Guarantor and Non-Guarantor Financial Statements

12 Months Ended

Dec. 31, 2012

Guarantor and Non-Guarantor Financial Statements [Abstract]

Guarantor and Non-Guarantor Financial Statements

21.    Guarantor and Non-Guarantor 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 years ended December 31, 2012, 2011 and 2010, the consolidating condensed statements of comprehensive income for the years ended December 31, 2012, 2011 and 2010, consolidating condensed balance sheets as of December 31, 2012 and December 31, 2011, and the consolidating condensed statements of cash flows for the years ended December 31, 2012, 2011 and 2010 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, Intermediate Parent Guarantor and Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis.

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 STATEMENT OF OPERATIONS

For the year ended December 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			826			1,176			—		2,002
Costs and expenses
Cost of revenue		—			—			—			518			673			—		1,191
Selling, general and administrative		33			—			15			103			295			—		446
Depreciation and amortization		—			—			—			167			60			—		227
Total costs and expenses		33			—			15			788			1,028			—		1,864
Operating (loss) income		(33	)		—			(15	)		38			148			—		138
Interest expense, net		—			—			(285	)		(5	)		—			—		(290	)
Gain on early extinguishment of debt		—			—			6			—			—			—		6
Equity in (losses) earnings of subsidiaries		(203	)		(267	)		31			—			—			439		—
(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide		(236	)		(267	)		(263	)		33			148			439		(146	)
Provision for income taxes		—			—			(4	)		(2	)		(17	)		—		(23	)
Equity in losses of investment in Orbitz Worldwide		—			(74	)		—			—			—			—		(74	)
Net (loss) income		(236	)		(341	)		(267	)		31			131			439		(243	)
Gain from disposal of discontinued operations, net of tax		—			—			—			—			7			—		7
Net (loss) income		(236	)		(341	)		(267	)		31			138			439		(236	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Net (loss) income attributable to the Company		(236	)		(341	)		(267	)		31			138			439		(236	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(236	)		(341	)		(267	)		31			138			439		(236	)
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—			—			—			—			3			—		3
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(8	)		(5	)		—		(13	)
Unrealized loss on equity investment, net of tax		—			(3	)		—			—			—			—		(3	)
Equity in other comprehensive (loss) income of subsidiaries		(13	)		—			(8	)		—			—			21		—
Other comprehensive (loss) income, net of tax		(13	)		(3	)		(8	)		(8	)		(2	)		21		(13	)
Comprehensive (loss) income		(249	)		(344	)		(275	)		23			136			460		(249	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Comprehensive (loss) income attributable to the Company		(249	)		(344	)		(275	)		23			136			460		(249	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2011

in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			897			1,138			—			2,035
Costs and expenses
Cost of revenue		—			—			—			550			661			—			1,211
Selling, general and administrative		13			—			—			73			311			—			397
Depreciation and amortization		—			—			—			168			59			—			227
Total costs and expenses		13			—			—			791			1,031			—			1,835
Operating (loss) income		(13	)		—			—			106			107			—			200
Interest expense, net		(1	)		—			(281	)		(5	)		—			—			(287	)
Equity in earnings (losses) of subsidiaries		203			(208	)		95			—			—			(90	)		—
Income (loss) from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		189			(208	)		(186	)		101			107			(90	)		(87	)
Provision for income taxes		—			(1	)		—			(6	)		(22	)		—			(29	)
Equity in losses of investment in Orbitz Worldwide		—			(18	)		—			—			—			—			(18	)
Net income (loss) from continuing operations		189			(227	)		(186	)		95			85			(90	)		(134	)
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)		175			(227	)		(208	)		95			427			(90	)		172
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			3			—			3
Net income (loss) attributable to the Company		175			(227	)		(208	)		95			430			(90	)		175

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net (loss) income		175			(227	)		(208	)		95			427			(90	)		172
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—			—			—			—			(81	)		—			(81	)
Realization of loss on cash flow hedges		—			—			9			—			—			—			9
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(101	)		—			—			(101	)
Unrealized gain on equity investment, net of tax		—			6			—			—			—			—			6
Equity in other comprehensive (loss) income of subsidiaries		(164	)		9			(101	)		—			—			256			—
Other comprehensive (loss) income, net of tax		(164	)		15			(92	)		(101	)		(81	)		256			(167	)
Comprehensive (loss) income		11			(212	)		(300	)		(6	)		346			166			5
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			3			—			3
Comprehensive (loss) income attributable to the Company		11			(212	)		(300	)		(6	)		349			166			8

