shares) | (237,198) | ||||||
Sale of treasury shares (See Note 15) | (1) | $ 13 | 12 | ||||
Sale of treasury shares (See Note 15) (in shares) | (850,000) | ||||||
Comprehensive income (loss), net of tax | 16 | (4) | 4 | 16 | |||
Balance at Dec. 31, 2015 | $ 2,716 | $ (13) | $ (2,882) | $ (178) | $ 34 | $ (323) | |
Balance (in shares) at Dec. 31, 2015 | 124,476,382 | 844,908 |
CONSOLIDATED STATEMENTS OF CHA9
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Per share dividend to shareholders | $ 0.300 | $ 0.075 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Basis of Presentation Travelport Worldwide Limited (the “Company” or “Travelport”) is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. With a presence in approximately 180 countries, 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 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Accounting for Treasury Shares On July 1, 2015, 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 in return for the employees returning an equivalent value of shares to the Company. Previously, the Company considered such shares withheld 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Consolidation Policy The Company’s financial statements include the accounts of Travelport, Travelport’s wholly-owned subsidiaries and entities controlled by Travelport, including where control is exercised by owning a majority of the entity’s outstanding common shares (eNett International (Jersey) Limited (“eNett”), IGT Solutions Private Limited, Travel-IT Beteiligungsgesellschaft GmbH and Locomote Holdings Pty Limited (“Locomote”)). The Company has eliminated intercompany transactions and balances in its financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates. The Company’s accounting policies, which include significant estimates and assumptions, including the estimation of the collectability of accounts receivable, including amounts due from airlines that are in bankruptcy or which have faced financial difficulties, amounts for future cancellations of airline bookings processed through the Travel Commerce Platform, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of goodwill and intangible assets, discount rates and rates of return affecting the calculation of the assets and liabilities associated with the employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities. Revenue Recognition The Company provides global transaction processing and computer reservation services and provides travel marketing information to airline, car rental and hotel clients as described below. Travel Commerce Platform Revenue Travel Commerce Platform revenue primarily utilizes a transaction volume model to recognize revenue. The Company charges a fee per segment booked. The Company also receives a fee for cancellations of bookings previously made on the Company’s system and where tickets were issued by the Company that were originally booked on an alternative system. Revenue for air travel reservations is recognized at the time of the booking of the reservation when it is contractually billed, net of estimated cancellations and anticipated incentives for customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations; and such cancellations have not been significant, historically. The Company’s beyond air revenue, including hotel and car reservations, is recognized upon fulfillment of the reservation. Given hotel and car reservations can be cancelled at any time without penalty, revenue is recognized upon the fulfillment of the reservation when it is contractually billed and collectability of the revenue is reasonably assured. The Company’s payment processing revenue is earned as a percentage of total transaction value in the form of interchange fees payable by banks. Revenue is recognized when the payment is processed. The Company collects annual subscription fees from travel agencies, internet sites and other subscribers to access the applications on its Travel Commerce Platform, including providing the ability to access schedule and fare information, book reservations and issue tickets. These fees are recognized when the services are performed. Technology Services Revenue The Company collects fees, generally on a monthly basis under long-term contracts, for providing hosting solutions and other services to airlines such as pricing, shopping, ticketing, ground handling and other solutions. Such revenue is recognized as the services are performed. Cost of Revenue Cost of revenue consists of direct costs incurred to generate the Company’s revenue, including commissions paid to travel agencies and third-party national distribution companies (“NDCs”), amortization of customer loyalty payments, incentives paid to travel agencies who subscribe to the Company’s Travel Commerce Platform and costs for call center operations, data processing and related technology costs. Cost of revenue excludes depreciation and amortization of acquired intangible assets comprising of customer relationships. Commission payments represent consideration to travel agencies and NDCs for reservations made on the Company’s Travel Commerce Platform. Commissions are provided in two ways depending on the terms of the contract: (i) variable per segment on a periodic basis over the term of the contract and (ii) upfront at the inception or modification of contracts. Variable commissions are accrued in a period based on the estimated number of segments to be booked by the travel agent. For upfront commissions, the Company establishes liabilities for these loyalty payments at the inception of the contract and capitalizes the customer loyalty payments as intangible assets. The amortization of the customer loyalty payments is then recognized as a component of revenue or cost of revenue over the life of the contract on a straight line basis (unless another method is more appropriate), as the Company expects the benefit of those assets, which are the air segments booked on its Travel Commerce Platform, to be realized evenly over the life of the contract. In markets not supported by the Company’s sales and marketing organizations, the Company utilizes an NDC structure, where feasible, in order to take advantage of the NDC’s local industry knowledge. The NDC is responsible for cultivating the relationship with travel agencies in its territory, installing travel agents’ computer equipment, maintaining the hardware and software supplied to the travel agencies and providing ongoing customer support. The NDC earns a share of the booking fees generated in the NDC’s territory. Cost of revenue also includes incentive payments to travel agencies for using the Company’s payment solutions. These commission costs are recognized in the same accounting period as the revenue generated from the related activities. The direct technology costs related to revenue production, consisting of the development and maintenance costs for the mainframes, servers and software that is the shared infrastructure used to run the Company’s Travel Commerce Platform and Technology Services consist of service contracts with technology service providers, including on-site around-the-clock support for computer equipment and the cost of software licenses used to run the Company’s Travel Commerce Platform and its data center, other operating costs associated with running the Company’s Travel Commerce Platform, including facility and related running costs of the Company’s data center, technology costs related to maintaining the networks between the Company and its travel providers and its hosting solutions; salaries and benefits paid to employees for the development, delivery and implementation of software, the maintenance of mainframes, servers and software used in the Company’s data center and customer support, including call center operations. Direct technology costs are recognized as expenses in the period when the liability is incurred. Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing such as, television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the consolidated statements of operations, was approximately $20 million, $16 million and $17 million for the years ended December 31, 2015, 2014 and 2013, respectively. Income Taxes The provision for income taxes for annual periods is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the temporary differences between the financial statement carrying amounts and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on the ability to generate taxable income. A change in the Company’s estimate of future taxable income may require an addition or reduction to the valuation allowance. The benefit from an uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained upon audit by the relevant authority. For positions that are more than 50% likely to be sustained, the benefit is recognized at the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Where a net operating loss carried forward, a similar tax loss or a tax credit carry forward exists, an unrecognized tax benefit is presented as a reduction to a deferred tax asset. Otherwise, the Company classifies its obligations for uncertain tax positions as other non-current liabilities unless expected to be paid within one year. Liabilities expected to be paid within one year are included in the accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities, and other non-current liabilities accounts. The Company recognizes interest and penalties accrued related to unrecognized tax positions as part of the provision for income taxes. Cash and Cash Equivalents The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s trade receivables are reported in the consolidated balance sheets net of an allowance for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company, or other known customer liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. For all other customers, the Company recognizes a reserve for estimated bad debts. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Accordingly, the length of time to collect does not necessarily indicate an increased credit risk. In all instances, local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Bad debt expense is recorded in selling, general and administrative expenses on the consolidated statements of operations and amounted to $2 million, $3 million and $4 million for the years ended December 31, 2015, 2014 and 2013, respectively. Derivative Instruments The Company uses derivative instruments as part of its overall strategy to manage exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. All derivatives are recorded at fair value either as assets or liabilities. As a matter of policy, the Company does not use derivatives for trading or speculative purposes and does not offset derivative assets and liabilities. As of December 31, 2015, the Company did not designate any derivative contract as accounting hedges, although during 2014 and 2013, the Company had designated its interest rate cap derivative contracts as cash flow hedges. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings in the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are recognized in earnings in the same period during which the hedged cash flow affects earnings, or are recognized earlier where the cash flow hedges are determined to be ineffective, or where the derivative contracts are terminated prior to maturity and the cash outflows hedged are not considered as probable of occurring. Changes in the fair value of derivatives not designated as hedging instruments are recognized directly in earnings in the consolidated statements of operations. Fair Value Measurement The financial assets and liabilities on the Company’s consolidated balance sheets that are required to be recorded at fair value on a recurring basis are assets and liabilities related to derivative instruments and available-for-sale securities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1— Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3— Valuations based on inputs that are unobservable and significant to overall fair value measurement. The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These amounts include fair value adjustments related to the Company’s own credit risk and counterparty credit risk. When such adjustments constitute more than 15% of the unadjusted fair value of derivative instruments for two successive quarters, the entire instrument is classified within Level 3 of the fair value hierarchy. The Company determines the fair value of its available-for-sale securities based on the quoted market price of the security as of the reporting date. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on the consolidated balance sheets. Property and Equipment Property and equipment (including leasehold improvements) are recorded at historical cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization expense on the consolidated statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives of various property and equipment are as follows: Capitalized software 3 to 10 years Computer equipment 3 to 7 years Buildings up to 30 years Leasehold improvements up to 20 years Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed for internal use on a straight-line basis when such software is substantially ready for use. For the years ended December 31, 2015, 2014 and 2013, the Company amortized software costs developed for internal use of $99 million, $87 million and $65 million, respectively, as a component of depreciation and amortization expense on the consolidated statements of operations. Travelport policy is to capitalize interest cost as a component of historical cost where an asset is being constructed for Travelport’s own use. The amount of interest on capital projects capitalized was $3 million, $8 million and $6 million for the years ended December 31, 2015, 2014 and 2013, respectively. Goodwill and Other Intangible Assets The Company’s intangible assets with indefinite-lives comprise of Goodwill, Trademarks and Tradenames. These indefinite-lived intangible assets are not amortized, but rather are tested for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company’s amortizable intangible assets comprise of (i) acquired intangible assets, consisting of customer and vendor relationships and (ii) customer loyalty payments. The Company generally amortizes these intangible assets on a straight-line basis (unless another method is more appropriate) over their estimated useful lives of: Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) Impairment of Long-Lived Assets The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company may qualitatively assess impairment factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and if, as a result of qualitative assessment or if the Company determines quantitatively that the fair value of the reporting unit (determined utilizing estimated future discounted cash flows and assumptions that it believes marketplace participants would utilize) is less than its carrying value, the Company proceeds to assess impairment of goodwill. The level of impairment is assessed by allocating the total estimated fair value of the reporting unit to the fair value of the individual assets and liabilities of that reporting unit, as if that reporting unit is being acquired in a business combination. The remaining value represents the implied fair value of the goodwill, which if lower than its carrying value results in an impairment of goodwill to the extent the carrying value of goodwill exceeds its implied fair value. Other indefinite-lived assets are tested for impairment by estimating their fair value utilizing estimated future discounted cash flows attributable to those assets and are written down to the estimated fair value where necessary. The Company uses comparative market multiples, if available and other factors to corroborate the discounted cash flow results. The Company performs its annual impairment testing for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year subsequent to substantially completing its annual forecasting process or more frequently if circumstances indicate impairment may have occurred. The Company performed its annual impairment test during the fourth quarter of 2015 and did not identify any impairment. The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of accumulated foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments designated as cash flow hedges, unrealized actuarial gains and losses on defined benefit plans, share of unrealized gains and losses of accumulated other comprehensive income (loss) of equity method investments and unrealized gain and losses related to available-for-sale securities. Foreign Currency On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at period end exchange rates and their results of operations are translated into U.S. dollars at the average exchange rates for the period. The gains and losses resulting from translating these financial statements into U.S. dollars, are included in accumulated other comprehensive income (loss) on the consolidated balance sheets and are included in net income (loss) only upon sale or liquidation of the underlying non-U.S. dollar function currency entity. Transactions in currencies other than functional currency of an entity are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rate of exchange prevailing at the balance sheet date. Gains and losses resulting from such transactions and translations are included in earnings as a component of selling, general and administrative expense, in the consolidated statements of operations, except where the balances in non-U.S. dollar functional currency represent certain intercompany loans determined to be of long-term investment in nature, in which case, the translation gains and losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component in the consolidated statements of cash flows. Equity-Based Compensation The Company has equity-based compensation plans that provide for grants of restricted stock units and stock options to employees and non-employee directors of the Company who perform services for the Company. The Company expenses all equity-based compensation on a straight-line basis over the requisite service period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The awards under equity-based compensation plans are classified as equity and included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets. TDS Investor (Cayman) L.P., the partnership which, prior to the Company’s comprehensive refinancing in April 2013, indirectly owned a majority shareholding in the Company (the “Partnership”), provided for equity-based, long-term incentive programs for the purpose of retaining certain key employees of the Company. Under several plans within these programs, key employees were granted restricted equity units and/or partnership interests in the Partnership. The Company has recognized the expense related to these awards in its consolidated statements of operations. Net Income Per Common Share Basic net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options and unvested restricted share units outstanding during the period, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect would be antidilutive. Pension and Other Post-Retirement Benefits The Company sponsors a defined contribution savings plan, under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan are recognized, as a component of selling, general and administrative expense, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company also maintains other post-retirement health and welfare benefit plans for certain eligible employees. The Company recognizes the funded status of its pension and other post-retirement defined benefit plans within other non-current assets, accrued expenses and other current liabilities, and other non-current liabilities on its consolidated balance sheets. The measurement date used to determine benefit obligations and the fair value of assets for all plans is December 31 of each year. Pension and other post-retirement defined benefit costs are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions including expected rates of return on plan assets, discount rates, employee turnover, healthcare costs and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different to expected return and from changes in the projected benefit obligation and are deferred within accumulated other comprehensive income (loss), net of tax. Recently Issued Accounting Pronouncements Financial Instruments In January 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance which amends the current guidance on the classification and measurement of financial instruments. It 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 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 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 consolidated balance sheet presentation of deferred tax assets and liabilities. Business Combinations In September 2015, 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 if the accounting for the business combination had been completed as 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. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, and must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been previously issued. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. 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 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 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 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 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 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 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 guidance are applicable to the Company for interim and annual reporting periods beginning after December 15, 201 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. Income Taxes The provision for income taxes consisted of: (in $ millions) Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Current U.S. Federal $ — $ (1 ) $ — U.S. State — — 2 Non-U.S. (24 ) (29 ) (21 ) (24 ) (30 ) (19 ) Deferred U.S. Federal (3 ) (10 ) 3 Non-U.S. 1 4 (2 ) (2 ) (6 ) 1 Non-current Liabilities for uncertain tax positions (1 ) (3 ) (2 ) Provision for income taxes $ (27 ) $ (39 ) $ (20 ) Income (loss) from continuing operations before income taxes and share of (losses) earnings in equity method investments for U.S. and non-U.S. operations consisted of: (in $ millions) Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 U.S. $ (27 ) $ 22 $ 14 Non-U.S. 75 109 (211 ) Income (loss) from continuing operations before income taxes and share of (losses) earnings in equity method investments $ 48 $ 131 $ (197 ) Deferred income tax assets and liabilities were comprised of: (in $ millions) December 31, 2015 December 31, 2014 Deferred tax assets: NOL and tax credit carry forwards $ 376 $ 400 Pension liability 48 51 Accrued liabilities and deferred income 27 22 Equity-based compensation 3 7 Allowance for doubtful accounts 1 2 Other assets 2 4 Less: Valuation allowance (383 ) (421 ) Total deferred tax assets 74 65 Netted against deferred tax liabilities (59 ) (51 ) Deferred tax assets recognized on the balance sheet 15 14 Deferred tax liabilities: Accumulated depreciation and amortization (100 ) (90 ) Other (19 ) (15 ) Total deferred tax liabilities (119 ) (105 ) Netted against deferred tax assets 59 51 Deferred tax liabilities recognized on the balance sheet (60 ) (54 ) Net deferred tax liability $ (45 ) $ (40 ) The Company believes that it is more likely than not that the benefit from certain U.S. federal, U.S. State and non-U.S. net operating losses (“NOL”) carry forwards and other deferred tax assets will not be realized. Consequently, a valuation allowance of $383 million has been recorded against such deferred tax assets as of December 31, 2015. The Company continues to regularly assess the realizability of all deferred tax assets. Changes in historical earnings performance and future earnings projections, among other factors, may cause the Company to adjust its valuation allowance on deferred tax assets, which would impact its income tax expense in the period the Company determines that these factors have changed. As of December 31, 2015, the Company had federal NOL carry forwards of approximately $336 million, which expire between 2032 and 2035, and state NOL carry forwards which expire between 2016 and 2035. The Company had other non-U.S. NOL carry forwards of $827 million that expire between three years and indefinitely. The deferred tax asset in respect of these U.S. and non-U.S. NOL carry forwards and U.S. tax credits is $376 million. Moreover, the ability of the Company to utilize its U.S. NOL carry-forwards to reduce future taxable income is subject to various limitations under the Internal Revenue Code Section 382 (“Section 382”). The utilization of such carry-forwards may be limited upon the occurrence of certain ownership changes, including the purchase or sale of shares by 5% shareholders and the offering of shares by the Company during any three-year period resulting in an aggregate change of more than 50% in the beneficial ownership of the Company. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of a Company’s taxable income that can be offset by these carry-forwards. As a result of equity transactions that took place in 2013, 2014 and 2015 (see Note 15—Equity), the Company determined that ownership changes have occurred under Section 382 and, therefore, the ability to utilize its pre-ownership change NOL carry forwards is subject to an annual Section 382 limitation. As of December 31, 2015, the Company does not anticipate this limitation will restrict or reduce the utilization of U.S. NOL carry forwards; however, the Company continues to evaluate the potential impact of the Section 382 limitation. As a result of certain realization requirements of accounting for equity-based compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2015 that arose directly from tax deductions related to equity-based compensation in excess of compensation recognized for financial reporting. Equity will be increased by $10 million if such deferred tax assets are ultimately realized. The Company uses ordering as prescribed under U.S. GAAP for purposes of determining when excess tax benefits have been realized. Income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such taxable temporary differences totaled $42 million as of December 31, 2015 and the amount of any unrecognized deferred income tax liability on this temporary difference is $3 million. The Company’s provision for income taxes differs from its tax (provision) benefit at the U.S. Federal statutory rate of 35% as follows: (in $ millions) Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Tax (provision) benefit at U.S. federal statutory rate of 35% $ (17 ) $ (46 ) $ 69 Taxes on non-U.S. operations at alternative rates 63 66 (17 ) Liability for uncertain tax positions (1 ) (3 ) (2 ) Change in valuation allowance (59 ) (138 ) (66 ) Non-taxable income 2 104 — Non-deductible expenses (16 ) (19 ) (7 ) Adjustment in respect of prior years — 1 3 Other 1 (4 ) — Provision for income taxes $ (27 ) $ (39 ) $ (20 ) The Company is subject to income taxes in the U.S. and numerous non-U.S. jurisdictions. The Company’s provision for income taxes is likely to vary materially both from the benefit (provision) at the U.S. Federal statutory tax rate and from year to year. While within a period there may be discrete items that impact the Company’s provision for income taxes, the following items consistently have an impact: (i) the Company is subject to income tax in numerous non-U.S. jurisdictions with varying tax rates, (ii) the Company’s earnings outside of the U.S. are taxed at an effective rate that is lower than the U.S. Federal rate and at a relatively consistent level of charge, (iii) the location of the Company’s debt in countries with no or low rates of federal tax results in limited tax benefit for interest and (iv) a valuation allowance is established against the deferred tax assets relating to the Company’s losses to the extent they are unlikely to be realized. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and tax positions where the ultimate tax determination is uncertain. Although the Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities (or reduction of tax assets) representing estimated economic loss upon ultimate settlement for certain positions. The Company believes tax provisions are adequate for all open years, based on assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities. With limited exceptions, the Company is no longer subject to U.S. Federal, State and Local, or non-U.S. income tax examinations by tax authorities for tax years before 2006. The Company has undertaken an analysis of material tax positions in its tax accruals for all open years and has identified all outstanding tax positions. The Company expects up to $1 million increase in unrecognized tax benefits within the next twelve months for the uncertain tax positions relating to certain interest exposures. The Company does not expect a significant reduction in the total amount of unrecognized tax benefits within the next twelve months as a result of payments. The total amount of unrecognized tax benefits (including interest and penalties thereon) that, if recognized, would affect the effective tax rate is $92 million, $26 million and $24 million as of December 31, 2015, 2014 and 2013, respectively. The Company is subject to certain indemnification arrangements related to unrecognized tax benefits. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (in $ millions) December 31, 2015 December 31, 2014 December 31, 2013 Unrecognized tax benefit − opening balance $ 26 $ 24 $ 23 Gross increases − tax positions in prior periods 57 2 8 Gross decreases − tax positions in prior periods (1 ) — (5 ) Gross increases − tax positions in current period 16 1 1 Decrease related to lapsing of statute of limitations — (1 ) (2 ) Settlements — — (1 ) Decrease due to currency translation adjustments (2 ) — — Unrecognized tax benefit − ending balance $ 96 $ 26 $ 24 The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. In 2015, 2014 and 2013, the Company accrued approximately $1 million, $1 million and $2 million, respectively, for interest and penalties. The total interest and penalties included in the ending balance of unrecognized tax benefits above was $8 million and $7 million as of December 31, 2015 and 2014, respectively. Included in the ending balance of unrecognized tax benefits was $1 million and $1 million as of December 31, 2015 and 2014, respectively, which is expected to be realized in the next twelve months due to lapsing of statute of limitations. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions 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. On October 1, 2015, the Company completed cash acquisition of TraviAustria GmbH, which operates as one of the largest tour operator booking platforms in Central Europe. Further, on October 8, 2015, the Company increased its shareholding in Locomote from 49% to a majority ownership stake of 55%. During the year ended December 31, 2015, the Company also completed the allocation of the purchase consideration to acquired identifiable assets and liabilities in respect of an acquisition made in December 2014. The Company considers all of the above acquisitions as individually immaterial. The aggregate purchase price consideration for these acquisitions was approximately $90 million which includes cash consideration of $76 million and existing equity interest of $14 million. These business combinations were accounted for as purchases of businesses under the acquisition method. The fair value of purchase consideration has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill of $77 million represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid a premium in these transactions for a number of reasons, but, primarily it was attributable to expected operational synergies and the future development initiatives of the assembled workforces. The results of each of these acquired businesses have been included in the consolidated financial statements beginning on the respective acquisition dates. In conjunction with acquisition of a consolidating interest in Locomote, the Company remeasured its previously held equity interest to fair value at the acquisition date. The gain recognized on this step-up acquisition was less than $1 million. Prior to the acquisition, the Company accounted for its ownership interest in Locomote as an equity method investment. The fair value for the previously held equity interest was determined based on the fair value of the Company’s pre-existing interest in the acquiree, as adjusted for a control premium derived from synergies gained as a result of the Company obtaining control of the acquiree. The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The following table presents the components and allocation of the purchase price: (in $ millions) Amount Cash and cash equivalents $ 10 Capitalized software (See Note 6) 21 Goodwill (See Note 7) (1) 77 Other current assets 7 Other non-current assets 1 Other current liabilities (10 ) Other non-current liabilities (3 ) Non-controlling interest (13 ) Total $ 90 (1) $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of: (in $ millions) December 31, 2015 December 31, 2014 Sales and use tax receivables $ 27 $ 28 Prepaid incentives 26 13 Prepaid expenses 26 20 Restricted cash 12 9 Available-for-sale securities — 6 Other 8 8 $ 99 $ 84 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. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, consisted of: December 31, 2015 December 31, 2014 (in $ millions) Cost Accumulated depreciation Net Cost Accumulated depreciation Net Capitalized software $ 871 $ (635 ) $ 236 $ 772 $ (554 ) $ 218 Computer equipment 304 (168 ) 136 297 (175 ) 122 Building and leasehold improvements 24 (9 ) 15 24 (9 ) 15 Construction in progress 73 — 73 59 — 59 $ 1,272 $ (812 ) $ 460 $ 1,152 $ (738 ) $ 414 As of December 31, 2015 and 2014, the Company had capital lease assets of $174 million and $152 million, respectively, with accumulated depreciation of $69 million and $63 million, respectively, included within computer equipment. During the years ended December 31, 2015 and 2014, the Company invested $156 million and $130 million, respectively, in property and equipment, including capital lease additions. During the year ended December 31, 2015, the Company terminated certain of its capital lease arrangements retiring $40 million of assets and acquiring $90 million of similar assets under capital leases. In 2015, the Company also purchased $34 million of software in a non-cash transaction, partially financing it through a third-party. Capitalized software includes $21 million of gross additions during the year ended December 31, 2015 resulting from acquisition of businesses during 2015 (See Note 4—Business Acquisitions). Additions in the year ended December 31, 2015 include upgrades to equipment as part of investment in the Company’s Travel Commerce Platform information technology infrastructure. The Company recorded depreciation expense (including depreciation on assets under capital leases) of $162 million, $156 million and $126 million during the years ended December 31, 2015, 2014 and 2013, respectively. The amount of interest on capital projects capitalized was $3 million, $8 million and $6 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2015 and December 31, 2015 are as follows: (in $ millions) January 1, 2015 Additions Retirements Foreign Exchange December 31, 2015 Non-Amortizable Assets: Goodwill $ 997 $ 72 $ — $ (2 ) $ 1,067 Trademarks and tradenames 314 — — — 314 Other Intangible Assets: Acquired intangible assets 1,129 — (3 ) 1 1,127 Accumulated amortization (687 ) (72 ) 3 — (756 ) Acquired intangible assets, net 442 (72 ) — 1 371 Customer loyalty payments 334 75 (98 ) (11 ) 300 Accumulated amortization (157 ) (67 ) 83 5 (136 ) Customer loyalty payments, net 177 8 (15 ) (6 ) 164 Other intangible assets, net $ 619 $ (64 ) $ (15 ) $ (5 ) $ 535 The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2014 and December 31, 2014 are as follows: (in $ millions) January 1, 2014 Additions Retirements Foreign Exchange December 31, 2014 Non-Amortizable Assets: Goodwill $ 986 13 — (2 ) 997 Trademarks and tradenames 314 — — — 314 Other Intangible Assets: Acquired intangible assets 1,129 — — — 1,129 Accumulated amortization (610 ) (77 ) — — (687 ) Acquired intangible assets, net 519 (77 ) — — 442 Customer loyalty payments 306 105 (77 ) — 334 Accumulated amortization (154 ) (76 ) 77 (4 ) (157 ) Customer loyalty payments, net 152 29 — (4 ) 177 Other intangible assets, net $ 671 (48 ) — (4 ) 619 During the year ended December 31, 2015, the Company completed three business acquisitions, including acquiring a controlling interest in an equity method investee. The Company also completed the purchase price allocation of a business acquired in 2014 (See Note 4—Business Acquisitions). These transactions resulted in additions to goodwill of $72 million during the year ended December 31, 2015. The Company paid cash of $75 million and $93 million for customer loyalty payments during the years ended December 31, 2015 and 2014, respectively. Further, as of December 31, 2015 and 2014, the Company had balances payable of $42 million and $52 million, respectively, for customer loyalty payments (see Note 9—Accrued Expenses and Other Current Liabilities). Amortization expense for acquired intangible assets was $72 million, $77 million and $80 million for the years ended December 31, 2015, 2014 and 2013, respectively, and is included as a component of depreciation and amortization on the Company’s consolidated statements of operations. Amortization expense for customer loyalty payments was $67 million, $76 million and $63 million for the years ended December 31, 2015, 2014 and 2013, respectively, and is included within cost of revenue or revenue in the Company’s consolidated statements of operations. The Company expects amortization expense relating to acquired intangible assets and customer loyalty payments balances as of December 31, 2015 to be: Year Ending December 31, (in $ millions) Acquired Intangible Assets Customer Loyalty Payments 2016 46 57 2017 42 44 2018 41 30 2019 41 13 2020 41 7 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | 8. Other Non-Current Assets Other non-current assets consisted of: (in $ millions) December 31, 2015 December 31, 2014 Deferred financing costs (see Note 10) $ 31 $ 37 Supplier prepayments 15 24 Prepaid incentives 9 8 Derivative assets 9 — Pension assets 5 3 Other 9 29 $ 78 $ 101 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of: (in $ millions) December 31, 2015 December 31, 2014 Accrued commissions and incentives $ 241 $ 260 Accrued payroll and related 78 59 Deferred revenue 36 27 Accrued interest expense 19 18 Income tax payable 16 16 Customer prepayments 12 9 Derivative contracts 10 16 Pension and post-retirement benefit liabilities 1 2 Other 18 19 $ 431 $ 426 Included in accrued commissions and incentives are $42 million and $52 million of accrued customer loyalty payments as of December 31, 2015 and 2014, respectively. Included in accrued payroll and related are $48 million and $35 million of accrued employee bonuses as of December 31, 2015 and 2014, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of: (in $ millions) Interest rate Maturity December 31, 2015 December 31, 2014 Senior Secured Credit Agreement Term loans Dollar denominated (1) L+4.75% September 2021 $ 2,327 $ 2,347 Revolver borrowings Dollar denominated L+5.00% September 2019 — — Capital leases and other indebtedness 134 93 Total debt 2,461 2,440 Less: current portion 74 56 Long-term debt $ 2,387 $ 2,384 (1) Minimum LIBOR floor of 1.00% 2015 During the year ended December 31, 2015, the Company (i) repaid $24 million of its quarterly installments of term loans as required under the senior secured credit agreement, (ii) amortized $6 million of debt finance costs and $4 million of debt discount, (iii) repaid $34 million and terminated $40 million of its capital leases and entered into $90 million of new capital leases for information technology assets and (iv) incurred $27 million of other indebtedness of which $2 million was repaid. 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, reducing the margin on LIBOR from 5.00% to 4.75%. The interest rate applicable to the term loans is currently based on, at the Company’s election, (i) LIBOR plus 4.75% or (ii) base rate (as defined in the 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. 2014 Debt-for-Equity Exchanges: During the year ended December 31, 2014, the Company effectuated several debt-for-equity exchange transactions, pursuant to which the Company exchanged $571 million of its indebtedness, comprising (i) $154 million of dollar denominated senior subordinated notes, (ii) $159 million (€117 million) of euro denominated senior subordinated notes, (iii) $84 million of dollar denominated fixed rate senior notes, (iv) $83 million of dollar denominated floating rate senior notes, (v) $70 million of dollar denominated term loans under senior secured credit agreement and (vi) $21 million of dollar denominated Tranche 1 term loans under second lien credit agreement, for 29 million of its common shares. The Company recorded these transactions as extinguishments of debt and recognized a loss of $28 million in its consolidated statements of operations for the year ended December 31, 2014. Debt Repayment from Proceeds of Sale of Shares of Orbitz Worldwide: In July 2014, the Company repaid $312 million of term loans outstanding under its senior secured credit agreement from the proceeds received from the sale of shares of common stock of Orbitz Worldwide and recorded a loss of $5 million for early extinguishment of debt in its consolidated statements of operations for the year ended December 31, 2014. Debt Refinancing: In September 2014, the Company consummated a refinancing of its remaining debt. As a result of this refinancing, the Company entered into: (i) a new senior secured credit agreement comprised of (a) a single tranche of first lien term loans in an aggregate principal amount of $2,375 million maturing in September 2021, issued at a discount of 1.25% and which require quarterly installments payable of 0.25% of the principal amount commencing February 2015, and (b) a revolving credit facility of $100 million (which may be increased in accordance with certain incremental facility provisions set forth therein) maturing in September 2019; and (ii) a senior unsecured bridge loan agreement in an aggregate principal amount of $425 million which was subsequently repaid with proceeds from the IPO. The Company used the net proceeds from these borrowings to repay the balance remaining under the term loans under the old senior secured credit agreement and second lien credit agreement, senior notes and senior subordinated notes. The Company recorded the debt refinancing transaction as the issuance of new debt and extinguishment of old debt and recognized a loss of $75 million in its consolidated statements of operations for the year ended December 31, 2014. The interest rate per annum applicable to the bridge loan was LIBOR plus 5.75%, with a LIBOR floor of 1.00%. During the year ended December 31, 2014, the Company (i) repaid $8 million as its quarterly repayment of term loans and (ii) capitalized $13 million related to payment-in-kind interest into the senior notes and second lien Tranche 2 dollar denominated term loans. Foreign exchange fluctuations resulted in a $3 million decrease in the principal amount of euro denominated loans during the year ended December 31, 2014. Revolving Credit Facility and Letters of Credit Facility Effective upon the completion of the debt refinancing on September 2, 2014, the Company’s $120 million revolving credit facility and $137 million cash collateralized letters of credit facility under the old senior secured credit agreement were terminated. Under the new 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 year ended December 31, 2015, the Company borrowed and repaid $30 million under this facility. As of December 31, 2015, 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 December 31, 2015, there were no outstanding cash collateralized letters of credit. During the year ended December 31, 2014, the Company borrowed $75 million and repaid $75 million, all under its old revolving credit facility. Capital Leases and Other Indebtedness During 2015, the Company repaid $34 million under its capital lease obligations, terminated $40 million of capital leases and entered into $90 million of new capital leases for information technology assets. During 2014, the Company repaid $32 million under its capital lease obligations and entered into $18 million of new capital leases for information technology assets. Other Indebtedness relates to purchase of a software in a non-cash transaction, which was financed, in part, through a third-party. The total amount of this unsecured indebtedness was $27 million, $2 million of which repaid during the year. Debt Maturities Aggregate maturities of debt as of December 31, 2015 are as follows: (in $ millions) Year Ending December 31, 2016 $ 74 2017 60 2018 53 2019 41 2020 26 Thereafter (1) 2,207 $ 2,461 (1) Includes $24 million of unamortized debt discount on term loans as of December 31, 2015. Debt Finance Costs Debt finance costs are capitalized within other non-current assets on the consolidated balance sheets and amortized over the term of the related debt into earnings as part of interest expense in the consolidated statements of operations. The movement in deferred finance costs is summarized below: Year Ended 2015 Year Ended 2014 Year Ended 2013 Balance as of January 1 $ 37 $ 40 $ 73 Capitalization of debt finance costs — 40 29 Amortization (6 ) (10 ) (21 ) Write-off on early extinguishment of debt — (33 ) (41 ) Balance as of December 31 $ 31 $ 37 $ 40 During the year ended December 31, 2015, the Company amortized $6 million of debt finance costs. During the year ended December 31, 2014, the Company amortized $10 million of debt finance costs and incurred $46 million primarily consisting of advisory fees and early repayment fees, which were recorded directly in the Company’s consolidated statements of operations in connection with the refinancing in the third quarter of 2014. During the year ended December 31, 2013, the Company amortized $21 million of debt finance costs and incurred $5 million of early repayment penalty on term loans under its 2012 secured credit agreement, which were recorded directly in the Company’s consolidated statements of operations in connection with the refinancing in the second quarter of 2013. Debt Covenants and Guarantees The Company’s senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company’s subsidiaries to incur additional indebtedness or issue preferred stock; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans or advances; repay subordinated indebtedness; make certain acquisitions; engage in certain transactions with affiliates; change the Company’s lines of business; and change the status of the Company as a passive holding company. In addition, under the senior secured credit agreement, the Company is required to operate within a maximum consolidated first lien net leverage ratio. The senior secured credit agreement also contains certain customary affirmative covenants and events of default. As of December 31, 2015, the Company was in compliance with all restrictive and financial covenants related to its long-term debt. