##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 333-141714
      Travelport Limited
 (Exact name of registrant as
    specified in its charter)
  Bermuda

98-0505100(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification Number)  405 Lexington Avenue
 New York, NY 10174
 (Address of principal executive
    offices, including zip code)
  (212) 915-9150
 (Registrants telephone
    number, including area code)
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT: None.
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT: None.
  o þ
  þ o
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
    DOCUMENTS INCORPORATED BY REFERENCE
 None




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##### 





TABLE OF
    CONTENTS
   
 Item

Description

PagePART IItem 1

Business


2Item 1A

Risk Factors


16Item 1B

Unresolved Staff Comments


32Item 2

Properties


32Item 3

Legal Proceedings


33Item 4

Removed and Reserved


33PART IIItem 5

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


34Item 6

Selected Financial Data


34Item 7

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


38Item 7A

Quantitative and Qualitative Disclosure about
    Market Risks


65Item 8

Financial Statements and Supplementary Data


65Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


66Item 9A

Controls and Procedures


66Item 9B

Other Information


66PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


67Item 11

Executive Compensation


71Item 12

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


83Item 13

Certain Relationships and Related Transactions
    and Director Independence


84Item 14

Principal Accountant Fees and Services


87PART IVItem 15

Exhibits and Financial Statement Schedules


88Signatures


89EX-10.15EX-10.17EX-10.32EX-10.35EX-10.36EX-10.37EX-10.38EX-10.39EX-10.40EX-10.41EX-10.42EX-10.43EX-10.44EX-12EX-21EX-31.1EX-31.2EX-32EX-99   i




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Form 10-K
    
    factors affecting the level of travel activity, particularly air
    travel volume, including security concerns, general economic
    conditions, natural disasters and other disruptions;
    our ability to achieve expected cost savings from our efforts to
    improve operational efficiency;
    the impact that our outstanding indebtedness may have on the way
    we operate our business;
    our ability to obtain travel supplier inventory from travel
    suppliers, such as airlines, hotels, car rental companies,
    cruise lines and other travel suppliers;
    our ability to maintain existing relationships with travel
    agencies and tour operators and to enter into new relationships;
    our ability to develop and deliver products and services that
    are valuable to travel agencies and travel suppliers;
    the impact on supplier capacity and inventory resulting from
    consolidation of the airline industry;
    general economic and business conditions in the markets in which
    we operate, including fluctuations in currencies;
    pricing, regulatory and other trends in the travel industry;
    risks associated with doing business in multiple countries and
    in multiple currencies;
    maintenance and protection of our information technology and
    intellectual property; and
    financing plans and access to adequate capital on favorable
    terms.    and/or Form 10-K,
   1




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##### Table of Contents



PART I  ITEM 1.  BUSINESS
  Overview
      
    The Global Distribution Systems (GDS) businessconsists of the Travelport GDSs, which provide aggregation,
    search and transaction processing services to travel suppliers
    and travel agencies, allowing travel agencies to search,
    compare, process and book tens of thousands of itinerary and
    pricing options across multiple travel suppliers within seconds.
    Our GDS business operates three systems, Galileo, Apollo and
    Worldspan, across approximately 160 countries to provide travel
    agencies with booking technology and access to considerable
    supplier inventory that we aggregate from airlines, hotels, car
    rental companies, rail networks, cruise and tour operators, and
    destination service providers. Our GDS business provides travel
    distribution services to more than 950 travel suppliers and
    approximately 60,000 online and offline travel agencies, which
    in turn serve millions of end consumers globally. In 2009,
    approximately 148 million tickets were issued through our
    GDS business, with approximately four billion fares available at
    any one time. Our GDS business executed an average of
    75 million searches and processed up to 1.6 billion
    travel-related messages per day in 2009.    
    The GTA businessreceives access to accommodation, ground
    travel, sightseeing and other destination services from travel
    suppliers at negotiated rates and then distributes this
    inventory in over 130 countries, through multiple channels to
    other travel wholesalers, tour operators and travel agencies, as
    well as directly to consumers via its affiliate channels. GTA
    has an inventory of approximately 24,000 hotels worldwide, the
    substantial majority of which are independent of major hotel
    chains, and over 56 million hotel rooms on an annual basis.  Company
    History
     2




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Company
    Information
  (212) 915-9150). Form 10-K, Form 10-Q, Form 8-K www.travelport.com Regulation S-K, Form 10-K, Form 10-Q Form 8-K
  The GDS
    Business
   3




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Travel Suppliers.
      Americas

Europe

MEA

APACAmerican Airlines

Air France

Emirates Airlines

Cathay PacificDelta Air Lines

Alitalia

Qatar Airways

Jet AirwaysNorthwest Airlines

British Airways

Saudi Arabian Airlines

Qantas AirwaysUnited Airlines

KLM

South African Airways

Singapore AirlinesUS Airways

Lufthansa Airlines

Turkish Airlines

Thai Airways    4




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Travel Agencies.
     5




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Airline IT Solutions. e-ticketing
  
    Hosting solutions.  These solutions encompass
    mission-critical systems for airlines such as internal
    reservation system services, seat and fare class inventory
    management, flight operations technology services and software
    development services. Our internal reservation system services
    include the operation, maintenance, development and hosting of
    an airlines internal reservation system and include seat
    availability, reservations, fares and pricing, ticketing and
    baggage services. These services are integral to an
    airlines operations as they are the means by which an
    airline sells tickets to passengers and also drive all the other
    key passenger-related services and revenue processes and systems
    within the airline. Flight operations technology services
    provide operational support to airlines, from pre-flight
    preparation through to departure and landing. Some of these
    services include weight and balance, flight planning and
    tracking, passenger boarding, flight crew management, passenger
    manifests and cargo. Software development services focus on
    creating innovative software for use in an airlines
    internal reservation system and flight operations systems.    
    IT subscription services.  While some airlines
    elect to have their internal reservation system run by a single
    IT services provider, others prefer to outsource selected
    functions to multiple IT services providers. We have developed,
    in part through our hosting arrangements, an array of
    leading-edge IT subscription services for mission-critical
    applications in fares, pricing and
    e-ticketing.
    We provide these 6




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services to 235 airlines and airline ground handlers, of which
    44 are direct customers and 191 are indirect customers that
    receive our services through an intermediary. Direct IT
    subscription customers include Emirates, Air New Zealand and
    Alitalia. Our IT subscription services include:  Fares and Pricing/e-pricing/Global Fares:
  Electronic Ticketing:
  Rapid Reprice:
  Fare Verified:
  Interchange: e-ticketing
  
    Business Intelligence.  As part of our GDS
    business, we also provide data to airlines, travel agencies,
    hotels, car rental companies and other travel industry
    participants. Our data sets are critical to these businesses in
    the management of their own operations and the optimization of
    their industry position and revenue-generating potential.
    Travelport Business Intelligence is a leader in providing
    businesses involved in all aspects of travel with access to both
    traditional and proprietary market intelligence data sets. We
    provide market-sensitive data to 120 airlines, supporting
    processes such as GDS billing, airline revenue accounting and
    industry settlement. We also supply marketing-oriented raw data
    sets, data processing services, consulting services and
    web-based analytical tools to 48 airlines, travel agencies and
    other travel related companies worldwide to support their
    business processes, such as airline network planning, revenue
    management, pricing, sales and partnership management. This
    combined offering of data and analytical capabilities delivers
    market intelligence to businesses that use the information to
    enhance their industry position. A primary data product supplies
    raw GDS booking data with details of routes, fares
    and prices. No personally identifiable data is provided.  New Products and Products in
    Development.
  
    Search and Shopping.  We are investing to
    improve the speed, quality of results and functionality
    available for searches. The existing product suite includes our
    e-Pricing, a
    leading tool due for further roll-out in 2010, which requires a
    single entry to initiate searches across published, negotiated,
    web and advertised fares and returns shopping results in
    seconds. Our
    e-Pricing
    product outperforms in finding the lowest fare available and
    generates the greatest average saving.
    Travelport Universal Desktop,due for launch in the third
    quarter of 2010, will be a fully-integrated intelligent desktop,
    unifying selling and merchandising programs, automating
    processes and providing a single integrated channel to access
    full GDS, LCC, hotel, car rental and rail content from multiple
    sources. Universal Desktop will deliver a new graphic interface
    that is faster, more user-friendly and offers greater
    flexibility than the traditional green screen
    interface. In addition to allowing agencies to configure the
    desktop to satisfy their respective customer needs, Universal
    Desktop will also feature a dashboard and activity panel that
    will provide the latest information, access reports, calendars
    and email within the same application. The Universal Record
    feature, which will combine components of a travel itinerary
    irrespective of source, will remove the need for duplication by
    travel agencies. Further tools will include traveler profiling,
    supplier preferencing, policy and quality control, agency search 7




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capabilities, customer service automation, continuity checking,
    data tracking and access to management information.  
    Travelport Traversais a corporate travel online booking
    tool that allows business travelers to shop for and book their
    own reservations quickly and cost-effectively while enabling
    corporations to maintain travel policies, maximize supplier
    agreements, standardize processes and achieve high online
    adoption. Traversa has over 444,000 active traveler profiles and
    processes in excess of 2 million segments annually.
    Merchandising and Advertising.  We offer a
    suite of travel sales and marketing capabilities which allow
    travel suppliers flexibility in how they sell products or target
    special offers to particular traveler groups. It enables travel
    agencies to tailor their product offers to end customers and
    provides a platform on which such products can be advertised and
    sold.
    eNett (Payment Services Joint Venture)is developing
    automated payment solutions between suppliers and travel
    agencies, tailored to meet the needs of the travel industry,
    currently focusing on Asia, Europe and the United States.
    eNetts billing and settlement solutions via web-based
    technology can be integrated or accessed as an independent
    system.  GDS Sales and Marketing.
        GDS Competitive Landscape.
 8




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start-up
    
    the timeliness, reliability and scope of travel inventory and
    related information offered;
    service, reliability and ease of use of the system;
    the number and size of travel agencies utilizing our GDSs and
    the fees charged and inducements paid to travel agencies;
    travel supplier participation levels, inventory and the
    transaction fees charged to travel suppliers; and
    the range of products and services available to travel suppliers
    and travel agencies.  Airline IT Solutions Competitive
    Landscape.
  Technology.
   9




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The GTA
    Business
  GTA.
        Octopus Travel.
  Travel Suppliers.
 10




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Travel Wholesalers, Travel Agencies and Tour
    Operators.
  GTA Sales and Marketing.
  Technology.
      GTA Competitive Landscape.
 11




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
    the choice and availability of travel inventory;
    customer service;
    the strength of independent hotel relationships;
    the breadth, diversification and strength of local tour operator
    and travel agency relationships;
    pricing pressures, which have increased in mature markets in
    Europe and North America as a result of increased use of new
    distribution channels (such as online travel agencies and hotel
    websites);
    the reliability of the reservation system;
    the geographic scope of products and services offered; and
    the ability to package products and services in ways appealing
    to travelers.  Material
    Agreements
  Form 8-K
    Form 8-K
  Financial
    Data of Segments and Geographic Areas
  Form 10-K.
  Intellectual
    Property
  ® ® ® ® ® ® ® ®
   12




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Employees
    Government
    Regulation
      GDS
    Regulations
         13




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GTA
    Regulations
  and/or
  Travel
    Agency Regulations
      Privacy
    and Data Protection Regulations
         14




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Marketing
    Operation Regulations
  country-by-country
  Internet
    Regulations
        e-commerce
  ITEM 1A.RISK
    FACTORS
  You should carefully consider each of the following risks and
    all of the other information set forth in this Annual Report on
    Form 10-K.
    Based on the information currently known to us, we believe that
    the following
 15




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information identifies the most significant risk factors
    affecting us in each of these categories of risk. However, the
    risks and uncertainties we face are not limited to those
    described below. Additional risks and uncertainties not
    presently known to us or that we currently believe to be
    immaterial may also adversely affect our business. Past
    financial performance may not be a reliable indicator of future
    performance and historical trends should not be used to
    anticipate results or trends in future periods.
  Risks
    Relating to Our Business
  Our
    revenue is derived from the global travel industry and a
    prolonged or substantial decrease in global travel volume,
    particularly air travel, as well as other industry trends, could
    adversely affect us.
    
    global security issues, political instability, acts or threats
    of terrorism, hostilities or war and other political issues that
    could adversely affect global air travel volume;
    epidemics or pandemics, such as H1N1 swine flu,
    avian flu and Severe Acute Respiratory Syndrome, or
    SARS;
    natural disasters, such as hurricanes and earthquakes;
    general economic conditions, particularly to the extent that
    adverse conditions may cause a decline in travel volume, such as
    the recent crisis in the global credit and financial markets
    which has caused significantly diminished liquidity and credit
    availability, declines in consumer confidence, declines in
    economic growth, increases in unemployment rates and uncertainty
    about economic stability;
    the financial condition of travel suppliers, including airlines
    and hotels, and the impact of any changes such as airline
    bankruptcies or consolidations on the cost and availability of
    air travel and hotel rooms;
    changes to laws and regulations governing the airline and travel
    industry and the adoption of new laws and regulations
    detrimental to operations, including environmental and tax laws
    and regulations;
    fuel price escalation;
    work stoppages or labor unrest at any of the major airlines or
    other travel suppliers or at airports;
    increased security, particularly airport security that could
    reduce the convenience of air travel;
    travelers perception of the occurrence of travel-related
    accidents, of the environmental impact of air travel,
    particularly in regards to
    CO2
    emissions, or of the scope, severity and timing of the other
    factors described above; and
    changes in occupancy and room rates achieved by hotels.     16




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The
    travel industry may continue to shrink in the absence of a
    global recovery in macroeconomic and business conditions or may
    not grow in line with long-term historical trends following any
    recovery.
  year-on-year
  The
    travel industry is highly competitive, and we are subject to
    risks relating to competition that may adversely affect our
    performance.
    GDS
    business
         17




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Airline
    IT Solutions business
    GTA
    business
        We may
    not be able to protect our technology effectively, which would
    allow competitors to duplicate our products and services. This
    could make it more difficult for us to compete with
    them.
      We
    depend on our supplier relationships, and adverse changes in
    these relationships or our inability to enter into new
    relationships could negatively affect our access to travel
    offerings and reduce our revenue.
   18




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marked-up
    Our
    business is exposed to customer credit risk, against which we
    may not be able to protect ourselves fully.
   19




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Travel
    suppliers are seeking alternative distribution models, including
    those involving direct access to travelers, which may adversely
    affect our results of operations.
  e-ticketing
      Trends
    in pricing and other terms of agreements among airlines and
    travel agencies have reduced, and could further reduce in the
    future, our revenue and margins.
   20




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and/or
    We
    rely on third-party national distribution companies to market
    our GDS services in certain regions.
   21




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Consolidation
    in the travel industry may result in lost bookings and reduced
    revenue.
        We may
    not successfully realize our expected cost
    savings.
   22




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We may
    not effectively integrate or realize anticipated benefits from
    future acquisitions.
    We
    rely on information technology to operate our businesses and
    maintain our competitiveness, and any failure to adapt to
    technological developments or industry trends could harm our
    businesses.
      System
    interruptions and slowdowns may cause us to lose customers or
    business opportunities or to incur liabilities.
  and/or
  
    power losses, computer systems failure, Internet and
    telecommunications or data network failures, operator error,
    losses and corruption of data, and similar events;
    computer viruses, penetration by individuals seeking to disrupt
    operations or misappropriate information and other physical or
    electronic breaches of security;
    the failure of third-party software, systems or services upon
    which we rely to maintain our own operations; and
    natural disasters, wars and acts of terrorism.   23




