Guarantor and Non-Guarantor Financial Statements

12 Months Ended

Dec. 31, 2011

Guarantor and Non-Guarantor Financial Statements [Abstract]

Guarantor and Non-Guarantor Financial Statements

22.    Guarantor and Non-Guarantor 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 years ended December 31, 2011, 2010 and 2009 , consolidating condensed balance sheets as of December 31, 2011 and 2010 and the consolidating condensed statements of cash flows for the years ended December 31, 2011, 2010 and 2009 for: (a) Travelport Limited (“the Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.a.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 years ended December 31. 2010 and 2009, consolidating condensed balance sheet as of December 31, 2010 and the consolidating condensed statements of cash flows for the years ended December 31, 2010 and 2009 have been represented as non-guarantor subsidiaries.

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			897			1,138			—			2,035
Costs and expenses
Cost of revenue		—			—			—			550			661			—			1,211
Selling, general and administrative		13			—			—			69			276			—			358
Restructuring charges		—			—			—			4			—			—			4
Depreciation and amortization		—			—			—			168			59			—			227
Other expense		—			—			—			—			35			—			35
Total costs and expenses		13			—			—			791			1,031			—			1,835
Operating (loss) income		(13	)		—			—			106			107			—			200
Interest expense, net		(1	)		—			(281	)		(5	)		—			—			(287	)
Equity in earnings (losses) of subsidiaries		203			(208	)		95			—			—			(90	)		—
Income (loss) from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		189			(208	)		(186	)		101			107			(90	)		(87	)
Provision for income taxes		—			(1	)		—			(6	)		(22	)		—			(29	)
Equity in losses of investment in Orbitz Worldwide		—			(18	)		—			—			—			—			(18	)
Net income (loss) from continuing operations		189			(227	)		(186	)		95			85			(90	)		(134	)
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)		175			(227	)		(208	)		95			427			(90	)		172
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			3			—			3
Net income (loss) attributable to the Company		175			(227	)		(208	)		95			430			(90	)		175

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2010

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			889			1,107			—		1,996
Costs and expenses
Cost of revenue		—			—			—			528			591			—		1,119
Selling, general and administrative		9			—			5			85			283			—		382
Restructuring charges		—			—			—			9			2			—		11
Depreciation and amortization		—			—			—			153			57			—		210
Total costs and expenses		9			—			5			775			933			—		1,722
Operating (loss) income		(9	)		—			(5	)		114			174			—		274
Interest expense, net		—			—			(267	)		(5	)		—			—		(272	)
Gain on extinguishment of debt		—			—			2			—			—			—		2
Equity in (losses) earnings of subsidiaries		(34	)		(178	)		92			—			—			120		—
(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(43	)		(178	)		(178	)		109			174			120		4
Provision for income taxes		—			(1	)		—			(18	)		(28	)		—		(47	)
Equity in losses of investment in Orbitz Worldwide		—			(28	)		—			—			—			—		(28	)
(Loss) income from continuing operations, net of tax		(43	)		(207	)		(178	)		91			146			120		(71	)
Income from discontinued operations, net of tax		—			—			—			1			26			—		27
Net (loss) income		(43	)		(207	)		(178	)		92			172			120		(44	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net (loss) income attributable to the Company		(43	)		(207	)		(178	)		92			173			120		(43	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2009

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			557			1,424			—		1,981
Costs and expenses
Cost of revenue		—			—			—			453			596			—		1,049
Selling, general and administrative		(9	)		—			5			169			237			—		402
Restructuring charges		—			—			—			11			4			—		15
Depreciation and amortization		—			—			—			98			89			—		187
Other income		—			—			—			—			(5	)		—		(5	)
Total costs and expenses		(9	)		—			5			731			921			—		1,648
Operating income (loss)		9			—			(5	)		(174	)		503			—		333
Interest expense, net		(2	)		—			(276	)		(8	)		—			—		(286	)
Gain on early extinguishment of debt		—			—			10			—			—			—		10
Equity in (losses) earnings of subsidiaries		(878	)		(440	)		(169	)		—			—			1,487		—
(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(871	)		(440	)		(440	)		(182	)		503			1,487		57
(Provision) benefit for income taxes		—			(3	)		—			13			(33	)		—		(23	)
Equity in losses of investment in Orbitz Worldwide		—			(162	)		—			—			—			—		(162	)
(Loss) income from continuing operations		(871	)		(605	)		(440	)		(169	)		470			1,487		(128	)
Loss from discontinued operations, net of tax		—			—			—			—			(741	)		—		(741	)
Net (loss) income		(871	)		(605	)		(440	)		(169	)		(271	)		1,487		(869	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company		(871	)		(605	)		(440	)		(169	)		(273	)		1,487		(871	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEET