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2010

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			889			1,107			—		1,996
Costs and expenses
Cost of revenue		—			—			—			528			591			—		1,119
Selling, general and administrative		9			—			5			94			285			—		393
Depreciation and amortization		—			—			—			153			57			—		210
Total costs and expenses		9			—			5			775			933			—		1,722
Operating (loss) income		(9	)		—			(5	)		114			174			—		274
Interest expense, net		—			—			(267	)		(5	)		—			—		(272	)
Gain on extinguishment of debt		—			—			2			—			—			—		2
Equity in (losses) earnings of subsidiaries		(34	)		(178	)		92			—			—			120		—
(Loss) income from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(43	)		(178	)		(178	)		109			174			120		4
Provision for income taxes		—			(1	)		—			(18	)		(28	)		—		(47	)
Equity in losses of investment in Orbitz Worldwide		—			(28	)		—			—			—			—		(28	)
(Loss) income from continuing operations, net of tax		(43	)		(207	)		(178	)		91			146			120		(71	)
Income from discontinued operations, net of tax		—			—			—			1			26			—		27
Net (loss) income		(43	)		(207	)		(178	)		92			172			120		(44	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net (loss) income attributable to the Company		(43	)		(207	)		(178	)		92			173			120		(43	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31, 2010

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(43	)		(207	)		(178	)		92			172			120		(44	)
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—			—			—			—			(35	)		—		(35	)
Realization of loss on cash flow hedges		—			—			9			—			—			—		9
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(22	)		—			—		(22	)
Unrealized gain on equity investment, net of tax		—			9			—			—			—			—		9
Equity in other comprehensive (loss) income of subsidiaries		(38	)		9			(22	)		—			—			51		—
Other comprehensive (loss) income, net of tax		(38	)		18			(13	)		(22	)		(35	)		51		(39	)
Comprehensive (loss) income		(81	)		(189	)		(191	)		70			137			171		(83	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Comprehensive (loss) income attributable to the Company		(81	)		(189	)		(191	)		70			138			171		(82	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 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		—			—			51			3		56		—		110
Accounts receivable, net		—			—			—			45		105		—		150
Deferred income taxes		—			—			—			—		2		—		2
Other current assets		—			—			26			30		164		—		220
Total current assets		—			—			77			78		327		—		482
Investment in subsidiary/intercompany		(1,203	)		(1,921	)		1,243			—		—		1,881		—
Property and equipment, net		—			—			—			358		58		—		416
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			217		382		—		599
Cash held as collateral		—			—			137			—		—		—		137
Non-current deferred income tax		—			—			—			—		6		—		6
Other non-current assets		—			—			80			60		78		—		218
Total assets		(1,203	)		(1,921	)		1,537			1,749		1,115		1,881		3,158
Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			47		27		—		74
Accrued expenses and other current liabilities		15			—			117			113		292		—		537
Deferred income taxes		—			—			—			38		—		—		38
Current portion of long-term debt		—			—			20			18		—		—		38
Total current liabilities		15			—			137			216		319		—		687
Long-term debt		—			—			3,314			78		—		—		3,392
Deferred income taxes		—			—			—			4		3		—		7
Other non-current liabilities		—			—			7			208		59		—		274
Total liabilities		15			—			3,458			506		381		—		4,360
Total shareholders’ equity/intercompany		(1,218	)		(1,921	)		(1,921	)		1,243		718		1,881		(1,218	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		16		—		16
Total equity/intercompany		(1,218	)		(1,921	)		(1,921	)		1,243		734		1,881		(1,202	)
Total liabilities and equity		(1,203	)		(1,921	)		1,537			1,749		1,115		1,881		3,158

