Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

9 Months Ended

Sep. 30, 2011

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

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

17.  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 nine months ended September 30, 2011 and 2010, consolidating condensed balance sheets as of September 30, 2011 and December 31, 2010, and the consolidating condensed statements of cash flows for the nine months ended September 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 nine months ended September 30, 2010 and the consolidating condensed statements of cash flows for the nine months ended September 30, 2010 have been re-presented as non-guarantor subsidiaries.

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

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net revenue		—			—			—			227			282			—		509
Costs and expenses
Cost of revenue		—			—			—			137			176			—		313
Selling, general and administrative		1			—			8			8			72			—		89
Depreciation and amortization		—			—			—			48			8			—		56
Total costs and expenses		1			—			8			193			256			—		458
Operating (loss) income		(1	)		—			(8	)		34			26			—		51
Interest expense, net		(1	)		—			(71	)		(2	)		—			—		(74	)
Equity in (losses) earnings of subsidiaries		(24	)		(50	)		29			—			—			45		—
(Loss) income from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		(26	)		(50	)		(50	)		32			26			45		(23	)
Provision for income taxes		—			—			—			(3	)		(5	)		—		(8	)
Equity in earnings of investment in Orbitz Worldwide		—			5			—			—			—			—		5
Net (loss) income from continuing operations		(26	)		(45	)		(50	)		29			21			45		(26	)
Income from discontinued operations, net of tax		—			—			—			—			—			—		—
Net (loss) income		(26	)		(45	)		(50	)		29			21			45		(26	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Net (loss) income attributable to the Company		(26	)		(45	)		(50	)		29			21			45		(26	)

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2011

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenue		—			—			—			695			875			—			1,570
Costs and expenses
Cost of revenue		—			—			—			422			518			—			940
Selling, general and administrative		4			—			5			43			209			—			261
Restructuring charges		—			—			—			4			—			—			4
Depreciation and amortization		—			—			—			145			24			—			169
Total costs and expenses		4			—			5			614			751			—			1,374
Operating (loss) income		(4	)		—			(5	)		81			124			—			196
Interest expense, net		(1	)		—			(218	)		(4	)		—			—			(223	)
Equity in earnings (losses) of subsidiaries		276			(174	)		71			—			—			(173	)		—
Income (loss) from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		271			(174	)		(152	)		77			124			(173	)		(27	)
Provision for income taxes		—			(1	)		—			(6	)		(20	)		—			(27	)
Equity in earnings of investment in Orbitz Worldwide		—			4			—			—			—			—			4
Net income (loss) from continuing operations		271			(171	)		(152	)		71			104			(173	)		(50	)
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)		257			(171	)		(174	)		71			446			(173	)		256
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—			1
Net income (loss) attributable to the Company		257			(171	)		(174	)		71			447			(173	)		257

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

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net revenue		—			—			—			232			256			—		488
Costs and expenses
Cost of revenue		—			—			—			121			158			—		279
Selling, general and administrative		4			—			(2	)		60			17			—		79
Depreciation and amortization		—			—			—			45			10			—		55
Total costs and expenses		4			—			(2	)		226			185			—		413
Operating (loss) income		(4	)		—			2			6			71			—		75
Interest expense, net		—			—			(71	)		(2	)		—			—		(73	)
Equity in earnings (losses) of subsidiaries		29			(62	)		7			—			—			26		—
Income (loss) from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		25			(62	)		(62	)		4			71			26		2
Provision for income taxes		—			—			—			(1	)		(6	)		—		(7	)
Equity in earnings of investment in Orbitz Worldwide		—			8			—			—			—			—		8
Net income (loss) from continuing operations		25			(54	)		(62	)		3			65			26		3
Income from discontinued operations, net of tax		—			—			—			4			17			—		21
Net income (loss)		25			(54	)		(62	)		7			82			26		24
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net income (loss) attributable to the Company		25			(54	)		(62	)		7			83			26		25