As of December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			84			—		40		—		124
Accounts receivable, net		—			—			—			75		105		—		180
Deferred income taxes		—			—			—			—		3		—		3
Other current assets		—			—			19			29		120		—		168
Total current assets		—			—			103			104		268		—		475
Investment in subsidiary/intercompany		(967	)		(1,829	)		1,283			—		—		1,513		—
Property and equipment, net		—			—			—			362		69		—		431
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			256		425		—		681
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			77			—			—		—		—		77
Non-current deferred income taxes		—			—			—			—		6		—		6
Other non-current assets		—			—			99			45		93		—		237
Total assets		(967	)		(1,752	)		1,622			1,803		1,125		1,513		3,344
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		—			—			—			48		40		—		88
Accrued expenses and other current liabilities		3			2			99			161		220		—		485
Current portion of long-term debt		—			—			35			15		—		—		50
Total current liabilities		3			2			134			224		260		—		623
Long-term debt		—			—			3,309			48		—		—		3,357
Deferred income taxes		—			—			—			38		4		—		42
Other non-current liabilities		—			—			8			210		61		—		279
Total liabilities		3			2			3,451			520		325		—		4,301
Total shareholders’ equity/intercompany		(970	)		(1,754	)		(1,829	)		1,283		787		1,513		(970	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		13		—		13
Total equity		(970	)		(1,754	)		(1,829	)		1,283		800		1,513		(957	)
Total liabilities and equity		(967	)		(1,752	)		1,622			1,803		1,125		1,513		3,344

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEET

As of December 31, 2010

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			36			—		58		—		94
Accounts receivable, net		—			—			—			60		101		—		161
Deferred income taxes		—			—			—			—		4		—		4
Assets of discontinuing operations		—			—			—			5		1,061		—		1,066
Other current assets		—			—			36			40		109		—		185
Total current assets		—			—			72			105		1,333		—		1,510
Investment in subsidiary/intercompany		(683	)		(2,222	)		1,395			—		—		1,510		—
Property and equipment, net		—			—			—			400		84		—		484
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			309		461		—		770
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			91			—			—		—		—		91
Non-current deferred income taxes		—			—			—			—		4		—		4
Other non-current assets		—			—			43			50		111		—		204
Total assets		(683	)		(2,131	)		1,647			1,900		2,257		1,510		4,500
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		—			—			—			47		25		—		72
Accrued expenses and other current liabilities		1			41			92			173		167		—		474
Liabilities of discontinued operations		—			—			—			3		552		—		555
Current portion of long-term debt		—			—			10			8		—		—		18
Total current liabilities		1			41			102			231		744		—		1,119
Long-term debt		—			—			3,755			41		—		—		3,796
Deferred income taxes		—			—			—			35		2		—		37
Other non-current liabilities		—			—			12			198		10		—		220
Total liabilities		1			41			3,869			505		756		—		5,172
Total shareholders’ equity/intercompany		(684	)		(2,172	)		(2,222	)		1,395		1,489		1,510		(684	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		12		—		12
Total equity		(684	)		(2,172	)		(2,222	)		1,395		1,501		1,510		(672	)
Total liabilities and equity		(683	)		(2,131	)		1,647			1,900		2,257		1,510		4,500