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 11. Financial Instruments The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency exchange rates and interest rates. The Company does not use derivatives for trading or speculative purposes. As of December 31, 2015, the Company had a net liability position of $2 million related to derivative instruments associated with its foreign currency denominated receivables and payables and forecasted earnings of its foreign subsidiaries, and floating rate debt. Foreign Currency Risk During 2015 and in previous years, the Company used foreign currency derivative contracts, including forward contracts and currency options, to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables, forecasted earnings of its foreign subsidiaries (primarily to manage its foreign currency exposure to British pound, Euro and Australian dollar) and until September 2014, its euro denominated debt. The Company did not designate these foreign currency derivative contracts as accounting hedges. Fluctuations in the value of these foreign currency derivative contracts were recorded within the Company’s consolidated statements of operations, which partially offset the impact of the changes in the value of the foreign currency denominated receivables and payables, forecasted earnings they were intended to economically hedge and, until September 2014, the value of euro denominated debt. Interest Rate Risk The primary interest rate exposure as of December 31, 2015 was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on dollar denominated variable rate borrowings. However, during 2014 and in previous years, the Company was also exposed to interest rate exposure due to the impact of LIBOR interest rates on its euro denominated variable rate debt. In October 2015, the Company entered into interest rate swaps on a portion of its outstanding term loans for the period from February 2017 through February 2019. Further, during 2013, the Company used interest rate swap derivative contracts to economically hedge the exposure to fluctuations in the interest rate risk by creating an appropriate mix of fixed and floating interest streams. These derivative instruments are not designated as accounting hedges and changes in the fair value of these derivatives are recorded in consolidated statements of operations when they occurred. In August 2013, the Company’s interest rate swap derivative contracts expired and it entered into interest rate cap derivative contracts to cap the maximum LIBOR rate to which the Company was exposed then at 1.5%. The purpose of these contracts was to hedge the risk of an increase in interest costs on the Company’s floating rate debt due to an increase in LIBOR rates above 1.5%. The Company had designated these interest rate cap derivative contracts as accounting cash flow hedges and recorded the effective portion of changes in fair value of these derivative contracts as a component of other comprehensive income (loss) with the ineffective portion recognized in earnings in the consolidated statements of operations. In June 2014, the Company ceased hedge accounting for its interest rate cap derivative instruments. With the exchange of its common shares for the Company’s term loans in July 2014, which reduced the principal amount of debt being hedged to under 100% of the notional amount of interest rate cap contracts and the Company’s refinancing of its capital structure in September 2014, the Company determined that the hedge effectiveness could no longer be achieved. Further, the underlying future interest cash outflows hedged were considered as not probable of occurring, resulting in the Company reclassifying losses of $8 million accumulated within other comprehensive income (loss) and recognizing the loss within its consolidated statements of operations. In August 2014, the Company terminated the interest rate cap derivative contracts and realized $3 million. Credit Risk and Exposure The Company is exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. As of December 31, 2015, there were no significant concentrations of counterparty credit risk with any individual counterparty or group of counterparties for derivative contracts. Fair Value Disclosures for Derivative Instruments As of December 31, 2015, the Company’s financial assets and liabilities recorded at fair value consist of derivative instruments although for December 31, 2014, available-for-sale securities were also recorded at fair value. These amounts have been categorized based upon a fair value hierarchy and while fair value of derivative instruments were categorized as Level 2—Significant Other Observable Inputs as of December 31, 2015 and 2014, the fair value of available-for-sale securities were categorized as Level 1—Quoted Prices in Active Markets as of December 31, 2014. See Note 2—Summary of Significant Accounting Policies, for a discussion of the Company’s policies regarding this hierarchy. The fair value of foreign currency forward contracts is determined by comparing the contract rate to a published forward price of the underlying currency, which is based on market rates for comparable transactions. The fair value of interest rate swap derivative instruments is determined using pricing models based on discounted cash flows that use inputs from actively quoted markets for similar instruments. The fair value of interest rate caps is based on valuations provided by financial institutions which is reviewed by the Company based on market observable data. These fair values are then adjusted for the Company’s own credit risk or counterparty credit risk, as appropriate. This adjustment is calculated based on the default probability of the banking counterparty or the Company and is obtained from active credit default swap markets. The Company reviews the fair value hierarchy classification for financial assets and liabilities at the end of each quarter. Changes in significant unobservable valuation inputs may trigger reclassification of financial assets and liabilities between fair value hierarchy levels. As of December 31, 2015, credit risk fair value adjustments constituted less than 15% of the unadjusted fair value of derivative instruments. In instances where Credit Valuation Adjustment (“CVA”) comprises 15% or more of the unadjusted fair value of the derivative instrument for two consecutive quarters the Company’s policy is to categorize the derivative as Level 3 of the fair value hierarchy. As the CVA applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. Transfers into and out of Level 3 of the fair value hierarchy are recognized at the end of each quarter when such categorization takes place. Presented below is a summary of the gross fair value of the Company’s derivative contracts, which have not been designated as hedging instruments, recorded on the consolidated balance sheets at fair value. Fair Value Asset Fair Value (Liability) (in $ millions) Balance Sheet Location December 31, 2015 December 31, 2014 Balance Sheet Location December 31, 2015 December 31, 2014 Interest rate swaps Other $ 9 $ — Other non-current $ — $ — Foreign currency contracts Other current $ — $ — Accrued Expenses $ (10 ) $ (16 ) Foreign currency contracts Other $ — $ — Other non-current $ (1 ) $ — Total fair value $ 9 $ — $ (11 ) $ (16 ) As of December 31, 2015, the notional amounts of foreign currency forward contracts and interest rate swap derivative contracts were $337 million and $1,400 million, respectively. These derivative contracts cover transactions for periods that do not exceed four years. The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the year ended December 31, 2015. For the Year Ended (in $ millions) 2015 2014 Net derivative (liability) asset – opening balance (16 ) $ 10 Total loss for the period included in net income (loss) (12 ) (19 ) Total loss for the period accounted through other comprehensive (loss) income — (4 ) Payments on (proceeds from) settlement of foreign currency derivative contracts 26 (3 ) Net derivative liability – closing balance $ (2 ) $ (16 ) During the year ended December 31, 2014, the Company received $3 million in relation to certain foreign exchange derivative contracts which were terminated in 2013 and included in other current assets as of December 31, 2013. The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 3% and a recovery rate of 20% which are applied to the Company’s credit default swap adjustments. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of December 31, 2015. The table below presents the impact that changes in fair values of derivatives designated as hedges had on other comprehensive income (loss) and on net income (loss) during the year and the impact derivatives not designated as hedges had on net income (loss) during that year: Amount of Gain Amount of Loss Year Ended Location of Gain Year Ended (in $ millions) 2015 2014 2013 2015 2014 2013 Derivatives designated as hedging instruments: Interest rate caps $ — $ 4 $ (4 ) Interest expense, net $ — $ — $ — Derivatives not designated as hedging instruments: Interest rate caps N/A N/A N/A Interest expense, net — (9 ) — Interest rate swaps N/A N/A N/A Interest expense, net 9 — (3 ) Foreign currency contracts N/A N/A N/A Selling, general and (21 ) (19 ) (4 ) $ (12 ) $ (28 ) $ (7 ) 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. The fair values of the Company’s other financial instruments are as follows: December 31, 2015 December 31, 2014 (in $ millions) 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 9 9 — — Derivative liabilities Level 2 (11 ) (11 ) (16 ) (16 ) Total debt Level 2 (2,461 ) (2,431 ) (2,440 ) (2,461 ) Available-for-sale securities as of December 31, 2014 represent the fair value of the Company’s investment in Orbitz Worldwide which was categorized within Level 1 of the fair value hierarchy as the fair value has been determined based on quoted prices of the shares in active markets. The fair value of the Company’s total debt has been determined by calculating the fair value of 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. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Other Non-Current Liabilities | 12. Other Non-Current Liabilities Other non-current liabilities consisted of: (in $ millions) December 31, 2015 December 31, 2014 Pension and post-retirement benefit liabilities $ 129 $ 141 Income tax payable 25 26 Other 72 70 $ 226 $ 237 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans Defined Contribution Savings Plan The Company sponsors a U.S. defined contribution savings plan that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by the plan. The Company’s contributions to this plan were approximately $14 million, $13 million and $15 million for the years ended December 31, 2015, 2014 and 2013, respectively. Defined Benefit Pension and Other Post-Retirement Benefit Plans The Company sponsors U.S. non-contributory defined benefit pension plans, which cover certain eligible employees. The majority of the employees participating in these plans are no longer accruing benefits. Additionally, the Company sponsors contributory defined benefit pension plans in certain non-U.S. subsidiaries with participation in the plans at the employee’s option. Under both the U.S. and non-U.S. plans, benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. As of December 31, 2015 and 2014, the aggregate accumulated benefit obligations of these plans were $602 million and $663 million, respectively. During the years ended December 31, 2015 and 2014, the Company offered an opportunity to certain employees participating in the U.S. non-contributory defined benefit plan to elect a lump-sum payment of their accrued vested pension benefit. The lump sum amounts paid from the plan assets were $11 million and $9 million for 2015 and 2014, respectively. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, plus such additional amounts as the Company determines to be appropriate. The Company also maintains other post-retirement health and welfare benefit plans for eligible employees of certain U.S. subsidiaries. The Company sponsors several defined benefit pension plans for certain employees located outside the U.S. The aggregate benefit obligation for these plans was $86 million and $91 million as of December 31, 2015 and 2014, respectively, and the aggregate fair value of plan assets was $90 million and $93 million for December 31, 2015 and 2014, respectively. The Company uses a December 31 measurement date for its defined benefit pension and other post-retirement benefit plans. For such plans, the following tables provide a statement of funded status as of December 31, 2015 and 2014, and summaries of the changes in the benefit obligation and fair value of assets for the years then ended: Defined Benefit Pension Plans (in $ millions) Year Ended 2015 Year Ended 2014 Benefit obligation, beginning of year $ 663 $ 581 Interest cost 26 27 Actuarial (gain) loss (45 ) 94 Benefits paid (36 ) (34 ) Currency translation adjustment (6 ) (5 ) Benefit obligation, end of year $ 602 $ 663 Fair value of plan assets, beginning of year $ 531 $ 523 Return on plan assets (9 ) 41 Employer contribution 3 7 Benefits paid (36 ) (34 ) Currency translation adjustment (6 ) (6 ) Fair value of plan assets, end of year 483 531 Funded status $ (119 ) $ (132 ) The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit expense relating to unrecognized actuarial losses was $151 million and $163 million as of December 31, 2015 and 2014, respectively. Post-Retirement Benefit Plans (in $ millions) Year Ended 2015 Year Ended 2014 Benefit obligation, beginning of year $ 7 $ 7 Actuarial gains (2 ) — Benefits received 1 — Benefits obligation, end of year $ 6 $ 7 Fair value of plan assets, beginning and end of year — — Funded status $ (6 ) $ (7 ) The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic post-retirement benefit expense relating to unrecognized actuarial gains was $3 million and $2 million as of December 31, 2015 and 2014, respectively. The following table provides the components of net periodic cost (benefit) for the respective years: Defined Benefit Pension Plans (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Interest cost $ 26 $ 27 $ 24 Expected return on plan assets (33 ) (35 ) (34 ) Recognized net actuarial loss 9 3 14 Net periodic cost (benefit) $ 2 $ (5 ) $ 4 Post-Retirement Benefit Plans (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Interest cost $ — $ — $ — Amortization of prior service cost — — — Recognized net actuarial gain — — (1 ) Net periodic benefit $ — $ — $ (1 ) The Company has utilized the following weighted average assumptions to measure the benefit obligation for the defined benefit pension plans and post-retirement benefit plans as of December 31, 2015 and 2014: December 31, December 31, Defined Benefit Pension Plans Discount rate 4.4 % 4.2 % Expected long-term return on plan assets 6.4 % 6.6 % Post-Retirement Benefit Plans Discount rate 4.8 % 4.4 % As of December 31, 2015, the Company changed its estimate of the service and interest cost components of net periodic benefit cost for its pension and other postretirement benefit plans. Previously, the Company estimated the service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. The new estimate utilizes a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows. The new estimate provides a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and their corresponding spot rates. The change does not affect the measurement of the Company’s pension and postretirement benefit obligations and it is accounted for as a change in accounting estimate, which is applied prospectively. For the year ending December 31, 2016, the change in estimate is not expected to have a significant impact on the U.S. pension and postretirement net periodic benefit plan cost. During the year ended December 31, 2014, the Company adopted the RP-2014 mortality tables and the Mortality Improvement Scale MP-2014 published by the Society of Actuaries’ (SOA) Retirement Plans Experience Committee. The mortality improvement scale was updated by the SOA in October 2015 to MP-2015, which in turn changed the underlying mortality table. The Company has adopted the refined tables, specifically the RP-2006 mortality table with the Mortality Improvement Scale MP-2015 for the year ended December 31, 2015. The adoption of the updated Mortality Tables and the Mortality Improvement Scale decreased the Company’s pension liability by approximately $9 million as of December 31, 2015. The weighted average expected long-term return on plan assets is based on a number of factors including historic plan asset returns over varying long-term periods, long-term capital markets forecasts, expected asset allocations, risk premiums for respective asset classes, expected inflation and other factors. The Company’s post-retirement benefit plans use an assumed health care cost trend rate of approximately 8% for 2015 reduced over six years until a rate of 5% is achieved. The effect of a one-percentage point change in the assumed health care cost trend would not have a material impact on the net periodic benefit costs or the accumulated benefit obligations of the Company’s health and welfare plans. The Company seeks to produce a return on investment for the plans which is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market conditions. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the assistance of independent diversified professional investment management organizations. The assets and investment strategy of the Company’s U.K. based defined plans are managed by an independent custodian. The Company’s investment strategy for its U.S. defined benefit plan is to achieve a return sufficient to meet the expected near-term retirement benefits payable under the plan when considered along with the minimum funding requirements. The target allocation of plan assets is 42% in equity securities, 50% in fixed income securities and 8% to all other types of investments. The fair values of the Company’s pension plan assets by asset category as of December 31, 2015 are as follows: Pension Plan Assets ($ in millions) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 384 $ 384 Mutual funds (2) 88 — 88 Cash equivalents (3) 11 — 11 Total $ 99 $ 384 $ 483 The fair values of the Company’s pension plan assets by asset category as of December 31, 2014 are as follows: Pension Plan Assets ($ in millions) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 437 $ 437 Mutual funds (2) 72 — 72 Cash equivalents (3) 22 — 22 Total $ 94 $ 437 $ 531 (1) The underlying investments held in common & commingled trust funds are actively managed equity securities and fixed income investment vehicles that are valued at the net asset value per share provided by the fund administrator multiplied by the number of units held as of the measurement date. (2) Values of units are based on the closing price reported on the major market on which the investments are traded and provided by the fund administrator. (3) Cash equivalents comprise of money market funds. The Company’s contributions to its defined benefit pension and post-retirement benefit plans are estimated to aggregate $3 million in 2016 as compared to an actual contribution of $3 million in 2015. The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows: (in $ millions) Defined Benefit Pension Plans Post-Retirement Benefit Plans 2016 29 — 2017 30 — 2018 31 — 2019 32 — 2020 33 — Five years thereafter 176 1 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Commitments Leases The Company is committed to making rental payments under non-cancellable operating leases covering various facilities and equipment. Future minimum lease payments required under non-cancellable operating leases as of December 31, 2015 are as follows: (in $ millions) Amount 2016 13 2017 12 2018 10 2019 10 2020 9 Thereafter 27 81 During the years ended December 31, 2015, 2014 and 2013, the Company incurred total rental expenses of $16 million, $16 million and $18 million, respectively, primarily related to leases of office facilities. Commitments under capital leases amounted to $109 million as of December 31, 2015, primarily related to information technology equipment. 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 December 31, 2015, the Company had approximately $72 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $50 million relates to the twelve months ending December 31, 2016. These purchase obligations extend through 2019. Contingencies Company Litigation The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although the Company believes its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period. Standard Guarantees/Indemnification In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | 15. Equity Description of Capital Stock The Company has authorized share capital of $1,962,500, consisting of 560,000,000 common shares of par value $0.0025 and 225,000,000 preference shares of par value $0.0025. Preference Shares Pursuant to Bermuda law and the Company’s bye-laws, the Company’s Board of Directors by resolution may establish one or more series of preference shares having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by the Board without any further shareholder approval. The rights with respect to a series of preference shares may be greater than the rights attached to the Company’s common shares. It is not possible to state the actual effect of the issuance of any preference shares on the rights of holders of the Company’s common shares until the Company’s Board determines the specific rights attached to those preference shares. The effect of issuing preference shares could include, among other things, one or more of the following: • restricting dividends in respect of the Company’s common shares; • diluting the voting power of the Company’s common shares or providing that holders of preference shares have the right to vote on matters as a class; • impairing the liquidation rights of the Company’s common shares; or • delaying or preventing a change of control of the Company. Common Shares As of December 31, 2015, the Company had outstanding 123,631,474 shares, with a par value of $0.0025 per share. The share capital of the Company is divided into shares of a single class the holders of which, subject to the provisions of the bye-laws, are (i) entitled to one vote per share, (ii) entitled to such dividends as the Board may from time to time declare, (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitled to the surplus assets of the Company and (iv) generally entitled to enjoy all of the rights attaching to shares. The Board may, subject to the bye-laws and in accordance with Bermudan legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such dividend may be paid in cash and/or in kind and is subject to limitations under the Company’s debt agreements. No unpaid dividend bears interest. The Board may elect any date as the record date for determining the shareholders entitled to receive any dividend. Dividends on Common Shares The Company’s Board of Directors declared the following cash dividends during the year ended December 31, 2015: Declaration Date Dividend Record Payment Amount 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 October 28, 2015 $ 0.075 December 4, 2015 December 17, 2015 9 On February 17, 2016, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the fourth quarter of 2015 (see Note 21—Subsequent Events). The Board may declare and make such other distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution bears interest. Treasury Shares Following the change in accounting policy for treasury shares in 2015 (See Note 1), the Company, on net share settlement of equity awards, purchased 837,867 common shares for a total amount of $13 million. The Company used 237,198 treasury shares of $4 million to settle liabilities for equity awards and further sold 850,000 treasury shares for proceeds of $12 million in a registered offering in November 2015. Issuance of Common Shares in IPO In September 2014, the Company issued 30 million common shares with par value of $0.0025 per share, at a price of $16.00 per share, generating $445 million of net proceeds after deducting underwriting discounts and commissions and offering expenses. The par value of the shares has been recorded within common shares and the excess of proceeds over the par value of shares has been recorded within additional paid-in-capital on the Company’s consolidated balance sheets as of December 31, 2014. Issuance of Common Shares in Exchange for Debt During the year ended December 31, 2014, the Company exchanged $167 million of its senior notes, $313 million of its senior subordinated notes, $70 million of its term loans under the old senior secured credit agreement and $21 million of Tranche 1 term loans under the second lien credit agreement for an aggregate of 29 million of its common shares. The Company recorded the issuance of common shares at fair value of $585 million and recognized a loss of $28 million (which includes $12 million of costs incurred) resulting from extinguishment of debt in its consolidated statement of operations. Purchase of Non-Controlling Interest in a Subsidiary In November 2015, the Company acquired vested equity shares from certain employees and directors of eNett, the Company’s majority-owned subsidiary, for a total consideration of $3 million. In June 2014, the Company acquired an additional 16% of the equity of eNett from the non-controlling shareholders for total consideration of $65 million. In both instances, the excess of consideration paid by the Company over the carrying value of the non-controlling interest acquired is recorded within additional paid-in-capital on the Company’s consolidated balance sheets and the cash payment is presented as a financing activity in the Company’s consolidated statements of cash flow. As of December 31, 2015, the Company’s ownership in eNett was 71%. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss), but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity (deficit), net of tax. Accumulated other comprehensive income (loss), net of tax, consisted of: (in $ millions) Currency Adjustments Unrealized Investments Unrealized Hedges Unrealized Securities Unrecognized Plans Accumulated Income (Loss) Balance as of (5 ) (1 ) — — (183 ) (189 ) Activity during period, net of (1) (5 ) 9 (4 ) — 107 107 Balance as of December 31, 2013 (10 ) 8 (4 ) — (76 ) (82 ) Activity during period, net of (1) (11 ) (7 ) 4 6 (84 ) (92 ) Balance as of December 31, 2014 (21 ) 1 — 6 (160 ) (174 ) Activity during period, net of (1) (11 ) (1 ) — (6 ) 14 (4 ) Balance as of December 31, 2015 (32 ) — — — (146 ) (178 ) (1) The tax impact relates to unrecognized actuarial gain (loss) on defined benefit plans. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2013, 2014 and 2015. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 16. Equity-Based Compensation The Company has the following equity-based long-term incentive programs, under which time-based restricted share units (“TRSUs” or “RSUs”), performance-based restricted share units (“PRSUs” or “PSUs”) and/or stock options of the Company have been granted or authorized for grant to the key employees and directors of the Company: • 2011 Equity Plan • 2013 Equity Plan • 2014 Omnibus Equity Incentive Plan (“2014 Equity Plan”) • 2014 Employee Stock Purchase Plan (“2014 ESPP”) 2011 Equity Plan In December 2011, the Company introduced an equity-based long-term incentive program (the “2011 Equity Plan”) pursuant to which certain key employees of the Company were granted common shares and TRSUs. Under the 2011 Equity Plan, the Board of Directors authorized the grant of 208,000 common shares and 62,286 TRSUs to certain key employees of the Company. All of the shares and TRSUs were recognized as granted for accounting purposes, with the common shares vesting immediately and the TRSUs vesting on January 1, 2014, dependent on continued service. The grant date fair value of each award under the 2011 Equity Plan was based on a valuation of the total equity of the Company at the time of each grant of an award. All of the outstanding TRSUs vested on January 1, 2014. 2013 Equity Plan TRSUs and PRSUs During the year ended December 31, 2013, the Board of Directors introduced an equity-based long-term incentive program (the “2013 Equity Plan”) whereby up to 6.7 million awards were authorized to be granted to certain key employees of the Company. In May 2013, 6 million RSUs were granted to employees, with two-thirds, or 4 million TRSUs, vesting one-sixth semi-annually on April 15 and October 15 each year for a period of three years, if the employee continued to remain in employment. The balance of one-third, or 2 million PRSUs, were to vest on April 15, 2015 upon satisfaction of certain performance conditions. As the performance conditions were not communicated to the employees at the time of grant, the 2 million PRSUs were not considered as granted for accounting purposes in May 2013. In May 2014, the Company communicated performance targets for the PRSUs and further granted TRSUs to certain employees. Consequently, 1.9 million RSUs were considered as granted for accounting purposes. In September 2014, upon the consummation of the IPO and under the terms of 2013 Equity Plan, the unvested 2.4 million TRSUs vested immediately, which resulted in additional recognition of compensation cost of approximately $9 million during the year ended December 31, 2014. During the year ended December 31, 2014, upon completion of IPO, the Company granted 0.3 million of TRSUs and 0.2 million of PRSUs to certain of its key employees. One-fourth of the TRSUs vest annually on October 15 for a period of four years subject to the employee being in employment. The PRSUs cliff-vest on October 15, 2017 upon the employee being in employment and meeting the performance condition set under the award. During the year ended December 31, 2015, upon the performance criteria being met, substantially all of the outstanding PRSUs vested along with one quarter of the outstanding TRSUs granted at the time of IPO. Stock Options In June 2013, the Board of Directors authorized the grant of 320,000 stock options to the Company’s Non-Executive Chairman, Douglas M. Steenland, which were to vest in April 2016. Of the options granted, 160,000 options were subject to time-based vesting and the balance of 160,000 options were subject to vesting upon achieving certain performance conditions. As the performance conditions were not communicated, only 160,000 options which had time-based vesting were considered as granted for accounting purposes in June 2013. The stock options have a contractual life of five years from the date of grant. In May 2014, the Company communicated performance targets for the 160,000 stock options. Further, in September 2014, the Company modified the terms of the performance-based stock options and converted them fully into time-based options with service conditions, whereby 50% of the stock options vested on April 15, 2015 and the remaining 50% vest on April 15, 2016. During the year ended December 31, 2014, upon completion of the IPO, the Company granted 0.3 million of stock options to certain of its key employees. One-fourth of the stock options vest annually on October 15 for a period of four years subject to the employee being in employment. A quarter of the outstanding stock options vested during the year ended December 31, 2015. 2014 Equity Plan TRSUs and PRSUs On August 4, 2014, the Company’s Board of Directors adopted the 2014 Equity Plan, which permits the grant of cash and stock-based incentive awards. The aggregate number of common shares that may be issued or used for reference purposes or with respect to which awards may be granted under the 2014 Equity Plan may not exceed 6 million shares. The Company’s employees and the members of its Board of Directors are eligible to receive awards under the 2014 Equity Plan. Effective upon the Company’s IPO, the Company’s Board of Directors granted 0.2 million of RSUs and 0.5 million of PSUs under the 2014 Equity Plan. The RSUs vest annually in quarterly installments, on October 15 each year, over a period of four years, if the employee continues to remain in employment during the vesting period. The PSUs vest on October 15, 2017 based on the satisfaction of certain performance conditions and continued employment of the employee during the vesting period. 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 original awards were subsequently modified and the executives were granted 66,315 RSUs and 70,795 PSUs under the 2014 Equity Plan. The RSUs 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 PSUs 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 and if the annual performance conditions are met. The modification of the awards results in an immaterial charge being recognized in the consolidated statements of operations. Stock Options Effective upon the Company’s IPO, the Company’s Board of Directors granted 0.6 million of stock options under the 2014 Equity Plan. The stock options vest annually in quarterly installments, on October 15 each year, over a period of four years, if the employee continues to remain in employment during the vesting period. A quarter of the outstanding stock options vested during the year ended December 31, 2015. 2014 ESPP On September 5, 2014, the Company’s Board of Directors adopted the Travelport Worldwide Limited 2014 ESPP which is intended to provide employees of the Company with an opportunity to acquire a proprietary interest in the Company through the purchase of common shares. For U.S. participants, the purchase price per share is equal to 85% of the fair market value of the Company’s common shares at the end of the purchase period, which is three months. For U.K. participants, the purchase price per share is equal to 100% of the fair market value of the Company’s common shares at the end of the purchase period, which is three months; however, the Company provides “matching shares” equal to 100% of the shares purchased by the U.K. participants. Matching shares are forfeited if the U.K. participant terminates employment within three years after the purchase date. Shares issued and compensation expense recognized under the ESPP for the year ended December 31, 2015 were not material. The table below presents the activity of the Company’s RSUs for the years ended December 31, 2015, 2014 and 2013: Restricted Share Units (in dollars, except number of RSUs) Number Weighted Average Grant Date Fair Value Balance as of January 1, 2013 43,527 $ 23.13 Granted at fair market value 4,065,306 $ 4.63 Vested (1) (652,222 ) $ 4.63 Forfeited (96,000 ) $ 4.63 Balance as of December 31, 2013 3,360,611 $ 4.88 Granted at fair market value 3,251,661 $ 18.40 Vested (1) (3,078,827 ) $ 4.81 Forfeited/cancelled (337,023 ) $ 5.86 Balance as of December 31, 2014 3,196,422 $ 18.68 Granted at fair market value 982,700 $ 13.59 Vested (1) (1,942,843 ) $ 19.48 Forfeited/cancelled (63,750 ) $ 16.77 Balance as of December 31, 2015 2,172,529 $ 15.73 (1) The Company completed net share settlements for 275,599 common shares, 1,390,525 common shares and 837,867 common shares for the years ended December 31, 2013, 2014 and 2015, respectively, in connection with employee taxable income created upon vesting of common shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. For the year ended December 31, 2015 these common shares were accounted for as treasury shares by the Company (See Note 1). The table below presents the activity of the Company’s stock options for the years ended December 31, 2015, 2014 and 2013: Stock Options (in dollars, except stock options) Number Weighted Average Grant Date Fair Value Balance as of January 1, 2013 — — Granted at fair market value 160,000 $ 1.50 Balance as of December 31, 2013 160,000 $ 1.50 Granted at fair market value 1,116,730 $ 7.46 Forfeited/cancelled (5,859 ) $ 6.43 Balance as of December 31, 2014 1,270,871 $ 6.72 Granted at fair market value 217,457 $ 5.06 Forfeited/cancelled (33,690 ) $ 6.43 Balance as of December 31, 2015 1,454,638 $ 6.49 The fair values of employee options granted were determined using Black-Scholes model and have been estimated as of the date of grant using the following weighted-average assumptions: 2015 2014 Fair value of common share $13.15 − $15.95 16.00 − $20.00 Expected term from grant date (in years) 6.25 3 − 6.25 Risk free interest rate 1.54% − 1.84% 0.80% − 1.67% Expected volatility 42.12% − 49.27% 49% − 60% Dividend yield 2% 0% − 2% The weighted-average exercise price of options granted during the year ended December 31, 2015 was $13.94 per option, with the remaining weighted average contractual term as of December 31, 2015 of 9.64 years. As of December 31, 2015, 336,952 of the stock options have vested or have become exercisable. The Company’s majority owned subsidiary, eNett, has an equity-based long-term incentive program, pursuant to which certain employees and directors of eNett were granted the right to purchase restricted equity units (“REUs”) in eNett for an exercise price of either $1.00 or $3.82 per share of eNett. The REUs vest upon satisfaction of certain performance and service conditions. As of December 31, 2015, of the approximately 4.0 million REUs granted, 2.8 million REUs have vested. Additionally, the Board of Directors of eNett has approved approximately 2.1 million REUs which are available for future grants. As of December 31, 2015, eNett has approximately 40.7 million shares outstanding of which the Company owns approximately 71%. The fair value of the awards granted, as well as the compensation expense recognized, is immaterial for all years presented. Partnership Restricted Equity Units—Class A-2 Units TDS Investor (Cayman) L.P., the partnership which prior to the comprehensive refinancing in April 2013, indirectly owned a majority shareholding in the Company (the “Partnership”), had an equity-based, long-term incentive program for the purpose of retaining certain key employees of the Company. Under this program, key employees of the Company were granted REUs and profit interests in the Partnership, whereby REUs convert to Class A-2 units pursuant to the terms of the plan. During 2006, the Board of Directors of the Partnership approved the grant of up to approximately 120 million REUs for this incentive plan. The grant date fair value of each award under a plan within the program was based on a valuation of the total equity of the Partnership at the time of each grant of an award. During 2013, the Board of Directors of the Partnership approved a grant of all the remaining outstanding authorized REUs in the Partnership under the plans, all of which vested during the year. As of December 31, 2013, none of the REUs remained outstanding or authorized for grant and a total of 107.8 million REUs vested and were converted to Class A-2 units. The table below sets out the equity-based compensation expense recognized in the consolidated financial statements: (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 RSUs $ 22 $ 40 $ 5 Stock options 3 1 — REUs — — 1 Other 5 — — Total equity-based compensation expense $ 30 $ 41 $ 6 Compensation expense for the years ended December 31, 2015, 2014 and 2013 resulted in a credit to equity (deficit) on the Company’s consolidated balance sheet of $25 million, $41 million and $6 million, respectively, which was offset by a decrease of approximately $0 million, $23 million and $1 million, respectively, due to tax withholding for equity awards as the payment of the taxes is effectively a repurchase of previously granted equity awards. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of December 31, 2015 will be approximately $30 million based on the fair value of the RSUs and the stock options on the grant date. |
Income Per Share
Income Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Income Per Share | 17. Income Per Share The following table reconciles the numerators and denominators used in the computation of basic and diluted income (loss) per share: (in $ millions, except share data) Year Ended 2015 Year Ended 2014 Year Ended 2013 Numerator – Basic and Diluted income per share: Net income (loss) from continuing operations $ 20 $ 91 $ (207 ) Net income attributable to non-controlling interest in subsidiaries (4 ) (5 ) (3 ) Net income (loss) from continuing operations attributable to the Company $ 16 $ 86 $ (210 ) Denominator – Basic income per share: Weighted average common shares outstanding 122,340,491 85,771,655 45,522,506 Income (loss) per share from continuing operations $ 0.13 $ 1.01 $ (4.62 ) Denominator – Diluted income per share: Number of shares used for Basic income per share 122,340,491 85,771,655 45,522,506 Weighted average effect of dilutive securities RSUs 145,471 1,988,145 — Stock options 53,460 104,290 — Weighted average common shares outstanding – Diluted 122,539,422 87,864,090 45,522,506 Income (loss) per share from continuing operations $ 0.13 $ 0.98 $ (4.62 ) Basic earnings 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 the years ended December 31, 2015 and 2014, the Company had 1.2 million and 0.2 million of weighted average common share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted income per share as their inclusion would have been antidilutive as the common shares repurchased from the total assumed proceeds applying the treasury stock method exceeded the shares that would have been issued. For the year ended December 31, 2013, the Company had 3.5 million of weighted average common share equivalents, primarily associated with the Company’s RSUs and stock options. As the Company recorded net losses from continuing operations for this year, all common share equivalents were excluded from the calculation of diluted income per share as their inclusion would have been anti-dilutive. As a result, basic and diluted earnings per share are equal for this year. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 18. Segment Information The U.S. GAAP measures which the Chief Operating Decision Maker (the “CODM”) use to evaluate the performance of the Company are net revenue and Adjusted EBITDA, which is defined as net income (loss) from continuing operations excluding depreciation and amortization of property and equipment and acquired intangible assets, amortization of customer loyalty payments, interest, income taxes, gain (loss) on early extinguishment of debt, share of earnings (losses) in equity method investments, and items that the management and the CODM view as outside the normal course of operations such as, gain on 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 foreign currency gains (losses) on euro denominated debt and earnings hedges. Such adjustments are also excluded under the Company’s debt covenants. Reportable segments are determined based on the financial information which is available and utilized on a regular basis by the CODM to assess financial performance and to allocate resources. The Company has one reportable segment. The Company maintains operations in the United States, United Kingdom and other international territories. The geographic segment information provided below is classified based on geographic location of the Company’s subsidiaries: (in $ millions) United States United Kingdom All Other Countries Total Net Revenue Year ended December 31, 2015 756 187 1,278 2,221 Year ended December 31, 2014 786 174 1,188 2,148 Year ended December 31, 2013 772 162 1,142 2,076 Long-Lived Assets (excluding financial instruments and deferred tax assets) As of December 31, 2015 1,232 17 1,196 2,445 As of December 31, 2014 1,341 18 1,112 2,471 As of December 31, 2013 1,478 39 1,092 2,609 Net revenue by country is determined by the location code for the segment booking for Travel Commerce Platform revenue and the domicile of the legal entity receiving the revenue for Technology Services revenue. Travel Commerce Platform revenue, consisting of air and beyond air, accounts for 94% of total Net revenue with revenue from Technology Services accounting for the remaining 6%. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Transactions with Entities Related to Owners During the year ended December 31, 2015, FMR LLC became a principal shareholder owning more than 10% of the outstanding shares of the Company. The Company receives administrative, recordkeeping and related services from subsidiaries of FMR LLC for its employee retirement plans and share plans. The total expenses incurred by the Company during the year ended December 31, 2015 and the balance payable outstanding as of December 31, 2015 in relation to such services were insignificant. Prior to the comprehensive refinancing in April 2013, Blackstone was the ultimate controlling shareholder in the Company. Subsequent to the comprehensive refinancing, Blackstone continued to be a principal shareholder of the Company until September 2014 when the Company issued its common shares in an IPO. Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. The Company has entered into commercial transactions on an arms-length basis in the ordinary course of business with these companies, including the sale and purchase of goods and services. For example, prior to comprehensive refinancing in 2013, the Company recorded revenue of approximately $9 million from Hilton Hotels Corporation and $3 million from Wyndham Hotel Group, (both Hilton Hotels Corporation and Wyndham Hotel Group being Blackstone portfolio companies) in connection with booking fees received. Other than as described herein, none of these transactions or arrangements is of great enough value to be considered material. During 2014 and 2013, the Company paid approximately $11 million and $7 million, respectively, to an affiliate of Blackstone for advisory and consulting services incurred in relation to debt for equity exchanges and refinancing transactions. Pursuant to the Transaction and Monitoring Fee Arrangement (“TMFA”) agreement entered into in 2008 with Blackstone and an affiliate of Technology Crossover Ventures (“TCV”) (who were then principal shareholders of the Company) and its subsequent amendment in March 2013 (where Blackstone and TCV agreed (i) to a one-third reduction in the amount of fees that would otherwise be payable under TMFA, (ii) that the Company had no obligation to pay the advisory fee until the Company’s outstanding indebtedness under the second lien credit agreement is repaid, refined or extended and (iii) to share a portion of the fee with Angelo Gordon and Q Investments), the Company made payments of approximately $26 million and $6 million during 2014 and 2013 respectively. As of December 31, 2015 and 2014, there is no outstanding balance of obligation under the TMFA. Transactions with Orbitz Worldwide On February 5, 2015, the Company sold all of its remaining investment in Orbitz Worldwide. During the period from January 1, 2014 to July 22, 2014 and the years ended December 31, 2013 and 2012, (during which Orbitz Worldwide was an equity method investee of the Company), the Company had transactions and outstanding balances with Orbitz Worldwide. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 20. Discontinued Operations In connection with the sale of the Gullivers Travel Association business to Kuoni in 2011, the Company agreed to indemnify Kuoni up to January 2018 for certain potential tax liabilities relating to pre-sale events. An estimate of the Company’s obligations under those indemnities is included within other non-current liabilities on the Company’s consolidated balance sheets as of December 31, 2015 and 2014. During the year ended December 31, 2013, the Company either settled certain of its obligations under those indemnities and/or determined the liabilities would not be payable due to expiration of the statute of limitations and realized a gain of $4 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events On February 17, 2016, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the fourth quarter of 2015, which is payable on March 17, 2016 to shareholders of record on March 3, 2016. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2015, 2014 AND 2013 (in $ millions) Balance at Period Charged to Accounts Write-Offs Adjustments Balance at Period Allowance for Doubtful Accounts: Year ended December 31, 2015 14 2 (1 ) 15 Year ended December 31, 2014 13 3 (2 ) 14 Year ended December 31, 2013 16 4 (7 ) 13 Valuation Allowance for Deferred Tax Assets: Year ended December 31, 2015 421 54 (92 ) 383 Year ended December 31, 2014 345 166 (90 ) 421 Year ended December 31, 2013 302 24 19 345 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation Policy | Consolidation Policy The Company’s financial statements include the accounts of Travelport, Travelport’s wholly-owned subsidiaries and entities controlled by Travelport, including where control is exercised by owning a majority of the entity’s outstanding common shares (eNett International (Jersey) Limited (“eNett”), IGT Solutions Private Limited, Travel-IT Beteiligungsgesellschaft GmbH and Locomote Holdings Pty Limited (“Locomote”)). The Company has eliminated intercompany transactions and balances in its financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates. The Company’s accounting policies, which include significant estimates and assumptions, including the estimation of the collectability of accounts receivable, including amounts due from airlines that are in bankruptcy or which have faced financial difficulties, amounts for future cancellations of airline bookings processed through the Travel Commerce Platform, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of goodwill and intangible assets, discount rates and rates of return affecting the calculation of the assets and liabilities associated with the employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities. |