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEET

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 taxes		—			—			—			—		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 shareholders’ 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/intercompany		(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 year ended December 31, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income		(236	)		(341	)		(267	)		31			138			439			(236	)
Gain from disposal of discontinued operations		—			—			—			—			(7	)		—			(7	)
Net (loss) income from continuing operations		(236	)		(341	)		(267	)		31			131			439			(243	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			167			60			—			227
Equity-based compensation		2			—			—			—			—			—			2
Amortization of debt finance costs		—			—			37			—			—			—			37
Non-cash interest on Second Priority Secured Notes		—			—			14			—			—			—			14
Gain on early extinguishment of debt		—			—			(6	)		—			—			—			(6	)
Gain on interest rate derivative instruments		—			—			(1	)		—			—			—			(1	)
Equity in losses of investment in Orbitz Worldwide		—			74			—			—			—			—			74
Equity in losses (earnings) of subsidiaries		203			267			(31	)		—			—			(439	)		—
Deferred income taxes		—			—			—			3			1			—			4
FASA liability		—			—			—			(7	)		—			—			(7	)
Defined benefit pension plan funding		—			—			—			(27	)		—			—			(27	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			21			1			—			22
Other current assets		—			—			—			(2	)		(1	)		—			(3	)
Accounts payable, accrued expenses and other current liabilities		—			(18	)		(15	)		40			29			—			36
Other		—			—			—			(14	)		66			—			52
Net cash (used in) provided by operating activities		(31	)		(18	)		(269	)		212			287			—			181
Investing activities
Property and equipment additions		—			—			—			(92	)		—			—			(92	)
Other		—			—			—			—			3			—			3
Net intercompany funding		32			18			328			(101	)		(277	)		—			—
Net cash provided by (used in) investing activities		32			18			328			(193	)		(274	)		—			(89	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)

For the year ended December 31, 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		—			—		80			—			—		—		80
Repayment of revolver borrowings		—			—		(95	)		—			—		—		(95	)
Repayment of capital lease obligations		—			—		—			(16	)		—		—		(16	)
Repurchase and retirement of Senior Notes		—			—		(20	)		—			—		—		(20	)
Debt finance costs		—			—		(20	)		—			—		—		(20	)
Payments on settlement of foreign exchange derivative contracts		—			—		(51	)		—			—		—		(51	)
Proceeds from settlement of foreign exchange derivative contracts		—			—		9			—			—		—		9
Other		(1	)		—		—			—			3		—		2
Net cash (used in) provided by financing activities		(1	)		—		(92	)		(16	)		3		—		(106	)
Effects of changes in exchange rates on cash and cash equivalents		—			—		—			—			—		—		—
Net (decrease) increase in cash and cash equivalents		—			—		(33	)		3			16		—		(14	)
Cash and cash equivalents at beginning of period		—			—		84			—			40		—		124
Cash and cash equivalents at end of period		—			—		51			3			56		—		110

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 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)		175			(227	)		(208	)		95			427			(90	)		172
Loss (income) from discontinued operations (including gain from disposal), net of tax		14			—			22			—			(342	)		—			(306	)
Net income (loss) from continuing operations		189			(227	)		(186	)		95			85			(90	)		(134	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			168			59			—			227
Equity based compensation		5			—			—			—			—			—			5
Amortization of debt finance costs		—			—			23			—			—			—			23
Non-cash interest on Second Priority Secured Notes		—			—			3			—			—			—			3
Gain on interest rate derivative instruments		—			—			(22	)		—			—			—			(22	)
Gain on foreign exchange derivative instruments		—			—			(1	)		—			—			—			(1	)
Equity in losses of investment in Orbitz Worldwide		—			18			—			—			—			—			18
Equity in (earnings) losses of subsidiaries		(203	)		208			(95	)		—			—			90			—
Deferred income taxes		—			—			—			3			—			—			3
FASA liability		—			—			—			(16	)		—			—			(16	)
Defined benefit pension plan funding		—			—			—			(17	)		—			—			(17	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivables		—			—			—			(15	)		(5	)		—			(20	)
Other current assets		—			—			—			11			2			—			13
Accounts payable, accrued expenses and other current liabilities		—			—			—			(11	)		20			—			9
Other		—			—			8			12			13			—			33
Net cash (used in) provided by operating activities of continuing operations		(9	)		(1	)		(270	)		230			174			—			124
Net cash used in operating activities of discontinued operations		—			—			—			(1	)		(11	)		—			(12	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities
Property and equipment additions		—			—		—			(72	)		(5	)		—		(77	)
Net proceeds from sale of GTA business		(10	)		—		14			—			624			—		628
Other		—			—		—			—			5			—		5
Net intercompany funding		111			1		993			(144	)		(961	)		—		—
Net cash provided by (used in) investing activities		101			1		1,007			(216	)		(337	)		—		556
Financing activities
Repayment of term loans		—			—		(658	)		—			—			—		(658	)
Proceeds from revolver borrowings		—			—		35			—			—			—		35
Repayment of capital leases obligations		—			—					(14	)		—			—		(14	)
Debt finance costs		—			—		(100	)		—			—			—		(100	)
Proceeds from settlement of foreign exchange derivative contracts		—			—		34			—			—			—		34
Distribution to a parent company		(89	)		—		—			—			—			—		(89	)
Other		(3	)		—		—			—			4			—		1
Net cash (used in) provided by financing activities		(92	)		—		(689	)		(14	)		4			—		(791	)
Effect of changes in exchange rates on cash and cash equivalents		—			—		—			—			5			—		5
Net increase (decrease) in cash and cash equivalents		—			—		48			(1	)		(165	)		—		(118	)
Cash and cash equivalents at beginning of year (including cash of discontinued operations)		—			—		36			1			205			—		242
Cash and cash equivalents of continuing operations at end of year		—			—		84			—			40			—		124

