Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

3 Months Ended

Mar. 31, 2012

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

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

13. 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 months ended March 31, 2012 and 2011, the consolidating condensed statements of comprehensive income for the three months ended March 31, 2012 and 2011, consolidating condensed balance sheets as of March 31, 2012 and December 31, 2011, and the consolidating condensed statements of cash flows for the three months ended March 31, 2012 and 2011 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 months ended March 31, 2011 and the consolidating condensed statements of cash flows for the three months ended March 31, 2011 have been re-presented as non-guarantor subsidiaries.

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			239			311			—		550
Costs and expenses
Cost of revenue		—			—			—			142			180			—		322
Selling, general and administrative		6			—			5			31			63			—		105
Depreciation and amortization		—			—			—			41			16			—		57
Total costs and expenses		6			—			5			214			259			—		484
Operating (loss) income		(6	)		—			(5	)		25			52			—		66
Interest expense, net		—			—			(66	)		(1	)		—			—		(67	)
Equity in (losses) earnings of subsidiaries		(5	)		(47	)		24			—			—			28		—
(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(11	)		(47	)		(47	)		24			52			28		(1	)
Provision for income taxes		—			—			—			—			(8	)		—		(8	)
Equity in losses of investment in Orbitz Worldwide		—			(3	)		—			—			—			—		(3	)
Net (loss) income from continuing operations		(11	)		(50	)		(47	)		24			44			28		(12	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net (loss) income attributable to the Company		(11	)		(50	)		(47	)		24			45			28		(11	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(11	)		(50	)		(47	)		24		44		28		(12	)
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—			—			—			—		2		—		2
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			—		—		—		—
Unrealized loss on equity investment, net of tax		—			(2	)		—			—		—		—		(2	)
Other comprehensive (loss) income, net of tax		—			2			—			—		2		—		—
Comprehensive (loss) income		(11	)		(52	)		(47	)		24		46		28		(12	)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—			—			—			—		1		—		1
Comprehensive (loss) income attributable to the Company		(11	)		(52	)		(47	)		24		47		28		(11	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			237			294			—		531
Costs and expenses
Cost of revenue		—			—			—			143			174			—		317
Selling, general and administrative		2			—			(3	)		19			61			—		79
Depreciation and amortization		—			—			—			39			17			—		56
Total costs and expenses		2			—			(3	)		201			252			—		452
Operating (loss) income		(2	)		—			3			36			42			—		79
Interest expense, net		—			—			(76	)		(1	)		—			—		(77	)
Equity in (losses) earnings of subsidiaries		(21	)		(44	)		29			—			—			36		—
(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(23	)		(44	)		(44	)		35			42			36		2
Provision for income taxes		—			—			—			(3	)		(8	)		—		(11	)
Equity in losses of investment in Orbitz Worldwide		—			(5	)		—			—			—			—		(5	)
Net (loss) income from continuing operations		(23	)		(49	)		(44	)		32			34			36		(14	)
Loss from discontinued operations, net of tax		—			—			—			(3	)		(7	)		—		(10	)
Net (loss) income		(23	)		(49	)		(44	)		29			27			36		(24	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net (loss) income attributable to the Company		(23	)		(49	)		(44	)		29			28			36		(23	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(23	)		(49	)		(44	)		29			27		36		(24	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			30		—		30
Realization of loss on cash flow hedges, net of tax		—			—			2			—			—		—		2
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—		—		(1	)
Other comprehensive income (loss), net of tax		—			—			2			(1	)		30		—		31
Comprehensive (loss) income		(23	)		(49	)		(42	)		28			57		36		7
Comprehensive loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1		—		1
Comprehensive (loss) income attributable to the Company		(23	)		(49	)		(42	)		28			58		36		8

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of March 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			49			1		59		—		109
Accounts receivable, net		—			—			—			80		148		—		228
Deferred income taxes		—			—			—			—		3		—		3
Other current assets		—			—			24			28		149		—		201
Total current assets		—			—			73			109		359		—		541
Investment in subsidiary/intercompany		(975	)		(1,841	)		1,268			—		—		1,548		—
Property and equipment, net		—			—			—			349		62		—		411
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			247		414		—		661
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			72			—			—		—		—		72
Non-current deferred income tax		—			—			—			—		6		—		6
Other non-current assets		—			—			90			40		94		—		224
Total assets		(975	)		(1,769	)		1,568			1,781		1,199		1,548		3,352
Liabilities and equity
Current liabilities:
Accounts payable		—			—			1			46		58		—		105
Accrued expenses and other current liabilities		5			2			45			161		266		—		479
Current portion of long-term debt		—			—			25			14		—		—		39
Total current liabilities		5			2			71			221		324		—		623
Long-term debt		—			—			3,331			45		—		—		3,376
Deferred income taxes		—			—			—			38		4		—		42
Other non-current liabilities		—			—			7			209		61		—		277
Total liabilities		5			2			3,409			513		389		—		4,318
Total shareholders’ equity/intercompany		(980	)		(1,771	)		(1,841	)		1,268		796		1,548		(980	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		14		—		14
Total equity		(980	)		(1,771	)		(1,841	)		1,268		810		1,548		(966	)
Total liabilities and equity		(975	)		(1,769	)		1,568			1,781		1,199		1,548		3,352

