14. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

All of the Company’s secured debt and its unsecured senior notes and 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 100% 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 months ended March 31, 2014 and 2013, the consolidating condensed statements of comprehensive income loss for the three months ended March 31, 2014 and 2013, consolidating condensed balance sheets as of March 31, 2014 and December 31, 2013, and the consolidating condensed statements of cash flows for the three months ended March 31, 2014 and 2013 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 (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. As a result of the Company’s refinancing plans certain entities previously reported as non-guarantor subsidiaries within the Company’s consolidating condensed financial statements are now presented as guarantor subsidiaries for all periods presented.

In addition, the Company’s secured debt 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 March 31, 2014


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net revenue		—		—		—		210		362		—		572

Costs and expenses
Cost of revenue		—		—		—		136		217		—		353
Selling, general and administrative		3		(2)		(1)		3		85		—		88
Depreciation and amortization		—		—		—		54		2		—		56

Total costs and expenses		3		(2)		(1)		193		304		—		497

Operating (loss) income		(3)		2		1		17		58		—		75
Interest expense, net		—		—		(81)		(2)		—		—		(83)
Loss on extinguishment of debt		—		—		(5)		—		—		—		(5)
Equity in (losses) earnings of subsidiaries		(26)		(73)		12		—		—		87		—

(Loss) income before income taxes and equity in losses of Orbitz Worldwide		(29)		(71)		(73)		15		58		87		(13)
Provision for income taxes		—		—		—		(3)		(7)		—		(10)
Equity in losses of investment in Orbitz Worldwide		—		(4)		—		—		—		—		(4)

Net (loss) income		(29)		(75)		(73)		12		51		87		(27)
Net income attributable to non-controlling interest in subsidiaries		—		—		—		—		(2)		—		(2)

Net (loss) income attributable to the Company		(29)		(75)		(73)		12		49		87		(29)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended March 31, 2014


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(29)		(75)		(73)		12		51		87		(27)

Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—		—		—		—		1		—		1
Unrealized loss on cash flow hedges, net of tax		—		—		(1)		—		—		—		(1)
Unrealized loss on equity investment, net of tax		—		(1)		—		—		—		—		(1)
Equity in other comprehensive (loss) income of subsidiaries		(1)		(1)		—		—		—		2		—

Other comprehensive (loss) income, net of tax		(1)		(2)		(1)		—		1		2		(1)

Comprehensive (loss) income		(30)		(77)		(74)		12		52		89		(28)
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—		—		—		(2)		—		(2)

Comprehensive (loss) income attributable to the Company		(30)		(77)		(74)		12		50		89		(30)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2013


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net revenue		—		—		—		212		336		—		548

Costs and expenses
Cost of revenue		—		—		—		138		195		—		333
Selling, general and administrative		8		—		(4)		22		68		—		94
Depreciation and amortization		—		—		—		50		2		—		52

Total costs and expenses		8		—		(4)		210		265		—		479

Operating (loss) income		(8)		—		4		2		71		—		69
Interest expense, net		—		—		(66)		(4)		—		—		(70)
Equity in earnings (losses) of subsidiaries		(2)		(66)		(4)		—		—		72		—

(Loss) income before income taxes and equity in earnings of Orbitz Worldwide		(10)		(66)		(66)		(2)		71		72		(1)
Provision for income taxes		—		—		—		(2)		(9)		—		(11)
Equity in earnings of investment in Orbitz Worldwide		—		2		—		—		—		—		2

Net (loss) income		(10)		(64)		(66)		(4)		62		72		(10)
Net income attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—

Net (loss) income attributable to the Company		(10)		(64)		(66)		(4)		62		72		(10)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended March 31, 2013


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(10)		(64)		(66)		(4)		62		72		(10)

Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—		—		—		(3)		—		(3)
Unrealized gain on equity investment, net of tax		—		5		—		—		—		—		5
Equity in other comprehensive income (loss) of subsidiaries		2		—		—		—		—		(2)		—

Other comprehensive income (loss), net of tax		2		5		—		—		(3)		(2)		2

Comprehensive (loss) income		(8)		(59)		(66)		(4)		59		70		(8)
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—

Comprehensive (loss) income attributable to the Company		(8)		(59)		(66)		(4)		59		70		(8)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of March 31, 2014