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2010

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net (loss) income		(43	)		(207	)		(178	)		92			172			120			(44	)
Income from discontinued operations		—			—			—			(1	)		(26	)		—			(27	)
Net (loss) income from continuing operations		(43	)		(207	)		(178	)		91			146			120			(71	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			153			57			—			210
Equity-based compensation		5			—			—			—			—			—			5
Amortization of debt finance costs and debt discount		—			—			23			—			—			—			23
Gain on early extinguishment of debt		—			—			(2	)		—			—			—			(2	)
Gain on interest rate derivative instruments		—			—			(6	)		—			—			—			(6	)
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in losses of investment in Orbitz Worldwide		—			28			—			—			—			—			28
Equity in losses (earnings) of subsidiaries		34			178			(92	)		—			—			(120	)		—
Deferred income taxes		—			—			—			19			2			—			21
FASA liability		—			—			—			(18	)		—			—			(18	)
Defined benefit plan contributions		—			—			—			(3	)		—			—			(3	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			17			(13	)		—			4
Other current assets		—			—			—			6			(20	)		—			(14	)
Accounts payable, accrued expenses and other current liabilities		—			12			19			(28	)		14			—			17
Other		—			—			13			14			(37	)		—			(10	)
Net cash (used in) provided by operating activities of continuing operations		(4	)		11			(226	)		251			149			—			181
Net cash provided by operating activities of discontinued operations		—			—			—			36			67			—			103

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED CASH FLOWS

For the Year Ended December 31, 2010

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities
Property and equipment additions		—		—			—			(173	)		(9	)		—		(182	)
Investment in Orbitz Worldwide		—		(50	)		—			—			—			—		(50	)
Businesses acquired		—		—			—			—			(16	)		—		(16	)
Loan to parent company		—		—			—			(9	)		—			—		(9	)
Loan repaid by parent company		—		—			—			9			—			—		9
Proceeds from asset sales		—		—			—			2			—			—		2
Net intercompany funding		4		39			271			(148	)		(166	)		—		—
Other		—		—			—			5			—			—		5
Net cash provided by (used in) investing activities		4		(11	)		271			(314	)		(191	)		—		(241	)
Financing activities
Proceeds from new term loan		—		—			137			—			—			—		137
Repayment of term loans		—		—			(160	)		—			—			—		(160	)
Proceeds from revolver borrowings		—		—			130			—			—			—		130
Repayment of revolver borrowings		—		—			(130	)		—			—			—		(130	)
Repayment of Capital lease obligations		—		—			—			(10	)		—			—		(10	)
Repurchase and retirement of Senior Notes		—		—			(18	)		—			—			—		(18	)
Proceeds from issuance of Senior Notes		—		—			250			—			—			—		250
Debt finance costs		—		—			(20	)		—			—			—		(20	)
Cash provided as collateral		—		—			(137	)		—			—			—		(137	)
Payments on settlement of foreign exchange derivative contracts		—		—			(77	)		—			—			—		(77	)
Proceeds on settlement of foreign exchange derivative contracts		—		—			16			—			—			—		16
Other		—		—			—			—			(3	)		—		(3	)
Net cash used in financing activities		—		—			(9	)		(10	)		(3	)		—		(22	)
Effects of changes in exchange rates on cash and cash equivalents		—		—			—			—			4			—		4
Net increase (decrease) in cash and cash equivalents		—		—			36			(37	)		26			—		25
Cash and cash equivalents at beginning of year (including cash of discontinued operations)		—		—			—			38			179			—		217
Cash and cash equivalents at end of year		—		—			36			1			205			—		242
Less: cash of discontinued operations		—		—			—			(1	)		(147	)		—		(148	)
Cash and cash equivalents of continuing operations at end of year		—		—			36			—			58			—		94