Revenue Recognition | Revenue Recognition The Company provides global transaction processing and computer reservation services and provides travel marketing information to airline, car rental and hotel clients as described below. Travel Commerce Platform Revenue Travel Commerce Platform revenue primarily utilizes a transaction volume model to recognize revenue. The Company charges a fee per segment booked. The Company also receives a fee for cancellations of bookings previously made on the Company’s system and where tickets were issued by the Company that were originally booked on an alternative system. Revenue for air travel reservations is recognized at the time of the booking of the reservation when it is contractually billed, net of estimated cancellations and anticipated incentives for customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations; and such cancellations have not been significant, historically. The Company’s beyond air revenue, including hotel and car reservations, is recognized upon fulfillment of the reservation. Given hotel and car reservations can be cancelled at any time without penalty, revenue is recognized upon the fulfillment of the reservation when it is contractually billed and collectability of the revenue is reasonably assured. The Company’s payment processing revenue is earned as a percentage of total transaction value in the form of interchange fees payable by banks. Revenue is recognized when the payment is processed. The Company collects annual subscription fees from travel agencies, internet sites and other subscribers to access the applications on its Travel Commerce Platform, including providing the ability to access schedule and fare information, book reservations and issue tickets. These fees are recognized when the services are performed. Technology Services Revenue The Company collects fees, generally on a monthly basis under long-term contracts, for providing hosting solutions and other services to airlines such as pricing, shopping, ticketing, ground handling and other solutions. Such revenue is recognized as the services are performed. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of direct costs incurred to generate the Company’s revenue, including commissions paid to travel agencies and third-party national distribution companies (“NDCs”), amortization of customer loyalty payments, incentives paid to travel agencies who subscribe to the Company’s Travel Commerce Platform and costs for call center operations, data processing and related technology costs. Cost of revenue excludes depreciation and amortization of acquired intangible assets comprising of customer relationships. Commission payments represent consideration to travel agencies and NDCs for reservations made on the Company’s Travel Commerce Platform. Commissions are provided in two ways depending on the terms of the contract: (i) variable per segment on a periodic basis over the term of the contract and (ii) upfront at the inception or modification of contracts. Variable commissions are accrued in a period based on the estimated number of segments to be booked by the travel agent. For upfront commissions, the Company establishes liabilities for these loyalty payments at the inception of the contract and capitalizes the customer loyalty payments as intangible assets. The amortization of the customer loyalty payments is then recognized as a component of revenue or cost of revenue over the life of the contract on a straight line basis (unless another method is more appropriate), as the Company expects the benefit of those assets, which are the air segments booked on its Travel Commerce Platform, to be realized evenly over the life of the contract. In markets not supported by the Company’s sales and marketing organizations, the Company utilizes an NDC structure, where feasible, in order to take advantage of the NDC’s local industry knowledge. The NDC is responsible for cultivating the relationship with travel agencies in its territory, installing travel agents’ computer equipment, maintaining the hardware and software supplied to the travel agencies and providing ongoing customer support. The NDC earns a share of the booking fees generated in the NDC’s territory. Cost of revenue also includes incentive payments to travel agencies for using the Company’s payment solutions. These commission costs are recognized in the same accounting period as the revenue generated from the related activities. The direct technology costs related to revenue production, consisting of the development and maintenance costs for the mainframes, servers and software that is the shared infrastructure used to run the Company’s Travel Commerce Platform and Technology Services consist of service contracts with technology service providers, including on-site around-the-clock support for computer equipment and the cost of software licenses used to run the Company’s Travel Commerce Platform and its data center, other operating costs associated with running the Company’s Travel Commerce Platform, including facility and related running costs of the Company’s data center, technology costs related to maintaining the networks between the Company and its travel providers and its hosting solutions; salaries and benefits paid to employees for the development, delivery and implementation of software, the maintenance of mainframes, servers and software used in the Company’s data center and customer support, including call center operations. Direct technology costs are recognized as expenses in the period when the liability is incurred. |
Advertising Expense | Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing such as, television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the consolidated statements of operations, was approximately $20 million, $16 million and $17 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Income Taxes | Income Taxes The provision for income taxes for annual periods is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the temporary differences between the financial statement carrying amounts and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on the ability to generate taxable income. A change in the Company’s estimate of future taxable income may require an addition or reduction to the valuation allowance. The benefit from an uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained upon audit by the relevant authority. For positions that are more than 50% likely to be sustained, the benefit is recognized at the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Where a net operating loss carried forward, a similar tax loss or a tax credit carry forward exists, an unrecognized tax benefit is presented as a reduction to a deferred tax asset. Otherwise, the Company classifies its obligations for uncertain tax positions as other non-current liabilities unless expected to be paid within one year. Liabilities expected to be paid within one year are included in the accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities, and other non-current liabilities accounts. The Company recognizes interest and penalties accrued related to unrecognized tax positions as part of the provision for income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s trade receivables are reported in the consolidated balance sheets net of an allowance for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company, or other known customer liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. For all other customers, the Company recognizes a reserve for estimated bad debts. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Accordingly, the length of time to collect does not necessarily indicate an increased credit risk. In all instances, local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Bad debt expense is recorded in selling, general and administrative expenses on the consolidated statements of operations and amounted to $2 million, $3 million and $4 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Derivative Instruments | Derivative Instruments The Company uses derivative instruments as part of its overall strategy to manage exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. All derivatives are recorded at fair value either as assets or liabilities. As a matter of policy, the Company does not use derivatives for trading or speculative purposes and does not offset derivative assets and liabilities. As of December 31, 2015, the Company did not designate any derivative contract as accounting hedges, although during 2014 and 2013, the Company had designated its interest rate cap derivative contracts as cash flow hedges. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings in the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are recognized in earnings in the same period during which the hedged cash flow affects earnings, or are recognized earlier where the cash flow hedges are determined to be ineffective, or where the derivative contracts are terminated prior to maturity and the cash outflows hedged are not considered as probable of occurring. Changes in the fair value of derivatives not designated as hedging instruments are recognized directly in earnings in the consolidated statements of operations. |
Fair Value Measurement | Fair Value Measurement The financial assets and liabilities on the Company’s consolidated balance sheets that are required to be recorded at fair value on a recurring basis are assets and liabilities related to derivative instruments and available-for-sale securities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1— Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2— Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3— Valuations based on inputs that are unobservable and significant to overall fair value measurement. The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These amounts include fair value adjustments related to the Company’s own credit risk and counterparty credit risk. When such adjustments constitute more than 15% of the unadjusted fair value of derivative instruments for two successive quarters, the entire instrument is classified within Level 3 of the fair value hierarchy. The Company determines the fair value of its available-for-sale securities based on the quoted market price of the security as of the reporting date. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on the consolidated balance sheets. |
Property and Equipment | Property and Equipment Property and equipment (including leasehold improvements) are recorded at historical cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization expense on the consolidated statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives of various property and equipment are as follows: Capitalized software 3 to 10 years Computer equipment 3 to 7 years Buildings up to 30 years Leasehold improvements up to 20 years Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed for internal use on a straight-line basis when such software is substantially ready for use. For the years ended December 31, 2015, 2014 and 2013, the Company amortized software costs developed for internal use of $99 million, $87 million and $65 million, respectively, as a component of depreciation and amortization expense on the consolidated statements of operations. Travelport policy is to capitalize interest cost as a component of historical cost where an asset is being constructed for Travelport’s own use. The amount of interest on capital projects capitalized was $3 million, $8 million and $6 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company’s intangible assets with indefinite-lives comprise of Goodwill, Trademarks and Tradenames. These indefinite-lived intangible assets are not amortized, but rather are tested for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company’s amortizable intangible assets comprise of (i) acquired intangible assets, consisting of customer and vendor relationships and (ii) customer loyalty payments. The Company generally amortizes these intangible assets on a straight-line basis (unless another method is more appropriate) over their estimated useful lives of: Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company may qualitatively assess impairment factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and if, as a result of qualitative assessment or if the Company determines quantitatively that the fair value of the reporting unit (determined utilizing estimated future discounted cash flows and assumptions that it believes marketplace participants would utilize) is less than its carrying value, the Company proceeds to assess impairment of goodwill. The level of impairment is assessed by allocating the total estimated fair value of the reporting unit to the fair value of the individual assets and liabilities of that reporting unit, as if that reporting unit is being acquired in a business combination. The remaining value represents the implied fair value of the goodwill, which if lower than its carrying value results in an impairment of goodwill to the extent the carrying value of goodwill exceeds its implied fair value. Other indefinite-lived assets are tested for impairment by estimating their fair value utilizing estimated future discounted cash flows attributable to those assets and are written down to the estimated fair value where necessary. The Company uses comparative market multiples, if available and other factors to corroborate the discounted cash flow results. The Company performs its annual impairment testing for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year subsequent to substantially completing its annual forecasting process or more frequently if circumstances indicate impairment may have occurred. The Company performed its annual impairment test during the fourth quarter of 2015 and did not identify any impairment. The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of accumulated foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments designated as cash flow hedges, unrealized actuarial gains and losses on defined benefit plans, share of unrealized gains and losses of accumulated other comprehensive income (loss) of equity method investments and unrealized gain and losses related to available-for-sale securities. |
Foreign Currency | Foreign Currency On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at period end exchange rates and their results of operations are translated into U.S. dollars at the average exchange rates for the period. The gains and losses resulting from translating these financial statements into U.S. dollars, are included in accumulated other comprehensive income (loss) on the consolidated balance sheets and are included in net income (loss) only upon sale or liquidation of the underlying non-U.S. dollar function currency entity. Transactions in currencies other than functional currency of an entity are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rate of exchange prevailing at the balance sheet date. Gains and losses resulting from such transactions and translations are included in earnings as a component of selling, general and administrative expense, in the consolidated statements of operations, except where the balances in non-U.S. dollar functional currency represent certain intercompany loans determined to be of long-term investment in nature, in which case, the translation gains and losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component in the consolidated statements of cash flows. |
Equity-Based Compensation | Equity-Based Compensation The Company has equity-based compensation plans that provide for grants of restricted stock units and stock options to employees and non-employee directors of the Company who perform services for the Company. The Company expenses all equity-based compensation on a straight-line basis over the requisite service period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The awards under equity-based compensation plans are classified as equity and included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets. TDS Investor (Cayman) L.P., the partnership which, prior to the Company’s comprehensive refinancing in April 2013, indirectly owned a majority shareholding in the Company (the “Partnership”), provided for equity-based, long-term incentive programs for the purpose of retaining certain key employees of the Company. Under several plans within these programs, key employees were granted restricted equity units and/or partnership interests in the Partnership. The Company has recognized the expense related to these awards in its consolidated statements of operations. |
Net Income Per Common Share | Net Income Per Common Share Basic net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options and unvested restricted share units outstanding during the period, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect would be antidilutive. |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The Company sponsors a defined contribution savings plan, under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan are recognized, as a component of selling, general and administrative expense, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company also maintains other post-retirement health and welfare benefit plans for certain eligible employees. The Company recognizes the funded status of its pension and other post-retirement defined benefit plans within other non-current assets, accrued expenses and other current liabilities, and other non-current liabilities on its consolidated balance sheets. The measurement date used to determine benefit obligations and the fair value of assets for all plans is December 31 of each year. Pension and other post-retirement defined benefit costs are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions including expected rates of return on plan assets, discount rates, employee turnover, healthcare costs and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different to expected return and from changes in the projected benefit obligation and are deferred within accumulated other comprehensive income (loss), net of tax. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Instruments In January 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance which amends the current guidance on the classification and measurement of financial instruments. It 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 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 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 consolidated balance sheet presentation of deferred tax assets and liabilities. Business Combinations In September 2015, 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 if the accounting for the business combination had been completed as 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. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, and must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been previously issued. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. 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 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 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 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 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 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 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 guidance are applicable to 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 had unamortized debt issuance costs in relation to its term loans of $24 million and $28 million as of December 31, 2015 and 2014, respectively. These costs will be reclassified from other non-current assets to long-term debt upon adoption 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 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 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 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 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 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 financial statements resulting from the adoption of this guidance. Accounting for Cumulative Translation Adjustments 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. This 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 financial statements resulting from the adoption of this guidance. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of property and equipment | Capitalized software 3 to 10 years Computer equipment 3 to 7 years Buildings up to 30 years Leasehold improvements up to 20 years |
Schedule of estimated useful lives of intangible assets | Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Current U.S. Federal $ — $ (1 ) $ — U.S. State — — 2 Non-U.S. (24 ) (29 ) (21 ) (24 ) (30 ) (19 ) Deferred U.S. Federal (3 ) (10 ) 3 Non-U.S. 1 4 (2 ) (2 ) (6 ) 1 Non-current Liabilities for uncertain tax positions (1 ) (3 ) (2 ) Provision for income taxes $ (27 ) $ (39 ) $ (20 ) |
Schedule of income (loss) from continuing operations before income taxes and share of (losses) earnings in equity method investments for U.S. and non-U.S. operations | (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 U.S. $ (27 ) $ 22 $ 14 Non-U.S. 75 109 (211 ) Income (loss) from continuing operations before income taxes and $ 48 $ 131 $ (197 ) |
Schedule of deferred income tax assets and liabilities | (in $ millions) December 31, 2015 December 31, 2014 Deferred tax assets: NOL and tax credit carry forwards $ 376 $ 400 Pension liability 48 51 Accrued liabilities and deferred income 27 22 Equity-based compensation 3 7 Allowance for doubtful accounts 1 2 Other assets 2 4 Less: Valuation allowance (383 ) (421 ) Total deferred tax assets 74 65 Netted against deferred tax liabilities (59 ) (51 ) Deferred tax assets recognized on the balance sheet 15 14 Deferred tax liabilities: Accumulated depreciation and amortization (100 ) (90 ) Other (19 ) (15 ) Total deferred tax liabilities (119 ) (105 ) Netted against deferred tax assets 59 51 Deferred tax liabilities recognized on the balance sheet (60 ) (54 ) Net deferred tax liability $ (45 ) $ (40 ) |
Schedule of provision for income taxes differs from its tax (provision) benefit at the U.S. Federal statutory rate | (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Tax (provision) benefit at U.S. federal statutory rate of 35% $ (17 ) $ (46 ) $ 69 Taxes on non-U.S. operations at alternative rates 63 66 (17 ) Liability for uncertain tax positions (1 ) (3 ) (2 ) Change in valuation allowance (59 ) (138 ) (66 ) Non-taxable income 2 104 — Non-deductible expenses (16 ) (19 ) (7 ) Adjustment in respect of prior years — 1 3 Other 1 (4 ) — Provision for income taxes $ (27 ) $ (39 ) $ (20 ) |