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net income (loss)		175			(227	)		(208	)		95			427			(90	)		172
Loss (income) from discontinued operations (including gain from disposal), net of tax		14			—			22			—			(342	)		—			(306	)
Net income (loss) from continuing operations		189			(227	)		(186	)		95			85			(90	)		(134	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			168			59			—			227
Equity based compensation		5			—			—			—			—			—			5
Amortization of debt finance costs		—			—			23			—			—			—			23
Non-cash interest on payment-in-kind debt		—			—			3			—			—			—			3
Gain on interest rate derivative instruments		—			—			(22	)		—			—			—			(22	)
Loss on foreign exchange derivative instruments		—			—			7			—			—			—			7
Equity in losses of investment in Orbitz Worldwide		—			18			—			—			—			—			18
Deferred income taxes		—			—			—			3			—			—			3
Equity in (earnings) losses of subsidiaries		(203	)		208			(95	)		—			—			90			—
FASA liability		—			—			—			(16	)		—			—			(16	)
Defined benefit pension plan funding		—			—			—			(17	)		—			—			(17	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivables		—			—			—			(15	)		(5	)		—			(20	)
Other current assets		—			—			—			11			2			—			13
Accounts payable, accrued expenses and other current liabilities		—			—			—			(11	)		20			—			9
Other		—			—			—			12			13			—			25
Net cash (used in) provided by operating activities of continuing operations		(9	)		(1	)		(270	)		230			174			—			124
Net cash used in operating activities of discontinued operations		—			—			—			(1	)		(11	)		—			(12	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities
Property and equipment additions		—			—		—			(72	)		(5	)		—		(77	)
Net proceeds from sale of GTA business		(10	)		—		14			—			624			—		628
Other		—			—		—			—			5			—		5
Net intercompany funding		111			1		993			(144	)		(961	)		—		—
Net cash provided by (used in) investing activities		101			1		1,007			(216	)		(337	)		—		556
Financing activities
Principal repayments		—			—		(658	)		(14	)		—			—		(672	)
Proceeds from new borrowings		—			—		35			—			—			—		35
Proceeds from settlement of derivative contracts		—			—		34			—			—			—		34
Net share settlement for equity-based compensation		(3	)		—		—			—			—			—		(3	)
Contribution from non-controlling interest shareholders		—			—		—			—			4			—		4
Debt finance costs		—			—		(100	)		—			—			—		(100	)
Distribution to a parent company		(89	)		—		—			—			—			—		(89	)
Net cash (used in) provided by financing activities		(92	)		—		(689	)		(14	)		4			—		(791	)
Effect of changes in exchange rates on cash and cash equivalents		—			—		—			—			5			—		5
Net increase (decrease) in cash and cash equivalents		—			—		48			(1	)		(165	)		—		(118	)
Cash and cash equivalents at beginning of year (including cash of discontinued operations)		—			—		36			1			205			—		242
Cash and cash equivalents of continuing operations at end of year		—			—		84			—			40			—		124

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2010

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net (loss) income		(43	)		(207	)		(178	)		92			172			120			(44	)
Income from discontinued operations		—			—			—			(1	)		(26	)		—			(27	)
Net (loss) income from continuing operations		(43	)		(207	)		(178	)		91			146			120			(71	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			153			57			—			210
Equity-based compensation		5			—			—			—			—			—			5
Gain on early extinguishment of debt		—			—			(2	)		—			—			—			(2	)
Amortization of debt finance costs and debt discount		—			—			23			—			—			—			23
Gain on interest rate derivative instruments		—			—			(6	)		—			—			—			(6	)
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in losses of investment in Orbitz Worldwide		—			28			—			—			—			—			28
Deferred income taxes		—			—			—			19			2			—			21
Equity in losses (earnings) of subsidiaries		34			178			(92	)		—			—			(120	)		—
FASA liability		—			—			—			(18	)		—			—			(18	)
Defined benefit plan contributions		—			—			—			(3	)		—			—			(3	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			17			(13	)		—			4
Other current assets		—			—			—			6			(20	)		—			(14	)
Accounts payable, accrued expenses and other current liabilities		—			12			19			(28	)		14			—			17
Other		—			—			13			14			(37	)		—			(10	)
Net cash (used in) provided by operating activities of continuing operations		(4	)		11			(226	)		251			149			—			181
Net cash provided by operating activities of discontinued operations		—			—			—			36			67			—			103