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2010

				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net revenue		—			—			—			726			818			—		1,544
Costs and expenses
Cost of revenue		—			—			—			417			450			—		867
Selling, general and administrative		6			—			6			96			179			—		287
Restructuring charges		—			—			—			4			—			—		4
Depreciation and amortization		—			—			—			132			25			—		157
Total costs and expenses		6			—			6			649			654			—		1,315
Operating (loss) income		(6	)		—			(6	)		77			164			—		229
Interest expense, net		—			—			(196	)		(6	)		—			—		(202	)
Equity in earnings (losses) of subsidiaries		32			(133	)		69			—			—			32		—
Income (loss) from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		26			(133	)		(133	)		71			164			32		27
Provision for income taxes		—			(1	)		—			(12	)		(23	)		—		(36	)
Equity in earnings of investment in Orbitz Worldwide		—			10			—			—			—			—		10
Net income (loss) from continuing operations		26			(124	)		(133	)		59			141			32		1
Income from discontinued operations, net of tax		—			—			—			10			14			—		24
Net income (loss)		26			(124	)		(133	)		69			155			32		25
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net income (loss) attributable to the Company		26			(124	)		(133	)		69			156			32		26

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED BALANCE SHEETS
As of September 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		1			—			47			1		41		—		90
Accounts receivable, net		—			—			—			76		133		—		209
Deferred income taxes		—			—			—			—		4		—		4
Other current assets		—			—			25			37		120		—		182
Total current assets		1			—			72			114		298		—		485
Investment in subsidiary/intercompany		(793	)		(1,266	)		1,837			—		—		222		—
Property and equipment, net		—			—			—			368		73		—		441
Goodwill		—			—			—			980		6		—		986
Trademarks and tradenames		—			—			—			232		82		—		314
Other intangible assets, net		—			—			—			396		306		—		702
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			100			—			—		—		—		100
Non-current deferred income tax		—			—			—			—		4		—		4
Other non-current assets		—			—			108			45		113		—		266
Total assets		(792	)		(1,166	)		2,154			2,135		882		222		3,435
Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			44		52		—		96
Accrued expenses and other current liabilities		2			23			81			41		348		—		495
Current portion of long-term debt		—			—			—			12		—		—		12
Total current liabilities		2			23			81			97		400		—		603
Long-term debt		—			—			3,330			42		—		—		3,372
Deferred income taxes		—			—			—			38		3		—		41
Other non-current liabilities		—			—			9			121		69		—		199
Total liabilities		2			23			3,420			298		472		—		4,215
Total shareholders’ equity/intercompany		(794	)		(1,189	)		(1,266	)		1,837		396		222		(794	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		14		—		14
Total equity		(794	)		(1,189	)		(1,266	)		1,837		410		222		(780	)
Total liabilities and equity		(792	)		(1,166	)		2,154			2,135		882		222		3,435

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 Nine Months Ended September 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)		257			(171	)		(174	)		71			446			(173	)		256
Loss (income) from discontinued operations (including gain from disposal), net of tax		14			—			22			—			(342	)		—			(306	)
Net income (loss) from continuing operations		271			(171	)		(152	)		71			104			(173	)		(50	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			145			24			—			169
Provision for bad debts		—			—			—			1			—			—			1
Amortization of debt finance costs		—			—			14			—			—			—			14
Gain on interest rate derivative instruments		—			—			(10	)		—			—			—			(10	)
Loss on foreign exchange derivative instruments		—			—			5			—			—			—			5
Equity in earnings of investment in Orbitz Worldwide		—			(4	)		—			—			—			—			(4	)
Deferred income taxes		—			—			—			3			—			—			3
Equity in (earnings) losses of subsidiaries		(276	)		174			(71	)		—			—			173			—
FASA liability		—			—			—			(12	)		—			—			(12	)
Defined benefit pension plan funding		—			—			—			(13	)		—			—			(13	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			(16	)		(34	)		—			(50	)
Other current assets		—			—			—			3			8			—			11
Accounts payable, accrued expenses and other current liabilities		—			18			—			41			(54	)		—			5
Other		—			—			—			40			(23	)		—			17
Net cash (used in) provided by operating activities of continuing operations		(5	)		17			(214	)		263			25			—			86
Net cash used in operating activities of discontinued operations		—			—			—			(1	)		(11	)		—			(12	)
Investing activities
Property and equipment additions		—			—			—			(55	)		—			—			(55	)
Net proceeds from sale of GTA business		(10	)		—			14			—			624			—			628
Other		—			—			—			—			5			—			5
Net intercompany funding		105			(17	)		920			(197	)		(811	)		—			—
Net cash provided by (used in) investing activities		95			(17	)		934			(252	)		(182	)		—			578
Financing activities
Principal repayments		—			—			(658	)		(11	)		—			—			(669	)
Proceeds from settlement of derivative contracts		—			—			33			—			—			—			33
Distribution to a parent company		(89	)		—			—			—			—			—			(89	)
Debt finance costs		—			—			(84	)		—			—			—			(84	)
Net cash used in financing activities		(89	)		—			(709	)		(11	)		—			—			(809	)
Effects of changes in exchange rates on cash and cash equivalents		—			—			—			—			5			—			5
Net increase (decrease) in cash and cash equivalents		1			—			11			(1	)		(163	)		—			(152	)
Cash and cash equivalents at beginning of period (including cash of discontinued operations)		—			—			36			2			204			—			242
Cash and cash equivalents of continuing operations at end of period		1			—			47			1			41			—			90

