21.    Guarantor and Non-Guarantor 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 years ended December 31, 2013, 2012 and 2011, the consolidating condensed statements of comprehensive income (loss) for the years ended December 31, 2013, 2012 and 2011, consolidating condensed balance sheets as of December 31, 2013 and 2012, and the consolidating condensed statements of cash flows for the years ended December 31, 2013, 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 (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 issuer and 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 non-domestic 100% owned subsidiaries, the net revenue, assets and operating income of which are including in the non-guarantor subsidiaries.

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2013

 

(in $ millions)		Parent Guarantor				Intermediate Parent Guarantor				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Travelport Consolidated
Net revenue			—				—				—				799				1,277				—				2,076
Costs and expenses
Cost of revenue			—				—				—				504				762				—				1,266
Selling, general and administrative			24				—				12				61				299				—				396
Depreciation and amortization			—				—				—				196				10				—				206
Total costs and expenses			24				—				12				761				1,071				—				1,868
Operating (loss) income			(24	)			—				(12	)			38				206				—				208
Interest expense, net			—				—				(330	)			(12	)			—				—				(342	)
Loss on early extinguishment of debt			—				—				(49	)			—				—				—				(49	)
Equity in (losses) earnings of subsidiaries			(168	)			(359	)			32				—				—				495				—
(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide			(192	)			(359	)			(359	)			26				206				495				(183	)
Benefit from (provision for) income taxes			—				—				—				6				(26	)			—				(20	)
Equity in earnings of investment in Orbitz Worldwide			—				10				—				—				—				—				10
Net (loss) income from continuing operations			(192	)			(349	)			(359	)			32				180				495				(193	)
Gain from disposal of discontinued operations, net of tax			—				—				—				—				4				—				4
Net (loss) income			(192	)			(349	)			(359	)			32				184				495				(189	)
Net income attributable to non-controlling interest in subsidiaries			—				—				—				—				(3	)			—				(3	)
Net (loss) income attributable to the Company			(192	)			(349	)			(359	)			32				181				495				(192	)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the year ended December 31, 2013

 

(in $ millions)		Parent Guarantor				Intermediate Parent Guarantor				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Travelport Consolidated
Net (loss) income			(192	)			(349	)			(359	)			32				184				495				(189	)
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of tax			—				—				—				—				(5	)			—				(5	)
Unrealized loss on cash flow hedges, nets of tax			—				—				(4	)			—				—				—				(4	)
Unrealized actuarial gain on defined benefit plans, net of tax			—				—				—				104				3				—				107
Unrealized gain on equity investment, net of tax			—				9				—				—				—				—				9
Equity in other comprehensive income (loss) of subsidiaries			107				100				104				—				—				(311	)			—
Other comprehensive income (loss), net of tax			107				109				100				104				(2	)			(311	)			107
Comprehensive (loss) income			(85	)			(240	)			(259	)			136				182				184				(82	)
Comprehensive income attributable to non-controlling interest in subsidiaries			—				—				—				—				(3	)			—				(3	)
Comprehensive (loss) income attributable to the Company			(85	)			(240	)			(259	)			136				179				184				(85	)

 

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				—				14				104				295				—				446
Depreciation and amortization			—				—				—				216				11				—				227
Total costs and expenses			33				—				14				838				979				—				1,864
Operating (loss) income			(33	)			—				(14	)			(12	)			197				—				138
Interest expense, net			—				—				(277	)			(13	)			—				—				(290	)
Gain on early extinguishment of debt			—				—				6				—				—				—				6
Equity in (losses) earnings of subsidiaries			(203	)			(316	)			(31	)			—				—				550				—
(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide			(236	)			(316	)			(316	)			(25	)			197				550				(146	)
Provision for income taxes			—				—				—				(6	)			(17	)			—				(23	)
Equity in losses of investment in Orbitz Worldwide			—				(74	)			—				—				—				—				(74	)
Net (loss) income from continuing operations			(236	)			(390	)			(316	)			(31	)			180				550				(243	)
Gain from disposal of discontinued operations, net of tax			—				—				—				—				7				—				7
Net (loss) income			(236	)			(390	)			(316	)			(31	)			187				550				(236	)
Net income attributable to non-controlling interest in subsidiaries			—				—				—				—				—				—				—
Net (loss) income attributable to the Company			(236	)			(390	)			(316	)			(31	)			187				550				(236	)