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Our
    GDS business relies primarily on a single data center to conduct
    our business.
    We are
    dependent upon software, equipment and services provided by
    third parties.
  and/or and/or and/or
  We
    provide IT services to travel suppliers, primarily airlines, and
    any adverse changes in these relationships could adversely
    affect our business.
  e-ticketing,
     24




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Our
    processing, storage, use and disclosure of personal data could
    give rise to liabilities as a result of governmental regulation,
    conflicting legal requirements, evolving security standards,
    differing views of personal privacy rights or security
    breaches.
        We are
    exposed to risks associated with online commerce
    security.
       25




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We are
    subject to additional risks as a result of having global
    operations.
    
    delays in the development of the Internet as a communication,
    advertising and commerce medium in certain countries;
    difficulties in staffing and managing operations due to
    distance, time zones, language and cultural differences,
    including issues associated with establishing management systems
    infrastructure in various countries;
    differences and changes in regulatory requirements and exposure
    to local economic conditions;
    changes in tax laws and regulations, and interpretations thereof;
    increased risk of piracy and limits on our ability to enforce
    our intellectual property rights;
    diminished ability to enforce our contractual rights;
    currency risks; and
    withholding and other taxes on remittances and other payments by
    subsidiaries.  Our
    ability to attract, train and retain senior management and other
    qualified employees is crucial to our results of operations and
    future growth.
    We
    have recorded and may need to record additional impairment
    charges relating to our businesses.
   26




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We
    have a substantial level of indebtedness which may have an
    adverse impact on us.
      
    requiring a substantial portion of cash flows from operations to
    be dedicated to the payment of principal and interest on our
    indebtedness, therefore reducing our ability to use our cash
    flows to fund our operations, capital expenditure and future
    business opportunities;
    exposing us to the risk of higher interest rates because certain
    of our borrowings, including borrowings under our senior secured
    credit facilities and our senior notes, are at variable rates of
    interest;
    restricting us from making strategic acquisitions or causing us
    to make non-strategic divestitures;
    limiting our ability to obtain additional financing for
    acquisitions or other strategic purposes;
    limiting our ability to adjust to changing market conditions and
    placing us at a competitive disadvantage to our less highly
    leveraged competitors; and
    making us more vulnerable to general economic downturns and
    adverse developments in our businesses.    Our
    debt agreements contain restrictions that may limit our
    flexibility in operating our business.
    
    incur additional indebtedness or issue certain preferred shares;
    pay dividends on, repurchase or make distributions in respect
    of, their capital stock or make other restricted payments;
    make certain investments;
    sell certain assets;
    create liens on certain assets to secure debt;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our or their assets;
    enter into certain transactions with affiliates; and
    designate subsidiaries as unrestricted subsidiaries.   27




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Despite
    our high indebtedness level, we may still be able to incur
    significant additional amounts of debt, which could further
    exacerbate the risks associated with our substantial
    indebtedness.
    Government
    regulation could impose taxes or other burdens on us which could
    increase our costs or decrease demand for our
    products.
    Changes
    in tax laws or interpretations may result in an increase in our
    effective tax rate.
    We are
    contractually obliged to indemnify Avis Budget for certain taxes
    relating to our separation from Avis Budget.
   28




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Fluctuations
    in the exchange rate of the US dollar and other currencies may
    adversely impact our results of operations.
    Our
    sponsors control us and may have conflicts of interest with us
    or the holders of our bonds in the future.
        Third
    parties may claim that we have infringed their intellectual
    property rights, which could expose us to substantial damages
    and restrict our operations.
   29




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We may
    become involved in legal proceedings and may experience
    unfavorable outcomes.
    Our
    businesses are highly regulated and any failure to comply with
    such regulations or any changes in such regulations could
    adversely affect us.
  and/or
  and/or
       30




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Risks
    Relating to Our Relationship with Orbitz Worldwide
  We
    have recorded a significant charge to earnings, and may in the
    future be required to record additional significant charges to
    earnings if our investment in the equity of Orbitz Worldwide
    becomes further impaired.
        Orbitz
    Worldwide is an important customer of our
    businesses.
   31




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Headquarters
    and corporate offices
      Operations
            Location

Purpose

Leased / OwnedNew York, New York, United States

Corporate Headquarters

LeasedLangley, United Kingdom

GDS Operational Business Global Headquarters

LeasedAtlanta, Georgia, United States

GDS Operational Business US Headquarters

LeasedLondon, United Kingdom

GTA Operational Business Global Headquarters

LeasedAtlanta, Georgia, United States

GDS Data Center

LeasedDenver, Colorado, United States

GDS Product Development Center

LeasedDenver, Colorado, United States

GDS Data Center

OwnedKansas City, Missouri, United States

GDS Product Development Center

Leased   Data
    Centers
   32




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ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    REMOVED
    AND RESERVED   33




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES      ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K.
       34




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Form 10-K.
  Statement
    of Operations Data
  Company (Consolidated)



Predecessor (Combined)July 13, 2006(Formation Date)



January 1,Year Ended


Year Ended


Year Ended


Through



2006 Through


Year EndedDecember 31,


December 31,


December 31,


December 31,



August 22,


December 31,(in $ millions)

2009


2008


2007


2006



2006


2005Net revenue


2,248



2,527



2,780



823




1,693



2,385Costs and expensesCost of revenue


1,090



1,257



1,170



375




714



997Selling, general and administrative


567



648



1,287



344




647



839Separation and restructuring charges


19



27



90



18




92



22Depreciation and amortization


243



263



248



77




123



201Impairment of goodwill, intangible assets and other long-lived
    assets


833



1



1



14




2,364



422Other (income) expense


(5
)


7



2








(7
)


(4
)Total costs and expenses


2,747



2,203



2,798



828




3,933



2,477Operating (loss) income


(499
)


324



(18
)


(5
)



(2,240
)


(92
)Interest expense, net


(286
)


(342
)


(373
)


(150
)



(39
)


(27
)Gain on early extinguishment of debt


10



29
















(Loss) income from continuing operations before income taxes
    and equity in losses of investment in Orbitz Worldwide and other
    investments


(775
)


11



(391
)


(155
)



(2,279
)


(119
)Benefit (provision) for income taxes


68



(43
)


(41
)


(3
)



116



76Equity in losses of investment in Orbitz Worldwide and other
    investments


(162
)


(144
)


(4
)


(1
)



(1
)


(1
)Loss from continuing operations, net of tax


(869
)


(176
)


(436
)


(159
)



(2,164
)


(44
)Loss from discontinued operations, net of tax










(1
)


(2
)



(6
)


(6
)(Loss) gain from disposal of discontinued operations, net of tax










(6
)


8




(6
)


Net loss


(869
)


(176
)


(443
)


(153
)



(2,176
)


(50
)Less: Net (income) loss attributable to non-controlling interest
    in subsidiaries


(2
)


(3
)


3












Net loss attributable to the Company


(871
)


(179
)


(440
)


(153
)



(2,176
)


(50
)  35




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##### Table of Contents



Balance
    Sheet Data
  PredecessorCompany (Consolidated)



(Combined)December 31,


December 31,


December 31,


December 31,



December 31,(in $ millions)

2009


2008


2007


2006



2005Cash and cash equivalents


217



345



309



85




88All other current assets


524



557



714



649




1,467Property and equipment, net


452



491



532



508




500Goodwill and other intangible assets, net


2,887



3,789



3,984



4,480




5,202All other non-current assets


266



388



611



416




763Total assets


4,346



5,570



6,150



6,138




8,020Accounts payable, accrued expenses and other current liabilities


927



923



1,043



1,179




960Long-term debt


3,640



3,783



3,751



3,623




352All other non-current liabilities


371



445



466



569




523Total liabilities


4,938



5,151



5,260



5,371




1,835Total equity


(592
)


419



890



767




6,185Total liabilities and equity


4,346



5,570



6,150



6,138




8,020   Statement
    of Cash Flows Data
  Company (Consolidated)



Predecessor (Combined)July 13, 2006(Formation



January 1,Year Ended


Year Ended


Year Ended


Date) Through



2006 Through


Year EndedDecember 31,


December 31,


December 31,


December 31,



August 22,


December 31,(in $ millions)

2009


2008


2007


2006



2006


2005Net cash provided by operating activities of continuing
    operations


239



124



224








268



546Net cash (used in) provided by investing activities of
    continuing operations


(55
)


(84
)


(1,141
)


(4,310
)



84



(2,123
)Net cash (used in) provided by financing activities of
    continuing operations


(317
)


6



1,137



4,394




(382
)


1,653Effects of changes in exchange rates on cash and cash equivalents


5



(10
)


4



2




8



(36
)Net (decrease) increase in cash and cash equivalents


(128
)


36



224



86




(22
)


40Cash provided by (used in) discontinued operations










2



1




(7
)


(1
)Net (decrease) increase in cash and cash equivalents of
    operations


(128
)


36



226



87




(29
)


39  36




---



##### Table of Contents



Other
    Financial Data
  Company (Consolidated)



Predecessor (Combined)July 13, 2006(Formation



January 1,Year Ended


Year Ended


Year Ended


Date) Through



2006 Through


Year EndedDecember 31,


December 31,


December 31,


December 31,



August 22,


December 31,2009


2008


2007


2006



2006


2005Ratio of earnings to fixed
    charges(a)


n/a



1.04
x


n/a



n/a




n/a



n/a     (a)
    
    For purposes of calculating the ratio of earnings to fixed
    charges, earnings represents earnings from continuing operations
    before income taxes plus fixed charges. Fixed charges comprise
    interest for the period and includes amortization of debt
    financing costs and the interest portion of rental payments. Due
    to the losses in the year ended December 31, 2009, the year
    ended December 31, 2007, the period July 13,
    (Formation Date) to December 31, 2006, the period from
    January 1, 2006 to August 22, 2006 and the fiscal year
    2005 earnings would have been insufficient to cover fixed
    changes by $775 million, $391 million,
    $155 million, $2,279 million and $119 million,
    respectively.  Selected
    Quarterly Financial Data  Unaudited
    2009(in $ millions)

First


Second


Third(a)


FourthNet revenue


553



592



570



533Cost of revenue


278



286



270



256Operating income (loss)


57



115



(740
)


69Net (loss) income


(170
)


40



(740
)


1   2008(in $ millions)

First


Second


Third


FourthNet revenue


666



703



634



524Cost of revenue


340



362



299



256Operating income


67



116



93



48Net (loss) income


(29
)


59



(128
)


(78
)     (a)
    
    During the third quarter of 2009, we recorded an impairment
    charge of $833 million, of which $491 million related
    to goodwill, $87 million related to trademarks and
    tradenames and $255 million related to customer
    relationships. 37




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion summarizes the significant factors
    and events affecting results of operations and the financial
    condition for the years ended December 31, 2009, 2008 and
    2007 and should be read in conjunction with the consolidated
    financial statements reported in accordance with US GAAP
    included elsewhere in the document. The discussion includes
    forward-looking statements that reflect the current view of
    management and involve risks and uncertainties. Our actual
    results may differ materially from those anticipated in these
    forward-looking statements as a result of many factors,
    including but not limited to those set forth in
    Item 1A: Risk Factors and elsewhere in this
    Form on
    10-K. Unless
    otherwise noted, all amounts are in $ millions.
  Overview
      
    The Global Distribution Systems (GDS) businessconsists of the Travelport GDSs, which provide aggregation,
    search and transaction processing services to travel suppliers
    and travel agencies, allowing travel agencies to search,
    compare, process and book tens of thousands of itinerary and
    pricing options across multiple travel suppliers within seconds.
    Our GDS business operates three systems, Galileo, Apollo and
    Worldspan, across approximately 160 countries to provide travel
    agencies with booking technology and access to considerable
    supplier inventory that we aggregate from airlines, hotels, car
    rental companies, rail networks, cruise and tour operators, and
    destination service providers. Our GDS business provides travel
    distribution services to more than 950 travel suppliers and
    approximately 60,000 online and offline travel agencies, which
    in turn serve millions of end consumers globally. In 2009,
    approximately 148 million tickets were issued through our
    GDS business, with approximately four billion fares available at
    any one time. Our GDS business executed an average of
    75 million searches and processed up to 1.6 billion
    travel-related messages per day in 2009.    
    The GTA businessreceives access to accommodation, ground
    travel, sightseeing and other destination services from travel
    suppliers at negotiated rates and then distributes this
    inventory in over 130 countries, through multiple channels to
    other travel wholesalers, tour operators and travel agencies, as
    well as directly to consumers via its affiliate channels. GTA
    has an inventory of approximately 24,000 hotels worldwide, the
    substantial majority of which are independent of major hotel
    chains, and over 56 million hotel rooms on an annual basis.   38




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##### Table of Contents



Segments
  GDS
  Net
    Revenue
        e-commerce
  Operating
    Expenses
     39




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##### Table of Contents



GTA
  Net
    Revenue
    Gross
    Revenue
    Operating
    Expenses
      Orbitz
    Worldwide
    Factors
    Affecting Results of Operations
  Macroeconomic and Travel Industry
    Conditions: year-on-year
  Travelport Share of GDS Industry:
 40




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##### Table of Contents



GDS Air Travel Cancellations:
  Seasonality:
  Foreign Exchange Movements:
  Restructuring:
    
    Completion of the Travelport re-engineering program which
    yielded savings of $190 million, over twice the original
    target of $75 million.
    Divestiture of non-core assets, which generated over
    $100 million in cash.
    Consolidation of Travelports two data centers into a
    single facility to reduce technology costs.
    Acquisition of software to accelerate the development of
    Travelports Universal Desktop Product for the GDS business. 41




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##### Table of Contents




    Establishing direct sales and marketing operations in certain
    countries in the Middle East.
    Promoting eNett, a payment services joint venture which is
    developing innovative integrated payment solutions and billing
    and settlement services for airlines.
    Rolling out Traversa, a new online corporate booking tool.  Worldspan Acquisition:
  Deconsolidation of Orbitz
    Worldwide.
  Operating
    Results
     42




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##### Table of Contents



Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  ReconcilingItemsCorporate andUnallocatedGDS Segment


GTA Segment


Expenses


ConsolidatedYear Ended


Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,


December 31,(in $ millions)

2009


2008


2009


2008


2009


2008


2009


2008Net revenue


1,981



2,171



267



356











2,248



2,527Costs and expensesCost of revenue


1,049



1,186



41



71











1,090



1,257Selling, general and administrative


326



373



165



171



76



104



567



648Restructuring charges


6



14



4



4



9



9



19



27Depreciation and amortization


180



194



56



63



7



6



243



263Impairment of goodwill, intangible assets and other long-lived
    assets










833











1



833



1Other (income) expense, net


(2
)


7











(3
)






(5
)


7Total costs and expenses, net


1,559



1,774



1,099



309



89



120



2,747



2,203Operating income (loss)


422



397



(832
)


47



(89
)


(120
)


(499
)


324Depreciation and amortization


180



194



56



63Segment EBITDA


602



591



(776
)


110Interest expense, net


























(286
)


(342
)Gain on early extinguishment of debt


























10



29(Loss) income from operations before income taxes and equity
    in losses of investment in Orbitz Worldwide


























(775
)


11Benefit (provision) for income taxes


























68



(43
)Equity in losses of investment in Orbitz Worldwide


























(162
)


(144
)Net loss


























(869
)


(176
)   Consolidated
    Results
     43




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##### Table of Contents



Year EndedDecember 31,(in $ millions)

2009


2008Corporate administrative expenses


55



63Transaction and integration costs


9



20Equity-based compensation


10



5Monitoring fees


7



8Other, including (loss) gain on foreign currency derivatives


(5
)


