Travelport Mike Rescoe, CFO Raffaele Sadun, SVP Enterprise Planning and Corporate Development May 2007
Forward Looking Statements Certain statements in this presentation constitute forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking statements. Statements preceded by, followed by or that otherwise include the words believes, expects, anticipates, intends, projects, estimates, plans, may increase, may fluctuate and similar expressions or future or conditional verbs such as will, should, would, may and could are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this presentation include, but are not limited to: our substantial indebtedness; our ability to service such indebtedness and the impact thereof on the way we operate our business; interest rate movements; factors affecting the level of travel activity, particularly air travel volume, including security concerns, natural disasters and other disruptions; general economic and business conditions; competition in the travel industry; pricing, regulatory and other trends in the travel industry; risks associated with doing business in multiple international jurisdictions and in multiple currencies; maintenance and protection of our information technology and intellectual property; the outcome of pending litigation; our ability to consummate the proposed acquisition of Worldspan; acquisition opportunities and our ability to successfully integrate acquired businesses and realize anticipated benefits of such acquisitions, including the proposed Worldspan acquisition; financing plans and access to adequate capital on favorable terms; and our ability to achieve anticipated cost savings. Other unknown or unpredictable factors also could have material adverse effects on our performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this presentation may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this presentation. Except to the extent required by applicable securities laws, the Company undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.
A Lot Has Happened in a Short Period of Time April 18, 2006 Jeff Clarke named CEO of Travelport June 30, 2006 Sale of Travelport to The Blackstone Group announced July 24, 2006 Pat Bourke named EVP of Restructuring August 11, 2006 $3.6B of financing secured to fund the acquisition of Travelport Organizational changes August 23, 2006 Sale of Travelport to The Blackstone Group and TCV closed November 11, 2006 Mike Rescoe named CFO of Travelport Strategic Transactions December 7, 2006 Travelport announces acquisition of Worldspan March 14, 2007 Travelport announces intention to IPO a portion of Orbitz January 1, 2007 Travelport reorganizes its operations into three global brands: Orbitz, Galileo and Gullivers Travels March 19, 2007 Travelport announces recapitalization of the Company
Travelport Snapshot > Travelport operates one of the world s largest networks of travel brands, content and service offerings. Our 8,000 local professionals open new travel possibilities and deliver great value through over 20 leading travel brands in more than 130 countries Pro Forma Revenue by Business Unit Pro Forma EBITDA by Business Unit (2) Pro Forma Revenue by Geography GTA 13% GTA 10% Asia 16% Orbitz 22% Americas 44% Orbitz 30% Galileo 57% Galileo 68% EMEA 40% FY06: $2,670 million (1) FY06: $641 million FY06: $2,670 million (1) (1) Excludes intercompany eliminations of $62 million. (2) Percentages based on Pro Forma EBITDA before headquarter related costs ($87 million) and run-rate cost savings ($78 million).
New Organizational and Reporting Structure Travelport is organized into three global business segments effective January 1, 2007 Division Description / Key Statistics Global Distribution System ( GDS ) Technology booking tool which provides air, hotel and other supplier inventory to 50,000+ travel agencies Access to over 500 airlines content Leading global positions and presence in 130+ countries US and European full service online travel agency Orbitz/CheapTickets is the largest and fastest growing OTA in the air segment with growing presence in other travel products Octopus and Flairview: Hotel-focused global affiliate and consumer facing sites 2006 gross bookings of ~$10 bn Global travel wholesaler serving travel agents and tour operators Access to inventory of hotel rooms, ground travel, sightseeing and other destination services with focus on Europe Services 27,000 groups annually with 8,500 transactions daily 23,000+ hotel relationships and inventory of over 30mm rooms annually Other Brands Flairview: 2006 Revenues ($mm) (1) $1,530 $800 $340 2006 Adj. EBITDA ($mm) $437 (28.6%) $141 (17.6%) $63 (18.5%) (% margin) (1) Excludes intercompany eliminations