Schedule of reconciliation of beginning and ending amounts of unrecognized tax benefits | (in $ millions) December 31, 2015 December 31, 2014 December 31, 2013 Unrecognized tax benefit − opening balance $ 26 $ 24 $ 23 Gross increases − tax positions in prior periods 57 2 8 Gross decreases − tax positions in prior periods (1 ) — (5 ) Gross increases − tax positions in current period 16 1 1 Decrease related to lapsing of statute of limitations — (1 ) (2 ) Settlements — — (1 ) Decrease due to currency translation adjustments (2 ) — — Unrecognized tax benefit − ending balance $ 96 $ 26 $ 24 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of components and allocation of purchase price of acquisition | (in $ millions) Amount Cash and cash equivalents $ 10 Capitalized software (See Note 6) 21 Goodwill (See Note 7) (1) 77 Other current assets 7 Other non-current assets 1 Other current liabilities (10 ) Other non-current liabilities (3 ) Non-controlling interest (13 ) Total $ 90 1) $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of other current assets | (in $ millions) December 31, 2015 December 31, 2014 Sales and use tax receivables $ 27 $ 28 Prepaid incentives 26 13 Prepaid expenses 26 20 Restricted cash 12 9 Available-for-sale securities — 6 Other 8 8 $ 99 $ 84 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment, net | December 31, 2015 December 31, 2014 (in $ millions) Cost Accumulated depreciation Net Cost Accumulated depreciation Net Capitalized software $ 871 $ (635 ) $ 236 $ 772 $ (554 ) $ 218 Computer equipment 304 (168 ) 136 297 (175 ) 122 Building and leasehold improvements 24 (9 ) 15 24 (9 ) 15 Construction in progress 73 — 73 59 — 59 $ 1,272 $ (812 ) $ 460 $ 1,152 $ (738 ) $ 414 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill and intangible assets | The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2015 and December 31, 2015 are as follows: (in $ millions) January 1, 2015 Additions Retirements Foreign Exchange December 31, 2015 Non-Amortizable Assets: Goodwill $ 997 $ 72 $ — $ (2 ) $ 1,067 Trademarks and tradenames 314 — — — 314 Other Intangible Assets: Acquired intangible assets 1,129 — (3 ) 1 1,127 Accumulated amortization (687 ) (72 ) 3 — (756 ) Acquired intangible assets, net 442 (72 ) — 1 371 Customer loyalty payments 334 75 (98 ) (11 ) 300 Accumulated amortization (157 ) (67 ) 83 5 (136 ) Customer loyalty payments, net 177 8 (15 ) (6 ) 164 Other intangible assets, net $ 619 $ (64 ) $ (15 ) $ (5 ) $ 535 The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2014 and December 31, 2014 are as follows: (in $ millions) January 1, 2014 Additions Retirements Foreign Exchange December 31, 2014 Non-Amortizable Assets: Goodwill $ 986 13 — (2 ) 997 Trademarks and tradenames 314 — — — 314 Other Intangible Assets: Acquired intangible assets 1,129 — — — 1,129 Accumulated amortization (610 ) (77 ) — — (687 ) Acquired intangible assets, net 519 (77 ) — — 442 Customer loyalty payments 306 105 (77 ) — 334 Accumulated amortization (154 ) (76 ) 77 (4 ) (157 ) Customer loyalty payments, net 152 29 — (4 ) 177 Other intangible assets, net $ 671 (48 ) — (4 ) 619 |
Schedule of future amortization expense of acquired intangible assets | Year Ending December 31, (in $ millions) Acquired Intangible Assets Customer Loyalty Payments 2016 46 57 2017 42 44 2018 41 30 2019 41 13 2020 41 7 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Summary of other non-current assets | (in $ millions) December 31, 2015 December 31, 2014 Deferred financing costs (see Note 10) $ 31 $ 37 Supplier prepayments 15 24 Prepaid incentives 9 8 Derivative assets 9 — Pension assets 5 3 Other 9 29 $ 78 $ 101 |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | (in $ millions) December 31, 2015 December 31, 2014 Accrued commissions and incentives $ 241 $ 260 Accrued payroll and related 78 59 Deferred revenue 36 27 Accrued interest expense 19 18 Income tax payable 16 16 Customer prepayments 12 9 Derivative contracts 10 16 Pension and post-retirement benefit liabilities 1 2 Other 18 19 $ 431 $ 426 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | (in $ millions) Interest rate Maturity December 31, 2015 December 31, 2014 Senior Secured Credit Agreement Term loans Dollar denominated (1) L+4.75% September 2021 $ 2,327 $ 2,347 Revolver borrowings Dollar denominated L+5.00% September 2019 — — Capital leases and other indebtedness 134 93 Total debt 2,461 2,440 Less: current portion 74 56 Long-term debt $ 2,387 $ 2,384 (1) Minimum LIBOR floor of 1.00% |
Schedule of aggregate maturities of debt | (in $ millions) Year Ending December 31, 2016 $ 74 2017 60 2018 53 2019 41 2020 26 Thereafter (1) 2,207 $ 2,461 (1) Includes $24 million of unamortized debt discount on term loans as of December 31, 2015. |
Schedule of movement in deferred finance costs | (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Balance as of January 1 $ 37 $ 40 $ 73 Capitalization of debt finance costs — 40 29 Amortization (6 ) (10 ) (21 ) Write-off on early extinguishment of debt — (33 ) (41 ) Balance as of December 31 $ 31 $ 37 $ 40 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of gross fair value of derivative contracts | Fair Value Asset Fair Value (Liability) (in $ millions) Balance Sheet Location December 31, 2015 December 31, 2014 Balance Sheet Location December 31, 2015 December 31, 2014 Interest rate swaps Other $ 9 $ — Other non-current $ — $ — Foreign currency contracts Other current $ — $ — Accrued Expenses $ (10 ) $ (16 ) Foreign currency contracts Other $ — $ — Other non-current $ (1 ) $ — Total fair value $ 9 $ — $ (11 ) $ (16 ) |
Schedule of reconciliation of the movement in the net carrying amount of derivative financial instruments | For the Year Ended (in $ millions) 2015 2014 Net derivative (liability) asset – opening balance (16 ) $ 10 Total loss for the period included in net income (loss) (12 ) (19 ) Total loss for the period accounted through other comprehensive (loss) income — (4 ) Payments on (proceeds from) settlement of foreign currency derivative contracts 26 (3 ) Net derivative liability – closing balance $ (2 ) $ (16 ) |
Schedule of impact of changes in fair values of derivatives | Amount of Gain Amount of Loss Year Ended Location of Gain Year Ended (in $ millions) 2015 2014 2013 2015 2014 2013 Derivatives designated as hedging instruments: Interest rate caps $ — $ 4 $ (4 ) Interest expense, net $ — $ — $ — Derivatives not designated as hedging instruments: Interest rate caps N/A N/A N/A Interest expense, net — (9 ) — Interest rate swaps N/A N/A N/A Interest expense, net 9 — (3 ) Foreign currency contracts N/A N/A N/A Selling, general and (21 ) (19 ) (4 ) $ (12 ) $ (28 ) $ (7 ) |
Schedule of fair values of other financial instruments | December 31, 2015 December 31, 2014 (in $ millions) 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 9 9 — — Derivative liabilities Level 2 (11 ) (11 ) (16 ) (16 ) Total debt Level 2 (2,461 ) (2,431 ) (2,440 ) (2,461 ) |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Summary of other non-current liabilities | (in $ millions) December 31, 2015 December 31, 2014 Pension and post-retirement benefit liabilities $ 129 $ 141 Income tax payable 25 26 Other 72 70 $ 226 $ 237 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of weighted average assumptions to measure the benefit obligation | December 31, December 31, Defined Benefit Pension Plans Discount rate 4.4 % 4.2 % Expected long-term return on plan assets 6.4 % 6.6 % Post-Retirement Benefit Plans Discount rate 4.8 % 4.4 % |
Schedule of fair values of pension plan assets by asset category | The fair values of the Company’s pension plan assets by asset category as of December 31, 2015 are as follows: Pension Plan Assets ($ in millions) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 384 $ 384 Mutual funds (2) 88 — 88 Cash equivalents (3) 11 — 11 Total $ 99 $ 384 $ 483 The fair values of the Company’s pension plan assets by asset category as of December 31, 2014 are as follows: Pension Plan Assets ($ in millions) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 437 $ 437 Mutual funds (2) 72 — 72 Cash equivalents (3) 22 — 22 Total $ 94 $ 437 $ 531 (1) The underlying investments held in common & commingled trust funds are actively managed equity securities and fixed income investment vehicles that are valued at the net asset value per share provided by the fund administrator multiplied by the number of units held as of the measurement date. (2) Values of units are based on the closing price reported on the major market on which the investments are traded and provided by the fund administrator. (3) Cash equivalents comprise of money market funds. |
Schedule of defined benefit pension and other post-retirement benefit plans pay benefits to participants | The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows: (in $ millions) Defined Benefit Pension Plans Post-Retirement Benefit Plans 2016 29 — 2017 30 — 2018 31 — 2019 32 — 2020 33 — Five years thereafter 176 1 |
Defined Benefit Pension Plans | |
Schedule of changes in the benefit obligation and fair value of assets | Defined Benefit Pension Plans (in $ millions) Year Ended 2015 Year Ended 2014 Benefit obligation, beginning of year $ 663 $ 581 Interest cost 26 27 Actuarial (gain) loss (45 ) 94 Benefits paid (36 ) (34 ) Currency translation adjustment (6 ) (5 ) Benefit obligation, end of year $ 602 $ 663 Fair value of plan assets, beginning of year $ 531 $ 523 Return on plan assets (9 ) 41 Employer contribution 3 7 Benefits paid (36 ) (34 ) Currency translation adjustment (6 ) (6 ) Fair value of plan assets, end of year 483 531 Funded status $ (119 ) $ (132 ) |
Schedule of components of net periodic cost (benefit) | Defined Benefit Pension Plans (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Interest cost $ 26 $ 27 $ 24 Expected return on plan assets (33 ) (35 ) (34 ) Recognized net actuarial loss 9 3 14 Net periodic cost (benefit) $ 2 $ (5 ) $ 4 |
Post-Retirement Benefit Plans | |
Schedule of changes in the benefit obligation and fair value of assets | Post-Retirement Benefit Plans (in $ millions) Year Ended 2015 Year Ended 2014 Benefit obligation, beginning of year $ 7 $ 7 Actuarial gains (2 ) — Benefits received 1 — Benefits obligation, end of year $ 6 $ 7 Fair value of plan assets, beginning and end of year — — Funded status $ (6 ) $ (7 ) |
Schedule of components of net periodic cost (benefit) | Post-Retirement Benefit Plans (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 Interest cost $ — $ — $ — Amortization of prior service cost — — — Recognized net actuarial gain — — (1 ) Net periodic benefit $ — $ — $ (1 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments required under non-cancellable operating leases | (in $ millions) Amount 2016 13 2017 12 2018 10 2019 10 2020 9 Thereafter 27 81 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of cash dividends declared | Declaration Date Dividend Record Payment Amount 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 October 28, 2015 $ 0.075 December 4, 2015 December 17, 2015 9 |
Schedule of accumulated other comprehensive income (loss), net of tax | (in $ millions) Currency Adjustments Unrealized Investments Unrealized Hedges Unrealized Securities Unrecognized Plans Accumulated Income (Loss) Balance as of (5 ) (1 ) — — (183 ) (189 ) Activity during period, net of (1) (5 ) 9 (4 ) — 107 107 Balance as of December 31, 2013 (10 ) 8 (4 ) — (76 ) (82 ) Activity during period, net of (1) (11 ) (7 ) 4 6 (84 ) (92 ) Balance as of December 31, 2014 (21 ) 1 — 6 (160 ) (174 ) Activity during period, net of (1) (11 ) (1 ) — (6 ) 14 (4 ) Balance as of December 31, 2015 (32 ) — — — (146 ) (178 ) (1) The tax impact relates to unrecognized actuarial gain (loss) on defined benefit plans. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2013, 2014 and 2015. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule for activity of restricted stock units | Restricted Share Units (in dollars, except number of RSUs) Number Weighted Fair Value Balance as of January 1, 2013 43,527 $ 23.13 Granted at fair market value 4,065,306 $ 4.63 Vested (1) (652,222 ) $ 4.63 Forfeited (96,000 ) $ 4.63 Balance as of December 31, 2013 3,360,611 $ 4.88 Granted at fair market value 3,251,661 $ 18.40 Vested (1) (3,078,827 ) $ 4.81 Forfeited/cancelled (337,023 ) $ 5.86 Balance as of December 31, 2014 3,196,422 $ 18.68 Granted at fair market value 982,700 $ 13.59 Vested (1) (1,942,843 ) $ 19.48 Forfeited/cancelled (63,750 ) $ 16.77 Balance as of December 31, 2015 2,172,529 $ 15.73 (1) The Company completed net share settlements for 275,599 common shares, 1,390,525 common shares and 837,867 common shares for the years ended December 31, 2013, 2014 and 2015, respectively, in connection with employee taxable income created upon vesting of common shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. For the year ended December 31, 2015 these common shares were accounted for as treasury shares by the Company (See Note 1). |
Schedule for activity of stock options | Stock Options (in dollars, except stock options) Number Weighted Fair Value Balance as of January 1, 2013 — — Granted at fair market value 160,000 $ 1.50 Balance as of December 31, 2013 160,000 $ 1.50 Granted at fair market value 1,116,730 $ 7.46 Forfeited/cancelled (5,859 ) $ 6.43 Balance as of December 31, 2014 1,270,871 $ 6.72 Granted at fair market value 217,457 $ 5.06 Forfeited/cancelled (33,690 ) $ 6.43 Balance as of December 31, 2015 1,454,638 $ 6.49 |
Schedule of weighted-average assumptions used for fair values of employee options granted | 2015 2014 Fair value of common share $13.15 − $15.95 16.00 − $20.00 Expected term from grant date (in years) 6.25 3 − 6.25 Risk free interest rate 1.54% − 1.84% 0.80% − 1.67% Expected volatility 42.12% − 49.27% 49% − 60% Dividend yield 2% 0% − 2% |
Schedule of equity-based compensation expense recognized | (in $ millions) Year Ended 2015 Year Ended 2014 Year Ended 2013 RSUs $ 22 $ 40 $ 5 Stock options 3 1 — REUs — — 1 Other 5 — — Total equity-based compensation expense $ 30 $ 41 $ 6 |
Income Per Share (Tables)
Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of numerators and denominators used in the computation of basic and diluted income (loss) per share | (in $ millions, except share data) Year Ended 2015 Year Ended 2014 Year Ended 2013 Numerator – Basic and Diluted income per share: Net income (loss) from continuing operations $ 20 $ 91 $ (207 ) Net income attributable to non-controlling interest in subsidiaries (4 ) (5 ) (3 ) Net income (loss) from continuing operations attributable to the Company $ 16 $ 86 $ (210 ) Denominator – Basic income per share: Weighted average common shares outstanding 122,340,491 85,771,655 45,522,506 Income (loss) per share from continuing operations $ 0.13 $ 1.01 $ (4.62 ) Denominator – Diluted income per share: Number of shares used for Basic income per share 122,340,491 85,771,655 45,522,506 Weighted average effect of dilutive securities RSUs 145,471 1,988,145 — Stock options 53,460 104,290 — Weighted average common shares outstanding – Diluted 122,539,422 87,864,090 45,522,506 Income (loss) per share from continuing operations $ 0.13 $ 0.98 $ (4.62 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of geographic segment information | (in $ millions) United States United Kingdom All Other Countries Total Net Revenue Year ended December 31, 2015 756 187 1,278 2,221 Year ended December 31, 2014 786 174 1,188 2,148 Year ended December 31, 2013 772 162 1,142 2,076 Long-Lived Assets (excluding financial instruments and deferred tax assets) As of December 31, 2015 1,232 17 1,196 2,445 As of December 31, 2014 1,341 18 1,112 2,471 As of December 31, 2013 1,478 39 1,092 2,609 |
Basis of Presentation - (Detail
Basis of Presentation - (Detail Textuals) | Dec. 31, 2015Country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which company operates | 180 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Useful Lives of Various Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Capitalized software | |
Accounting Policies [Line Items] | |
Property and equipment useful life | 3 to 10 years |
Computer equipment | |
Accounting Policies [Line Items] | |
Property and equipment useful life | 3 to 7 years |
Buildings | |
Accounting Policies [Line Items] | |
Property and equipment useful life | up to 30 years |
Leasehold improvements | |
Accounting Policies [Line Items] | |
Property and equipment useful life | up to 20 years |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Amortization of Intangible Assets Over Estimated Useful Lives (Details 1) | 12 Months Ended |
Dec. 31, 2015 | |
Acquired intangible assets | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | 5 to 25 years |
Customer loyalty payments | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | 2 to 10 years (contract period) |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Advertising expenses, included in selling, general and administrative expenses | $ 20 | $ 16 | $ 17 |
Bad debt expense | $ 2 | 3 | 4 |
Percentage of the unadjusted fair value of derivative instruments | 15.00% | ||
Software amortization cost | $ 99 | 87 | 65 |
Interest on capital projects capitalized | 3 | 8 | $ 6 |
Unamortized debt issue cost is in relation to term loans | $ 24 | $ 28 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
U.S. Federal | $ (1) | ||
U.S. State | $ 2 | ||
Non-U.S. | $ (24) | (29) | (21) |
Total | (24) | (30) | (19) |
Deferred | |||
U.S. Federal | (3) | (10) | 3 |
Non-U.S. | 1 | 4 | (2) |
Total | (2) | (6) | 1 |
Non-current | |||
Liabilities for uncertain tax positions | (1) | (3) | (2) |
Provision for income taxes | $ (27) | $ (39) | $ (20) |
Income Taxes - Income (Loss) fr
Income Taxes - Income (Loss) from Continuing Operations Before Income Taxes and Share of (Losses) Earnings in Equity Method Investments for US and Non-US Operations (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (27) | $ 22 | $ 14 |
Non-U.S. | 75 | 109 | (211) |
Income (loss) from continuing operations before income taxes and share of (losses) earnings in equity method investments | $ 48 | $ 131 | $ (197) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details 2) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Valuation Allowance on NOL and tax credit carry forwards | $ 376 | $ 400 |
Pension liability | 48 | 51 |
Accrued liabilities and deferred income | 27 | 22 |
Equity-based compensation | 3 | 7 |
Allowance for doubtful accounts | 1 | 2 |
Other assets | 2 | 4 |
Less: Valuation allowance | (383) | (421) |
Total deferred tax assets | 74 | 65 |
Netted against deferred tax liabilities | (59) | (51) |
Deferred tax assets recognized on the balance sheet | 15 | 14 |
Deferred tax liabilities: | ||
Accumulated depreciation and amortization | (100) | (90) |
Other | (19) | (15) |
Total deferred tax liabilities | (119) | (105) |
Netted against deferred tax assets | 59 | 51 |
Deferred tax liabilities recognized on the balance sheet | (60) | (54) |
Net deferred tax liability | $ (45) | $ (40) |
Income Taxes - Provision for 57
Income Taxes - Provision for Income Taxes Differs from Tax (Provision) Benefit at US Federal Statutory Rate (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Tax (provision) benefit at US federal statutory rate of 35% | $ (17) | $ (46) | $ 69 |
Taxes on non-US operations at alternative rates | 63 | 66 | (17) |
Liability for uncertain tax positions | (1) | (3) | (2) |
Change in valuation allowance | (59) | (138) | (66) |
Non-taxable income | 2 | 104 | |
Non-deductible expenses | (16) | (19) | (7) |
Adjustment in respect of prior years | 1 | 3 | |
Other | 1 | (4) | |
Provision for income taxes | $ (27) | $ (39) | $ (20) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Details 4) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit-opening balance | $ 26 | $ 24 | $ 23 |
Gross increases-tax positions in prior periods | 57 | 2 | 8 |
Gross decreases-tax positions in prior periods | (1) | (5) | |
Gross increases-tax positions in current period | 16 | 1 | 1 |
Decrease related to lapsing of statute of limitations | (1) | (2) | |
Settlements | (1) | ||
Decrease due to currency translation adjustments | (2) | ||
Unrecognized tax benefit-ending balance | $ 96 | $ 26 | $ 24 |
Income Taxes - (Detail Textuals
Income Taxes - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Valuation allowance recorded against deferred tax assets | $ 383 | $ 421 | ||
Increase in equity in case of ultimate realization of deferred tax assets related to equity-based compensation | 10 | |||
Total earnings from foreign subsidiaries | 42 | |||
Unrecognized deferred tax liability temporary differences of foreign subsidiaries | $ 3 | |||
US Federal statutory rate | 35.00% | |||
Unrecognized tax benefits (including interest and penalties thereon) | $ 92 | 26 | $ 24 | $ 23 |
Unrecognized tax benefits within the next twelve months for uncertain tax positions | 1 | |||
Amount of interest and penalties (released) accrued | 1 | 1 | $ 2 | |
Total interest and penalties included in the ending balance of unrecognized tax benefits | 8 | 7 | ||
Unrecognized tax benefits, expected to be realized | 1 | 1 | ||
Valuation Allowance on NOL and tax credit carry forwards | $ 376 | $ 400 | ||
Internal Revenue Code | ||||
Operating Loss Carryforwards [Line Items] | ||||
Beneficial ownership changes percentage | 5.00% | |||
Aggregate change in beneficial ownership interest | more than 50% | |||
Operating loss carryforwards, limitations on use | The utilization of such carry-forwards may be limited upon the occurrence of certain ownership changes, including the purchase or sale of shares by 5% shareholders and the offering of shares by the Company during any three-year period resulting in an aggregate change of more than 50% in the beneficial ownership of the Company. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of a Company’s taxable income that can be offset by these carry-forwards. | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carry forwards | $ 336 | |||
Operating loss carry forwards expiration year, minimum | 2,032 | |||
Operating loss carry forwards expiration year, maximum | 2,035 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carry forwards expiration year, minimum | 2,016 | |||
Operating loss carry forwards expiration year, maximum | 2,035 | |||
Other non-U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carry forwards | $ 827 | |||
Operating loss carry forward expiration period | between three years and indefinitely |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Millions | Dec. 31, 2015USD ($) | |
Business Combinations [Abstract] | ||
Cash and cash equivalents | $ 10 | |
Capitalized software (See Note 6) | 21 | |
Goodwill (See Note 7) | 77 | [1] |
Other current assets | 7 | |
Other non-current assets | 1 | |
Other current liabilities | (10) | |
Other non-current liabilities | (3) | |
Non-controlling interest | (13) | |
Total | $ 90 | |
[1] | $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Business Acquisitions (Parenthe
Business Acquisitions (Parentheticals) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||
Goodwill on acquisition | $ 5 | $ 72 | $ 13 |
Business Acquisitions (Detail T
Business Acquisitions (Detail Textuals) - USD ($) $ in Millions | Oct. 08, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Aggregate purchase price consideration | $ 90 | ||
Cash consideration | 76 | ||
Existing equity interest | 14 | ||
Goodwill (See Note 7) | [1] | $ 77 | |
Locomote | |||
Business Acquisition [Line Items] | |||
Ownership stake earlier | 49.00% | ||
Ownership percentage | 55.00% | ||
Locomote | Maximum | |||
Business Acquisition [Line Items] | |||
Gain recognized on step up acquisition | $ 1 | ||
[1] | $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Sales and use tax receivables | $ 27 | $ 28 |
Prepaid incentives | 26 | 13 |
Prepaid expenses | 26 | 20 |
Restricted cash | 12 | 9 |
Available-for-sale securities | 6 | |
Other | 8 | 8 |
Other current assets, Total | $ 99 | $ 84 |
Other Current Assets (Detail Te
Other Current Assets (Detail Textuals) $ in Millions | 1 Months Ended |
Feb. 28, 2015USD ($) | |
Orbitz Worldwide, Inc. ("Orbitz Worldwide") | |
Schedule Of Other Current Assets [Line Items] | |
Gain on sale of available-for-sale securities reclassified from accumulated other comprehensive loss | $ 6 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,272 | $ 1,152 |