8Total


76



104     Restructuring
    Charges
    Depreciation
    and Amortization
    Impairment
    of Goodwill, Intangible Assets and Other Long-lived
    Assets
      Other
    Income (Expense)
    Interest
    Expense, Net
   44




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##### Table of Contents



Income
    Taxes
  non-U.S. jurisdiction
    Year EndedDecember 31,(in $ millions)

2009


2008Tax benefit (provision) at US Federal statutory rate of 35%


271



(4
)Non-deductible impairment charges and amortization of intangible
    assets


(175
)


(4
)Taxes on non-US operations at alternative rates


(53
)


(31
)Liability for uncertain tax positions


(13
)


(12
)Non-deductible compensation


(3
)


(9
)Valuation allowance released


16



Other


25



17Benefit (provision) for income taxes


68



(43
)   Equity in
    Losses of Investment in Orbitz Worldwide
    GDS
    Segment
  Net
    Revenue
    Year EndedDecember 31,


Change(in $ millions)

2009


2008


$


%Transaction processing revenue


1,758



1,932



(174
)


(9
)Airline IT solutions revenue


223



239



(16
)


(7
)GDS revenue


1,981



2,171



(190
)


(9
)  45




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##### Table of Contents



Year EndedDecember 31,


Change(in $ millions)

2009


2008


$


%Americas


726



764



(38
)


(5
)Europe


505



565



(60
)


(11
)MEA


263



333



(70
)


(21
)APAC


264



270



(6
)


(2
)Transaction processing revenue


1,758



1,932



(174
)


(9
)       Cost of
    Revenue
    Year EndedDecember 31,


Change(in $ millions)

2009


2008


$


%Commissions


771



848



(77
)


(9
)Telecommunication and technology costs


278



338



(60
)


(18
)Cost of revenue


1,049



1,186



(137
)


(12
)     Selling,
    General and Administrative Expenses (SG&A)
   46




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##### Table of Contents



GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
    Selling,
    General and Administrative Expenses (SG&A)
    Impairment
    of Goodwill, Intangible Assets and Other Long-lived
    Assets
     47




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##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  ReconcilingItemsCorporate andOrbitz


UnallocatedGDS Segment


GTA Segment


Worldwide


Expenses


ConsolidatedYear Ended


Year Ended


Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,


December 31,


December 31,(in $ millions)

2008


2007


2008


2007


2008


2007


2008


2007(a)


2008


2007Net revenue


2,171



1,772



356



330







743







(65
)


2,527



2,780Cost and expensesCost of revenue


1,186



968



71



52







215







(65
)


1,257



1,170Selling, general and administrative


373



332



171



199







425



104



331



648



1,287Separation and restructuring charges


14



24



4



2







1



9



63



27



90Depreciation and amortization


194



138



63



62







45



6



3



263



248Impairment of goodwill, intangible assets and other long-lived
    assets


























1



1



1



1Other expense, net


7



2



























7



2Total costs and expenses, net


1,774



1,464



309



315







686



120



333



2,203



2,798Operating income (loss)


397



308



47



15







57



(120
)


(398
)


324



(18
)Depreciation and amortization


194



138



63



62







45Segment EBITDA


591



446



110



77







102Interest expense, net


































(342
)


(373
)Gain on early extinguishment of debt


































29



Income (loss) from operations before income taxes and equity
    in losses of investment in Orbitz Worldwide


































11



(391
)Provision for income taxes


































(43
)


(41
)Equity in losses of investment in Orbitz Worldwide


































(144
)


(4
)Loss from continuing operations


































(176
)


(436
)Loss from discontinued operations, net of tax






































(1
)Loss on disposal of discontinued operations, net of tax






































(6
)Net loss


































(176
)


(443
)     (a)
    
    Includes intersegment eliminations due to transactions with
    Orbitz Worldwide when it was a consolidated subsidiary.  Consolidated
    Results
     48




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##### Table of Contents



Year EndedDecember 31,(in $ millions)

2008


2007Corporate administrative expenses


63



78Transaction and integration costs


20



65Equity-based compensation


5



187Sponsor monitoring fees


8



Other, including loss on foreign currency derivatives


8



1Total


104



331     Separation
    and Restructuring Charges
        Depreciation
    and Amortization
   49




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##### Table of Contents



Interest
    Expense, Net
    Equity in
    Losses of Investments
    Income
    Taxes
  non-U.S. jurisdictions
  Year EndedDecember 31,(in $ millions)

2008


2007Tax (provision) benefit at US Federal statutory rate of 35%


(4
)


137Taxes on non-US operations at alternative rates


(31
)


(85
)Liability for uncertain tax positions


(12
)


(24
)Non-deductible compensation


(9
)


(51
)Non-deductible amortization


(4
)


Other


17



(18
)Provision for income taxes


(43
)


(41
)    50




---



##### Table of Contents



GDS
    Segment
  Net
    Revenue
    Year EndedDecember 31,


Change(in $ millions)

2008


2007


$


%GalileoTransaction processing revenue


1,385



1,452



(67
)


(5
)Airline IT Solutions revenue


99



100



(1
)


(1
)1,484



1,552



(68
)


(4
)WorldspanTransaction processing revenue


547



175



372



*Airline IT Solutions revenue


140



45



95



*687



220



467



*GDS revenue


2,171



1,772



399



23     *
    
    Not meaningful    Year EndedDecember 31,


Change(in $ millions)

2008


2007


$


%Americas


401



441



(40
)


(9
)EMEA


733



749



(16
)


(2
)APAC


251



262



(11
)


(4
)Transaction processing revenue


1,385



1,452



(67
)


(5
)      51




---



##### Table of Contents



Cost of
    Revenue
    Year EndedDecember 31,


Change(in $ millions)

2008


2007


$


%Commissions


848



689



159



23Telecommunication and technology costs


338



279



59



21Cost of revenue


1,186



968



218



23     Selling,
    General and Administrative Expenses (SG&A)
    GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
    Selling,
    General and Administrative Expenses (SG&A)
   52




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##### Table of Contents



Financial
    Condition, Liquidity and Capital Resources
  Financial
    Condition
  December 31,
    2009 Compared to December 31, 2008
  As of December 31,


Change(in $ millions)

2009


2008


$Current assets


741



902



(161
)Non-current assets


3,605



4,668



(1,063
)Total assets


4,346



5,570



(1,224
)Current liabilities


927



923



4Non-current liabilities


4,011



4,228



(217
)Total liabilities


4,938



5,151



(213
)Shareholders equity


(607
)


412



(1,019
)Equity attributable to non-controlling interest in subsidiaries


15



7



8Total liabilities and equity


4,346



5,570



(1,224
)   Current assets.
  Non-current assets.
  Current liabilities.
  Non-current liabilities.
  Liquidity
    and Capital Resources
   53




---



##### Table of Contents



Cash
    Flows
    Year Ended December 31,(in $ millions)

2009


2008


2007Cash provided by (used in):Operating activities


239



124



224Investing activities


(55
)


(84
)


(1,141
)Financing activities


(317
)


6



1,137Effects of exchange rate changes


5



(10
)


4Net (decrease) increase in cash and cash equivalents of
    continuing operations


(128
)


36



224   Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    Operating Activities:
 54




---



##### Table of Contents



Investing Activities:
  Financing Activities:
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
    Operating Activities:
  Investing Activities:
 55




---



##### Table of Contents



Financing Activities:
  Debt and
    Financing Arrangements
  Senior
    Secured Credit Facilities
         56




---



##### Table of Contents



57




---



##### Table of Contents



Senior
    Notes and Senior Subordinated Notes
  7 8 5 8 5 8
  7 8 7 8
     58




---



##### Table of Contents




    incur additional indebtedness or issue certain preferred shares;
    pay dividends on, repurchase or make other distributions in
    respect of their capital stock or make other restricted payments;
    make certain investments;
    sell certain assets;
    create liens on certain assets to secure debt;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of their assets;
    enter into certain transactions with affiliates; and
    designate subsidiaries as unrestricted subsidiaries.    Orbitz
    Worldwide IPO
    Foreign
    Currency and Interest Rate Risk
     59




---



##### Table of Contents



Financial
    Obligations
  Contractual
    Obligations
  and/or
  Year Ended December 31,(in $ millions)

2010


2011


2012


2013


2014


Thereafter


TotalDebt


23



20



20



2,317



819



464



3,663Interest
    payments(a)


218



214



214



185



108



113



1,052Defined benefit and post retirement plans


24



25



27



29



30



201



336Operating
    leases(b)


26



21



19



17



15



23



121Other purchase
    commitments(c)


79



62



43



22











206Total


370



342



323



2,570



972



801



5,378     (a)
    
    Excludes the effects of
    mark-to-market
    adjustments on our variable rate debt hedging instruments.(b)
    
    Primarily reflects operating leases on facilities and data
    processing equipment.(c)
    
    Primarily reflects our agreement with a third party for data
    center services. 60




---



##### Table of Contents



Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  Purchase Commitments.
  Standard Guarantees/Indemnifications.
  Contractual Obligations to Indemnify Avis Budget for Certain
    Taxes Relating to the Separation from Avis
    Budget.
  Critical
    Accounting Policies
    Global
    Distribution System Revenue Recognition
   61




---



##### Table of Contents



Accounts
    Receivable
      Business
    Combinations and the Recoverability of Goodwill and Trademarks
    and Tradenames
   62




---



##### Table of Contents



Impairment
    of Definite-Lived Intangible Assets
      Valuation
    of Equity Method Investments
    Upfront
    Inducement Payments
   63




---



##### Table of Contents



Derivative
    Instruments
          Income
    Taxes
   64




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  and/or
              ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Page F-1
  Form 10-K Form 10-K Form 10-K Rule S-X
 65




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  (a)
    Disclosure
    Controls and Procedures.    Rules 13a-15(e) 15d-15(e)
  (b)
    Managements
    Annual Report on Internal Control over Financial
    Reporting.  Rules 13a-15(f) 15d-15(f)
  (c)
    Changes
    in Internal Control Over Financial Reporting.  Rules 13a-15(f) 15d-15(f)
  Form 10-K
  ITEM 9B.
    OTHER
    INFORMATION   66




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Executive
    Officers and Directors
    Name

Age

PositionJeff Clarke


48


President, Chief Executive Officer and DirectorGordon A. Wilson


43


Deputy Chief Executive Officer; President and Chief Executive
    Officer, GDS BusinessPhilip Emery


46


Executive Vice President and Chief Financial OfficerKenneth S. Esterow


45


President and Chief Executive Officer, GTA BusinessEric J. Bock


44


Executive Vice President, Chief Administrative Officer and
    General CounselLee K. Golding


45


Executive Vice President, Human ResourcesPaul C. Schorr IV


42


Chairman of the Board of DirectorsMartin J. Brand


35


DirectorWilliam J.G. Griffith


38


DirectorM. Gregory OHara


43


Director   Jeff Clarke. IP-based, end-to-end
  Gordon A. Wilson.
 67




---



##### Table of Contents



Philip Emery.
  Kenneth S. Esterow.
  Eric J. Bock.
  Lee K. Golding.
  Paul C. Schorr IV
    (Chip).
 68




---



##### Table of Contents



Martin J. Brand.
  William J.G. Griffith.
  M. Gregory
    OHara.
        Compensation
    Committee Interlocks and Insider Participation
    Board
    Composition
  Committees
    of the Board
   69




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##### Table of Contents



Audit
    Committee
      Compensation
    Committee
    Code of
    Conduct
  www.travelport.com
  Limitations
    of Liability and Indemnification Matters
      Form 10-K,
 70




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Introduction
        Compensation
    of Our Named Executive Officers
    Executive
    Compensation Objectives and Philosophy
    
    salary;
    annual incentive compensation (bonus awards);
    long-term incentive compensation (in the form of restricted
    equity
    and/or
    restricted cash awards); and
    other limited perquisites and benefits.    Salary.
 71




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##### Table of Contents



Bonuses.
  
    Discretionary Bonus.  Discretionary bonuses can
    take the form of signing, retention, sale and other
    discretionary bonuses, as determined by the Compensation
    Committee. Although we did not pay any discretionary bonuses to
    our Named Executive Officers in 2009, we may elect to pay these
    types of bonuses again from time to time in the future.
    Annual Incentive Compensation (Bonus).  We have
    developed an annual bonus program to align executives
    goals with our objectives for the applicable year. The target
    bonus payment for each of our Named Executive Officers is
    specified in each Named Executive Officers employment
    agreement or related documentation and ranges from 75% to 150%
    of each officers base salary. As receipt of these bonuses
    is subject to the attainment of performance criteria, they may
    be paid, to the extent earned or not earned, at, below, or above
    target levels. For 2009, these bonuses were based primarily upon
    achievement as compared to the adjusted EBITDA targets
    established by our Board of Directors for the first and second
    halves of the year, as well as, for achievement above target
    EBITDA, the entire fiscal year. The bonuses paid for 2009
    pursuant to these arrangements are set forth in the Summary
    Compensation Table below under the Non-Equity Incentive
    Plan Compensation column. Bonuses for 2010 will be on an
    annual basis and will also be based upon the achievement of
    adjusted EBITDA targets established by our Board of Directors.
    For 2010, executive officers other than Mr. Clarke will
    have a maximum potential award of twice their target bonus, and
    the maximum potential award for Mr. Clarke is 350% of
    target level pursuant to his employment agreement.  Long-Term Incentive Compensation.
  
