Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

9 Months Ended

Sep. 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 nine months ended September 30, 2012 and 2011, the consolidating condensed statements of comprehensive income for the three and nine months ended September 30, 2012 and 2011, consolidating condensed balance sheets as of September 30, 2012 and December 31, 2011, and the consolidating condensed statements of cash flows for the nine months ended September 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 nine months ended September 30, 2011 and the consolidating condensed statements of cash flows for the nine months ended September 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 September 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			200			289			—		489
Costs and expenses
Cost of revenue		—			—			—			128			168			—		296
Selling, general and administrative		10			—			8			17			75			—		110
Depreciation and amortization		—			—			—			33			23			—		56
Total costs and expenses		10			—			8			178			266			—		462
Operating (loss) income		(10	)		—			(8	)		22			23			—		27
Interest expense, net		—			—			(70	)		(1	)		—			—		(71	)
Gain on early extinguishment of debt		—			—			5			—			—			—		5
Equity in (losses) earnings of subsidiaries		(31	)		(56	)		19			—			—			68		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(41	)		(56	)		(54	)		21			23			68		(39	)
Benefit (provision) for income taxes		—			1			(2	)		(2	)		(5	)		—		(8	)
Equity in earnings of investment in Orbitz Worldwide		—			7			—			—			—			—		7
Net (loss) income		(41	)		(48	)		(56	)		19			18			68		(40	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(1	)		—		(1	)
Net (loss) income attributable to the Company		(41	)		(48	)		(56	)		19			17			68		(41	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(41	)		(48	)		(56	)		19		18			68		(40	)
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 gain on equity investment, net of tax		—			(2	)		—			—		—			—		(2	)
Other comprehensive (loss) income, net of tax		—			(2	)		—			—		2			—		—
Comprehensive (loss) income		(41	)		(50	)		(56	)		19		20			68		(40	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—		(1	)		—		(1	)
Comprehensive (loss) income attributable to the Company		(41	)		(50	)		(56	)		19		19			68		(41	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			646			899			—		1,545
Costs and expenses
Cost of revenue		—			—			—			399			520			—		919
Selling, general and administrative		21			—			6			76			199			—		302
Depreciation and amortization		—			—			—			123			46			—		169
Total costs and expenses		21			—			6			598			765			—		1,390
Operating (loss) income		(21	)		—			(6	)		48			134			—		155
Interest expense, net		—			—			(211	)		(4	)		—			—		(215	)
Gain on early extinguishment of debt		—			—			6			—			—			—		6
Equity in (losses) earnings of subsidiaries		(51	)		(171	)		42			—			—			180		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(72	)		(171	)		(169	)		44			134			180		(54	)
Provision for income taxes		—			—			(2	)		(2	)		(20	)		—		(24	)
Equity in earnings of investment in Orbitz Worldwide		—			6			—			—			—			—		6
Net (loss) income		(72	)		(165	)		(171	)		42			114			180		(72	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Net (loss) income attributable to the Company		(72	)		(165	)		(171	)		42			114			180		(72	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(72	)		(165	)		(171	)		42			114		180		(72	)
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		—			—			—			(2	)		—		—		(2	)
Unrealized loss on equity investment, net of tax		—			(3	)		—			—			—		—		(3	)
Other comprehensive (loss) income, net of tax		—			(3	)		—			(2	)		2		—		(3	)
Comprehensive (loss) income		(72	)		(168	)		(171	)		40			116		180		(75	)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—			—			—			—			—		—		—
Comprehensive (loss) income attributable to the Company		(72	)		(168	)		(171	)		40			116		180		(75	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport 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		(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 COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(26	)		(45	)		(50	)		29			21			45		(26	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(8	)		—		(8	)
Realization of loss on cash flow hedges, net of tax		—			—			2			—			—			—		2
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			5			—			—			—			—		5
Other comprehensive income (loss), net of tax		—			5			2			(1	)		(8	)		—		(2	)
Comprehensive (loss) income		(26	)		(40	)		(48	)		28			13			45		(28	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Comprehensive (loss) income attributable to the Company		(26	)		(40	)		(48	)		28			13			45		(28	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			695			875			—			1,570
Costs and expenses
Cost of revenue		—			—			—			422			518			—			940
Selling, general and administrative		4			—			5			47			209			—			265
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 COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2011

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)		257		(171	)		(174	)		71			446			(173	)		256
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			(80	)		—			(80	)
Realization of loss on cash flow hedges, net of tax		—		—			7			—			—			—			7
Unrealized actuarial loss on defined benefit plans, net of tax		—		—			—			(3	)		—			—			(3	)
Unrealized gain on equity investment, net of tax		—		6			—			—			—			—			6
Other comprehensive income (loss), net of tax		—		6			7			(3	)		(80	)		—			(70	)
Comprehensive income (loss)		257		(165	)		(167	)		68			366			(173	)		186
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		—			—			—			1			—			1
Comprehensive income (loss) attributable to the Company		257		(165	)		(167	)		68			367			(173	)		187

