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

9 Months Ended

Sep. 30, 2012

Guarantor and Non-Guarantor Financial Statements [Abstract]

Consolidating Condensed Statements Of Operations

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	)

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	)

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	)

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

Consolidating Condensed Statements Of Comprehensive Income

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	)

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	)

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	)

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

Consolidating Condensed Balance Sheets

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

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

Consolidating Condensed Statements Of Cash Flows

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	)

(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

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