Accumulated depreciation | (812) | (738) |
Net | 460 | 414 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 871 | 772 |
Accumulated depreciation | (635) | (554) |
Net | 236 | 218 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 304 | 297 |
Accumulated depreciation | (168) | (175) |
Net | 136 | 122 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 24 | 24 |
Accumulated depreciation | (9) | (9) |
Net | 15 | 15 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 73 | $ 59 |
Accumulated depreciation | ||
Net | $ 73 | $ 59 |
Property and Equipment, Net - (
Property and Equipment, Net - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Capital lease assets | $ 174 | $ 152 | |
Capital lease assets, accumulated depreciation | 69 | 63 | |
Investment in property and equipment | 156 | 130 | |
Capital lease assets retired on termination | 40 | ||
Assets acquired under capital lease | 90 | ||
Non-cash purchase of software | 34 | ||
Additional capitalized software resulting from acquisitions | 21 | ||
Depreciation expense | 162 | 156 | $ 126 |
Interest on capital projects capitalized | $ 3 | $ 8 | $ 6 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount of Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Non-Amortizable Assets: | |||
Goodwill, Beginning Balance | $ 997 | $ 986 | |
Goodwill, Additions | $ 5 | 72 | 13 |
Goodwill, Foreign Exchange | (2) | (2) | |
Goodwill, Ending Balance | 997 | 1,067 | 997 |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Trademarks and tradenames, Beginning Balance | 314 | 314 | |
Trademarks and tradenames, Ending Balance | 314 | 314 | 314 |
Other Intangible Assets: | |||
Other intangible assets, net, Beginning Balance | 619 | 671 | |
Other intangible assets, net, Additions | (64) | $ (48) | |
Other intangible assets, net, Retirements | (15) | ||
Other intangible assets, net, Foreign Exchange | (5) | $ (4) | |
Other intangible assets, net, Ending Balance | 619 | 535 | 619 |
Trademarks and Trade Names | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Trademarks and tradenames, Beginning Balance | $ 314 | $ 314 | |
Trademarks and tradenames, Additions | |||
Trademarks and tradenames, Retirements | |||
Trademarks and tradenames, Foreign Exchange | |||
Trademarks and tradenames, Ending Balance | 314 | $ 314 | $ 314 |
Acquired intangible assets | |||
Other Intangible Assets: | |||
Total other intangible assets, Beginning Balance | $ 1,129 | $ 1,129 | |
Total other intangible assets, Additions | |||
Total other intangible assets, Retirements | $ (3) | ||
Total other intangible assets, Foreign Exchange | 1 | ||
Total other intangible assets, Ending Balance | 1,129 | 1,127 | $ 1,129 |
Accumulated amortization, Beginning Balance | (687) | (610) | |
Accumulated amortization, Additions | (72) | $ (77) | |
Accumulated amortization, Retirements | $ 3 | ||
Accumulated amortization, Foreign Exchange | |||
Accumulated amortization, Ending Balance | (687) | $ (756) | $ (687) |
Other intangible assets, net, Beginning Balance | 442 | 519 | |
Other intangible assets, net, Additions | $ (72) | $ (77) | |
Other intangible assets, net, Retirements | |||
Other intangible assets, net, Foreign Exchange | $ 1 | ||
Other intangible assets, net, Ending Balance | 442 | 371 | $ 442 |
Customer loyalty payments | |||
Other Intangible Assets: | |||
Total other intangible assets, Beginning Balance | 334 | 306 | |
Total other intangible assets, Additions | 75 | 105 | |
Total other intangible assets, Retirements | (98) | $ (77) | |
Total other intangible assets, Foreign Exchange | (11) | ||
Total other intangible assets, Ending Balance | 334 | 300 | $ 334 |
Accumulated amortization, Beginning Balance | (157) | (154) | |
Accumulated amortization, Additions | (67) | (76) | |
Accumulated amortization, Retirements | 83 | 77 | |
Accumulated amortization, Foreign Exchange | 5 | (4) | |
Accumulated amortization, Ending Balance | (157) | (136) | (157) |
Other intangible assets, net, Beginning Balance | 177 | 152 | |
Other intangible assets, net, Additions | 8 | $ 29 | |
Other intangible assets, net, Retirements | (15) | ||
Other intangible assets, net, Foreign Exchange | (6) | $ (4) | |
Other intangible assets, net, Ending Balance | $ 177 | $ 164 | $ 177 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Details 1) $ in Millions | Dec. 31, 2015USD ($) |
Acquired intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 46 |
2,017 | 42 |
2,018 | 41 |
2,019 | 41 |
2,020 | 41 |
Customer loyalty payments | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | 57 |
2,017 | 44 |
2,018 | 30 |
2,019 | 13 |
2,020 | $ 7 |
Intangible Assets - (Detail Tex
Intangible Assets - (Detail Textuals) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | $ 5 | $ 72 | $ 13 | |
Customer loyalty payments in cash | 75 | 93 | $ 78 | |
Amortization expense | 72 | 77 | 80 | |
Customer loyalty payments | ||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Amount payable for customer loyalty payments | $ 52 | 42 | 52 | |
Amortization expense | $ 67 | $ 76 | $ 63 |
Other Non-Current Assets - Summ
Other Non-Current Assets - Summary of Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Assets, Noncurrent Disclosure [Abstract] | ||||
Deferred financing costs (see Note 10) | $ 31 | $ 37 | $ 40 | $ 73 |
Supplier prepayments | 15 | 24 | ||
Prepaid incentives | 9 | 8 | ||
Derivative assets | 9 | |||
Pension assets | 5 | 3 | ||
Other | 9 | 29 | ||
Other non-current assets, Total | $ 78 | $ 101 |
Accrued Expenses and Other Cu71
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued commissions and incentives | $ 241 | $ 260 |
Accrued payroll and related | 78 | 59 |
Deferred revenue | 36 | 27 |
Accrued interest expense | 19 | 18 |
Income tax payable | 16 | 16 |
Customer prepayments | 12 | 9 |
Derivative contracts | 10 | 16 |
Pension and post-retirement benefit liabilities | 1 | 2 |
Other | 18 | 19 |
Accrued expenses and other current liabilities | $ 431 | $ 426 |
Accrued Expenses and Other Cu72
Accrued Expenses and Other Current Liabilities - (Detail Textuals) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued commissions and incentives | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued customer loyalty payments | $ 42 | $ 52 |
Accrued payroll and related | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued employee bonuses | $ 48 | $ 35 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Capital leases and other indebtedness | $ 134 | $ 93 | |
Total debt | 2,461 | 2,440 | |
Less: current portion | 74 | 56 | |
Long-term debt | $ 2,387 | 2,384 | |
Senior Secured Credit Agreement | Term Loans | Dollar denominated L+4.75% | |||
Debt Instrument [Line Items] | |||
Variable interest rate percentage | [1] | 4.75% | |
Interest rate description on variable rate | L+4.75% | ||
Maturity | [1] | Sep. 30, 2021 | |
Long-term debt | [1] | $ 2,327 | $ 2,347 |
Senior Secured Credit Agreement | Revolving Credit Facility | Dollar denominated L+5.00% | |||
Debt Instrument [Line Items] | |||
Variable interest rate percentage | 5.00% | ||
Interest rate description on variable rate | L+5.00% | ||
Maturity | Sep. 30, 2019 | ||
Long-term debt | |||
[1] | Minimum LIBOR floor of 1.00% |
Long-Term Debt - Summary of L74
Long-Term Debt - Summary of Long-Term Debt (Parentheticals) (Details) | Dec. 31, 2015 |
Debt Instrument [Line Items] | |
LIBOR floor rate | 1.00% |
Senior Secured Credit Agreement | Term Loans | Minimum | Dollar denominated L+4.75% | |
Debt Instrument [Line Items] | |
LIBOR floor rate | 1.00% |
Long-Term Debt - Aggregate Matu
Long-Term Debt - Aggregate Maturities of Debt (Details 1) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
2,016 | $ 74 | ||
2,017 | 60 | ||
2,018 | 53 | ||
2,019 | 41 | ||
2,020 | 26 | ||
Thereafter | [1] | 2,207 | |
Total debt | $ 2,461 | $ 2,440 | |
[1] | Includes $24 million of unamortized debt discount on term loans as of December 31, 2015. |
Long-Term Debt - Aggregate Ma76
Long-Term Debt - Aggregate Maturities of Debt (Parentheticals) (Details 1) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Debt discount on term loans | $ 24 | $ 28 |
Long-Term Debt - Summary of Mov
Long-Term Debt - Summary of Movement in Deferred Financing Costs (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Finance Costs Noncurrent Net [Roll Forward] | |||
Balance as of January 1 | $ 37 | $ 40 | $ 73 |
Capitalization of debt finance costs | 40 | 29 | |
Amortization | (6) | (10) | (21) |
Write-off on early extinguishment of debt | (33) | (41) | |
Balance as of December 31 | $ 31 | $ 37 | $ 40 |
Long-Term Debt - 2015 - (Detail
Long-Term Debt - 2015 - (Detail Textuals) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Amortization of debt finance costs | $ 6 | $ 10 | $ 21 | ||
Repayment of capital lease obligations | 34 | 32 | |||
Termination of capital lease obligations | 40 | ||||
Capital lease obligations incurred | 90 | 18 | $ 32 | ||
Other indebtedness | 27 | ||||
Other indebtedness repaid | $ 2 | ||||
LIBOR floor rate | 1.00% | ||||
Term Loans | |||||
Debt Instrument [Line Items] | |||||
Repayment of term loans | $ 8 | ||||
LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 5.00% | ||||
Base Rate | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 4.00% | ||||
Senior Secured Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Expected interest rate | LIBOR plus 4.75% | ||||
Senior Secured Credit Agreement | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Repayments of quarterly installments of term loan | $ 24 | ||||
Amortization of debt finance costs | 6 | ||||
Debt discount amortized | $ 4 | ||||
Reduction in interest rate | 0.25% | ||||
Variable interest rate description | 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, reducing the mark-up on LIBOR from 5.00% to 4.75%. The interest rate applicable to the term loans is currently based on, at the Company's election, (i) LIBOR plus 4.75% or (ii) base rate (as defined in the agreement) plus 3.75%. | ||||
Senior Secured Credit Agreement | LIBOR | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 4.75% | 4.75% | |||
Senior Secured Credit Agreement | Base Rate | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 3.75% | ||||
Base floor rate | 2.00% | 2.00% | |||
Senior Secured Credit Agreement | Floor Rate | |||||
Debt Instrument [Line Items] | |||||
LIBOR floor rate | 2.00% | 2.00% | |||
Senior Secured Credit Agreement | Floor Rate | Term Loans | |||||
Debt Instrument [Line Items] | |||||
LIBOR floor rate | 1.00% | 1.00% |
Long-Term Debt - 2014 - (Detail
Long-Term Debt - 2014 - (Detail Textuals 1) € in Millions, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2015 | Sep. 30, 2014USD ($) | Jul. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2014EUR (€)shares | Dec. 31, 2013USD ($) | Jan. 16, 2015USD ($) | Sep. 02, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | $ 571 | $ 473 | |||||||
Loss on extinguishment of debt | $ (108) | (49) | |||||||
Common shares in exchange of debt | shares | 29 | 29 | |||||||
LIBOR floor rate | 1.00% | ||||||||
Credit agreement amended date | Sep. 2, 2014 | Sep. 2, 2014 | |||||||
Proceeds from revolver borrowings | $ 30 | $ 75 | 73 | ||||||
Repayment of revolver borrowings | 30 | $ 75 | 93 | ||||||
LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 5.00% | ||||||||
Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 4.00% | 4.00% | |||||||
Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 312 | ||||||||
Senior Secured Credit Agreement | Floor Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 2.00% | ||||||||
New Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Terms of cash collateral | The new senior secured credit agreement further 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 has to be maintained for outstanding letters of credit. | The new senior secured credit agreement further 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 has to be maintained for outstanding letters of credit. | |||||||
Senior Subordinated Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | $ 313 | ||||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | $ 167 | ||||||||
Bridge Loans | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 5.75% | 5.75% | |||||||
Bridge Loans | Floor Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 1.00% | ||||||||
Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | $ 70 | ||||||||
Repayment of term loans | $ 8 | ||||||||
Term Loans | Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of Long-term Debt | $ 24 | ||||||||
Term Loans | Senior Secured Credit Agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 4.75% | 4.75% | |||||||
Term Loans | Senior Secured Credit Agreement | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 3.75% | ||||||||
Base floor rate | 2.00% | ||||||||
Term Loans | Senior Secured Credit Agreement | Floor Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 1.00% | ||||||||
Term Loans Maturing in 2021 | New Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 2,375 | ||||||||
Discount percentage | 1.25% | ||||||||
Debt instrument quarterly installment percentage | 0.25% | 0.25% | |||||||
Maturity date | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | ||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 125 | ||||||||
Proceeds from revolver borrowings | 73 | ||||||||
Repayment of revolver borrowings | $ 93 | ||||||||
Revolving Credit Facility | New Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 100 | ||||||||
Maturity date | Sep. 30, 2019 | Sep. 30, 2019 | |||||||
Line of credit facility, maximum borrowing capacity | $ 125 | ||||||||
Senior Unsecured Bridge Loan | New Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 425 | ||||||||
Letter of Credit | Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash collateralized letter of credit facility | $ 137 | ||||||||
Letter of Credit | New Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 50 | ||||||||
Old Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 120 | ||||||||
Proceeds from revolver borrowings | $ 75 | ||||||||
Repayment of revolver borrowings | 75 | ||||||||
New Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from revolver borrowings | 30 | ||||||||
Repayment of revolver borrowings | 30 | ||||||||
Remaining capacity under revolving credit facility | $ 101 | ||||||||
Debt Refinancing Transaction | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | 75 | ||||||||
Dollar Denominated Notes | Senior Secured Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | 70 | ||||||||
Loss on extinguishment of debt | 5 | ||||||||
Dollar Denominated Notes | Senior Subordinated Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | 154 | ||||||||
Euro Denominated Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase decrease in long term debt due to foreign exchange fluctuations | 3 | ||||||||
Euro Denominated Notes | Senior Subordinated Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | 159 | € 117 | |||||||
Dollar Denominated Floating Rate Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | 83 | ||||||||
Tranche 1 Dollar Denominated Term Loan | Second Lien Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Exchange of debt for shares | $ 21 | ||||||||
Common shares in exchange of debt | shares | 29 | 29 | |||||||
Senior Notes, Senior Subordinated Notes and Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 28 | ||||||||
Senior notes and second lien Tranche 2 dollar denominated term loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Capitalized payment-in-kind interest | $ 13 |
Long-Term Debt - Capital Leases
Long-Term Debt - Capital Leases - (Detail Textuals 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |||
Repayment of capital lease obligations | $ 34 | $ 32 | |
Capital lease obligations incurred | 90 | $ 18 | $ 32 |
Termination of capital lease obligations | 40 | ||
Other indebtedness | 27 | ||
Other indebtedness repaid | $ 2 |
Long-Term Debt - Debt Finance C
Long-Term Debt - Debt Finance Costs - (Detail Textuals 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |||
Debt finance costs amortized | $ 6 | $ 10 | $ 21 |
Advisory and early repayment fees | $ 46 | $ 5 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value of Company's Derivative Contracts (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 9 | |
Fair Value (Liability) | (10) | $ (16) |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 9 | |
Fair Value (Liability) | (11) | $ (16) |
Interest rate swaps | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 9 | |
Interest rate swaps | Derivatives not designated as hedging instruments | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | ||
Foreign currency contracts | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | ||
Foreign currency contracts | Derivatives not designated as hedging instruments | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | $ (1) | |
Foreign currency contracts | Derivatives not designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | ||
Foreign currency contracts | Derivatives not designated as hedging instruments | Accrued Expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | $ (10) | $ (16) |
Financial Instruments - Summa83
Financial Instruments - Summary of Reconciliation of Net Carrying Amount of Derivative Financial Instruments (Details 1) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Fair Value Of Derivative Net [Roll Forward] | ||
Net derivative (liability) asset - opening balance | $ (16) | $ 10 |
Total loss for the period included in net income (loss) | (12) | (19) |
Total loss for the period accounted through other comprehensive (loss) income | (4) | |
Payments on (proceeds from) settlement of foreign currency derivative contracts | 26 | (3) |
Net derivative liability - closing balance | $ (2) | $ (16) |
Financial Instruments - Impact
Financial Instruments - Impact of Changes in Fair Values of Derivatives (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivatives, Fair Value [Line Items] | |||
Derivative Instruments, Amount of Loss Recorded in Net Income (Loss) | $ (12) | $ (28) | $ (7) |
Derivatives designated as hedging instruments | Interest rate caps | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Instruments, Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income | $ 4 | $ (4) | |
Derivatives designated as hedging instruments | Interest rate caps | Interest expense, net | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Instruments, Amount of Loss Recorded in Net Income (Loss) | |||
Derivatives not designated as hedging instruments | Interest rate caps | Interest expense, net | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Instruments, Amount of Loss Recorded in Net Income (Loss) | $ (9) | ||
Derivatives not designated as hedging instruments | Interest rate swaps | Interest expense, net | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Instruments, Amount of Loss Recorded in Net Income (Loss) | $ 9 | $ (3) | |
Derivatives not designated as hedging instruments | Foreign currency contracts | Selling, general and administrative | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Instruments, Amount of Loss Recorded in Net Income (Loss) | $ (21) | $ (19) | $ (4) |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Company's Other Financial Instruments (Details 3) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | $ 9 | |
Derivative liabilities | (10) | $ (16) |
Total debt | $ (2,461) | (2,440) |
Carrying Amount | Level 1 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Available-for-sale securities | $ 6 | |
Carrying Amount | Level 2 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | $ 9 | |
Derivative liabilities | (11) | $ (16) |
Total debt | $ (2,461) | (2,440) |
Fair Value | Level 1 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Available-for-sale securities | $ 6 | |
Fair Value | Level 2 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | $ 9 | |
Derivative liabilities | (11) | $ (16) |
Total debt | $ (2,431) | $ (2,461) |
Financial Instruments - (Detail
Financial Instruments - (Detail Textuals) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | |
Derivatives, Fair Value [Line Items] | ||||||
Net liability position related to derivative financial instruments | $ 2 | |||||
LIBOR floor rate | 1.00% | |||||
Term loan, variable basis rate description | LIBOR | |||||
Proceeds from settlement of derivative instruments | $ 3 | $ 4 | ||||
Credit risk fair value adjustments | 15.00% | |||||
Probability of default percentage | 3.00% | |||||
Credit default recovery rate percentage | 20.00% | |||||
Change in unobservable inputs percentage | 10.00% | |||||
LIBOR | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Interest rate cap on derivative contracts | 1.50% | |||||
Interest rate caps | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Accumulated reclassifying losses | $ (8) | $ (3) | ||||
Foreign currency forward contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative contracts, notional amounts | $ 337 | |||||
Foreign currency contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Proceeds from settlement of derivative instruments | $ 3 | |||||
Interest rate swaps | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative contracts, notional amounts | $ 1,400 |
Other Non-Current Liabilities -
Other Non-Current Liabilities - Summary of Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities, Noncurrent [Abstract] | ||
Pension and post-retirement benefit liabilities | $ 129 | $ 141 |
Income tax payable | 25 | 26 |
Other | 72 | 70 |
Other non-current liabilities, Total | $ 226 | $ 237 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Changes in Benefit Obligation and Fair Value of Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Employer contribution | $ 3 | ||
Defined Benefit Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | 663 | $ 581 | |
Interest cost | 26 | 27 | $ 24 |
Actuarial (gain) loss | (45) | 94 | |
Benefits paid | (36) | (34) | |
Currency translation adjustment | (6) | (5) | |
Benefit obligation, end of year | 602 | 663 | 581 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | 531 | 523 | |
Return on plan assets | (9) | 41 | |
Employer contribution | 3 | 7 | |
Benefits paid | (36) | (34) | |
Currency translation adjustment | (6) | (6) | |
Fair value of plan assets, end of year | 483 | 531 | $ 523 |
Funded status | (119) | (132) | |
Post-Retirement Benefit Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | $ 7 | $ 7 | |
Interest cost | |||
Actuarial (gain) loss | $ (2) | ||
Benefits received | 1 | ||
Benefit obligation, end of year | $ 6 | $ 7 | $ 7 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | |||
Fair value of plan assets, end of year | |||
Funded status | $ (6) | $ (7) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 26 | $ 27 | $ 24 |
Expected return on plan assets | (33) | (35) | (34) |
Recognized net actuarial loss (gain) | 9 | 3 | 14 |
Net periodic cost (benefit) | $ 2 | $ (5) | $ 4 |
Post-Retirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | |||
Recognized net actuarial loss (gain) | $ (1) | ||
Net periodic cost (benefit) | $ (1) | ||
Amortization of prior service cost |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted Average Assumptions to Measure Benefit Obligation (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.40% | 4.20% |
Expected long-term return on plan assets | 6.40% | 6.60% |
Post-Retirement Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.80% | 4.40% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Values of Company's Pension Plan Assets (Details 3) - Defined Benefit Pension Plans - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | $ 483 | $ 531 | $ 523 | |
Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 99 | 94 | ||
Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 384 | 437 | ||
Common & commingled trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [1] | 384 | 437 | |
Common & commingled trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [1] | 384 | 437 | |
Mutual funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [2] | 88 | 72 | |
Mutual funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [2] | 88 | 72 | |
Cash equivalents | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [3] | 11 | 22 | |