    Option Awards.  We do not currently use options
    as part of our executive compensation program.
    Stock Partnership.  We provide long-term
    incentives through our equity incentive plan, which uses
    different classes of equity and is described further below under
     Our Equity Incentive Plan. Under the
    terms of the plan, we may grant equity incentive awards in the
    form of
    Class A-2
    Units and/or
    Restricted Equity Units of our ultimate parent, TDS Investor
    (Cayman) L.P., a limited partnership, to officers, employees,
    non-employee directors or consultants. Each
    Class A-2
    Unit represents an interest in a limited partnership and has
    economic characteristics that are similar to those of shares of
    common stock in a corporation. Each Restricted Equity Unit
    entitles its holder to receive one
    Class A-2
    Unit at a future date, subject to certain vesting conditions.  Pension and Non-Qualified Deferred
    Compensation.
  All Other Compensation.
  Employment
    Agreements
   72




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##### Table of Contents



COMPENSATION
    COMMITTEE REPORT
  Form 10-K
  
  Summary
    Compensation Table
    Non-EquityStock


Incentive Plan


All OtherSalary(1)


Bonus(2)


Awards(3)


Compensation(4)


Compensation(5)


TotalName and Principal Position

Year


($)


($)


($)


($)


($)


($)Jeff Clarke,


2009



955,769



0



7,024,650



2,115,025



537,359
(6)


10,632,803President, Chief Executive Officer and


2008



1,000,000



209,688



0



3,375,000



853,648



5,438,336Director


2007



1,000,000



0



35,059,616



5,250,000



1,340,271



42,649,887Gordon Wilson,


2009



636,744



0



3,364,079



781,975



170,342
(8)


4,953,140Deputy Chief Executive Officer and


2008



547,238



85,854



0



820,856



140,199



1,594,147President and Chief Executive Officer, GDS(7)


2007



653,364



0



14,762,136



1,389,430



164,602



16,969,532Kenneth Esterow,


2009



477,885



0



2,508,802



574,953



59,390
(9)


3,621,030President and Chief Executive Officer,


2008



500,000



59,486



0



750,000



156,746



1,466,232GTA


2007



433,654



0



9,123,789



925,000



326,153



10,808,596Eric J. Bock,Executive Vice President, Chief


2009



475,000



0



2,145,028



546,206



94,196
(10)


3,260,430Administrative Officer and General


2008



475,000



44,759



0



712,500



385,229



1,617,488Counsel


2007



430,769



0



6,702,443



900,000



214,413



8,247,625Philip EmeryExecutive Vice President andChief Financial Officer(7)


2009



374,189



0



1,345,633



336,297



96,874
(11)


2,152,993Michael Rescoe,


2009



392,308



0



0



432,995



390,135
(12)


1,215,438Former Executive Vice President and


2008



500,000



67,622



0



750,000



157,107



1,474,729Chief Financial Officer


2007



500,000



0



11,847,696



1,000,000



531,569



13,879,265     (1)
    
    For Messrs. Clarke and Esterow, the salary figures for 2009
    reflect voluntary salary reductions described below under
     Employment Agreements.(2)
    
    Amounts included in this column reflect a special bonus paid to
    management in May 2008. The amounts in this column do not
    include any amounts paid as annual incentive compensation
    (bonus), which are reported separately in the column entitled
    Non-Equity Incentive Plan Compensation.(3)
    
    Amounts included in this column reflect the grant date fair
    value computed in accordance with FASB ASC 718
    Compensation  Stock Compensation (FASB
    ASC 718) for Restricted Equity Units (REUs),
    Class B Units,
    Class B-1
    Units, Class C Units and Class D Units granted in the
    relevant year. Related fair values consider the right to receive
    dividends in respect of such equity awards, and, 73




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##### Table of Contents



accordingly, dividends paid are not separately reported in this
    table. Assumptions used in the calculation of these amounts are
    included in footnote 19, Equity-Based
    Compensation, to the financial statements included in this
    Form 10-K.
    For 2007, this amount includes the incremental expense
    associated with the accelerated vesting of awards granted in
    2006 in the following amounts: $14,752,906 for Mr. Clarke;
    $6,128,692 for Mr. Wilson; $3,009,300 for Mr. Esterow;
    $1,945,037 for Mr. Bock; and $4,954,332 for Mr. Rescoe.(4)
    
    Amounts included in this column include amounts paid as annual
    incentive compensation (bonus).(5)
    
    As detailed in footnote 3 above, the right to receive dividends
    in respect of equity awards is included in the FASB ASC 718
    value and, thus, any dividends paid to our Named Executive
    Officers are not included in All Other Compensation.(6)
    
    Includes company matching 401(k) contributions of $14,700, bonus
    deferred compensation match of $126,902, base compensation
    deferred compensation match of $42,646, housing allowance and
    related benefits of $177,629, tax assistance on such housing
    allowance benefits of $160,583, financial planning benefits of
    $7,825, and tax assistance on such financial planning benefits
    of $7,074.(7)
    
    All amounts expressed for Mr. Wilson and Mr. Emery
    (with the exception of equity awards) were paid in British
    pounds and have been converted to U.S. dollars at the applicable
    exchange rate for December 31 of the applicable year, i.e.1.6145 U.S. dollars to 1 British pound as of
    December 31, 2009, 1.4593 U.S. dollars to 1 British pound
    as of December 31, 2008 and 1.9849 U.S. dollars to 1
    British pound as of December 31, 2007.(8)
    
    Includes company matching pension contributions of $107,237,
    travel allowance of $8,073, car allowance benefits of $46,960
    and financial planning benefits of $8,073.(9)
    
    Includes company matching 401(k) contributions of $14,700, bonus
    deferred compensation match of $14,749, base compensation
    deferred compensation match of $4,658, car allowance benefits of
    $12,126, financial planning benefits of $2,815, and tax
    assistance on such car allowance and financial planning benefits
    of $10,343.(10)
    
    Includes company matching 401(k) contributions of $14,700, bonus
    deferred compensation match of $32,772, base compensation
    deferred compensation match of $13,800, car allowance benefits
    of $16,160, financial planning benefits of $3,033, and tax
    assistance on such car allowance and financial planning benefits
    of $13,732.(11)
    
    Includes company matching pension contributions of $58,448,
    travel allowance of $8,073, car allowance benefits of $24,702
    and financial planning benefits of $5,651.(12)
    
    Includes company matching 401(k) contributions of $11,358,
    severance payments of $324,142, car allowance benefits of
    $14,638, financial planning benefits of $21,795, and tax
    assistance on such car allowance and financial planning benefits
    of $18,201. 74




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##### Table of Contents



Grants of
    Plan-Based Awards During 2009
  All OtherStock

GrantAwards:

DateEstimated Potential Payouts








Number

Fair ValueUnder Non-Equity Incentive


Estimated Future Payouts Under Equity Plan

of Shares

of StockPlan Awards


Awards

of Stock

and OptionType of

Grant

Threshold


Target


Maximum


Threshold

Target

Maximum

Units

AwardsName

Award

Date

($)


($)


($)


(#)

(#)

(#)

(#)

($)(1)Jeff Clarke,
    President, Chief Executive
    Officer and Director

Non-Equity Incentive Plan
    2009 LTIP REUs

5/1/2009

$
0


$
1,500,000


$
5,250,000


2,462,325

4,932,043

7,394,368



$7,024,650Gordon Wilson,
    Deputy Chief Executive Officer and President and

Non-Equity Incentive Plan
    2009 LTIP REUs

5/1/2009

$
0



$672,709


$
1,345.418


1,179,198

2,361,938

3,541,136



$3,364,079Chief Executive Officer, GDSKenneth Esterow,
    President and Chief Executive
    Officer, GTA

Non-Equity Incentive Plan
    2009 LTIP REUs

5/1/2009

$
0



$500,000


$
1,000,000


879,401

1,761,443

2,640,844



$2,508,802Eric J. Bock,
    Executive Vice President, Chief Administrative Officer

Non-Equity Incentive Plan
    2009 LTIP REUs

5/1/2009

$
0



$475,000



$950,000


751,889

1,506,035

2,257,924



$2,145,028and General CounselPhilip Emery,
    Executive Vice President and Chief Financial Officer

Non-Equity Incentive Plan
    2009 LTIP REUs

5/1/2009

$
0



$268,829



$537,658


471,680

944,776

1,416,456



$1,345,633Michael Rescoe,
    Former Executive Vice President and Chief Financial Officer

Non-Equity Incentive Plan



$
0



$375,342



$750,685     (1)
    
    These amounts reflect maximum grant date value of the award
    computed in accordance with FASB ASC 718 assuming the
    highest level of performance over the four year period, as the
    probable outcome of performance could not be determined as of
    the grant date of May 1, 2009. FASB ASC 718, however,
    only allows for expensing of units for which performance vesting
    criteria have been established.  Employment
    Agreements
    Jeff
    Clarke, President and Chief Executive Officer
  Compensation, Term.
  Gordon
    Wilson, Deputy Chief Executive Officer and President and Chief
    Executive Officer, GDS
  Compensation, Term.
 75




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##### Table of Contents



Messrs. Esterow
    (President and Chief Executive Officer, GTA) and Bock (Executive
    Vice President, Chief Administrative Officer and General
    Counsel)
  Compensation, Term.
  Philip
    Emery, Executive Vice President and Chief Financial
    Officer
  Compensation, Term.
  Restrictive
    Covenants
  and/or
   76




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##### Table of Contents



Our
    Equity Incentive Plan
  and/or Class A-2 Class A-2
  and/or 2009-2012 catch-up catch-up
  Outstanding
    Equity Awards at 2009 Fiscal-Year End
  Stock AwardsEquity Incentive PlanMarket


Equity Incentive


Awards: Market orNumber of


Value of


Plan Awards:


Payout Value ofShares or


Shares or


Number of


Unearned Shares,Units of


Units of


Unearned Shares,


Units or OtherStock that


Stock that


Units or Other


Rights thatType of

have not


have not


Rights that have


have notName

Award

Vested (#)


Vested ($)


not Vested (#)(1)


Vested ($)(2)Jeff Clarke,
    President, Chief Executive Officer and Director

2009 LTIP REUs


n/a



n/a



7,394,368


$
10,943,665Gordon Wilson,
    Deputy Chief Executive Officer and President and Chief Executive
    Officer, GDS

2009 LTIP REUs


n/a



n/a



3,541,136


$
5,240,881Kenneth Esterow,
    President and Chief Executive Officer, GTA

2009 LTIP REUs


n/a



n/a



2,640,844


$
3,908,449Eric J. Bock,
    Executive Vice President, Chief Administrative Officer and
    General Counsel

2009 LTIP REUs


n/a



n/a



2,257,924


$
3,341,728Philip Emery,
    Executive Vice President and Chief Financial Officer

2009 LTIP REUs


n/a



n/a



1,416,456


$
2,096,355Michael Rescoe,
    Former Executive Vice President and Chief Financial Officer

n/a


n/a



n/a



n/a



n/a     (1)
    
    As noted above, the first vesting date for REUs granted pursuant
    to the 2009 LTIP REUs is January 1, 2010, so none of the
    Companys Named Executive Officers had any vested REUs as
    of 2009 fiscal year end. 77




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##### Table of Contents



(2)
    
    The Companys equity is not publicly traded. Payout Value
    in this column is based upon the established value of each REU
    based upon the most recently completed independent valuation of
    the Company as of December 31, 2009.  Option
    Exercises and Stock Vested in 2009
  Number of Restricted Equity


Number of Shares/UnitsUnits Becoming Vested


Acquired


Value Realized onDuring the Year(1)


on Vesting (#)(1)


Vesting ($)Jeff Clarke,
    President, Chief Executive Officer and Director


0



0


$
0Gordon Wilson,
    Deputy Chief Executive Officer and President and Chief Executive
    Officer, GDS


0



0


$
0Kenneth Esterow,
    President and Chief Executive Officer, GTA


0



0


$
0Eric J. Bock,
    Executive Vice President, Chief Administrative Officer and
    General Counsel


0



0


$
0Philip Emery,
    Executive Vice President and Chief Financial Officer


0



0


$
0Michael Rescoe,
    Former Executive Vice President and Chief Financial Officer


0



0


$
0     (1)
    
    As noted above, the REUs granted pursuant to the 2009 LTIP did
    not vest in 2009 as the first tranche was eligible for vesting
    on January 1, 2010 based on Company performance in 2009.  Pension
    Benefits in 2009
   78




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##### Table of Contents



Nonqualified
    Deferred Compensation in 2009
    i.e.
  Beginning














AggregateBalance at


Executive


Registrant


Aggregate


Aggregate


BalancePrior FYE


Contributions


Contributions


Earnings


Withdrawals/


at Last FYE(12/31/2008)


in Last FY


in Last FY


in Last FY


Distributions


(12/31/2009)Name

($)


($)


($)


($)


($)


($)Jeff Clarke,


1,676,624



371,077



134,957



712,846



0



2,895,504President, Chief Executive Officer and DirectorGordon Wilson,






















Deputy Chief Executive Officer and President and Chief Executive
    Officer, GDS(a)Kenneth Esterow,


175,499



24,658



24,658



65,833



0



290,647President and Chief Executive Officer, GTAEric J. Bock,


65,895



42,300



42,300



41,690



0



192,185Executive Vice President, Chief Administrative Officer and
    General CounselPhilip Emery,






















Executive Vice President and Chief Financial Officer(a)Michael Rescoe,


38,267



15,000



15,000



40,764



109,031



0Former Executive Vice President and Chief Financial Officer(b)     (a)
    
    Mr. Wilson and Mr. Emery participate in a United
    Kingdom defined contribution pension scheme that is similar to a
    401(k) plan and, therefore, is not included in this table.(b)
    
    Mr. Rescoes balance in the Deferred Compensation Plan
    was distributed to him following his termination from employment
    with the Company, in accordance with his elections.  Potential
    Payments Upon Termination of Employment or Change in
    Control
   79




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##### Table of Contents



AccelerationandContinuationContinuation


ofof Certain


Equity AwardsCash


Benefits


(Unamortized





TotalSeverance


(Present


Expense as of


Excise Tax


TerminationCurrent

Payment($)


value)($)


12/31/09)($)


Gross-up($)


Benefits($)Jeff Clarke

Voluntary retirement


0



0



0



0



0

Involuntary termination


8,840,025



159,849



4,562,140



0



13,562,014

Change in Control (CIC)


0



0



7,299,424



0



7,299,424

Involuntary or good reason termination after CIC


8,840,025



159,849



0



0



8,999,874Gordon Wilson

Voluntary retirement


0



0



0







0

Involuntary termination


3,229,000



0



2,184,792







5,413,792

Change in Control (CIC)


0



0



3,495,668







3,495,668

Involuntary or good reason termination after CIC


3,229,000



0



0







3,229,000Kenneth Esterow

Voluntary retirement


0



0



0







0

Involuntary termination


2,324,953



149,567



1,629,335







4,103,855

Change in Control (CIC)


0



0



2,606,936







2,606,936

Involuntary or good reason termination after CIC


2,324,953



149,567



0







2,474,520Eric J. Bock

Voluntary retirement


0



0



0







0

Involuntary termination


3,158,706



249,762



1,393,083







4,801,551

Change in Control (CIC)


0



0



2,228,932







2,228,932

Involuntary or good reason termination after CIC


3,158,706



249,762



0







3,408,468Philip Emery

Voluntary retirement


0



0



0







0

Involuntary termination


632,682



0



873,918







1,506,600

Change in Control (CIC)


0



0



1,398,268







1,398,268

Involuntary or good reason termination after CIC


1,783,013



0



0







1,783,013   Accrued Pay and Regular Retirement
    Benefits.
  