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) 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	)			(390	)			(316	)			(31	)			187				550				(236	)
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of tax			—				—				—				(1	)			4				—				3
Unrealized actuarial loss on defined benefit plans, net of tax			—				—				—				(9	)			(4	)			—				(13	)
Unrealized loss on equity investment, net of tax			—				(3	)			—				—				—				—				(3	)
Equity in other comprehensive (loss) income of subsidiaries			(13	)			(10	)			(10	)			—				—				33				—
Other comprehensive (loss) income, net of tax			(13	)			(13	)			(10	)			(10	)			—				33				(13	)
Comprehensive (loss) income			(249	)			(403	)			(326	)			(41	)			187				583				(249	)
Comprehensive income attributable to non-controlling interest in subsidiaries			—				—				—				—				—				—				—
Comprehensive (loss) income attributable to the Company			(249	)			(403	)			(326	)			(41	)			187				583				(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			—				—				—				210				17				—				227
Total costs and expenses			13				—				—				833				989				—				1,835
Operating (loss) income			(13	)			—				—				64				149				—				200
Interest expense, net			(1	)			—				(274	)			(12	)			—				—				(287	)
Equity in earnings (losses) of subsidiaries			203				(252	)			26				—				—				23				—
Income (loss) before income taxes and equity in losses of investment in Orbitz Worldwide			189				(252	)			(248	)			52				149				23				(87	)
Provision for income taxes			—				(1	)			—				(8	)			(20	)							(29	)
Equity in losses of investment in Orbitz Worldwide			—				(18	)			—				—				—				—				(18	)
Net income (loss) from continuing operations			189				(271	)			(248	)			44				129				23				(134	)
Loss from discontinued operations, net of tax			—				—				—				(3	)			(3	)			—				(6	)
(Loss) gain from disposal of discontinued operations, net of tax			(14	)			—				(4	)			(15	)			345				—				312
Net income (loss)			175				(271	)			(252	)			26				471				23				172
Net loss attributable to non-controlling interest in subsidiaries			—				—				—				—				3				—				3
Net income (loss) attributable to the Company			175				(271	)			(252	)			26				474				23				175

 

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) 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 income (loss)			175				(271	)			(252	)			26				471				23				172
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of tax			—				—				—				8				(89	)			—				(81	)
Realized loss on cash flow hedges, nets of tax			—				—				9				—				—				—				9
Unrealized actuarial loss on defined benefit plans, net of tax			—				—				—				(85	)			(16	)			—				(101	)
Unrealized gain on equity investment, net of tax			—				6				—				—				—				—				6
Equity in other comprehensive (loss) income of subsidiaries			(167	)			(68	)			(77	)			—				—				312				—
Other comprehensive (loss) income, net of tax			(167	)			(62	)			(68	)			(77	)			(105	)			312				(167	)
Comprehensive income (loss)			8				(333	)			(320	)			(51	)			366				335				5
Comprehensive income attributable to non-controlling interest in subsidiaries			—				—				—				—				3				—				3
Comprehensive income (loss) attributable to the Company			8				(333	)			(320	)			(51	)			369				335				8

 

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 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			—				—				33				19				58				—				110
Accounts receivable, net			—				—				—				45				105				—				150
Deferred income taxes			—				—				—				—				2				—				2
Other current assets			—				—				10				33				127				—				170
Total current assets			—				—				43				97				292				—				432
Investment in subsidiary/intercompany			(1,203	)			(1,269	)			1,837				—				—				635				—
Property and equipment, net			—				—				—				392				24				—				416
Goodwill			—				—				—				960				26				—				986
Trademarks and tradenames			—				—				—				313				1				—				314
Other intangible assets, net			—				—				—				631				86				—				717
Cash held as collateral			—				—				137				—				—				—				137
Non-current deferred income tax			—				—				—				—				6				—				6
Other non-current assets			—				—				78				44				28				—				150
Total assets			(1,203	)			(1,269	)			2,095				2,437				463				635				3,158
Liabilities and equity
Current liabilities:
Accounts payable			—				—				—				47				27				—				74
Accrued expenses and other current liabilities			15				—				110				120				292				—				537
Deferred income taxes			—				—				—				38				—				—				38
Current portion of long-term debt			—				—				20				18				—				—				38
Total current liabilities			15				—				130				223				319				—				687
Long-term debt			—				—				3,234				158				—				—				3,392
Deferred income taxes			—				—				—				4				3				—				7
Other non-current liabilities			—				—				—				215				59				—				274
Total liabilities			15				—				3,364				600				381				—				4,360
Total shareholders’ equity (deficit)/intercompany			(1,218	)			(1,269	)			(1,269	)			1,837				66				635				(1,218	)
Equity attributable to non-controlling interest in subsidiaries			—				—				—				—				16				—				16
Total equity (deficit)/intercompany			(1,218	)			(1,269	)			(1,269	)			1,837				82				635				(1,202	)
Total liabilities and equity			(1,203	)			(1,269	)			2,095				2,437				463				635				3,158