Cash equivalents | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [3] | $ 11 | $ 22 | |
[1] | The underlying investments held in common & commingled trust funds are actively managed equity securities and fixed income investment vehicles that are valued at the net asset value per share provided by the fund administrator multiplied by the number of units held as of the measurement date. | |||
[2] | Values of units are based on the closing price reported on the major market on which the investments are traded and provided by the fund administrator. | |||
[3] | Cash equivalents comprise of money market funds. |
Employee Benefit Plans - Future
Employee Benefit Plans - Future Benefit Payments of Defined Benefit Pension and Other Post-Retirement Benefit Plans (Details 4) $ in Millions | Dec. 31, 2015USD ($) |
Defined Benefit Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | $ 29 |
2,017 | 30 |
2,018 | 31 |
2,019 | 32 |
2,020 | 33 |
Five years thereafter | $ 176 |
Post-Retirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Five years thereafter | $ 1 |
Employee Benefit Plans - (Detai
Employee Benefit Plans - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Company's contributions in plan | $ 14 | $ 13 | $ 15 |
Company's estimated contributions to defined benefit pension and post-retirement benefit in 2016 | 3 | ||
Company's contributions to defined benefit pension and post-retirement benefit | 3 | ||
Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate accumulated benefit obligations | 602 | 663 | |
Aggregate benefit obligation for employees | 602 | 663 | 581 |
Aggregate fair value of plan assets | 483 | 531 | 523 |
Unrecognized acturial gain (loss) | (151) | (163) | |
Mortality improvement scale MP-2014, increased pension liability | 9 | ||
Benefits paid | $ 36 | 34 | |
Defined Benefit Pension Plans | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 42.00% | ||
Defined Benefit Pension Plans | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 50.00% | ||
Defined Benefit Pension Plans | Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 80.00% | ||
Post-Retirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | $ 6 | $ 7 | $ 7 |
Aggregate fair value of plan assets | |||
Unrecognized acturial gain (loss) | $ 3 | $ 2 | |
Assumed heath care cost trend rate | 8.00% | ||
Assumed heath care cost trend ultimate rate | 5.00% | ||
Health care cost trend reduced year | 6 years | ||
U.S. non-contributory defined benefit plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Benefits paid | $ 11 | 9 | |
Other Non-US, Define Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | 86 | 91 | |
Aggregate fair value of plan assets | $ 90 | $ 93 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Required under Non-Cancellable Operating Leases (Details) $ in Millions | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 13 |
2,017 | 12 |
2,018 | 10 |
2,019 | 10 |
2,020 | 9 |
Thereafter | 27 |
Total | $ 81 |
Commitments and Contingencies95
Commitments and Contingencies - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Line Items] | |||
Total rental expenses | $ 16 | $ 16 | $ 18 |
Capital leases and other indebtedness | 134 | $ 93 | |
Outstanding purchase commitments | 72 | ||
Purchase obligation for 2016 | 50 | ||
Information technology equipment | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Capital leases and other indebtedness | $ 109 |
Equity - Summary of cash divide
Equity - Summary of cash dividends declared (Details) - Common Shares - USD ($) $ / shares in Units, $ in Millions | May. 01, 2015 | Oct. 28, 2015 | Jul. 31, 2015 | Feb. 19, 2015 |
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.075 |
Dividend payable, declaration date | May 1, 2015 | Oct. 28, 2015 | Jul. 31, 2015 | Feb. 19, 2015 |
Dividend payable, Record Date | Jun. 5, 2015 | Dec. 4, 2015 | Sep. 3, 2015 | Mar. 5, 2015 |
Dividend payable, payment date | Jun. 18, 2015 | Dec. 17, 2015 | Sep. 17, 2015 | Mar. 19, 2015 |
Dividend amount | $ 10 | $ 9 | $ 9 | $ 9 |
Equity - Accumulated other comp
Equity - Accumulated other comprehensive income (loss), net of tax (Details 1) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (174) | $ (82) | $ (189) | |
Activity during period, net of tax | [1] | (4) | (92) | 107 |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (178) | (174) | (82) | |
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (21) | (10) | (5) | |
Activity during period, net of tax | [1] | (11) | (11) | (5) |
Accumulated Other Comprehensive Income (Loss), Ending Balance | (32) | (21) | (10) | |
Unrealized Gain (Loss) on Equity Investments | ||||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | 1 | 8 | (1) | |
Activity during period, net of tax | [1] | $ (1) | (7) | 9 |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 1 | $ 8 | ||
Unrealized Gain (Loss) on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (4) | |||
Activity during period, net of tax | [1] | $ 4 | $ (4) | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ (4) | |||
Unrealized Gain on Available- for-Sale Securities | ||||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ 6 | |||
Activity during period, net of tax | [1] | $ (6) | $ 6 | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 6 | |||
Unrecognized Actuarial Gain (Loss) on Defined Benefit Plans | ||||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (160) | (76) | $ (183) | |
Activity during period, net of tax | [1] | 14 | (84) | 107 |
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ (146) | $ (160) | $ (76) | |
[1] | The tax impact relates to unrecognized actuarial gain (loss) on defined benefit plans. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2013, 2014 and 2015. |
Equity - Accumulated other co98
Equity - Accumulated other comprehensive income (loss), net of tax (Parentheticals) (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | $ 0 | $ 0 | $ 0 |
Unrealized Gain (Loss) on Equity Investments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | 0 | 0 | 0 |
Unrealized Gain (Loss) on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | 0 | 0 | 0 |
Unrealized Gain on Available- for-Sale Securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | 0 | 0 | 0 |
Unrecognized Actuarial Gain (Loss) on Defined Benefit Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | $ 0 | $ 2 | $ 2 |
Equity - (Detail Textuals)
Equity - (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 17, 2016 | Nov. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Note [Line Items] | |||||||
Authorized share capital | $ 1,962,500 | ||||||
Common stock, shares authorized | 560,000,000 | 560,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 | |||||
Preferred stock, share authorized | 225,000,000 | 225,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 | |||||
Common stock, shares outstanding | 123,631,474 | 121,411,360 | |||||
Number of vote per share | One vote | ||||||
Net proceeds from offering after deducting underwriting discount, commission and offering expenses | $ 445,000,000 | ||||||
Exchange of debt for shares | $ 571,000,000 | $ 473,000,000 | |||||
Aggregate shares issued in exchange for debt | 29,000,000 | ||||||
Fair value of shares issued | $ 585,000,000 | ||||||
Loss on extinguishment of debt | 28,000,000 | ||||||
Cost associated with the debt-for equity exchange | 12,000,000 | ||||||
Purchase of non-controlling interest in a subsidiary | 3,000,000 | $ 65,000,000 | |||||
Treasury shares issued on vesting of equity awards | 4,000,000 | ||||||
Treasury shares purchased in relation to vesting of equity awards | 13,000,000 | ||||||
Sale of treasury shares | 12,000,000 | ||||||
Term Loans | |||||||
Equity Note [Line Items] | |||||||
Exchange of debt for shares | $ 70,000,000 | ||||||
Treasury Shares | |||||||
Equity Note [Line Items] | |||||||
Treasury shares issued on vesting of equity awards | $ 4,000,000 | ||||||
Sale of treasury shares in registered offering (in shares) | 850,000 | ||||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 837,867 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ 13,000,000 | ||||||
Senior Notes | |||||||
Equity Note [Line Items] | |||||||
Exchange of debt for shares | 167,000,000 | ||||||
Senior Subordinated Notes | |||||||
Equity Note [Line Items] | |||||||
Exchange of debt for shares | 313,000,000 | ||||||
Tranche 1 Dollar Denominated Term Loan | |||||||
Equity Note [Line Items] | |||||||
Exchange of debt for shares | $ 21,000,000 | ||||||
Subsequent Event | |||||||
Equity Note [Line Items] | |||||||
Dividend declared | $ 0.075 | ||||||
Dividend payable, declaration date | Feb. 17, 2016 | ||||||
eNett | |||||||
Equity Note [Line Items] | |||||||
Acquisition of additional equity from non-controlling shareholders | 16.00% | ||||||
Ownership percentage | 71.00% | ||||||
Purchase of non-controlling interest in a subsidiary | $ 3,000,000 | $ 65,000,000 | |||||
IPO | |||||||
Equity Note [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0025 | ||||||
Issue of common stock, shares | 30,000,000 | ||||||
Sale price of shares, per share | $ 16 | ||||||
Net proceeds from offering after deducting underwriting discount, commission and offering expenses | $ 445,000,000 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Company's Equity Award Programs RSUs (Details) - Restricted Share Units (RSU) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Number | ||||
Beginning Balance | 3,196,422 | 3,360,611 | 43,527 | |
Granted at fair market value | 982,700 | 3,251,661 | 4,065,306 | |
Vested | [1] | (1,942,843) | (3,078,827) | (652,222) |
Forfeited/cancelled | (63,750) | (337,023) | (96,000) | |
Ending Balance | 2,172,529 | 3,196,422 | 3,360,611 | |
Weighted Average Grant Date Fair Value | ||||
Beginning Balance | $ 18.68 | $ 4.88 | $ 23.13 | |
Granted at fair market value | 13.59 | 18.40 | 4.63 | |
Vested | [1] | 19.48 | 4.81 | 4.63 |
Forfeited/Cancelled | 16.77 | 5.86 | 4.63 | |
Ending Balance | $ 15.73 | $ 18.68 | $ 4.88 | |
[1] | The Company completed net share settlements for 275,599 common shares, 1,390,525 common shares and 837,867 common shares for the years ended December 31, 2013, 2014 and 2015, respectively, in connection with employee taxable income created upon vesting of common shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. For the year ended December 31, 2015 these common shares were accounted for as treasury shares by the Company (See Note 1). |
Equity-Based Compensation - 101
Equity-Based Compensation - Summary of Company's Equity Award Programs (Parentheticals) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Restricted share units and stock options, net share settlements | 837,867 | 1,390,525 | 275,599 |
Equity-Based Compensation - 102
Equity-Based Compensation - Summary of Company's Equity Award Programs options (Details 1) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number | |||
Beginning Balance | 1,270,871 | 160,000 | |
Granted at fair market value | 217,457 | 1,116,730 | 160,000 |
Forfeited/Cancelled | (33,690) | (5,859) | |
Ending Balance | 1,454,638 | 1,270,871 | 160,000 |
Weighted Average Grant Date Fair Value | |||
Beginning Balance | $ 6.72 | $ 1.50 | |
Granted at fair market value | 5.06 | 7.46 | $ 1.50 |
Forfeited/Cancelled | 6.43 | 6.43 | |
Ending Balance | $ 6.49 | $ 6.72 | $ 1.50 |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair values of employee options granted using weighted-average assumptions (Details 2) - Stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term from grant date (in years) | 6 years 3 months | |
Dividend yield | 2.00% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common share | $ 13.15 | $ 16 |
Expected term from grant date (in years) | 3 years | |
Risk free interest rate | 1.54% | 0.80% |
Expected volatility | 42.12% | 49.00% |
Dividend yield | 0.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common share | $ 15.95 | $ 20 |
Expected term from grant date (in years) | 6 years 3 months | |
Risk free interest rate | 1.84% | 1.67% |
Expected volatility | 49.27% | 60.00% |
Dividend yield | 2.00% |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense Recognized in Consolidated Financial Statements (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 30 | $ 41 | $ 6 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 22 | 40 | $ 5 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 3 | $ 1 | |
REUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 1 | ||
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 5 |
Equity-Based Compensation - (De
Equity-Based Compensation - (Detail Textuals) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2014 | May. 31, 2014 | Jun. 30, 2013 | May. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | $ 30 | $ 41 | $ 6 | ||||||
Restricted Share Units (RSU) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards granted | 982,700 | 3,251,661 | 4,065,306 | ||||||
Number of awards vested | [1] | 1,942,843 | 3,078,827 | 652,222 | |||||
Compensation cost | $ 22 | $ 40 | $ 5 | ||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | $ 3 | $ 1 | |||||||
Number of stock options granted | 217,457 | 1,116,730 | 160,000 | ||||||
Time based vesting options | 160,000 | ||||||||
Performance based vesting options | 160,000 | ||||||||
Contractual life of options | 5 years | ||||||||
Stock options | Vested on April 15, 2015 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vesting percentage | 50.00% | ||||||||
Stock options | Vest on April 15, 2016 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vesting percentage | 50.00% | ||||||||
Stock options | Douglas M. Steenland | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity awards authorized for grant | 320,000 | ||||||||
2011 Equity Plan | Time-based Restricted Stock Units (TRSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity awards authorized for grant | 62,286 | ||||||||
2011 Equity Plan | Common Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity awards authorized for grant | 208,000 | ||||||||
2013 Equity Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity awards authorized for grant | 6,700,000 | ||||||||
Shares granted and vesting description | In May 2013, 6 million RSUs were granted to employees, with two-thirds, or 4 million TRSUs, vesting one-sixth semi-annually on April 15 and October 15 each year for a period of three years, if the employee continued to remain in employment. The balance of one-third, or 2 million PRSUs, were to vest on April 15, 2015 upon satisfaction of certain performance conditions. As the performance conditions were not communicated to the employees at the time of grant, the 2 million PRSUs were not considered as granted for accounting purposes in May 2013. In May 2014, the Company communicated performance targets for the PRSUs and further granted TRSUs to certain employees. Consequently, 1.9 million RSUs were considered as granted for accounting purposes. | ||||||||
2013 Equity Plan | Restricted Share Units (RSU) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards granted | 1,900,000 | 6,000,000 | |||||||
2013 Equity Plan | Restricted Share Units (RSU) | Time-based Restricted Stock Units (TRSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards granted | 4,000,000 | ||||||||
2013 Equity Plan | Restricted Share Units (RSU) | Performance Share Units (PSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards granted | 2,000,000 | ||||||||
2013 Equity Plan | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted under equity plan | 160,000 | 300,000 | |||||||
Vesting period | 4 years | ||||||||
2013 Equity Plan | IPO | Time-based Restricted Stock Units (TRSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards vested | 2,400,000 | ||||||||
Compensation cost | $ 9 | ||||||||
Vesting period | 4 years | ||||||||
2013 Equity Plan | IPO | Restricted Share Units (RSU) | Time-based Restricted Stock Units (TRSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards granted | 300,000 | ||||||||
2013 Equity Plan | IPO | Restricted Share Units (RSU) | Performance Share Units (PSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards granted | 200,000 | ||||||||
[1] | The Company completed net share settlements for 275,599 common shares, 1,390,525 common shares and 837,867 common shares for the years ended December 31, 2013, 2014 and 2015, respectively, in connection with employee taxable income created upon vesting of common shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. For the year ended December 31, 2015 these common shares were accounted for as treasury shares by the Company (See Note 1). |
Equity-Based Compensation - 106
Equity-Based Compensation - (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Millions | Sep. 05, 2014 | Aug. 04, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price | $ 13.94 | ||||||
Remaining weighted average contractual term in years | 9 years 8 months 27 days | ||||||
Stock options vested | 336,952 | ||||||
Compensation expense credit to equity (deficit) | $ 25 | $ 41 | $ 6 | ||||
Compensation expense offset by a decrease due to net share settlements | 0 | $ 23 | $ 1 | ||||
Future equity-based compensation expense | $ 30 | ||||||
eNett | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares outstanding | 40,700,000 | ||||||
Ownership percentage | 71.00% | ||||||
Restricted Share Units (RSU) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted | 982,700 | 3,251,661 | 4,065,306 | ||||
Number of awards vested | [1] | 1,942,843 | 3,078,827 | 652,222 | |||
REUs | eNett | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity awards authorized for grant | 2,100,000 | ||||||
Number of awards granted | 4,000,000 | ||||||
Number of awards vested | 2,800,000 | ||||||
Partnership Restricted Equity Units - Class A-2 Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity awards authorized for grant | 120,000,000 | ||||||
Number of awards vested | 107,800,000 | ||||||
Maximum | REUs | eNett | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price | $ 3.82 | ||||||
Minimum | REUs | eNett | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price | $ 1 | ||||||
2014 Omnibus Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
2014 Omnibus Equity Incentive Plan | Restricted Share Units (RSU) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted | 200,000 | ||||||
2014 Omnibus Equity Incentive Plan | Performance Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted | 500,000 | ||||||
2014 Omnibus Equity Incentive Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Number of stock options granted | 600,000 | ||||||
2014 Omnibus Equity Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity awards authorized for grant | 6,000,000 | ||||||
2014 Omnibus Equity Incentive Plan | MTT | Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
2014 Omnibus Equity Incentive Plan | MTT | Restricted Share Units (RSU) | Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted | 66,315 | ||||||
2014 Omnibus Equity Incentive Plan | MTT | Performance Share Units (PSUs) | Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted | 70,795 | ||||||
2014 Employee Stock Purchase Plan (2014 ESPP) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity awards authorized for grant | 2,400,000 | ||||||
Number of stock options granted | 0 | ||||||
Purchase price per share of common stock percentage | 85.00% | ||||||
[1] | The Company completed net share settlements for 275,599 common shares, 1,390,525 common shares and 837,867 common shares for the years ended December 31, 2013, 2014 and 2015, respectively, in connection with employee taxable income created upon vesting of common shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. For the year ended December 31, 2015 these common shares were accounted for as treasury shares by the Company (See Note 1). |
Income Per Share - Summary of n
Income Per Share - Summary of numerators and denominators used in the computation of basic and diluted income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator - Basic and Diluted income per share: | |||
Net income (loss) from continuing operations | $ 20 | $ 91 | $ (207) |
Net income attributable to non-controlling interest in subsidiaries | (4) | (5) | (3) |
Net income (loss) from continuing operations attributable to the Company | $ 16 | $ 86 | $ (210) |
Denominator - Basic income per share: | |||
Weighted average common shares outstanding | 122,340,491 | 85,771,655 | 45,522,506 |
Income (loss) per share from continuing operations | $ 0.13 | $ 1.01 | $ (4.62) |
Denominator - Diluted income per share: | |||
Number of shares used for Basic income per share | 122,340,491 | 85,771,655 | 45,522,506 |
Weighted average effect of dilutive securities | |||
RSUs | 145,471 | 1,988,145 | |
Stock options | 53,460 | 104,290 | |
Weighted average common shares outstanding - Diluted (in shares) | 122,539,422 | 87,864,090 | 45,522,506 |
Income (loss) per share from continuing operations | $ 0.13 | $ 0.98 | $ (4.62) |
Income Per Share - (Detail Text
Income Per Share - (Detail Textuals) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock Units and Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common share equivalents excluded from the calculation of diluted earnings per share | 3.5 | ||
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common share equivalents excluded from the calculation of diluted earnings per share | 1.2 | 0.2 |
Segment Information - Geographi
Segment Information - Geographic Segment Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 2,221 | $ 2,148 | $ 2,076 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 2,445 | 2,471 | 2,609 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 756 | 786 | 772 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 1,232 | 1,341 | 1,478 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 187 | 174 | 162 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 17 | 18 | 39 |
All Other Countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,278 | 1,188 | 1,142 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | $ 1,196 | $ 1,112 | $ 1,092 |
Segment Information - (Detail T
Segment Information - (Detail Textuals) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segment | 1 |
Travel Commerce Platform | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 94.00% |
Technology Services | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 6.00% |
Related Party Transactions - (D
Related Party Transactions - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Transaction and Monitoring Fee Arrangement | |||
Related Party Transaction [Line Items] | |||
Payments made under the transaction and monitoring fee arrangement | $ 26 | $ 6 | |
Hilton Hotels Corporation | |||
Related Party Transaction [Line Items] | |||
Revenue from booking fees received | 9 | ||
Wyndham Hotel Group | |||
Related Party Transaction [Line Items] | |||
Revenue from booking fees received | 3 | ||
Blackstone | |||
Related Party Transaction [Line Items] | |||
Paid for advisory and consulting services | $ 11 | $ 7 | |
FMR LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 10.00% |
Discontinued Operations - (Deta
Discontinued Operations - (Detail Textuals) $ in Millions | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Gain realized on settlement of obligation | $ 4 |
Subsequent Events - (Detail Tex
Subsequent Events - (Detail Textuals) - Subsequent Event | 1 Months Ended |
Feb. 17, 2016$ / shares | |
Subsequent Event [Line Items] | |
Dividend per share | $ 0.075 |
Dividend payable, declaration date | Feb. 17, 2016 |
Dividend payable, record date | Mar. 3, 2016 |
Dividend payable, payment date | Mar. 17, 2016 |
Schedule II-Valuation and Qu114
Schedule II-Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 14 | $ 13 | $ 16 |
Charged to Expense or Other Accounts | 2 | 3 | 4 |
Write-Offs and Other Adjustments | (1) | (2) | (7) |
Balance at End of Period | 15 | 14 | 13 |
Valuation Allowance for Deferred Tax Assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 421 | 345 | 302 |
Charged to Expense or Other Accounts | 54 | 166 | 24 |
Write-Offs and Other Adjustments | (92) | (90) | 19 |
Balance at End of Period | $ 383 | $ 421 | $ 345 |