    Accrued salary and vacation pay (if applicable);
    Earned but unpaid bonus; and
    Distributions of plan balances under our 401(k) plan and the
    Deferred Compensation Plan.  Deferred Compensation.
  Death and Disability.
 80




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##### Table of Contents



Involuntary and Constructive Termination and
    Change-in-Control
    Severance Pay Program
  
    Covered terminations generally.  Eligible
    terminations include an involuntary termination for reasons
    other than cause, or, as applicable, a voluntary resignation by
    the executive as a result of a constructive termination or
    fundamental breach of contract.
    Covered terminations following a Change in
    Control.  Eligible terminations include an
    involuntary termination for reasons other than cause, or, as
    applicable, a voluntary resignation by the executive as a result
    of a constructive termination or fundamental breach of contract
    following a change in control.
    Definitions of Cause and Constructive Termination (only
    applicable to Messrs. Clarke, Esterow and Bock)
    A termination of the executive by the Company is for cause if it
    is for any of the following reasons:  
    The executives failure substantially to perform
    executives duties for a period of 10 days following
    receipt of written notice from the Company of such failure;
    Theft or embezzlement of company property or dishonesty in the
    performance of the executives duties;
    Conviction which is not subject to routine appeals of right or a
    plea of no contest for (x) a felony under the
    laws of the United States or any state thereof or (y) a
    crime involving moral turpitude for which the potential penalty
    includes imprisonment of at least one year;
    In the case of Mr. Clarke only, if executive purposefully
    or knowingly makes a false certification to the Company
    pertaining to its financial statements or by reason or any court
    or administrative order, arbitration or other ruling, the
    executives ability to fully perform his duties as
    President and Chief Executive Officer or as a member of the
    Board is materially impaired;
    The executives willful malfeasance or willful misconduct
    in connection with the Named Executive Officers duties or
    any act or omission which is materially injurious to our
    financial condition or business reputation; or
    The executives breach of the restrictive covenants in his
    employment agreement.  
    A termination by the executive is as a result of constructive
    termination if it results from, among other things:  
    Any material reduction in the executives base salary or
    annual bonus (excluding any change in value of equity incentives
    or a reduction affecting substantially all similarly situated
    executives);
    The Companys failure to pay compensation or benefits when
    due;
    In the case of Mr. Clarke only, the Companys failure
    to nominate the executive for election to the Board of Directors
    or failure of the executive to be re-elected to the Board of
    Directors resulting from the failure of the Companys
    majority shareholder to vote in favor of the executive;
    Material and sustained diminution to the executives duties
    and responsibilities;
    The primary business office for the executive being relocated by
    more than 50 miles (for Mr. Clarke only, more than
    30 miles from the city limits of Parsippany, New Jersey;
    New York, New York or Chicago, Illinois; for Mr. Esterow
    and Mr. Bock only, more than 50 miles from 81




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##### Table of Contents



Parsippany, New Jersey or New York, New York; and in the
    case of Mr. Esterow only, relocation to the United Kingdom
    or the Companys refusal to relocate Mr. Esterow to
    the United Kingdom upon his request while he is the President
    and Chief Executive Officer of GTA and GTAs global
    headquarters is located in the United Kingdom); or  
    The Companys election not to renew the initial employment
    term or any subsequent extension thereof (except as a result of
    the executives reaching retirement age, as determined by
    our policy).  
    Cash severance payment.  This represents a cash
    severance payment of 2.99 (Mr. Clarke), two
    (Mr. Esterow) and three (Mr. Bock) times the sum of
    his base salary and target annual bonus plus a pro rata bonus
    for 2009 (including second half and full year components). For
    Mr. Wilson, this represents two times the sum of his base
    salary and target annual bonus. For Mr. Emery, this
    represents 12 months of salary plus pro-rata target bonus
    for the second half of 2009, and, for a termination following a
    change in control, 24 months of base annual salary and
    target bonus (which applies in certain circumstances following a
    change in control), plus pro-rata target bonus for the second
    half of 2009. The Company is required to give both
    Mr. Wilson and Mr. Emery 12 months of notice or
    pay in lieu of notice. In the case of Messrs. Clarke,
    Esterow, Bock and Emery, he must execute, deliver and not revoke
    a separation agreement and general release (Separation
    Agreement) in order to receive these benefits.
    Continuation of health, welfare and other
    benefits.  Represents, following a covered
    termination, two years for Mr. Esterow and three years for
    Messrs. Clarke and Bock of continued health and welfare
    benefits (at active employee rates) and financial planning
    benefits (as applicable) and a lump sum in lieu of life
    insurance and executive car program (if applicable), as well as
    applicable tax assistance on such benefits, provided the
    executive has executed, delivered and not revoked the Separation
    Agreement.
    Acceleration and continuation of equity
    awards.  For our Named Executive Officers who were
    granted 2009 LTIP REUs, upon termination without cause, as the
    result of a constructive termination, death or disability,
    unvested REUs granted under the 2009 LTIP are converted into a
    time-based award and the Named Executive Officer member receives
    vesting of unvested REUs at target (i.e.66.7%) based
    upon pro-rata time served in year of termination plus an
    additional 18 months divided by number of months remaining
    in four year performance period starting with year of
    termination. As a result, a termination on December 31,
    2009 results in vesting of
    30/48ths

    of unvested REUs at target (66.7%).
    Payments Upon Change in Control Alone.  The
    change in control provisions in the current employment
    agreements for our currently employed Named Executive Officers
    do not provide for any special vesting upon a change in control
    alone, and severance payments are made only if the executive
    suffers a covered termination of employment. In addition, upon a
    change in control while a Named Executive Officer who was
    granted 2009 LTIP REUs is employed by the Company, unvested REUs
    under the 2009 LTIP will vest at target (i.e. 66.7%, and
    including any unvested REUs that did not vest in prior year(s)
    due to not meeting Annual Goals at target) and remaining
    unvested REUs are forfeited. As a result, in the Potential
    Payments Upon Termination of Employment or Change in Control
    table, a change in control on December 31, 2009 results in
    vesting of 66.7% of the REUs granted to our Named Executive
    Officers pursuant to the 2009 LTIP.
    Excise Tax
    Gross-Up.  Mr. Clarkes
    employment agreement provides that, in the event that any
    payments or benefits provided to Mr. Clarke under his
    employment agreement or any other plan or agreement in
    connection with a change in control by us result in an
    excess parachute payment excise tax of over $50,000
    being imposed on Mr. Clarke, he would be entitled to a
    gross-up
    payment equal to the amount of the excise tax, as well as a
    payment equal to the income tax and additional excise tax on the
    gross-up
    payment. In the change in control scenarios set forth above,
    there is no excise tax that is required to be paid or grossed up. 82




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##### Table of Contents



Compensation
    of Directors
      ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Class A-1 Class A-2 Class A-1
      Amount and Natureof BeneficialTitle of Class

Name and Address of Beneficial Owner

Ownership


Percent of ClassA-1

Blackstone Funds(1)


818,706,823



70.32
%A-1

TCV Funds(2)


132,049,488



11.34
%A-1

OEP TP Ltd.(3)


132,049,487



11.34
%A-2

Jeff Clarke(4)


17,075,388



1.47
%A-2

Gordon Wilson(4)


8,007,083




*A-2

Philip Emery(4)


1,566,112




*A-2

Eric Bock(4)


2,953,891




*A-2

Kenneth Esterow(4)


3,801,500




*A-1

Paul C. Schorr IV(5)


818,706,823



70.32
%A-1

Martin Brand(6)


818,706,823



70.32
%A-1

William J.G. Griffith(7)


132,049,488



11.34
%A-1

M. Gregory OHara(8)


132,049,487



11.34
%A

All directors and executive officers as a group
    (10 persons)(9)


34,717,981



2.98
%     *
    
    Beneficial owner holds less than 1% of Class A Units. 83




---



##### Table of Contents



(1)
    
    Reflects beneficial ownership of 342,838,521
    Class A-1
    Units held by Blackstone Capital Partners (Cayman) V L.P.,
    317,408,916
    Class A-1
    Units held by Blackstone Capital Partners (Cayman) VA L.P.,
    98,340,355
    Class A-1
    Units held by BCP (Cayman) V-S L.P., 18,930,545 Class
    A-1 Units
    held by BCP V Co-Investors (Cayman) L.P., 24,910,878
    Class A-1
    Units held by Blackstone Family Investment Partnership (Cayman)
    V-SMD L.P., 13,826,933
    Class A-1
    Units held by Blackstone Family Investment Partnership (Cayman)
    V L.P. and 2,450,675
    Class A-1
    Units held by Blackstone Participation Partnership (Cayman) V
    L.P. (collectively, the Blackstone Funds), as a
    result of the Blackstone Funds ownership of interests in
    TDS Investor (Cayman) L.P., for each of which Blackstone LR
    Associates (Cayman) V Ltd. is the general partner having voting
    and investment power over the
    Class A-1
    Units held or controlled by each of the Blackstone Funds.
    Messrs. Schorr and Brand are directors of Blackstone LR
    Associates (Cayman) V Ltd. and as such may be deemed to share
    beneficial ownership of the
    Class A-1
    Units held or controlled by the Blackstone Funds. The address of
    Blackstone LR Associates (Cayman) V Ltd. and the Blackstone
    Funds is
    c/o The
    Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.(2)
    
    Reflects beneficial ownership of 131,016,216
    Class A-1
    Units held by TCV VI (Cayman), L.P. and 1,033,272
    Class A-1
    Units held by TCV Member Fund (Cayman), L.P. (collectively, the
    TCV Funds), both funds fully owned by Technology
    Crossover Ventures. The address of Technology Crossover Ventures
    and the TCV Funds is
    c/o Technology
    Crossover Ventures, 528 Ramona Street, Palo Alto, California
    94301.(3)
    
    The address of OEP TP Ltd. is
    c/o One
    Equity Partners, 320 Park Avenue, 18th Floor, New York, NY 10022.(4)
    
    The units of TDS Investor (Cayman) L.P. consist of
    Class A-1
    and
    Class A-2
    Units. As of March 1, 2010, all of the issued and
    outstanding
    Class A-1
    Units were held by the Blackstone Funds, the TCV Funds and OEP
    TP Ltd. Certain of our executive officers hold
    Class A-2
    Units, which generally have the same rights as
    Class A-1
    Units, subject to restrictions and put and call rights
    applicable only to units held by employees.(5)
    
    Mr. Schorr, a director of the Company and TDS Investor
    (Cayman) L.P., is a Senior Managing Director of The Blackstone
    Group. Amounts disclosed for Mr. Schorr are also included
    in the amounts disclosed for the Blackstone Funds.
    Mr. Schorr disclaims beneficial ownership of any shares
    owned directly or indirectly by the Blackstone Funds.(6)
    
    Mr. Brand, a director of the Company and TDS Investor
    (Cayman) L.P., is a Managing Director of The Blackstone Group.
    Amounts disclosed for Mr. Brand are also included in the
    amounts disclosed for the Blackstone Funds. Mr. Brand
    disclaims beneficial ownership of any shares owned directly or
    indirectly by the Blackstone Funds.(7)
    
    Mr. Griffith, a director of the Company and TDS Investor
    (Cayman) L.P., is a General Partner of Technology Crossover
    Ventures. Amounts disclosed for Mr. Griffith are also
    included in the amounts disclosed for the TCV Funds.
    Mr. Griffith disclaims beneficial ownership of any shares
    owned directly or indirectly by the TCV Funds.(8)
    
    Mr. OHara, a director of the Company and TDS Investor
    (Cayman) L.P., is a managing director of One Equity Partners.
    Amounts disclosed for Mr. OHara are also included in
    the amounts disclosed for OEP TP Ltd. Mr. OHara
    disclaims beneficial ownership of any shares owned directly or
    indirectly by OEP TP Ltd.(9)
    
    Shares beneficially owned by the Blackstone Funds, the TCV Funds
    and OEP TP Ltd. have been excluded for purposes of the
    presentation of directors and executive officers as a group.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Transaction and Monitoring Fee Agreement.
 84




---



##### Table of Contents



out-of-pocket
  out-of-pocket
  Investment and Cooperation Agreement.
 85




---



##### Table of Contents



Shareholders Agreements.
  Blackstone Financial Advisory Letter
    Agreement. out-of-pocket
  Orbitz Worldwide.
  Commercial Transactions with Other Blackstone Portfolio or
    Affiliated Companies.
  Review, Approval or Ratification of Related Person
    Transactions.
  
    the nature of the related-persons interest in the
    transaction;
    the material terms of the transaction, including the amount
    involved and type of transaction; 86




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##### Table of Contents




    the importance of the transaction to the related person and to
    us;
    whether the transaction would impair the judgment of a director
    or executive officer to act in our best interest; and
    any other matters the Audit Committee deems appropriate.    Director Independence.
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Principal Accounting Firm Fees.
  Audit Fees. Form 10-Q agreed-upon
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
     87




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIALS STATEMENT SCHEDULES.  ITEM 15(A)(1)
    FINANCIAL
    STATEMENTS  page F-1
  Form 10-K Form 10-K Form 10-K Rule S-X
  ITEM 15(A)(3)
    EXHIBITS  page G-1
 88




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##### Table of Contents



SIGNATURES      By:
    /s/  Simon
    Gray  Senior Vice President and
    Chief Accounting Officer
      Signature

Title

Date/s/  Jeff
    Clarke(Jeff
    Clarke)

President, Chief Executive Officer and Director

March 17, 2010/s/  Philip
    Emery(Philip
    Emery)

Executive Vice President and Chief Financial Officer

March 17, 2010/s/  Paul
    C. Schorr IV(Paul
    C. Schorr IV)

Chairman of the Board and Director

March 17, 2010/s/  Martin
    Brand(Martin
    Brand)

Director

March 17, 2010/s/  William
    J.G. Griffith(William
    J.G. Griffith)

Director

March 17, 2010/s/  M.
    Gregory OHara(M.
    Gregory OHara)

Director

March 17, 2010  89




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##### Table of Contents



TRAVELPORT
    LIMITED
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


F-3Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-5Consolidated Statements of Changes in Total
    Equity for the years ended December 31, 2009, 2008 and
    2007


F-7Notes to Consolidated Financial Statements


F-8  F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Shareholders of Travelport
    Limited
        810-10-65-1, Consolidations Non-Controlling Interests
    in Consolidated Financial Statements  an amendment of
    ARB 51
   /s/ DELOITTE LLP
  London, United Kingdom
 March 17, 2010
  F-2




---



##### Table of Contents



TRAVELPORT
    LIMITED



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended


Year Ended


Year Ended(in $ millions)

December 31, 2009


December 31, 2008


December 31, 2007Net revenue


2,248



2,527



2,780Costs and expensesCost of revenue


1,090



1,257



1,170Selling, general and administrative


567



648



1,287Separation and restructuring charges


19



27



90Depreciation and amortization


243



263



248Impairment of goodwill, intangible assets and other long-lived
    assets


833



1



1Other (income) expense


(5
)


7



2Total costs and expenses


2,747



2,203



2,798Operating (loss) income


(499
)


324



(18
)Interest expense, net


(286
)


(342
)


(373
)Gain on early extinguishment of debt


10



29



(Loss) income from continuing operations before income taxes
    and equity in losses of investment in Orbitz Worldwide


(775
)


11



(391
)Benefit (provision) for income taxes


68



(43
)


(41
)Equity in losses of investment in Orbitz Worldwide


(162
)


(144
)


(4
)Loss from continuing operations, net of tax


(869
)


(176
)


(436
)Loss from discontinued operations, net of tax










(1
)Loss from disposal of discontinued operations, net of tax










(6
)Net loss


(869
)


(176
)


(443
)Less: Net (income) loss attributable to non-controlling interest
    in subsidiaries


(2
)


(3
)


3Net loss attributable to the Company


(871
)


(179
)


(440
)    F-3




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##### Table of Contents



TRAVELPORT
    LIMITED
    CONSOLIDATED BALANCE SHEETS  (in $ millions)

December 31, 2009


December 31, 2008AssetsCurrent assets:Cash and cash equivalents


217



345Accounts receivable (net of allowances for doubtful accounts of
    $59 and $49)


346



372Deferred income taxes


22



7Other current assets


156



178Total current assets


741



902Property and equipment, net


452



491Goodwill


1,285



1,738Trademarks and tradenames


419



499Other intangible assets, net


1,183



1,552Investment in Orbitz Worldwide


60



214Non-current deferred income taxes


2



Other non-current assets


204



174Total assets


4,346



5,570Liabilities and equityCurrent liabilities:Accounts payable


139



140Accrued expenses and other current liabilities


765



764Current portion of long-term debt


23



19Total current liabilities


927



923Long-term debt


3,640



3,783Deferred income taxes


143



238Other non-current liabilities


228



207Total liabilities


4,938



5,151Commitments and contingencies (Note 17)Shareholders equity:Common shares $1.00 par value; 12,000 shares
    authorized; 12,000 shares issued and outstanding






Additional paid in capital


1,006



1,225Accumulated deficit


(1,643
)


(773
)Accumulated other comprehensive income (loss)


30



(40
)Total shareholders equity


(607
)


412Equity attributable to non-controlling interest in subsidiaries


15



7Total equity


(592
)


419Total liabilities and equity


4,346



5,570    F-4




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##### Table of Contents



TRAVELPORT
    LIMITED
    CONSOLIDATED STATEMENTS OF CASH FLOWS   Year Ended


Year Ended


Year Ended(in $ millions)

December 31, 2009


December 31, 2008


December 31, 2007Operating activities of continuing operationsNet loss


(869
)


(176
)


(443
)Loss from discontinued operations










7Net loss from continuing operations


(869
)


(176
)


