Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Tables)

6 Months Ended

Jun. 30, 2012

Guarantor and Non-Guarantor Financial Statements [Abstract]

Consolidating Condensed Statements Of Operations

(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	)

(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	)

(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

(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

Consolidating Condensed Statements Of Comprehensive Income

(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	)

(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	)

(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

(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

Consolidating Condensed Balance Sheets

(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

(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

Consolidating Condensed Statements Of Cash Flows

(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

(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