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

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 tax		—			—			—			—		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 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 STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net (loss) income from continuing operations		(11	)		(50	)		(47	)		24			44			28			(12	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			41			16			—			57
Equity based compensation		2			—			—			—			—			—			2
Amortization of debt finance costs		—			—			9			—			—			—			9
Non-cash interest on payment-in-kind debt		—			—			3			—			—			—			3
Gain on interest rate derivative instruments		—			—			(2	)		—			—			—			(2	)
Gain on foreign exchange derivative instruments		—			—			(6	)		—			—			—			(6	)
Equity in losses of investment in Orbitz Worldwide		—			3			—			—			—			—			3
Equity in losses (earnings) of subsidiaries		5			47			(24	)		—			—			(28	)		—
FASA liability		—			—			—			(3	)		—			—			(3	)
Defined benefit pension plan funding		—			—			—			(2	)		—			—			(2	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(5	)		(42	)		—			(47	)
Other current assets		—			—			2			1			(14	)		—			(11	)
Accounts payable, accrued expenses and other current liabilities		—			—			24			2			(6	)		—			20
Other		—			1			—			5			12			—			18
Net cash (used in) provided by operating activities of continuing operations		(4	)		1			(41	)		63			10			—			29
Investing activities
Property and equipment additions		—			—			—			(15	)		—			—			(15	)
Net intercompany funding		5			(1	)		33			(43	)		6			—			—
Net cash provided by (used in) investing activities		5			(1	)		33			(58	)		6			—			(15	)
Financing activities
Repayment of revolver borrowings		—			—			(35	)		—			—			—			(35	)
Proceeds from revolver borrowings		—			—			25			—			—			—			25
Repayment of capital lease obligations		—			—			—			(4	)		—			—			(4	)
Payments on settlement of derivative contracts		—			—			(16	)		—			—			—			(16	)
Net share settlement for equity based compensation		(1	)		—			—			—			—			—			(1	)
Contribution from non-controlling interest shareholders		—			—			—			—			2			—			2
Net cash used in financing activities		(1	)		—			(26	)		(4	)		2			—			(29	)
Effects of changes in exchange rates on cash and cash equivalents		—			—			—			—			—			—			—
Net (decrease) increase in cash and cash equivalents		—			—			(34	)		1			18			—			(15	)
Cash and cash equivalents at beginning of period		—			—			83			—			41			—			124
Cash and cash equivalents of continuing operations at end of period		—			—			49			1			59			—			109

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net (loss) income		(23	)		(49	)		(44	)		29			27			36			(24	)
Loss from discontinued operations, net of tax		—			—			—			3			7			—			10
Net (loss) income from continuing operations		(23	)		(49	)		(44	)		32			34			36			(14	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			39			17			—			56
Amortization of debt finance costs		—			—			3			—			—			—			3
Loss on interest rate derivative instruments		—			—			2			—			—			—			2
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in losses of investment in Orbitz Worldwide		—			5			—			—			—			—			5
Equity in losses (earnings) of subsidiaries		21			44			(29	)		—			—			(36	)		—
FASA liability		—			—			—			(5	)		—			—			(5	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(6	)		(46	)		—			(52	)
Other current assets		—			—			—			1			(6	)		—			(5	)
Accounts payable, accrued expenses and other current liabilities		—			30			—			(52	)		90			—			68
Other		—			—			—			32			(26	)		—			6
Net cash (used in) provided by operating activities of continuing operations		(2	)		30			(71	)		41			63			—			61
Net cash provided by (used in) operating activities of discontinued operations		—			—			—			3			(12	)		—			(9	)
Investing activities
Property and equipment additions		—			—			—			(18	)		(3	)		—			(21	)
Net intercompany funding		2			(30	)		142			(21	)		(93	)		—			—
Net cash provided by (used in) investing activities		2			(30	)		142			(39	)		(96	)		—			(21	)
Financing activities
Repayment of capital lease obligations		—			—			—			(2	)		—			—			(2	)
Repayment of term loans		—			—			(3	)		—			—			—			(3	)
Net cash used in financing activities		—			—			(3	)		(2	)		—			—			(5	)
Effects of changes in exchange rates on cash and cash equivalents		—			—			—			—			4			—			4
Net increase (decrease) in cash and cash equivalents		—			—			68			3			(41	)		—			30
Cash and cash equivalents at beginning of period (including cash of discontinued operations)		—			—			36			2			204			—			242
Cash and cash equivalents at end of period		—			—			104			5			163			—			272
Less: cash of discontinued operations		—			—			—			(4	)		(94	)		—			(98	)
Cash and cash equivalents of continuing operations at end of period		—			—			104			1			69			—			174