Key Investment Highlights Proven Management Team Excellent Travel Industry Fundamentals Diversified Business Portfolio Across Entire Travel Distribution Chain Significant Value Cushion Enhanced GDS Platform Strong and Consistent Free Cash Flow Generation Strong Business Model Longstanding and Diverse Supplier, Agency and Consumer Relationships Dynamic Technology Platform
Travelport Business Update > Business continues to perform well Q4 2006 adjusted net revenue of $620 million, adjusted EBITDA of $131 million and ending cash balance of $97 million We are seeing robust travel demand across the globe and in each of our business units On March 20 th, announced we expect 1Q 2007 adjusted net revenue to be approximately 6% - 7% above prior year results of $635 million and adjusted EBITDA to be approximately 15% above prior year results of $115 million > Implementation of run-rate cost savings exceeds expectations Already executed $83 million (1) of run-rate cost savings $86 million run-rate savings were initially expected to be achieved by the end of 2007 and are proving to be a conservative estimate In March, we increased our estimate of total run rate savings to $150 million > May 7 th, prepaid $100 million of term loan debt Reduces annual cost of debt by $7 million - $8 million (1) As of March 8, 2007
Cost Savings Ahead of Plan Savings by Business Unit ($mm) Total = $83 million Savings by Key Categories ($mm) Total = $83 million $17 $19 $11 $10 $11 $1 $6 $9 $46 $29 Galileo Orbitz Worldwide GTA IT/Telecom Project Radii HQ $7 Headcount Reductions Telecom Reductions IT Vendor Related Contract Renegotiations, Procurement & Other Project Radii > Excluding $11 million of Project Radii savings, Travelport has implemented $72 million of cost savings as of March 8, 2007 Initial plan forecasted run-rate savings of $41 million by Q1 2007 and $75 million by Q4 2007 > Believe that up to $150 million in cost savings are achievable over the next 12 24 months
Opportunity for Significant Cost Savings Lack of integration of acquired assets provides significant opportunity for cost savings > The Company has taken actions as of March 8, 2007 that will generate $83 million of annual cost savings > The Company believes up to $150 million of annualized run-rate cost savings are achievable > Actions to generate the additional cost savings are expected to occur during the next 12 24 months > Cost saving opportunities stem from fully integrating acquired businesses and eliminating remaining inefficiencies within the businesses ($mm) Savings Category Previous Estimate (1) Revised Run Rate EBITDA Impact (1) Description Telecom 15 45 renegotiating agency contracts to require agencies to provide data connectivity through their own existing high-speed internet networks consolidating telecom groups across Travelport s businesses Information Technology 45 45 renegotiating major IT outsourcing contract re-aligning staffing levels in IT application, development & maintenance consolidating 30+ data centers in EMEA Other General and Administrative (2) 26 60 reducing corporate overhead and G&A expenses by adopting a shared services model for Global Operations, HR, Finance, and Legal functions and consolidating systems Total Savings 86 150 Cost savings of $150 million are highly achievable (1) Expected to realize $86 million of cost savings by Q4 2007 and the incremental $64 million, for a total of $150 million, over the next 12-24 months (2) G&A includes $11 million of Project Radii savings
Acquisition of Worldspan by Travelport > On December 7, 2006, Travelport and Worldspan entered into a definitive agreement under which Travelport would acquire Worldspan to create a leading global travel distribution provider > Purchase price of $1.4 billion Represents 5.5x LTM Adjusted EBITDA (1) of $254 million and 4.0x LTM PF Adjusted EBITDA (1) of $354 million including $100 million PF synergies Travelport > Geographic breadth with access to full content worldwide > Extensive and truly global customer base > Business diversity Worldspan > Advanced technology platform > Online transaction expertise > Low cost technology infrastructure Combined > Bring Worldspan s technology and low-cost infrastructure to Travelport s global distribution network > Achieve benefits for travel suppliers and agencies globally (1) Refers to LTM 9/30/06 Adjusted EBITDA + FASA
