Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

6 Months Ended

Jun. 30, 2012

Guarantor and Non-Guarantor Financial Statements [Abstract]

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

12. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

All obligations under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement, the Second Priority Secured Notes, the Senior Notes and the Senior Subordinated Notes are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of the Company’s existing and future domestic wholly-owned subsidiaries (the “guarantor subsidiaries”). 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, 2012 and 2011, the consolidating condensed statements of comprehensive income for the three and six months ended June 30, 2012 and 2011, consolidating condensed balance sheets as of June 30, 2012 and December 31, 2011, and the consolidating condensed statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 2012 and the consolidating condensed statements of cash flows for the six months ended June 30, 2011 have been re-presented as non-guarantor subsidiaries.

In addition, the Company’s secured debt issued under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries, the net revenue, assets and operating income of which are included in the non-guarantor subsidiaries.

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			207			299			—		506
Costs and expenses
Cost of revenue		—			—			—			129			172			—		301
Selling, general and administrative		5			—			(8	)		28			61			—		86
Depreciation and amortization		—			—			—			49			7			—		56
Total costs and expenses		5			—			(8	)		206			240			—		443
Operating (loss) income		(5	)		—			8			1			59			—		63
Interest expense, net		—			—			(75	)		(2	)		—			—		(77	)
Equity in (losses) earnings of subsidiaries		(15	)		(68	)		(1	)		—			—			84		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(20	)		(68	)		(68	)		(1	)		59			84		(14	)
Provision for income taxes		—			(1	)		—			—			(7	)		—		(8	)
Equity in earnings of investment in Orbitz Worldwide		—			2			—			—			—			—		2
Net (loss) income		(20	)		(67	)		(68	)		(1	)		52			84		(20	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Net (loss) income attributable to the Company		(20	)		(67	)		(68	)		(1	)		52			84		(20	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(20	)		(67	)		(68	)		(1	)		52			84		(20	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(2	)		—		(2	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(2	)		—			—		(2	)
Unrealized gain on equity investment, net of tax		—			1			—			—			—			—		1
Other comprehensive income (loss), net of tax		—			1			—			(2	)		(2	)		—		(3	)
Comprehensive (loss) income		(20	)		(66	)		(68	)		(3	)		50			84		(23	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Comprehensive (loss) income attributable to the Company		(20	)		(66	)		(68	)		(3	)		50			84		(23	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			446			610			—		1,056
Costs and expenses
Cost of revenue		—			—			—			271			352			—		623
Selling, general and administrative		11			—			(3	)		59			124			—		191
Depreciation and amortization		—			—			—			90			23			—		113
Total costs and expenses		11			—			(3	)		420			499			—		927
Operating (loss) income		(11	)		—			3			26			111			—		129
Interest expense, net		—			—			(141	)		(3	)		—			—		(144	)
Equity in (losses) earnings of subsidiaries		(20	)		(115	)		23			—			—			112		—
(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide		(31	)		(115	)		(115	)		23			111			112		(15	)
Provision for income taxes		—			(1	)		—			—			(15	)		—		(16	)
Equity in losses of investment in Orbitz Worldwide		—			(1	)		—			—			—			—		(1	)
Net (loss) income		(31	)		(117	)		(115	)		23			96			112		(32	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net (loss) income attributable to the Company		(31	)		(117	)		(115	)		23			97			112		(31	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(31	)		(117	)		(115	)		23			96		112		(32	)
Other comprehensive loss, net of tax
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(2	)		—		—		(2	)
Unrealized loss on equity investment, net of tax		—			(1	)		—			—			—		—		(1	)
Other comprehensive loss, net of tax		—			(1	)		—			(2	)		—		—		(3	)
Comprehensive (loss) income		(31	)		(118	)		(115	)		21			96		112		(35	)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1		—		1
Comprehensive (loss) income attributable to the Company		(31	)		(118	)		(115	)		21			97		112		(34	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			231		299			—			530
Costs and expenses
Cost of revenue		—			—			—			142		168			—			310
Selling, general and administrative		5			—			(6	)		20		78			—			97
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 COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2011

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)		306		(62	)		(65	)		24			387			(284	)		306
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			(102	)		—			(102	)
Realization of loss on cash flow hedges, net of tax		—		—			3			—			—			—			3
Unrealized actuarial loss on defined benefit plans, net of tax		—		—			—			(1	)		—			—			(1	)
Unrealized gain on equity investment, net of tax		—		1			—			—			—			—			1
Other comprehensive income (loss), net of tax		—		1			3			(1	)		(102	)		—			(99	)
Comprehensive income (loss)		306		(61	)		(62	)		23			285			(284	)		207
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—			—			—			—			—			—
Comprehensive income (loss) attributable to the Company		306		(61	)		(62	)		23			285			(284	)		207

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			468			593			—			1,061
Costs and expenses
Cost of revenue		—			—			—			285			342			—			627
Selling, general and administrative		3			—			(3	)		39			137			—			176
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 COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2011

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)		283		(126	)		(124	)		42			425			(218	)		282
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			(72	)		—			(72	)
Realization of loss on cash flow hedges, net of tax		—		—			5			—			—			—			5
Unrealized actuarial loss on defined benefit plans, net of tax		—		—			—			(2	)		—			—			(2	)
Unrealized gain on equity investment, net of tax		—		1			—			—			—			—			1
Other comprehensive income (loss), net of tax		—		1			5			(2	)		(72	)		—			(68	)
Comprehensive income (loss)		283		(125	)		(119	)		40			353			(218	)		214
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		—			—			—			1			—			1
Comprehensive income (loss) attributable to the Company		283		(125	)		(119	)		40			354			(218	)		215