(436
)Adjustments to reconcile net loss from continuing operations to
    net cash provided by operating activities of continuing
    operations:Depreciation and amortization


243



263



248Impairment of goodwill, intangible assets and other long-lived
    assets


833



1



1(Gain) loss on sale of assets


(5
)


7



3Provision for bad debts


15



9



11Equity-based compensation


10



1



191Gain on early extinguishment of debt


(10
)


(29
)


Amortization of debt finance costs


16



20



40Loss (gain) on interest rate derivative instruments


6



28



(1
)(Gain) loss on foreign exchange derivative instruments


(13
)


9



4Equity in losses of investment in Orbitz Worldwide


162



144



4Non-cash charges related to Orbitz Worldwide tax sharing
    liability










12FASA liability


(26
)


(33
)


(11
)Deferred income taxes


(118
)


(12
)


(24
)Changes in assets and liabilities, net of effects from
    acquisition and disposals:Accounts receivables


31



4



56Other current assets


(4
)


(10
)


(12
)Accounts payable, accrued expenses and other current liabilities


(20
)


(103
)


97Other


(12
)


1



41Net cash provided by operating activities of continuing
    operations


239



124



224Investing activities of continuing operationsProperty and equipment additions


(58
)


(94
)


(104
)Proceeds from sale of assets


5



3



93Businesses acquired and related payments


(2
)


4



(1,074
)Impact to cash from deconsolidation of Orbitz Worldwide










(39
)Other






3



(17
)Net cash used in investing activities of continuing
    operations


(55
)


(84
)


(1,141
)  F-5




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##### Table of Contents



TRAVELPORT
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Year Ended


Year Ended


Year Ended(in $ millions)

December 31, 2009


December 31, 2008


December 31, 2007Financing activities of continuing operationsPrincipal repayments


(307
)


(169
)


(1,097
)Proceeds from new borrowings


144



259



1,647Proceeds from settlement of derivative instruments


87







Proceeds from Orbitz Worldwide IPO










477Debt finance costs


(3
)






(30
)Net share settlement for equity-based compensation


(7
)


(24
)


Issuance of common shares, net of share issuance costs










5Distribution to a parent company


(227
)


(60
)


Capital contribution from a parent company










135Other


(4
)






Net cash (used in) provided by financing activities of
    continuing operations


(317
)


6



1,137Effect of changes in exchange rates on cash and cash equivalents


5



(10
)


4Net (decrease) increase in cash and cash equivalents of
    continuing operations


(128
)


36



224Cash provided by (used in) discontinued operationsOperating activities










5Investing activities










(3
)Net cash provided by discontinued operations










2Cash and cash equivalents at beginning of year


345



309



87Cash and cash equivalents at end of year


217



345



313Less: Cash of discontinued operations










(4
)Cash and cash equivalents of continuing operations at end of
    year


217



345



309Supplementary DisclosuresInterest payments


255



296



336Income tax payments, net


46



34



41    F-6




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##### Table of Contents



TRAVELPORT
    LIMITED



CONSOLIDATED
    STATEMENTS OF CHANGES IN TOTAL EQUITY  Accumulated


Non -Additional





Other


ControllingPaid in


Accumulated


Comprehensive


Interest in


Total(in $ millions)

Common Stock


Capital


Deficit


Income (Loss)


Subsidiaries


EquityBalance as of January 1, 2007






908



(154
)


11



1



766Issuance of common stock






5















5Equity-based compensation






187















187Capital contribution from a parent company






135















135Contributed surplus from sale of Orbitz Worldwide shares






188















188Dividend of Orbitz Worldwide shares






(106
)










3



(103
)Impact of adoption of revised accounting guidance for defined
    benefit pension plans, net of tax of $0














34







34Comprehensive loss:Net loss










(440
)






(3
)


(443
)Currency translation adjustment, net of tax of $0














143



3



146Unrealized loss on cash flow hedges, net of tax of $0














(13
)






(13
)Unrealized loss on equity investment














(11
)






(11
)Unrealized gains on available for sale securities, net of tax of
    $0














(1
)






(1
)Total comprehensive loss






















(322
)Balance as of December 31, 2007






1,317



(594
)


163



4



890Distribution to a parent company






(60
)














(60
)Net share settlement for equity-based compensation






(32
)














(32
)Comprehensive loss:Net (loss) income










(179
)






3



(176
)Currency translation adjustment, net of tax of $0














(88
)






(88
)Unrealized gains on available for sale securities, net of tax $0














3







3Unrealized loss on equity investment














(11
)






(11
)Unrealized loss on cash flow hedges, net of tax of $0














(14
)






(14
)Unrecognized actuarial loss on defined benefit plans














(93
)






(93
)Total comprehensive loss






















(379
)Balance as of December 31, 2008






1,225



(773
)


(40
)


7



419Distribution to a parent company






(227
)














(227
)Equity-based compensation, net of repurchases






8















8Acquisitions of business










1







7



8Dividend to non-controlling interest shareholders


















(1
)


(1
)Comprehensive income:Net (loss) income










(871
)






2



(869
)Currency translation adjustment, net of tax of $0














33







33Unrealized gain on cash flow hedges, net of tax of $0














18







18Defined benefit plan settlement, net of tax of $0














4







4Unrecognized actuarial gain on defined benefit plans, net of tax
    of $0














8







8Unrealized gain on equity investment and other, net of tax of $0














7







7Total comprehensive loss






















(799
)Balance as of December 31, 2009






1,006



(1,643
)


30



15



(592
)    F-7




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions) 1.
    Basis of
    Presentation        Business
    Description
    
    The GDS businessprovides aggregation, search and
    transaction processing services to travel suppliers and travel
    agencies, allowing travel agencies to search, process and book
    itinerary and pricing options across multiple travel suppliers.
    Travelports GDS business operates three systems, Galileo,
    Apollo and Worldspan. Within Travelports GDS business,
    Travelports Airline IT Solutions business provides hosting
    solutions and IT subscription services to airlines to enable
    them to focus on their core business competencies and reduce
    costs, as well as business intelligence services.
    Travelports Airline IT Solutions business also provides IT
    software subscription services to several airlines globally.
    The GTA businessreceives access to accommodation,
    ground travel, sightseeing and other destination services from
    travel suppliers at negotiated rates and then distributes this
    inventory through multiple channels to other travel wholesalers,
    tour operators and travel agencies, as well as directly to
    consumers via its affiliate channels.
    The Orbitz Worldwide businessoffers travel
    products and services directly to consumers, largely through
    online travel agencies, including Orbitz Worldwide,
    CheapTickets, ebookers, HotelClub, RatesToGo, the Away Network
    and Orbitz Worldwides corporate travel businesses. Prior
    to the deconsolidation of Orbitz Worldwide, effective
    October 31, 2007, this entity represented a segment of the
    Company.   2.
    Summary
    of Significant Accounting Policies  Consolidation
    Policy
     F-8




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)  Revenue
    Recognition
    GDS
    Revenue
  Transaction
    Processing Revenue
    Airline
    IT Solutions Revenue
    GTA
    Revenue
      Cost of
    Revenue
   F-9




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)            Advertising
    Expense
    Income
    Taxes
     F-10




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)    Cash and
    Cash Equivalents
    Accounts
    Receivable and Allowance for Doubtful Accounts
      Derivative
    Instruments
      Fair
    Value Measurement
   F-11




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)    Level 1 
    Valuations based on quoted prices in active markets for
    identical assets or liabilities that the Company has the ability
    to access.Level 2 
    Valuations based on quoted prices in markets that are not active
    or for which all significant inputs are observable, either
    directly or indirectly.Level 3 
    Valuations based on inputs that are unobservable and significant
    to overall fair value measurement.    Property
    and Equipment
      Impairment
    of Long-Lived Assets
   F-12




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)          Equity
    Method Investments
    Accumulated
    Other Comprehensive Income (Loss)
   F-13




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)  Equity-Based
    Compensation
  and/or
    Use of
    Estimates
      Recently
    Issued Accounting Pronouncements
  The FASB
    Accounting Standards Codification
    Improving
    Disclosures about Fair Value Measurements
   F-14




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)  Accounting
    and Reporting for Decreases in Ownership of a
    Subsidiary
    Amendment
    to Revenue Recognition involving Multiple Deliverable
    Arrangements
    Amendment
    to Software Revenue Recognition
    Fair
    Value Measurements and Disclosures
    Subsequent
    Events
   F-15




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)  Disclosures
    about Fair Value of Financial Instruments
    Determining
    Fair Value under Market Value Decline
    Disclosures
    about Derivative Instruments and Hedging Activities
    Business
    Combinations
    Non-controlling
    Interest in Consolidated Financial Statements
   F-16




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)     3.
    Orbitz
    Worldwide Transactions  Initial
    Public Offering
    Investment
    in Orbitz Worldwide
          As of


As ofDecember 31,


December 31,(in $ millions)

2009


2008Current assets


169



128Non-current assets


1,125



1,462Total assets


1,294



1,590Current liabilities


403



386Non-current liabilities


760



766Total liabilities


1,163



1,152  F-17




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   3.
    Orbitz
    Worldwide Transactions (Continued)      Equity accounted



ConsolidatedNovember 1,Year Ended


Year Ended


2007 through



Ten Months EndedDecember 31,


December 31,


December 31,



October 31,(in $ millions)


2009


2008


2007



2007Net revenue



738



870



130




743Operating expenses



678



811



123




686Operating income



60



59



7




57Impairment of long-lived assets



(332
)


(297
)







Interest expense, net



(58
)


(63
)


(12
)



(72
)Gain on extinguishment of debt



2












Loss from continuing operations before income taxes



(328
)


(301
)


(5
)



(15
)Income tax provision (benefit)



(9
)


2



(1
)



Net loss



(337
)


(299
)


(6
)



(15
)        F-18




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   3.
    Orbitz
    Worldwide Transactions (Continued)    Impairment
       4.
    Discontinued
    Operations    :
  Year Ended(in $ millions)

December 31, 2007Net revenues


30Loss before income taxes


(1
)Benefit for income taxes


Loss from discontinued operations, net of tax


(1
)Loss on disposal of discontinued operations


(12
)Benefit for income taxes


6Loss on disposal of discontinued operations, net of tax


(6
)    5.
    Acquisitions   F-19




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   5.
    Acquisitions
    (Continued)  2009
    Acquisitions
    2007
    Acquisition
        (in $ millions)Cash consideration


1,109Application of PIK loan


135Transaction costs and expenses


35Total purchase price


1,279Less: Historical value of tangible assets acquired in excess of
    liabilities assumed


261Less: Fair value adjustments


247Goodwill


771     (in $ millions)Fair value of identifiable intangible assets


357Adjustments to deferred income taxes and income tax payable


(63
)Costs associated with exit activities


(25
)Fair value adjustments to:Tangible assets acquired


49Founding airlines service agreement liability


(92
)Deferred revenue


9Other liabilities assumed


12247  F-20




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   5.
    Acquisitions
    (Continued)    (in $ millions)Cash


101Other current assets


101Property and equipment


259Other non-current assets


53Intangible assetsTrademarks and tradenames


103Customer relationships


254Goodwill


771Total assets


1,642Current liabilities


147Founding airlines service agreement liability


92Non-current liabilities


124Total liabilities


363Fair value of net assets acquired


1,279        F-21




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   5.
    Acquisitions
    (Continued)  Pro Forma
    Financial Information (Unaudited)
    Year Ended December 31, 2007Historical As





Worldspan(in $ millions)

Reported


Worldspan(a)


Adjustment(b)


Pro FormaNet revenue


2,780



484



(30
)


3,234Operating (loss) income


(18
)


67



9



58Net (loss) income


(440
)


2



7



(431
)     (a)
    
    Represents the historical results of Worldspan prior to the
    acquisition.(b)
    
    Represents the adjustments to the historical results of
    Worldspan to reflect the acquisition by the Company, including
    adjustments to depreciation, amortization, interest expense and
    intercompany transactions. The impact of these adjustments,
    among other things, decreased operating expenses by
    $9 million and increased interest expense by
    $2 million for the year ended December 31, 2007.
    Intercompany transactions resulted in a $30 million
    adjustment to net revenue for the year ended December 31,
    2007.   6.
    Impairment
    of Long-Lived Assets         F-22




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   6.
    Impairment
    of Long-Lived Assets  (Continued)         7.
    Intangible
    Assets    Balance











BalanceJanuary 1,











December 31,(in $ millions)

2009


Additions


Impairment Charge


Foreign Exchange


2009Non-Amortizable
    Assets:GoodwillGDS


972



7











979GTA


766







(491
)


31



3061,738



7



(491
)


31



1,285Trademarks and tradenames


499







(87
)


7



419Amortizable Intangible Assets:Customer relationships


1,796







(255
)


23



1,564Vendor relationships and other


50



1











511,846



1



(255
)


23



1,615      F-23




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   7.
    Intangible
    Assets (Continued)      Adjustments toBalance





Intangibles





BalanceJanuary 1,





Acquired in Prior


Foreign


December 31,(in $ millions)

2008


Additions


Periods


Exchange


2008Non-Amortizable
    Assets:GoodwillGDS


948



1



23







972GTA


809











(43
)


7661,757



1



23



(43
)


1,738Trademarks and tradenames


510











(11
)


499Amortizable Intangible Assets:Customer relationships


1,826











(30
)


1,796Vendor relationships and other


52











(2
)


501,878











(32
)


1,846    F-24




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   7.
    Intangible
    Assets (Continued)    Adjustments toBalance





Intangibles








BalanceJanuary 1,





Acquired in Prior


Foreign





December 31,(in $ millions)

2007


Additions


Periods


Exchange


Other*


2007Non-Amortizable
    Assets:GoodwillGDS


164



771



13











948Orbitz Worldwide


1,242







(36
)


7



(1,213
)


GTA


738







(3
)


74







8092,144



771



(26
)


81



(1,213
)


1,757Trademarks and tradenames


705



103







15



(313
)


510Amortizable Intangible Assets:Customer relationships


1,606



254



(13
)


69



(90
)


1,826Vendor relationships and other


71







(18
)


4



(5
)


521,677



254



(31
)


73



(95
)


1,878     *
    
    Represents the amount of goodwill and intangible assets for
    Orbitz Worldwide that is not consolidated on the
    December 31, 2007 balance sheet.    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Customer relationships


130



138



129Vendor relationships and other


2



3



5Total*


132



141



134     *
    
    Included as a component of depreciation and amortization on the
    consolidated statements of operations.      F-25




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   8.
    Separation
    and Restructuring Charges    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Separation costs










5Sponsor monitoring fee










57Restructuring charges


19



27



28Total


19



27



90   Restructuring
    Charges
      Personnel


Facility(in $ millions)

Related


Related


Other


TotalBalance as of January 1, 2007


2



1



2



52006 restructuring plan charges incurred in 2007


22



2







242007 restructuring plan charges incurred in 2007


4











4Cash payments related to the 2006 plan


(20
)


(3
)


(1
)


(24
)Other non-cash reduction related to the 2006 plan










(1
)


(1
)Balance as of December 31, 2007


8











82007 restructuring plan charges incurred in 2008


26







1



27Cash payments made in 2008


(25
)










(25
)Balance as of December 31, 2008


9







1



102007 restructuring plan charges incurred in 2009


18



1







19Cash payments made in 2009


(21
)










(21
)Balance as of December 31, 2009


6



1



1



8        F-26




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   8.
    Separation
    and Restructuring Charges (Continued)  Sponsor
    Monitoring Fee
      Separation
    Costs
     9.
    Income
    Taxes    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007CurrentUS State


(3
)


(3
)


(2
)Non-US


(33
)