 

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2013

 

(in $ millions)		Parent Guarantor				Intermediate Parent Guarantor				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Travelport Consolidated
Operating activities of continuing operations
Net (loss) income			(192	)			(349	)			(359	)			32				184				495				(189	)
Gain from disposal of discontinued operations			—				—				—				—				(4	)			—				(4	)
Net (loss) income from continuing operations			(192	)			(349	)			(359	)			32				180				495				(193	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization			—				—				—				196				10				—				206
Amortization of customer loyalty payments			—				—				—				19				44				—				63
Amortization of debt finance costs			—				—				24				—				—				—				24
Non-cash accrual of repayment fee and amortization of debt discount			—				—				7				—				—				—				7
Loss on early extinguishment of debt			—				—				49				—				—				—				49
Payment-in-kind interest			—				—				22				—				—				—				22
Gain on interest rate derivative instruments			—				—				(3	)			—				—				—				(3	)
Loss on foreign exchange derivative instruments			—				—				1				—				—				—				1
Equity in earnings of investment in Orbitz Worldwide			—				(10	)			—				—				—				—				(10	)
Equity in losses (earnings) of subsidiaries			168				359				(32	)			—				—				(495	)			—
Equity-based compensation			6				—				—				—				—				—				6
Deferred income taxes			—				—				—				(4	)			3				—				(1	)
Customer loyalty payments			—				—				—				(35	)			(43	)			—				(78	)
Defined benefit pension plan funding			—				—				—				(3	)			—				—				(3	)
Changes in assets and liabilities:
Accounts receivable			—				—				—				(6	)			(21	)			—				(27	)
Other current assets			—				—				3				7				(5	)			—				5
Accounts payable, accrued expenses and other current liabilities			—				—				(6	)			2				9				—				5
Other			—				—				6				7				14				—				27
Net cash (used in) provided by operating activities of continuing operations			(18	)			—				(288	)			215				191				—				100
Investing activities
Property and equipment additions			—				—				—				(102	)			(5	)			—				(107	)
Proceeds from sale of assets held for sale			—				—				—				17				—				—				17
Other			—				—				—				(6	)			—				—				(6	)
Net intercompany funding			25				—				212				(72	)			(165	)			—				—
Net cash provided by (used in) investing activities			25				—				212				(163	)			(170	)			—				(96	)
Financing activities
Proceeds from new term loans			—				—				2,169				—				—				—				2,169
Proceeds from revolver borrowings			—				—				73				—				—				—				73
Repayment of term loans			—				—				(1,667	)			—				—				—				(1,667	)
Repayment of revolver borrowings			—				—				(93	)			—				—				—				(93	)
Repurchase of Senior Notes			—				—				(413	)			—				—				—				(413	)
Repayment of capital lease obligations			—				—				—				(20	)			—				—				(20	)
Debt finance costs			—				—				(55	)			—				—				—				(55	)
Release of cash provided as collateral			—				—				137				—				—				—				137
Cash provided as collateral											(79	)			—				—				—				(79	)
Payments on settlement of foreign exchange derivative contracts			—				—				(8	)			—				—				—				(8	)
Proceeds from settlement of foreign exchange derivative contracts			—				—				4				—				—				—				4
Distribution to a parent company			(6	)			—				—				—				—				—				(6	)
Other			(1	)			—				—				—				(1	)			—				(2	)
Net cash (used in) provided by financing activities			(7	)			—				68				(20	)			(1	)			—				40
Net (decrease) increase in cash and cash equivalents			—				—				(8	)			32				20				—				44
Cash and cash equivalents at beginning of period			—				—				33				19				58				—				110
Cash and cash equivalents at end of period			—				—				25				51				78				—				154

 

