Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

6 Months Ended

Jun. 30, 2011

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements [Abstract]

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

15.  Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The Company’s long-term debt is guaranteed by certain wholly-owned subsidiaries incorporated in the US. The guarantees are full, unconditional, joint and several.

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the three and six months ended June 30, 2011 and 2010, consolidating condensed balance sheets as of June 30, 2011 and December 31, 2010, and the consolidating condensed statements of cash flows for the six months ended June 30, 2011 and 2010 for: (a) Travelport Limited (“the Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, “the Intermediate Parent Guarantor”); (c) Travelport LLC and Travelport Inc. (from August 18, 2010) (together, “the Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent and Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis. Certain entities previously reported as guarantor subsidiaries within the Company’s consolidating condensed statements of operations for the three and six months ended June 30, 2010 and the consolidating condensed statements of cash flows for the six months ended June 30, 2010 have been re-presented as non-guarantor subsidiaries.

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2011

				Intermediate
	Parent			Parent						Guarantor		Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net revenue		—			—			—			231		299			—			530
Costs and expenses
Cost of revenue		—			—			—			142		168			—			310
Selling, general and administrative		5			—			(6	)		19		78			—			96
Restructuring charges		—			—			—			1		—			—			1
Depreciation and amortization		—			—			—			49		8			—			57
Total costs and expenses		5			—			(6	)		211		254			—			464
Operating (loss) income		(5	)		—			6			20		45			—			66
Interest expense, net		—			—			(73	)		1		—			—			(72	)
Equity in earnings (losses) of subsidiaries		325			(65	)		24			—		—			(284	)		—
Income (loss) from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		320			(65	)		(43	)		21		45			(284	)		(6	)
Provision for income taxes		—			(1	)		—			—		(7	)		—			(8	)
Equity in earnings of investment in Orbitz Worldwide		—			4			—			—		—			—			4
Net income (loss) from continuing operations		320			(62	)		(43	)		21		38			(284	)		(10	)
Income from discontinued operations, net of tax		—			—			—			—		4			—			4
(Loss) gain from disposal of discontinued operations, net of tax		(14	)		—			(22	)		3		345			—			312
Net income (loss)		306			(62	)		(65	)		24		387			(284	)		306
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—		—			—			—
Net income (loss) attributable to the Company		306			(62	)		(65	)		24		387			(284	)		306

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2011

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenue		—			—			—			468			593			—			1,061
Costs and expenses
Cost of revenue		—			—			—			285			342			—			627
Selling, general and administrative		3			—			(3	)		35			137			—			172
Restructuring charges		—			—			—			4			—			—			4
Depreciation and amortization		—			—			—			97			16			—			113
Total costs and expenses		3			—			(3	)		421			495			—			916
Operating (loss) income		(3	)		—			3			47			98			—			145
Interest expense, net		—			—			(147	)		(2	)		—			—			(149	)
Equity in earnings (losses) of subsidiaries		300			(124	)		42			—			—			(218	)		—
Income (loss) from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		297			(124	)		(102	)		45			98			(218	)		(4	)
Provision for income taxes		—			(1	)		—			(3	)		(15	)		—			(19	)
Equity in losses of investment in Orbitz Worldwide		—			(1	)		—			—			—			—			(1	)
Net income (loss) from continuing operations		297			(126	)		(102	)		42			83			(218	)		(24	)
Loss from discontinued operations, net of tax		—			—			—			(3	)		(3	)		—			(6	)
(Loss) gain from disposal of discontinued operations, net of tax		(14	)		—			(22	)		3			345			—			312
Net income (loss)		283			(126	)		(124	)		42			425			(218	)		282
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—			1
Net income (loss) attributable to the Company		283			(126	)		(124	)		42			426			(218	)		283

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2010

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenue		—			—			—			243			277			—			520
Costs and expenses
Cost of revenue		—			—			—			140			145			—			285
Selling, general and administrative		2			—			5			11			78			—			96
Restructuring charges		—			—			—			3			—			—			3
Depreciation and amortization		—			—			—			47			7			—			54
Total costs and expenses		2			—			5			201			230			—			438
Operating (loss) income		(2	)		—			(5	)		42			47			—			82
Interest expense, net		—			—			(62	)		(1	)		—			—			(63	)
Equity in earnings (losses) of subsidiaries		24			(28	)		39			—			—			(35	)		—
Income (loss) from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		22			(28	)		(28	)		41			47			(35	)		19
Provision for income taxes		—			(1	)		—			(8	)		(5	)		—			(14	)
Equity in earnings of investment in Orbitz Worldwide		—			5			—			—			—			—			5
Net income (loss) from continuing operations		22			(24	)		(28	)		33			42			(35	)		10
Income from discontinued operations, net of tax		—			—			—			6			6			—			12
Net income (loss)		22			(24	)		(28	)		39			48			(35	)		22
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—			—
Net income (loss) attributable to the Company		22			(24	)		(28	)		39			48			(35	)		22