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2010

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities
Property and equipment additions		—		—			—			(173	)		(9	)		—		(182	)
Investment in Orbitz Worldwide		—		(50	)		—			—			—			—		(50	)
Businesses acquired		—		—			—			—			(16	)		—		(16	)
Loan to parent company		—		—			—			(9	)		—			—		(9	)
Loan repaid by parent company		—		—			—			9			—			—		9
Proceeds from asset sales		—		—			—			2			—			—		2
Net intercompany funding		4		39			271			(148	)		(166	)		—		—
Other		—		—			—			5			—			—		5
Net cash provided by (used in) investing activities		4		(11	)		271			(314	)		(191	)		—		(241	)
Financing activities
Principal repayments		—		—			(308	)		(10	)		—			—		(318	)
Proceeds from new borrowings		—		—			517			—			—			—		517
Cash provided as collateral		—		—			(137	)		—			—			—		(137	)
Payments on settlement of derivative contracts		—		—			(77	)		—			—			—		(77	)
Proceeds on settlement of derivative contracts		—		—			16			—			—			—		16
Debt finance costs		—		—			(20	)		—			—			—		(20	)
Other		—		—			—			—			(3	)		—		(3	)
Net cash used in financing activities		—		—			(9	)		(10	)		(3	)		—		(22	)
Effects of changes in exchange rates on cash and cash equivalents		—		—			—			—			4			—		4
Net increase (decrease) in cash and cash equivalents		—		—			36			(37	)		26			—		25
Cash and cash equivalents at beginning of year (including cash of discontinued operations)		—		—			—			38			179			—		217
Cash and cash equivalents at end of year		—		—			36			1			205			—		242
Less: cash of discontinued operations		—		—			—			(1	)		(147	)		—		(148	)
Cash and cash equivalents of continuing operations at end of year		—		—			36			—			58			—		94

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2009

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net (loss) income		(871	)		(605	)		(440	)		(169	)		(271	)		1,487			(869	)
Loss from discontinued operations		—			—			—			—			741			—			741
(Loss) income from continuing operations		(871	)		(605	)		(440	)		(169	)		470			1,487			(128	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			98			89			—			187
Equity-based compensation		—			—			—			10			—			—			10
Gain on early extinguishment of debt		—			—			(10	)		—			—			—			(10	)
Amortization of debt finance costs		—			—			16			—			—			—			16
Loss on interest rate derivative instruments		—			—			6			—			—			—			6
Gain on foreign exchange derivative instruments		(9	)		—			(4	)		—			—			—			(13	)
Equity in losses of investment in Orbitz Worldwide		—			162			—			—			—			—			162
Deferred income taxes		—			—			—			(13	)		—			—			(13	)
Equity in losses (earnings) of subsidiaries		878			440			169			—			—			(1,487	)		—
FASA liability		—			—			—			(26	)		—			—			(26	)
Defined benefit plan contributions		—			—			—			(3	)		—			—			(3	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			1			(5	)		—			(4	)
Other current assets		—			—			—			(6	)		(3	)		—			(9	)
Accounts payable, accrued expenses and other current liabilities		—			(3	)		8			(64	)		50			—			(9	)
Other		2			—			6			(5	)		(3	)		—			—
Net cash (used in) provided by operating activities of continuing operations		—			(6	)		(249	)		(177	)		598			—			166
Net cash provided by operating activities of discontinued operations		—			—			—			6			67			—			73

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2009

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities
Property and equipment additions		—			—		—			(51	)		(7	)		—		(58	)
Proceeds from asset sales		—			—		—			5			—			—		5
Businesses acquired		—			—		—			(2	)		—			—		(2	)
Net intercompany funding		133			6		313			94			(546	)		—		—
Net cash provided by (used in) investing activities		133			6		313			46			(553	)		—		(55	)
Financing activities
Principal repayments		—			—		(292	)		(15	)		—			—		(307	)
Proceeds from new borrowings		—			—		144			—			—			—		144
Proceeds from settlement of derivative instruments		—			—		87			—			—			—		87
Net share settlement for equity-based compensation		—			—		—			(7	)		—			—		(7	)
Debt finance costs		—			—		(3	)		—			—			—		(3	)
Distribution to a parent company		(227	)		—		—			—			—			—		(227	)
Other		—			—		—			(4	)		—			—		(4	)
Net cash used in financing activities of continuing operations		(227	)		—		(64	)		(26	)		—			—		(317	)
Effect of changes in exchange rates on cash and cash equivalents		—			—		—			—			5			—		5
Net (decrease) increase in cash and cash equivalents		(94	)		—		—			(151	)		117			—		(128	)
Cash and cash equivalents at beginning of year (including cash of discontinued operations)		94			—		—			189			62			—		345
Cash and cash equivalents at the end of the year		—			—		—			38			179			—		217
Less: cash of discontinued operations		—			—		—			2			(95	)		—		(93	)
Cash and cash equivalents of continuing operations at end of year		—			—		—			40			84			—		124