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	)			(390	)			(316	)			(31	)			187				550				(236	)
Gain from disposal of discontinued operations			—				—				—				—				(7	)			—				(7	)
Net (loss) income from continuing operations			(236	)			(390	)			(316	)			(31	)			180				550				(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			—				—				—				216				11				—				227
Amortization of customer loyalty payments			—				—				—				11				51				—				62
Amortization of debt finance costs			—				—				37				—				—				—				37
Gain on early extinguishment of debt			—				—				(6	)			—				—				—				(6	)
Payment-in-kind interest			—				—				14				—				—				—				14
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				316				31				—				—				(550	)			—
Equity-based compensation			2				—				—				—				—				—				2
Deferred income taxes			—				—				—				3				1				—				4
Customer loyalty payments			—				—				—				(11	)			(36	)			—				(47	)
Defined benefit pension plan funding			—				—				—				(27	)			—				—				(27	)
FASA liability			—				—				—				(7	)			—				—				(7	)
Changes in assets and liabilities:
Accounts receivable			—				—				—				21				1				—				22
Other current assets			—				—				—				(2	)			(1	)			—				(3	)
Accounts payable, accrued expenses and other current liabilities			—				—				39				(46	)			44				—				37
Other			—				—				—				(19	)			55				—				36
Net cash (used in) provided by operating activities			(31	)			—				(202	)			108				306				—				181
Investing activities
Property and equipment additions			—				—				—				(92	)			—				—				(92	)
Other			—				—				—				—				3				—				3
Net intercompany funding			29				—				270				(8	)			(291	)			—				—
Net cash provided by (used in) investing activities			29				—				270				(100	)			(288	)			—				(89	)
Financing activities
Proceeds from new term loans			—				—				170				—				—				—				170
Proceeds from revolver borrowings			—				—				80				—				—				—				80
Repayment of term loans			—				—				(165	)			—				—				—				(165	)
Repayment of revolver borrowings			—				—				(95	)			—				—				—				(95	)
Repurchase of Senior Notes			—				—				(20	)			—				—				—				(20	)
Repayment of capital lease obligations			—				—				—				(16	)			—				—				(16	)
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			2				—				—				—				—				—				2
Net cash provided by (used in) financing activities			2				—				(92	)			(16	)			—				—				(106	)
Net (decrease) increase in cash and cash equivalents			—				—				(24	)			(8	)			18				—				(14	)
Cash and cash equivalents at beginning of period			—				—				57				27				40				—				124
Cash and cash equivalents at end of period			—				—				33				19				58				—				110

 

CONSOLIDATING CONDENSED STATEMENTS OF 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
Net income (loss)			175				(271	)			(252	)			26				471				23				172
Loss (income) from discontinued operations (including gain from disposal), net of tax			14				—				4				18				(342	)			—				(306	)
Net income (loss) from continuing operations			189				(271	)			(248	)			44				129				23				(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			—				—				—				210				17				—				227
Amortization of customer loyalty payments			—				—				—				26				48				—				74
Amortization of debt finance costs			—				—				23				—				—				—				23
Payment-in-kind interest			—				—				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	)			252				(26	)			—				—				(23	)			—
Equity-based compensation			5				—				—				—				—				—				5
Deferred income taxes			—				—				—				3				—				—				3
Customer loyalty payments			—				—				—				(14	)			(51	)			—				(65	)
Defined benefit pension plan funding			—				—				—				(17	)			—				—				(17	)
FASA liability			—				—				—				(16	)			—				—				(16	)
Changes in assets and liabilities:
Accounts receivable			—				—				—				(15	)			(5	)			—				(20	)
Other current assets			—				—				—				3				1				—				4
Accounts payable, accrued expenses and other current liabilities			—				—				—				(11	)			20				—				9
Other			—				—				8				12				13				—				33
Net cash (used in) provided by operating activities			(9	)			(1	)			(263	)			225				172				—				124
Net cash used in operating activities of discontinued operations			—				—				—				—				(12	)			—				(12	)
Investing activities
Property and equipment additions			—				—				—				(72	)			(5	)			—				(77	)
Proceeds from sale of GTA business, net of cash disposed of $7 million			(10	)			—				14				—				624				—				628
Other			—				—				—				—				5				—				5
Net intercompany funding			111				1				995				(149	)			(958	)			—				—
Net cash provided by (used in) investing activities			101				1				1,009				(221	)			(334	)			—				556
Financing activities
Proceeds from revolver borrowings			—				—				35				—				—				—				35
Repayment of term loans			—				—				(658	)			—				—				—				(658	)
Repayment of capital lease 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	)
Effects of changes in exchange rates on cash and cash equivalents			—				—				—				—				5				—				5
Net increase (decrease) in cash and cash equivalents			—				—				57				(10	)			(165	)			—				(118	)
Cash and cash equivalents at beginning of period			—				—				—				37				205				—				242
Cash and cash equivalents at end of period			—				—				57				27				40				—				124