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of September 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		—			—			69			—		56		—		125
Accounts receivable, net		—			—			—			57		136		—		193
Deferred income taxes		—			—			—			—		3		—		3
Other current assets		—			—			22			40		234		—		296
Total current assets		—			—			91			97		429		—		617
Investment in subsidiary/intercompany		(1,032	)		(1,858	)		1,258			—		—		1,632		—
Property and equipment, net		—			—			—			321		58		—		379
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			226		394		—		620
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			80			—			—		—		—		80
Non-current deferred income tax		—			—			—			—		6		—		6
Other non-current assets		—			—			80			41		92		—		213
Total assets		(1,032	)		(1,778	)		1,566			1,721		1,243		1,632		3,352
Liabilities and equity
Current liabilities:
Accounts payable		—			—			3			42		26		—		71
Accrued expenses and other current liabilities		12			1			87			123		384		—		607
Current portion of long-term debt		—			—			35			15		—		—		50
Total current liabilities		12			1			125			180		410		—		728
Long-term debt		—			—			3,293			41		—		—		3,334
Deferred income taxes		—			—			—			41		3		—		44
Other non-current liabilities		—			—			6			201		68		—		275
Total liabilities		12			1			3,424			463		481		—		4,381
Total shareholders’ equity/intercompany		(1,044	)		(1,779	)		(1,858	)		1,258		747		1,632		(1,044	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		15		—		15
Total equity		(1,044	)		(1,779	)		(1,858	)		1,258		762		1,632		(1,029	)
Total liabilities and equity		(1,032	)		(1,778	)		1,566			1,721		1,243		1,632		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		24		—		72
Accrued expenses and other current liabilities		3			2			99			161		236		—		501
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 Nine Months Ended September 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income		(72	)		(165	)		(171	)		42			114			180			(72	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			123			46			—			169
Equity-based compensation		2			—			—			—			—			—			2
Amortization of debt finance costs		—			—			29			—			—			—			29
Non-cash interest on Second Priority Secured Notes		—			—			10			—			—			—			10
Gain on early extinguishment of debt		—			—			(6	)		—			—			—			(6	)
Equity in earnings of investment in Orbitz Worldwide		—			(6	)		—			—			—			—			(6	)
Equity in losses (earnings) of subsidiaries		51			171			(42	)		—			—			(180	)		—
Deferred income taxes		—			—			—			2			—			—			2
FASA liability		—			—			—			(7	)		—			—			(7	)
Defined benefit pension plan funding		—			—			—			(15	)		—			—			(15	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			18			(31	)		—			(13	)
Other current assets		—			—			—			(11	)		(1	)					(12	)
Accounts payable, accrued expenses and other current liabilities		—			(1	)		2			(44	)		77			—			34
Other		—			—			—			(6	)		25			—			19
Net cash (used in) provided by operating activities		(19	)		(1	)		(178	)		102			230			—			134
Investing activities
Property and equipment additions		—			—			—			(61	)		—			—			(61	)
Other		—			—			—			—			3			—			3
Net intercompany funding		20			1			227			(28	)		(220	)		—			—
Net cash provided by (used in) investing activities		20			1			227			(89	)		(217	)		—			(58	)

For the Nine Months Ended September 30, 2012

(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
Repayment of term loans		—			—		(165	)		—			—		—		(165	)
Proceeds from revolver borrowings		—			—		60			—			—		—		60
Repayment of revolver borrowings		—			—		(60	)		—			—		—		(60	)
Repayment of capital lease obligations		—			—		—			(13	)		—		—		(13	)
Repurchase of Senior Notes		—			—		(20	)		—			—		—		(20	)
Debt finance costs		—			—		(9	)		—			—		—		(9	)
Payments on settlement of foreign exchange derivative contracts		—			—		(49	)		—			—		—		(49	)
Proceeds from settlement of foreign exchange derivative contracts		—			—		9			—			—		—		9
Other		(1	)		—		—			—			3		—		2
Net cash (used in) provided by financing activities		(1	)		—		(64	)		(13	)		3		—		(75	)
Effects of changes in exchange rates on cash and cash equivalents		—			—		—			—			—		—		—
Net (decrease) increase in cash and cash equivalents		—			—		(15	)		—			16		—		1
Cash and cash equivalents at beginning of period		—			—		84			—			40		—		124
Cash and cash equivalents at end of period		—			—		69			—			56		—		125

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 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)		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
Amortization of debt finance costs		—			—			14			—			—			—			14
Gain on interest rate derivative instruments		—			—			(10	)		—			—			—			(10	)
Loss on foreign exchange derivative instruments		—			—			4			—			—			—			4
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		—			—			1			41			(23	)		—			19
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
Repayment of term loans		—			—			(658	)		—			—			—			(658	)
Repayment of capital leases		—			—			—			(11	)		—			—			(11	)
Debt finance costs		—			—			(84	)		—			—			—			(84	)
Proceeds from settlement of derivative contracts		—			—			33			—			—			—			33
Distribution to a parent company		(89	)		—			—			—			—			—			(89	)
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