(40
)


(39
)(36
)


(43
)


(41
)DeferredUS Federal


13



(3
)


3US State






(1
)


1Non-US


105



16



20118



12



24Non-currentLiabilities for uncertain tax positions


(14
)


(12
)


(24
)Benefit (provision) for income taxes


68



(43
)


(41
)    F-27




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   9.
    Income
    Taxes (Continued)    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007United States


36



52



(256
)Non-US


(811
)


(41
)


(135
)(Loss) income from continuing operations before income taxes and
    equity in losses of investment in Orbitz Worldwide


(775
)


11



(391
)     As of


As ofDecember 31,


December 31,(in $ millions)

2009


2008Deferred tax assets:Accrued liabilities and deferred income


59



66Accrued interest


56



Unrealized foreign exchange loss






5Allowance for doubtful accounts


9



5Depreciation and amortization


1



69Capital loss carry forward


2



3Net operating loss carry forwards and tax credit carry forwards


20



69Equity-based compensation


2



Accumulated other comprehensive income


22



25Other assets


1



1Less: Valuation allowance


(148
)


(236
)Total deferred tax assets


24



7Deferred tax liabilitiesAccrued liabilities and deferred income


(1
)


(1
)Depreciation and amortization


(142
)


(238
)Other






1Total deferred tax liabilities


(143
)


(238
)Net deferred tax liability


(119
)


(231
)      F-28




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   9.
    Income
    Taxes (Continued)          Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in %)

2009


2008


2007US Federal statutory rate


35.0



35.0



35.0US State and local income taxes, net of federal tax benefits


(0.4
)


30.8



(0.2
)Taxes on non-US operations at alternative rates


(6.8
)


283.7



(21.8
)Tax benefit resulting from non-US rate change






5.7



4.8Tax benefit arising from US state rate change






4.8



Liability for uncertain tax positions


(1.6
)


108.5



(6.1
)Non-deductible compensation


(0.4
)


(84.4
)


(13.0
)Non-deductible interest






5.1



(1.1
)Non-deductible impairment and amortization


(22.6
)


31.2



Capitalized consulting costs






(76.2
)


(3.5
)Change in valuation allowance


5.1



35.5



(4.9
)Other non-deductible items


(0.9
)


11.1



Other


1.4



0.1



0.38.8



390.9



(10.5
)    F-29




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   9.
    Income
    Taxes (Continued)               F-30




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   9.
    Income
    Taxes (Continued)      Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Unrecognized tax benefit  opening balance


50



53



27Gross increases  tax positions in prior periods


9



5



17Gross decreases  tax positions in prior periods


(6
)


(11
)


Gross increases  tax positions in current period


8



13



7Settlements


(1
)


(2
)


Increases (decreases) due to currency translation adjustments


4



(8
)


Additions due to acquisition of Worldspan










4Decrease related to deconsolidation of Orbitz Worldwide










(2
)Unrecognized tax benefit  ending balance


64



50



53      10.
    Other
    Current Assets    As of


As ofDecember 31,


December 31,(in $ millions)

2009


2008Derivative contracts


1



27Upfront inducement payments and supplier deposits


70



59Sales and use tax receivables


48



45Prepaid expenses


20



21Deferred costs


10



Other


7



26156



178       F-31




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  11.
    Property
    and Equipment, Net   As of


As ofDecember 31, 2009


December 31, 2008Accumulated








Accumulated(in $ millions)

Cost


depreciation


Net


Cost


depreciation


NetLand


4







4



4







4Capitalized software


455



(182
)


273



402



(118
)


284Furniture, fixtures and equipment


230



(129
)


101



207



(84
)


123Building and leasehold improvements


48



(20
)


28



44



(10
)


34Construction in progress


46







46



46







46783



(331
)


452



703



(212
)


491          12.
    Other
    Non-Current Assets    As of


As ofDecember 31,


December 31,(in $ millions)

2009


2008Deferred financing costs


42



55Development advances


87



54Avis Budget tax receivable


7



7Pension assets


14



Derivative assets


18



23Other


36



35204



174   F-32




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   13.
    Accrued
    Expenses and Other Current Liabilities    As of


As ofDecember 31,


December 31,(in $ millions)

2009


2008Accrued travel supplier payments, deferred revenue and customer
    advances


206



193Accrued commissions and incentives


197



160Accrued payroll and related


63



71Derivative contracts


43



63Accrued sales and use tax


75



64Accrued sponsor monitoring fees


49



55Current portion of Worldspan founding airline service agreement
    liability


18



26Accrued interest expense


41



36Accrued merger and acquisition costs


9



4Other


64



92765



764    14.
    Long-Term
    Debt    As of


As ofDecember 31,


December 31,(in $ millions)

Maturity

2009


2008Senior Secured Credit FacilityTerm loan facilityDollar denominated

August 2013


1,846



1,713Euro denominated

August 2013


501



488Senior notesDollar denominated floating rate notes

September 2014


143



144Euro denominated floating rate notes

September 2014


232



24397/8%

    Dollar denominated notes

September 2014


443



443Senior subordinated notes117/8%

    Dollar denominated notes

September 2016


247



247107/8%

    Euro denominated notes

September 2016


201



205Revolver borrowings

August 2012






263Capital leases and other




50



56Total debt




3,663



3,802Less: current portion




23



19Long-term debt




3,640



3,783  F-33




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Long-Term
    Debt (Continued)  Senior
    Secured Credit Facilities
  sub-facility sub-limit
             F-34




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Long-Term
    Debt (Continued)        Senior
    Notes and Senior Subordinated Notes
  7 8 5 8 5 8
  7 8 7 8
     F-35




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Long-Term
    Debt (Continued)    Capital
    Leases and Other
    Debt
    Maturities
    (in $ millions)2010


232011


202012


202013


2,3172014


819Thereafter


4643,663   Debt
    Issuance Costs
    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Deferred financing costs at beginning of year


55



75



85Debt issuance costs incurred


3







30Amortization


(16
)


(20
)


(40
)Deferred financing costs at end of year


42



55



75   Debt
    Covenants and Guarantees
   F-36




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Long-Term
    Debt (Continued)         15.
    Financial
    Instruments  RISK
    MANAGEMENT
      Interest
    Rate Risk
    Foreign
    Currency Risk
     F-37




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   15.
    Financial
    Instruments (Continued)      Credit
    Risk and Exposure
    Fair
    Value Disclosures for Derivative Instruments
     F-38




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   15.
    Financial
    Instruments (Continued)      Asset


LiabilityFair Value Asset




Fair Value Asset(Liability)




(Liability)Balance Sheet

December 31,


December 31,


Balance Sheet

December 31,


December 31,(in $ millions)

Location

2009


2008


Location

2009


2008Derivatives designated as hedging instrumentsInterest rate swaps

Other current assets






(12
)

Accrued expenses and other current liabilities


(8
)


(12
)Other non-current assets


(5
)


(22
)

Other non-current liabilities


(3
)


Foreign exchange impact of cross currency swaps

Other current assets






34


Accrued expenses and other current liabilities






(6
)Other non-current assets


23



45


Other non-current liabilities






Foreign exchange forward contracts











Accrued expenses and other current liabilities


(4
)


Total


18



45


Total


(15
)


(18
)Derivatives not designated as hedging instrumentsInterest rate swaps

Other current assets









Accrued expenses and other current liabilities


(25
)


(27
)Other non-current assets









Other non-current liabilities


(10
)


Foreign exchange forward contracts

Other current assets


1



5


Accrued expenses and other current liabilities


(6
)


(18
)Total


1



5


Total


(41
)


(45
)Total fair value of derivative assets (liabilities)




19



50





(56
)


(63
)       F-39




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   15.
    Financial
    Instruments (Continued)  Amount of Gain (Loss)Recognizedin Other




Amount of GainComprehensive




(Loss) RecordedIncome




into IncomeYear Ended


Location of Gain (Loss)

Year EndedDecember 31, 2009


Recorded into Income

December 31, 2009(In $ millions)Derivatives designated as hedging instrumentsInterest rate swaps


9


Interest expense, net


(13
)Foreign exchange impact of cross-currency swaps


26


Selling, general and administrative


26Foreign exchange forward contracts


(4
)

Selling, general and administrative


Derivatives not designated as hedging instrumentsInterest rate swaps





Interest expense, net


(30
)Foreign exchange forward contracts





Selling, general and administrative


(9
)(26
)          16.
    Fair
    values of financial instruments and non-financial
    assets  Fair
    value of financial instruments
      December 31, 2009


December 31, 2008Carrying





Carrying(in $ millions)

Amount


Fair Value


Amount


Fair ValueAsset/(liability)Derivative assets (see Note 15)


19



19



50



50Derivative liabilities (see Note 15)


(56
)


(56
)


(63
)


(63
)Total debt


(3,663
)


(3,526
)


(3,802
)


(1,537
)  F-40




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   16.
    Fair
    values of financial instruments and non-financial assets
    (Continued)    Fair
    values of non-financial assets measured on a non-recurring
    basis
    Fair Value as ofSeptember 30,2009Measured UsingSignificant


Total Losses forUnobservable Inputs


Year Ended(in $ millions)

(Level 3)


December 31, 2009Goodwill


312



(491
)Trademarks and tradenames


108



(87
)Other intangible assets, net


295



(255
)          17.
    Commitments
    and Contingencies  Commitments
  Leases
   F-41




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   17.
    Commitments
    and Contingencies  (Continued)    (in $ millions)2010


262011


212012


192013


172014


15Thereafter


23121         Purchase
    Commitments
    Contingencies
  Company
    Litigation
  and/or
   F-42




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   17.
    Commitments
    and Contingencies  (Continued)  Guarantees/Indemnifications
  Standard
    Guarantees/Indemnifications
    Contractual
    Obligations to Indemnify Avis Budget for Certain Taxes Relating
    to the Separation from Avis Budget
     18.
    Equity  Description
    of Capital Stock
  winding-up
  and/or
 F-43




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   18.
    Equity
    (Continued)    Contribution
    from Parent
    Distributions
    to Parent
    Accumulated
    Other Comprehensive Income (Loss)
    Unrealized


Unrealized


Unrealized Gain


Unrealized


AccumulatedCurrency


Gain (Loss) on


Gain (Loss) on


(Loss) on


Gain (Loss)


OtherTranslation


Available for


Cash Flow


Defined Benefit


on Equity


Comprehensive(in $ millions)

Adjustments


Sale Securities


Hedges


Plans


Investment


Income (Loss)Balance as of January 1, 2007


20







(9
)










11Activity during period, net of tax


143



(1
)


(13
)


34



(11
)


152Balance as of December 31, 2007


163



(1
)


(22
)


34



(11
)


163Activity during period, net of tax


(88
)


3



(14
)


(93
)


(11
)


(203
)Balance as of December 31, 2008


75



2



(36
)


(59
)


(22
)


(40
)Activity during period, net of tax


33







18



12



7



70Balance as of December 31, 2009


108



2



(18
)


(47
)


(15
)


30     19.
    Equity-Based
    Compensation  Travelport
    Equity-Based Long-Term Incentive Program
  Class A-2 Class B-1,
 F-44




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   19.
    Equity-Based
    Compensation (Continued)    Class A-2 units Class A-2 units
      Restricted Equity Units


Profit InterestsClass A-2


Class B


Class B-1


Class CWeighted





Weighted





Weighted





WeightedAverage





Average





Average





AverageNumber


Grant Date


Number


Grant Date


Number


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair Value


of Shares


Fair Value


of Shares


Fair ValueBalance as of January 1, 2007


36.4


$
1.00



11.3


$
0.49











11.3


$
0.43Granted at fair market value


41.0


$
2.28











1.9


$
0.67



1.8


$
0.65Conversion/forfeiture of Orbitz Worldwide Units


(4.2
)

$
1.03



(1.1
)

$
0.49



(0.1
)

$
0.67



(1.2
)

$
0.45Conversion to
    A-2 Units


38.0


$
2.78



(10.0
)

$
0.49



(1.8
)

$
0.67



(11.7
)

$
0.46Forfeited


(1.2
)

$
1.00



(0.2
)

$
0.49











(0.2
)

$
0.43Balance as of December 31, 2007


110.0


$
2.10























Granted at fair market value


1.3


$
1.96























Net share settlement


(29.1
)

$
1.13























Forfeited


(0.1
)

$
1.96























Balance as of December 31, 2008


82.1


$
2.44























Granted at fair market value


8.2


$
1.10























Net share settlement and repurchases


(0.2
)

$
2.24























Forfeited


(0.1
)

$
1.96























Balance as of December 31, 2009


90.0


$
2.32























   F-45




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   19.
    Equity-Based
    Compensation (Continued)  Partnership InterestsClass C-1


Class DWeighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueBalance as of January 1, 2007










11.3


$
0.38Granted at fair market value


1.8


$
0.83



2.7


$
0.63Conversion/forfeiture of Orbitz Worldwide Units










(1.2
)

$
0.39Conversion to
    A-2 Units


(1.8
)

$
0.83



(12.6
)

$
0.43Forfeited










(0.2
)

$
0.38Balance as of December 31, 2007














Granted at fair market value














Balance as of December 31, 2008














Granted at fair market value














Balance as of December 31, 2009














     Class B-1
  2007Dividend yield


Expected volatility


45.00
%Risk-free interest rate


4.64
%Expected holding period Class B


6.2 yearsExpected holding period Class C


6.2 yearsExpected holding period Class D


6.2 years   Class C-1
  Dividend yield






Expected volatility






45.00
%Risk-free interest rate






4.51
%Expected holding period
    Class C-1






5.8 yearsExpected holding period Class D






5.8 years    F-46




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   19.
    Equity-Based
    Compensation (Continued)    Class A-2 units
       20.
    Employee
    Benefit Plans  Defined
    Contribution Savings Plan
    Defined
    Benefit Pension, Post-retirement and Other Plans
     F-47




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   20.
    Employee
    Benefit Plans (Continued)    Defined Benefit Pension PlansYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Benefit obligation, beginning of year


456



460



337Benefit obligation assumed from Worldspan acquisition










204Service cost


1



1



1Interest cost


27



28



19Actuarial loss (gain)


27



(3
)


(15
)Net benefits paid


(15
)


(25
)


(13
)Defined benefit plan
    settlement(a)


(29
)






Currency translation adjustment and
    other(b)


8



(5
)


(73
)Benefit obligation, end of year


475



456



460Fair value of plan assets, beginning of year


363



465



285Fair value of plan assets acquired from Worldspan










220Return on plan assets


59



(76
)


33Employer contribution


3



6



15Net benefits paid


(15
)


(25
)


(13
)Defined benefit plan
    settlement(a)


(21
)






Currency translation adjustment and
    other(b)


6



(7
)


(75
)Fair value of plan assets, end of year


395



363



465Funded status


(80
)


(93
)


5    (a)
    
    During the year ended December 31, 2009, the Company
    settled two defined benefit pension plans for a cash payment of
    $2 million.(b)
    
    For the year ended December 31, 2007, other includes an
    adjustment of approximately $75 million to the benefit
    obligation and fair value of plan assets related a defined
    benefit plan of a subsidiary located in the United Kingdom. This
    plan has characteristics of both a defined benefit plan and a
    defined contribution plan. During 2007, it was determined that
    the benefit obligation and fair value of plan assets related to
    the portion of the plan with the characteristics of a defined
    contribution plan should be accounted for as a defined
    contribution plan and therefore were adjusted for and reflected
    on the summary of the changes in the benefit obligation and fair
    value of assets.    F-48




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   20.
    Employee
    Benefit Plans (Continued)  Post-Retirement Benefit PlanYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Benefit obligation, beginning of year