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—		—		85		24		71		—		180
Accounts receivable, net		—		—		—		14		219		—		233
Deferred income taxes		—		—		—		—		1		—		1
Other current assets		—		—		4		22		120		—		146

Total current assets		—		—		89		60		411		—		560
Investment in subsidiary/intercompany		(1,213)		(1,390)		1,904		—		—		699		—
Property and equipment, net		—		—		—		399		23		—		422
Goodwill		—		—		—		960		26		—		986
Trademarks and tradenames		—		—		—		313		1		—		314
Other intangible assets, net		—		—		—		569		108		—		677
Cash held as collateral		—		—		79		—		—		—		79
Investment in Orbitz Worldwide		—		13		—		—		—		—		13
Non-current deferred income tax		—		—		—		—		5		—		5
Other non-current assets		—		—		43		46		44		—		133

Total assets		(1,213)		(1,377)		2,115		2,347		618		699		3,189

Liabilities and equity
Current liabilities:
Accounts payable		—		—		—		46		24		—		70
Accrued expenses and other current liabilities		9		1		114		140		352		—		616
Deferred income taxes		—		—		—		24		—		—		24
Current portion of long-term debt		—		—		65		31		—		—		96

Total current liabilities		9		1		179		241		376		—		806
Long-term debt		—		—		3,315		74		—		—		3,389
Deferred income taxes		—		—		—		17		4		—		21
Other non-current liabilities		—		—		11		111		52		—		174

Total liabilities		9		1		3,505		443		432		—		4,390

Total shareholders’equity (deficit) / intercompany		(1,222)		(1,378)		(1,390)		1,904		165		699		(1,222)
Equity attributable to non-controlling interest in subsidiaries		—		—		—		—		21		—		21

Total equity (deficit)/ intercompany		(1,222)		(1,378)		(1,390)		1,904		186		699		(1,201)

Total liabilities and equity		(1,213)		(1,377)		2,115		2,347		618		699		3,189

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2013


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—		—		25		51		78		—		154
Accounts receivable, net		—		—		—		51		126		—		177
Deferred income taxes		—		—		—		—		1		—		1
Other current assets		—		—		7		26		101		—		134

Total current assets		—		—		32		128		306		—		466
Investment in subsidiary/intercompany		(1,315)		(1,426)		1,991		—		—		750		—
Property and equipment, net		—		—		—		405		23		—		428
Goodwill		—		—		—		960		26		—		986
Trademarks and tradenames		—		—		—		313		1		—		314
Other intangible assets, net		—		—		—		577		94		—		671
Cash held as collateral		—		—		79		—		—		—		79
Investment in Orbitz Worldwide		—		19		—		—		—		—		19
Non-current deferred income tax		—		—		—		—		5		—		5
Other non-current assets		—		—		48		35		37		—		120

Total assets		(1,315)		(1,407)		2,150		2,418		492		750		3,088

Liabilities and equity
Current liabilities:
Accounts payable		—		—		—		45		27		—		72
Accrued expenses and other current liabilities		15		1		104		124		296		—		540
Deferred income taxes		—		—		—		24		—		—		24
Current portion of long-term debt		—		—		16		29		—		—		45

Total current liabilities		15		1		120		222		323		—		681
Long-term debt		—		—		3,450		78		—		—		3,528
Deferred income taxes		—		—		—		14		4		—		18
Other non-current liabilities		—		—		6		113		53		—		172

Total liabilities		15		1		3,576		427		380		—		4,399

Total shareholders’equity (deficit) / intercompany		(1,330)		(1,408)		(1,426)		1,991		93		750		(1,330)
Equity attributable to non-controlling interest in subsidiaries		—		—		—		—		19		—		19

Total equity (deficit)/ intercompany		(1,330)		(1,408)		(1,426)		1,991		112		750		(1,311)