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			62			—		100		—		162
Accounts receivable, net		—			—			—			59		130		—		189
Deferred income taxes		—			—			—			—		3		—		3
Other current assets		—			—			26			33		149		—		208
Total current assets		—			—			88			92		382		—		562
Investment in subsidiary/intercompany		(996	)		(1,871	)		1,268			—		—		1,599		—
Property and equipment, net		—			—			—			335		60		—		395
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			229		411		—		640
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			75			—			—		—		—		75
Non-current deferred income tax		—			—			—			—		6		—		6
Other non-current assets		—			—			86			41		90		—		217
Total assets		(996	)		(1,796	)		1,579			1,733		1,213		1,599		3,332
Liabilities and equity
Current liabilities:
Accounts payable		—			—			2			45		59		—		106
Accrued expenses and other current liabilities		7			2			136			112		266		—		523
Current portion of long-term debt		—			—			—			15		—		—		15
Total current liabilities		7			2			138			172		325		—		644
Long-term debt		—			—			3,305			46		—		—		3,351
Deferred income taxes		—			—			—			39		3		—		42
Other non-current liabilities		—			—			7			208		68		—		283
Total liabilities		7			2			3,450			465		396		—		4,320
Total shareholders’ equity/intercompany		(1,003	)		(1,798	)		(1,871	)		1,268		802		1,599		(1,003	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		15		—		15
Total equity		(1,003	)		(1,798	)		(1,871	)		1,268		817		1,599		(988	)
Total liabilities and equity		(996	)		(1,796	)		1,579			1,733		1,213		1,599		3,332

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 Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income		(31	)		(117	)		(115	)		23			96			112			(32	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			90			23			—			113
Equity-based compensation		2			—			—			—			—			—			2
Amortization of debt finance costs		—			—			22			—			—			—			22
Non-cash interest on Second Priority Secured Notes		—			—			7			—			—			—			7
Gain on interest rate derivative instruments		—			—			(2	)		—			—			—			(2	)
Gain on foreign exchange derivative instruments		—			—			(5	)		—			—			—			(5	)
Equity in losses of investment in Orbitz Worldwide		—			1			—			—			—			—			1
Equity in losses (earnings) of subsidiaries		20			115			(23	)		—			—			(112	)		—
FASA liability		—			—			—			(7	)		—			—			(7	)
Defined benefit pension plan funding		—			—			—			(5	)		—			—			(5	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			16			(25	)		—			(9	)
Other current assets		—			—			—			(4	)		(10	)		—			(14	)
Accounts payable, accrued expenses and other current liabilities		—			1			—			52			(9	)		—			44
Other		—			2			(1	)		5			7			—			13
Net cash (used in) provided by operating activities		(9	)		2			(117	)		170			82			—			128
Investing activities
Property and equipment additions		—			—			—			(32	)		—			—			(32	)
Other		—			—			—			—			3			—			3
Net intercompany funding		10			(2	)		151			(131	)		(28	)		—			—
Net cash provided by (used in) investing activities		10			(2	)		151			(162	)		(25	)		—			(29	)

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from new term loans		—			—		170			—			—		—		170
Proceeds from revolver borrowings		—			—		25			—			—		—		25
Repayment of term loans		—			—		(165	)		—			—		—		(165	)
Repayment of revolver borrowings		—			—		(60	)		—			—		—		(60	)
Repayment of capital lease obligations		—			—		—			(7	)		—		—		(7	)
Repurchase of Senior Notes		—			—		(1	)		—			—		—		(1	)
Debt finance costs		—			—		(9	)		—			—		—		(9	)
Payments on settlement of foreign exchange derivative contracts		—			—		(17	)		—			—		—		(17	)
Proceeds on settlement of foreign exchange derivative contracts		—			—		1			—			—		—		1
Net share settlement for equity-based compensation		(1	)		—		—			—			—		—		(1	)
Contribution from non-controlling interest shareholders		—			—		—			—			3		—		3
Net cash (used in) provided by financing activities		(1	)		—		(56	)		(7	)		3		—		(61	)
Effects of changes in exchange rates on cash and cash equivalents		—			—		—			—			—		—		—
Net (decrease) increase in cash and cash equivalents		—			—		(22	)		—			60		—		38
Cash and cash equivalents at beginning of period		—			—		84			—			40		—		124
Cash and cash equivalents at end of period		—			—		62			—			100		—		162

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 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)		283			(126	)		(124	)		42			425			(218	)		282
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
Equity in (earnings) losses of subsidiaries		(300	)		124			(42	)		—			—			218			—
Deferred income taxes		—			—			—			3			—			—			3
FASA liability		—			—			—			(9	)		—			—			(9	)
Defined benefit pension plan funding		—			—			—			(2	)		—			—			(2	)
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		—			—			—			13			(13	)		—			—
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 the 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
Repayment of term loans		—			—			(658	)		—			—			—			(658	)
Repayment of capital lease obligations		—			—			—			(4	)		—			—			(4	)
Proceeds from settlement of derivative contracts		—			—			12			—			—			—			12
Net cash used in financing activities		—			—			(646	)		(4	)		—			—			(650	)
Effects of changes 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 (including cash of discontinued operations)		—			—			36			2			204			—			242
Cash and cash equivalents of continuing operations at end of period		—			—			197			1			90			—			288