Recapitalization of Travelport > Acquisition of Worldspan To be financed through $1,040 million in new debt financing and $250 million PIK loans already made by Travelport to Worldspan in December > Dividend Recap In February 2007, Travelport executed a $1,100 million dividend recapitalization through a HoldCo PIK Loan Interest rate step-ups and callability incentivize the Company to further reduce leverage > Orbitz IPO We expect to file Orbitz s registration statement in 2Q 2007 and complete the IPO in 3Q 2007 All net proceeds will be used to pay down Travelport OpCo debt. In addition, Orbitz will raise debt at its OpCo level, a portion of which is also expected to be used to pay down Travelport OpCo debt For illustrative purposes we expect the Orbitz related transactions to result in a $1.3 billion paydown of Travelport OpCo debt > Pro forma for the Worldspan and Orbitz transactions, Travelport s net leverage is expected to be 5.0x
Clear Path to Delevering the Company 6.2x 5.6x 1.6x 1.7x 1.0x 5.0x 1.1x 4.6x 4.6x 5.1x 3.9x Pro Forma for HoldCo PIK Loan Pro Forma for Worldspan Merger Pro Forma for Partial Orbitz IPO OpCo Debt Sr. HoldCo PIK Loan (Illustrative) > Additional potential paths to drive additional debt repayment include (i) follow-on sale of Orbitz shares and (ii) IPO of a combined Travelport/Worldspan and GTA business, among others Note: Multiples calculated off of net total leverage
Conclusion > Continue to be excited about the prospects for Travelport and the global travel industry > Good business momentum through the 1Q of 2007 and cost savings ahead of plan > Proposed acquisition of Worldspan represents credit enhancing transaction for each of Travelport and Worldspan with a path to achieving a minimum of $100 million synergies > IPO of a portion of Orbitz to result in deleveraging > World class management team and sponsor with deep sector expertise
14 Appendix
Pro Forma Capitalization and Credit Statistics ($ in millions) FOR ILLUSTRATIVE PURPOSES ONLY PF for Dividend Recap (12/31/06) PF for WSPN Acquisition (12/31/06) PF for Orbitz IPO (12/31/06) Original (5) Revised (6) Original (5) Revised (6) Original (5) Revised (6) Cum. Net Mult.Cum. Net Mult. Cum. Net Mult. Cum. Net Mult. Cum. Net Mult. Cum. Net Mult. Amount EBITDA EBITDA Amount EBITDA EBITDA Amount EBITDA EBITDA Cash $97 $97 $97 Worldspan PIK Loan (1) 250 Cash at Orbitz 0 0 100 Cash and Investment Securities $347 $97 $197 Revolver $0 0.0x 0.0x $0 0.0x 0.0x $0 0.0x 0.0x (2) (3) Term Loan Facilities 2,203 2.9x 2.6x 3,243 3.2x 3.0x 1,943 1.8x 1.7x Term Loan Facilities at Orbitz 0 2.9x 2.6x 0 3.2x 3.0x 700 2.5x 2.4x Capital Lease Obligations 3 2.9x 2.6x 78 3.3x 3.1x 78 2.6x 2.4x Total First Lien Debt $2,206 2.9x 2.6x $3,321 3.3x 3.1x $2,721 2.6x 2.4x Senior Notes 903 4.3x 3.9x 903 4.2x 4.0x 903 3.5x 3.3x PV of FASA Liability 0 4.3x 3.9x 107 4.4x 4.1x 107 3.6x 3.4x Total Senior Debt $3,109 4.3x 3.9x $4,331 4.4x 4.1x $3,731 3.6x 3.4x Senior Subordinated Notes 506 5.1x 4.6x 506 4.9x 4.6x 506 4.2x 3.9x Total OpCo Debt (4) $3,615 5.1x 4.6x $4,837 4.9x 4.6x $4,237 4.2x 3.9x Senior HoldCo PIK Loan 1,100 6.8x 6.2x 1,100 6.0x 5.6x 1,100 5.3x 5.0x Total Debt $4,715 6.8x 6.2x $5,937 6.0x 5.6x $5,337 5.3x 5.0x Travelport 12/31/06 Adj. EBITDA $641 (5) (6) $705 (5) $641 $705 (6) (5) $641 $705 (6) Worldspan LTM 9/30/06 Adj. EBITDA + FASA 254 254 254 254 Synergies 100 100 100 100 Orbitz Non-Cash EBITDA Adjustment (23) (23) (23) (23) LTM Adjusted EBITDA $641 $705 $972 $1,036 $972 $1,036 (1) $125 million held by Travelport Worldwide Limited (2) $2,203 million Travelport Term Loan, plus $1,040 million Add-On Term Loan for Worldspan acquisition (3) Assumes paydown with $1,300 million of proceeds from Orbitz related transactions, for illustrative purposes (4) Euro debt reflected at hedge rate of Euro to US$ of $1.2876 (5) Assumes Travelport 12/31/06 Credit Agreement Adj. EBITDA of $641 million, which includes $78 million of Q4 2007 run-rate cost savings (6) Based on Travelport 12/31/06 Credit Agreement Adj. EBITDA, but includes $142 million of revised run-rate cost savings as opposed to $78 million
Travelport Credit Agreement/Indenture EBITDA Bridge FYE December 31, ($mm) 2006 Travelport Reported EBITDA (2,039) Adjustments Impairment Charges 2,390 Restructuring and Integration Costs 116 Unusual or Non-Recurring Items 75 Sponsor Monitoring Fee 2 Other Non-Cash Items 23 Acquisition Adjustment (5) Non-Realized Run-rate Cost Savings (1) 78 Travelport Credit Agreement Adj. EBITDA 641 Note: Figures may not reconcile due to rounding (1) Includes Project Radii savings