Guarantor and Non-Guarantor Financial Statements (Tables)

12 Months Ended

Dec. 31, 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		—			—			—			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	)

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

(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	)

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		(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	)

(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

(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	)

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		—			—			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

(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

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		(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	)

(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

(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	)

(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

(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

(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