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2010

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net revenue		—			—			—			494			562			—		1,056
Costs and expenses
Cost of revenue		—			—			—			296			292			—		588
Selling, general and administrative		2			—			8			36			162			—		208
Restructuring charges		—			—			—			4			—			—		4
Depreciation and amortization		—			—			—			87			15			—		102
Total costs and expenses		2			—			8			423			469			—		902
Operating (loss) income		(2	)		—			(8	)		71			93			—		154
Interest expense, net		—			—			(125	)		(4	)		—			—		(129	)
Equity in earnings (losses) of subsidiaries		3			(71	)		62			—			—			6		—
Income (loss) from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		1			(71	)		(71	)		67			93			6		25
Provision for income taxes		—			(1	)		—			(11	)		(17	)		—		(29	)
Equity in earnings of investment in Orbitz Worldwide		—			2			—			—			—			—		2
Net income (loss) from continuing operations		1			(70	)		(71	)		56			76			6		(2	)
Income (loss) from discontinued operations, net of tax		—			—			—			6			(3	)		—		3
Net income (loss)		1			(70	)		(71	)		62			73			6		1
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Net income (loss) attributable to the Company		1			(70	)		(71	)		62			73			6		1

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED BALANCE SHEETS
As of June 30, 2011

				Intermediate
	Parent			Parent						Guarantor		Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			197			1		90		—			288
Accounts receivable, net		—			—			—			67		138		—			205
Deferred income taxes		—			—			—			—		4		—			4
Other current assets		1			—			60			43		142		—			246
Total current assets		1			—			257			111		374		—			743
Investment in subsidiary/intercompany		(466	)		(932	)		1,876			—		—		(478	)		—
Property and equipment, net		—			—			—			376		81		—			457
Goodwill		—			—			—			980		7		—			987
Trademarks and tradenames		—			—			—			232		82		—			314
Other intangible assets, net		—			—			—			415		309		—			724
Cash held as collateral		—			—			137			—		—		—			137
Investment in Orbitz Worldwide		—			90			—			—		—		—			90
Non-current deferred income tax		—			—			—			—		4		—			4
Other non-current assets		—			—			58			46		120		—			224
Total assets		(465	)		(842	)		2,328			2,160		977		(478	)		3,680
Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			42		61		—			103
Accrued expenses and other current liabilities		3			23			69			8		430		—			533
Current portion of long-term debt		—			—			—			15		—		—			15
Total current liabilities		3			23			69			65		491		—			651
Long-term debt		—			—			3,181			45		—		—			3,226
Deferred income taxes		—			—			—			38		2		—			40
Other non-current liabilities		—			—			10			136		73		—			219
Total liabilities		3			23			3,260			284		566		—			4,136
Total shareholders’ equity/intercompany		(468	)		(865	)		(932	)		1,876		399		(478	)		(468	)
Equity attributable to non-controlling interest in subsidiaries		—			—						—		12		—			12
Total equity		(468	)		(865	)		(932	)		1,876		411		(478	)		(456	)
Total liabilities and equity		(465	)		(842	)		2,328			2,160		977		(478	)		3,680

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED BALANCE SHEETS
As of December 31, 2010

				Intermediate
	Parent			Parent						Guarantor		Non-Guarantor				Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			36			1		57		—		94
Accounts receivable, net		—			—			—			60		101		—		161
Deferred income taxes		—			—			—			—		4		—		4
Assets of discontinued operations		—			—			—			5		1,061		—		1,066
Other current assets		—			—			36			40		109		—		185
Total current assets		—			—			72			106		1,332		—		1,510
Investment in subsidiary/intercompany		(683	)		(1,756	)		1,861			—		—		578		—
Property and equipment, net		—			—			—			400		84		—		484
Goodwill		—			—			—			980		6		—		986
Trademarks and tradenames		—			—			—			232		82		—		314
Other intangible assets, net		—			—			—			455		315		—		770
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			91			—			—		—		—		91
Non-current deferred income tax		—			—			—			—		4		—		4
Other non-current assets		—			—			43			47		114		—		204
Total assets		(683	)		(1,665	)		2,113			2,220		1,937		578		4,500
Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			47		25		—		72
Accrued expenses and other current liabilities		1			41			92			79		261		—		474
Liabilities of discontinued operations		—			—			—			3		552		—		555
Current portion of long-term debt		—			—			10			8		—		—		18
Total current liabilities		1			41			102			137		838		—		1,119
Long-term debt		—			—			3,755			41		—		—		3,796
Deferred income taxes		—			—			—			35		2		—		37
Other non-current liabilities		—			—			12			146		62		—		220
Total liabilities		1			41			3,869			359		902		—		5,172
Total shareholders’ equity/intercompany		(684	)		(1,706	)		(1,756	)		1,861		1,023		578		(684	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		12		—		12
Total equity		(684	)		(1,706	)		(1,756	)		1,861		1,035		578		(672	)
Total liabilities and equity		(683	)		(1,665	)		2,113			2,220		1,937		578		4,500