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 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)		26			(124	)		(133	)		69			155			32			25
Income from discontinued operations (including gain from disposal), net of tax		—			—			—			(10	)		(14	)		—			(24	)
Net income (loss) from continuing operations		26			(124	)		(133	)		59			141			32			1
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			132			25			—			157
Provision for bad debts		—			—			—			(1	)		—			—			(1	)
Equity-based compensation		2			—			—			—			—			—			2
Amortization of debt finance costs		—			—			19			—			—			—			19
Loss on interest rate derivative instruments		—			—			5			—			—			—			5
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in earnings of investment in Orbitz Worldwide		—			(10	)		—			—			—			—			(10	)
Deferred income taxes		—			—			—			3			—			—			3
Equity in (earnings) losses of subsidiaries		(32	)		133			(69	)		—			—			(32	)		—
FASA liability		—			—			—			(14	)		—			—			(14	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			12			(43	)		—			(31	)
Other current assets		—			—			—			1			(7	)		—			(6	)
Accounts payable, accrued expenses and other current liabilities		—			15			(25	)		41			(39	)		—			(8	)
Other		—			—			13			17			(41	)		—			(11	)
Net cash (used in) provided by operating activities of continuing operations		(4	)		14			(193	)		250			36			—			103
Net cash (used in) provided by operating activities of discontinued operations		—			—			—			(29	)		180			—			151
Investing activities
Property and equipment additions		—			—			—			(154	)		(5	)		—			(159	)
Investment in Orbitz Worldwide		—			(50	)		—			—			—			—			(50	)
Businesses acquired		—			—			—			(11	)		(5	)		—			(16	)
Loan to a parent company		—			—			—			(9	)		—			—			(9	)
Loan repaid a by parent company		—			—			—			9			—			—			9
Other		—			—			—			5			—			—			5
Net intercompany funding		4			36			220			(87	)		(173	)		—			—
Net cash provided by (used in) investing activities		4			(14	)		220			(247	)		(183	)		—			(220	)
Financing activities
Principal repayments		—			—			(287	)		(8	)		—			—			(295	)
Proceeds from new borrowings		—			—			380			—			—			—			380
Proceeds from settlement of derivative contracts		—			—			10			—			—			—			10
Proceeds on settlement of derivative contracts		—			—			(74	)		—			—			—			(74	)
Debt finance costs		—			—			(5	)		—			—			—			(5	)
Other		—			—			—			(3	)		—			—			(3	)
Net cash provided by (used in) financing activities		—			—			24			(11	)		—			—			13
Effects of changes in exchange rates on cash and cash equivalents		—			—			—			—			5			—			5
Net increase (decrease) in cash and cash equivalents		—			—			51			(37	)		38			—			52
Cash and cash equivalents at beginning of period (including cash of discontinued operations)		—			—			—			38			179			—			217
Cash and cash equivalents at end of period		—			—			51			1			217			—			269
Less: cash of discontinued operations		—			—			—			(1	)		(177	)		—			(178	)
Cash and cash equivalents of continuing operations at end of period		—			—			51			—			40			—			91