Total liabilities and equity		(1,315)		(1,407)		2,150		2,418		492		750		3,088

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2014


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Operating activities
Net (loss) income		(29)		(75)		(73)		12		51		87		(27)
Adjustments to reconcile net (loss) income from operations to net cash provided by (used in) operating activities:
Depreciation and amortization		—		—		—		54		2		—		56
Amortization of customer loyalty payments		—		—		—		6		12		—		18
Amortization of debt finance costs		—		—		3		—		—		—		3
Accrual of repayment fee and amortization of debt discount costs		—		—		3		—		—		—		3
Loss on extinguishment of debt		—		—		5		—		—		—		5
Payment-in-kind interest		—		—		6		—		—		—		6
Gain on interest rate derivative instruments		—		—		(1)		—		—		—		(1)
Gain on foreign exchange derivative instruments		—		—		(1)		—		—		—		(1)
Equity in losses of investment in Orbitz Worldwide		—		4		—		—		—		—		4
Equity in losses (earnings) of subsidiaries		26		73		(12)		—		—		(87)		—
Equity-based compensation		1		—		—		—		—		—		1
Deferred income taxes		—		—		—		3		—		—		3
Customer loyalty payments		—		—		—		(12)		(14)		—		(26)
Changes in assets and liabilities:
Accounts receivable		—		—		—		(1)		(54)		—		(55)
Other current assets		—		—		3		4		(3)		—		4
Accounts payable, accrued expenses and other current liabilities		(6)		—		10		17		21		—		42
Other		—		—		—		(13)		1		—		(12)

Net cash (used in) provided by operating activities		(8)		2		(57)		70		16		—		23

Investing activities
Property and equipment additions		—		—		—		(24)		(2)		—		(26)
Minority investment		—		—		—		—		(10)		—		(10)
Net intercompany funding		8		(2)		71		(66)		(11)		—		—

Net cash provided by (used in) investing activities		8		(2)		71		(90)		(23)		—		(36)

Financing activities
Proceeds from revolver borrowings		—		—		50		—		—		—		50
Repayment of term loans		—		—		(4)		—		—		—		(4)
Repayment of capital lease obligations		—		—		—		(7)		—		—		(7)
Payment related to extinguishment of debt		—		—		(3)		—		—		—		(3)
Proceeds from settlement of foreign exchange derivative contracts		—		—		3		—		—		—		3

Net cash provided by (used in) financing activities		—		—		46		(7)		—		—		39

Net increase (decrease) in cash and cash equivalents		—		—		60		(27)		(7)		—		26
Cash and cash equivalents at beginning of period		—		—		25		51		78		—		154

Cash and cash equivalents at end of period		—		—		85		24		71		—		180

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2013


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Operating activities
Net (loss) income		(10)		(64)		(66)		(4)		62		72		(10)
Adjustments to reconcile net (loss) income from operations to net cash (used in) provided by operating activities:
Depreciation and amortization		—		—		—		50		2		—		52
Amortization of customer loyalty payments		—		—		—		4		10		—		14
Amortization of debt finance costs		—		—		7		—		—		—		7
Payment-in-kind interest		—		—		4		—		—		—		4
Gain on foreign exchange derivative instruments		—		—		7		—		—		—		7
Equity in earnings of investment in Orbitz Worldwide		—		(2)		—		—		—		—		(2)
Equity in (earnings) losses of subsidiaries		2		66		4		—		—		(72)		—
Customer loyalty payments		—		—		—		(4)		(8)		—		(12)
Changes in assets and liabilities:
Accounts receivable		—		—		—		(15)		(45)		—		(60)
Other current assets		—		—		—		(4)		(8)		—		(12)
Accounts payable, accrued expenses and other current liabilities		3		—		(38)		13		20		—		(2)
Other		—				—		7		(14)		—		(7)

Net cash (used in) provided by operating activities		(5)		—		(82)		47		19		—		(21)

Investing activities
Property and equipment additions		—		—		—		(23)		—		—		(23)
Net intercompany funding		5		—		6		7		(18)		—		—

Net cash provided by (used in) investing activities		5		—		6		(16)		(18)		—		(23)

Financing activities
Proceeds from revolver borrowings		—		—		53		—		—		—		53
Repayment of capital lease obligations		—		—		—		(4)		—		—		(4)
Debt finance costs		—		—		(2)		—		—		—		(2)
Payments on settlement of foreign exchange derivative contracts		—		—		(7)		—		—		—		(7)
Proceeds from settlement of foreign exchange derivative contracts		—		—		2		—		—		—		2

Net cash provided by (used in) financing activities		—		—		46		(4)		—		—		42

Net (decrease) increase in cash and cash equivalents		—		—		(30)		27		1		—		(2)
Cash and cash equivalents at beginning of period		—		—		33		19		58		—		110

Cash and cash equivalents of operations at end of period		—		—		3		46		59		—		108