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2011

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating activities of continuing operations
Net income (loss)		283			(126	)		(124	)		42			425			(218	)		282
Loss (income) from discontinued operations (including gain from disposal), net of tax		14			—			22			—			(342	)		—			(306	)
Net income (loss) from continuing operations		297			(126	)		(102	)		42			83			(218	)		(24	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			97			16			—			113
Amortization of debt finance costs		—			—			12			—			—			—			12
Gain on interest rate derivative instruments		—			—			(1	)		—			—			—			(1	)
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in losses of investment in Orbitz Worldwide		—			1			—			—			—			—			1
FASA liability		—			—			—			(9	)		—			—			(9	)
Deferred income taxes		—			—			—			3			—			—			3
Equity in losses (earnings) of subsidiaries		(300	)		124			(42	)		—			—			218			—
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			(7	)		(36	)		—			(43	)
Other current assets		—			—			—			(3	)		(7	)		—			(10	)
Accounts payable, accrued expenses and other current liabilities		—			18			—			76			(33	)		—			61
Other		—			—			—			11			(13	)		—			(2	)
Net cash (used in) provided by operating activities of continuing operations		(3	)		17			(136	)		210			10			—			98
Net cash used in operating activities of discontinued operations		—			—			—			(1	)		(11	)		—			(12	)
Investing activities
Property and equipment additions		—			—			—			(29	)		(5	)		—			(34	)
Net proceeds from sale of GTA business		(10	)		—			14			—			629			—			633
Other		—			—			—			—			5			—			5
Net intercompany funding		13			(17	)		929			(177	)		(748	)		—			—
Net cash provided by (used in) investing activities		3			(17	)		943			(206	)		(119	)		—			604
Financing activities
Principal repayments		—			—			(658	)		(4	)		—			—			(662	)
Proceeds from settlement of derivative contracts		—			—			12			—			—			—			12
Net cash used in financing activities		—			—			(646	)		(4	)		—			—			(650	)
Effect of change in exchange rates on cash and cash equivalents		—			—			—			—			6			—			6
Net increase (decrease) in cash and cash equivalents		—			—			161			(1	)		(114	)		—			46
Cash and cash equivalents at beginning of period		—			—			36			2			204			—			242
Cash and cash equivalents at end of period		—			—			197			1			90			—			288
Less: cash of discontinued operations		—			—			—			—			—			—			—
Cash and cash equivalents of continuing operations at end of period		—			—			197			1			90			—			288

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2010

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating activities of continuing operations
Net income (loss)		1			(70	)		(71	)		62			73			6			1
(Income) loss from discontinued operations, net of tax		—			—			—			(6	)		3			—			(3	)
Net income (loss) from continuing operations		1			(70	)		(71	)		56			76			6			(2	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			87			15			—			102
Provision for bad debts		—			—			—			(1	)		—			—			(1	)
Equity-based compensation		—			—			—			3			—			—			3
Amortization of debt finance costs		—			—			8			—			—			—			8
Loss on interest rate derivative instruments		—			—			1			—			—			—			1
Loss on foreign exchange derivative instruments		—			—			2			—			—			—			2
Equity in earnings of investment in Orbitz Worldwide		—			(2	)		—			—			—			—			(2	)
FASA liability		—			—			—			(9	)		—			—			(9	)
Deferred income taxes		—			—			—			2			—			—			2
Equity in (earnings) losses of subsidiaries		(3	)		71			(62	)		—			—			(6	)		—
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			12			(40	)		—			(28	)
Other current assets		—			—			—			1			(4	)		—			(3	)
Accounts payable, accrued expenses and other current liabilities		—			19			(7	)		(4	)		34			—			42
Other		—			—			—			4			(13	)		—			(9	)
Net cash (used in) provided by operating activities of continuing operations		(2	)		18			(129	)		151			68			—			106
Net cash provided by operating activities of discontinued operations		—			—			—			4			94			—			98
Investing activities
Property and equipment additions		—			—			—			(133	)		(3	)		—			(136	)
Investment in Orbitz Worldwide		—			(50	)		—			—			—			—			(50	)
Business acquired		—			—			—			(11	)		(5	)		—			(16	)
Loan to parent		(5	)		—			—			—			—			—			(5	)
Net intercompany funding		7			32			166			(38	)		(167	)		—			—
Other		—			—			—			5			—			—			5
Net cash provided by (used in) investing activities		2			(18	)		166			(177	)		(175	)		—			(202	)
Financing activities
Principal repayments		—			—			(106	)		(6	)		—			—			(112	)
Proceeds from new borrowings		—			—			100			—			—			—			100
Payments on settlement of derivative contracts		—			—			(30	)		—			—			—			(30	)
Net cash used in financing activities		—			—			(36	)		(6	)		—			—			(42	)
Effects of changes in exchange rates on cash and cash equivalents		—			—			—			—			(10	)		—			(10	)
Net increase (decrease) in cash and cash equivalents		—			—			1			(28	)		(23	)		—			(50	)
Cash and cash equivalents at beginning of period		—			—			—			38			179			—			217
Cash and cash equivalents at end of period		—			—			1			10			156			—			167
Less: cash of discontinued operations		—			—			—			(1	)		(115	)		—			(116	)
Cash and cash equivalents of continuing operations at end of period		—			—			1			9			41			—			51