17



36



12Benefit obligation assumed from Worldspan acquisition










27Interest cost


1



2



1Actuarial loss (gain)


(3
)


(4
)


(1
)Net benefits paid


(3
)


(3
)


(3
)Plan amendment






(14
)


Benefit obligation, end of year


12



17



36Fair value of plan assets, beginning of year










Employer contribution


3



3



3Net benefits paid


(3
)


(3
)


(3
)Fair value of plan assets, end of year










Funded status


(12
)


(17
)


(36
)       Defined Benefit Pension PlansYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Service cost


1



1



1Interest cost


27



28



19Expected return on plan assets


(25
)


(35
)


(23
)Recognized net actuarial loss


5







Net periodic benefit cost


8



(6
)


(3
)   Post-Retirement Benefit PlanYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007Interest cost


1



2



1Amortization of prior service cost


(5
)






Recognized net actuarial loss


(2
)


(1
)


Net periodic benefit cost


(6
)


1



1    F-49




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   20.
    Employee
    Benefit Plans (Continued)    1 2
      Pension Plan Assets(in $ millions)

Level 1


Level 2


TotalCommon & commingled trust funds






375



375Mutual funds


10







10Money market funds






10



10Total


10



385



395    F-50




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   20.
    Employee
    Benefit Plans (Continued)    Defined Benefit


Post-Retirement(in $ millions)

Pension Plans


Benefit Plan2010


23



12011


24



12012


26



12013


28



12014


29



1Five years thereafter


197



4327



9    21.
    Segment
    Information       F-51




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   21.
    Segment
    Information (Continued)    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007GDSNet revenue


1,981



2,171



1,772Segment
    EBITDA(d)


602



591



446GTANet revenue


267



356



330Segment EBITDA


(776
)


110



77Orbitz
    Worldwide(a)Net revenue










743Segment EBITDA










102Intersegment
    eliminations(b)Net revenue










(65
)Combined totalsNet revenue


2,248



2,527



2,780Segment EBITDA


(174
)


701



625Reconciling items:Corporate and
    unallocated(c)(d)


(72
)


(85
)


(395
)Interest expense, net


(286
)


(342
)


(373
)Depreciation and amortization


(243
)


(263
)


(248
)(Loss) income from continuing operations before income taxes
    and equity in losses of investment in Orbitz Worldwide


(775
)


11



(391
)     (a)
    
    Includes only ten months of activity for 2007, due to the
    deconsolidation of Orbitz Worldwide effective October 31,
    2007. Subsequent to October 31, 2007, Orbitz Worldwide has
    been equity accounted.(b)
    
    Consists primarily of eliminations related to the inducements
    paid by GDS to Orbitz Worldwide.(c)
    
    Corporate and unallocated includes corporate general and
    administrative costs not allocated to the segments, such as
    treasury, legal and human resources and other costs that are
    managed at the corporate level including company-wide equity
    compensation and incentive plans and the impact of foreign
    exchange derivative contracts.(d)
    
    As of January 1, 2009, certain costs were reclassified from
    reconciling items to the GDS segment. Similar costs in 2008 and
    2007 have been reclassified from reconciling items to the GDS
    segment for consistency with the current year presentation. F-52




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   21.
    Segment
    Information (Continued)     Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2009


2008


2007GDS


3,007



3,019



3,228GTA


1,089



1,907



2,087Total segment assets


4,096



4,926



5,315Reconciling items: corporate and unallocated


250



644



835Total


4,346



5,570



6,150     United


All Other(in $ millions)

United States


Kingdom


Countries


TotalNet RevenueYear ended December 31, 2009


877



135



1,236



2,248Year ended December 31, 2008


1,044



155



1,328



2,527Year ended December 31, 2007


1,204



261



1,315



2,780Long-Lived Assets
    (excluding financial instruments and deferred tax assets)As of December 31, 2009


1,707



843



1,031



3,581As of December 31, 2008


2,090



1,661



894



4,645As of December 31, 2007


2,042



1,818



1,264



5,124      22.
    Related
    Party Transactions  Transactions
    with Entities Related to Owners
     F-53




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   22.
    Related
    Party Transactions (Continued)    out-of-pocket
    Executive
    Relocation
       23.
    Subsequent
    Events       24.
    Guarantor
    and Non-Guarantor Financial Statements   F-54




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED STATEMENT OF OPERATIONS
 For the
    year ended December 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














1,036



1,212







2,248Costs and expensesCost of revenue














588



502







1,090Selling, general and administrative


(9
)






5



(27
)


598







567Restructuring charges














14



5







19Depreciation and amortization














163



80







243Impairment of goodwill and intangible assets


















833







833Other income














(5
)










(5
)Total costs and expenses


(9
)






5



733



2,018







2,747Operating income (loss)


9







(5
)


303



(806
)






(499
)Interest expense, net


(2
)






(276
)


(8
)










(286
)Gain on early extinguishment of debt










10















10Equity in earnings (losses) of subsidiaries


(878
)


37



308











533



(Loss) income before income taxes and equity in losses of
    investment in Orbitz Worldwide


(871
)


37



37



295



(806
)


533



(775
)Benefit (provision) for income taxes






(3
)






13



58







68Equity in losses of investment in Orbitz Worldwide






(162
)


















(162
)Net (loss) income


(871
)


(128
)


37



308



(748
)


533



(869
)Less: Net income attributable to non-controlling interest in
    subsidiaries


















(2
)






(2
)Net (loss) income attributable to the Company


(871
)


(128
)


37



308



(750
)


533



(871
)  F-55




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED STATEMENT OF OPERATIONS
 For the
    year ended December 31, 2008
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














1,113



1,414







2,527Costs and expensesCost of revenue














593



664







1,257Selling, general and administrative


6







(8
)


93



557







648Separation and restructuring charges














18



9







27Depreciation and amortization














184



79







263Impairment of goodwill and intangible assets














1











1Other expense














6



1







7Total costs and expenses


6







(8
)


895



1,310







2,203Operating (loss) income


(6
)






8



218



104







324Interest expense, net










(328
)


(14
)










(342
)Gain on early extinguishment of debt










29















29Equity in earnings (losses) of subsidiaries


(173
)


(100
)


191











82



(Loss) income before income taxes and equity in losses of
    investment in Orbitz Worldwide


(179
)


(100
)


(100
)


204



104



82



11Provision for income taxes














(10
)


(33
)






(43
)Equity in losses of investment in Orbitz Worldwide






(144
)


















(144
)Net (loss) income


(179
)


(244
)


(100
)


194



71



82



(176
)Less: Net income attributable to non-controlling interest in
    subsidiaries














(3
)










(3
)Net (loss) income attributable to the Company


(179
)


(244
)


(100
)


191



71



82



(179
)  F-56




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED STATEMENT OF OPERATIONS
 For the
    year ended December 31, 2007
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














1,175



1,670



(65
)


2,780Costs and expensesCost of revenue














589



646



(65
)


1,170Selling, general and administrative














457



830







1,287Separation and restructuring charges














90











90Depreciation and amortization














150



98







248Impairment of goodwill and intangible assets














1











1Other expense














2











2Total costs and expenses














1,289



1,574



(65
)


2,798Operating (loss) income














(114
)


96







(18
)Interest expense, net


9







(357
)


(5
)


(20
)






(373
)Equity in earnings (losses) of subsidiaries


(449
)


(476
)


(115
)










1,040



(Loss) income from continuing operations before income taxes
    and equity in losses of investment in Orbitz Worldwide


(440
)


(476
)


(472
)


(119
)


76



1,040



(391
)Provision for income taxes














(1
)


(40
)






(41
)Equity in losses of investment in Orbitz Worldwide






(4
)


















(4
)(Loss) income from continuing operations, net of tax


(440
)


(480
)


(472
)


(120
)


36



1,040



(436
)Loss from discontinued operations, net of tax


















(1
)






(1
)Loss from disposal of discontinued operations, net of tax


















(6
)






(6
)Net (loss) income


(440
)


(480
)


(472
)


(120
)


29



1,040



(443
)Less: Net loss attributable to non-controlling interest in
    subsidiaries






3



















3Net (loss) income attributable to the Company


(440
)


(477
)


(472
)


(120
)


29



1,040



(440
)  F-57




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED BALANCE SHEET
 As of
    December 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents














38



179







217Accounts receivable, net














77



269







346Deferred income taxes














16



6







22Other current assets


1







2



45



108







156Total current assets


1







2



176



562







741Investment in subsidiary/intercompany


(608
)


(1,408
)


2,250











(234
)


Property and equipment, net














324



128







452Goodwill














985



300







1,285Trademarks and tradenames














313



106







419Other intangible assets, net














701



482







1,183Investment in Orbitz Worldwide






60



















60Non-current deferred income taxes


















2







2Other non-current assets


4







45



71



84







204Total assets


(603
)


(1,348
)


2,297



2,570



1,664



(234
)


4,346Liabilities and EquityCurrent liabilities:Accounts payable














27



112







139Accrued expenses and other current liabilities


4



35



78



77



571







765Current portion of long-term debt










12



11











23Total current liabilities


4



35



90



115



683







927Long-term debt










3,601



39











3,640Deferred income taxes














33



110







143Other non-current liabilities










14



133



81







228Total liabilities


4



35



3,705



320



874







4,938Total shareholders equity/intercompany


(607
)


(1,383
)


(1,408
)


2,250



775



(234
)


(607
)Equity attributable to non-controlling interest in subsidiaries


















15







15Total equity


(607
)


(1,383
)


(1,408
)


2,250



790



(234
)


(592
)Total liabilities and equity


(603
)


(1,348
)


2,297



2,570



1,664



(234
)


4,346  F-58




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED BALANCE SHEET
 As of
    December 31, 2008
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents


94











189



62







345Accounts receivable, net














78



294







372Deferred income taxes


















7







7Other current assets


5







36



39



98







178Total current assets


99







36



306



461







902Investment in subsidiary/intercompany


321



(1,082
)


2,652











(1,891
)


Property and equipment, net














407



84







491Goodwill














996



742







1,738Trademarks and tradenames














313



186







499Other intangible assets, net














945



607







1,552Investment in Orbitz Worldwide






214



















214Non-current deferred income taxes














3



(3
)






Other non-current assets


6







56



78



34







174Total assets


426



(868
)


2,744



3,048



2,111



(1,891
)


5,570Liabilities and EquityCurrent liabilities:Accounts payable














27



113







140Accrued expenses and other current liabilities


14



38



80



131



501







764Current portion of long-term debt










10



9











19Total current liabilities


14



38



90



167



614







923Long-term debt










3,736



47











3,783Deferred income taxes














30



208







238Other non-current liabilities














145



62







207Total liabilities


14



38



3,826



389



884







5,151Total shareholders equity/intercompany


412



(906
)


(1,082
)


2,652



1,227



(1,891
)


412Equity attributable to non-controlling interest in subsidiaries














7











7Total equity


412



(906
)


(1,082
)


2,659



1,227



(1,891
)


419Total liabilities and equity


426



(868
)


2,744



3,048



2,111



(1,891
)


5,570  F-59




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet income (loss)


(871
)


(128
)


37



308



(748
)


533



(869
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization














163



80







243Impairment of goodwill, intangible assets and other long-lived
    assets


















833







833Gain on sale of assets














(5
)










(5
)Provision for bad debts














2



13







15Equity-based compensation














10











10Gain on early extinguishment of debt










(10
)














(10
)Amortization of debt issuance costs










16















16Loss on interest rate derivative instruments










6















6Gain on foreign exchange derivative instruments


(9
)






(4
)














(13
)Equity in losses of investment in Orbitz Worldwide






162



















162FASA liability














(26
)










(26
)Deferred income taxes














(13
)


(105
)






(118
)Equity in losses of subsidiaries


878



(37
)


(308
)










(533
)


Changes in assets and liabilities, net of effects from
    acquisitions and disposals:Accounts receivables














1



30







31Other current assets














(5
)


1







(4
)Accounts payable, accrued expenses and other current liabilities






(3
)


8



(54
)


29







(20
)Other


2







6



(5
)


(15
)






(12
)Net cash provided by (used in) operating activities






(6
)


(249
)


376



118







239  F-60




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedInvesting activitiesProperty and equipment additions














(51
)


(7
)






(58
)Proceeds from asset sales














5











5Businesses acquired and related payments














(2
)










(2
)Net intercompany funding


133



6



313



(453
)


1







Net cash provided by (used in) investing activities


133



6



313



(501
)


(6
)






(55
)Financing activitiesPrincipal repayments










(292
)


(15
)










(307
)Proceeds from new borrowings










144















144Proceeds from settlement of derivative instruments










87















87Debt finance costs










(3
)














(3
)Net share settlement for equity-based compensation














(7
)










(7
)Distribution to a parent company


(227
)






















(227
)Other














(4
)










(4
)Net cash used in financing activities


(227
)






(64
)


(26
)










(317
)Effect of changes in exchange rates on cash and cash equivalents


















5







5Net increase (decrease) in cash and cash equivalents


(94
)










(151
)


117







(128
)Cash and cash equivalents at beginning of year


94











189



62







345Cash and cash equivalents at end of year














38



179







217  F-61




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2008
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet income (loss)


(179
)


(244
)


(100
)


194



71



82



(176
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization














184



79







263Impairment of goodwill, intangible assets and other long-lived
    assets














1











1Loss on sale of assets














7











7Provision for bad debts














4



5







9Equity-based compensation














1











1Gain on early extinguishment of debt










(29
)














(29
)Amortization of debt issuance costs










20















20Loss on interest rate derivative instruments










28















28Loss on foreign exchange derivative instruments


5







4















9Equity in losses of investment in Orbitz Worldwide






144



















144FASA liability














(33
)










(33
)Deferred income taxes














4



(16
)






(12
)Equity in losses of subsidiaries


173



100



(191
)










(82
)


Changes in assets and liabilities, net of effects from
    acquisitions and disposals:Accounts receivables














20



(16
)






4Other current assets














22



(32
)






(10
)Accounts payable, accrued expenses and other current liabilities










28



(53
)


(78
)






(103
)Other


(5
)






(4
)


(40
)


50







1Net cash provided by (used in) operating activities


(6
)






(244
)


311



63







124  F-62




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2008
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedInvesting activitiesProperty and equipment additions














(59
)


(35
)






(94
)Proceeds from asset sales














3











3Businesses acquired and related payments














4











4Net intercompany funding


(61
)






146



(36
)


(49
)






Other














4



(1
)






3Net cash (used in) provided by investing activities


(61
)






146



(84
)


(85
)






(84
)Financing activitiesPrincipal repayments










(161
)


(8
)










(169
)Proceeds from new borrowings










259















259Net share settlement for equity-based compensation














(24
)










(24
)Distribution to a parent company


(60
)






















(60
)Net cash provided by (used in) financing activities


(60
)






98



(32
)










6Effect of changes in exchange rates on cash and cash equivalents


















(10
)






(10
)Net increase (decrease) in cash and cash equivalents


(127
)










195



(32
)






36Cash and cash equivalents at beginning of year


221











(6
)


94







309Cash and cash equivalents at end of year


94











189



62







345  F-63




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2007
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activities of continuing operationsNet income (loss)


(440
)


(480
)


(472
)


(120
)


29



1,040



(443
)Loss from discontinued operations


















7







7Net income (loss) from continuing operations


(440
)


(480
)


(472
)


(120
)


36



1,040



(436
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities of continuing operations:Depreciation and amortization














150



98







248Impairment of goodwill, intangible assets and other long-lived
    assets


















1







1Loss on sale of assets














3











3Provision for bad debts














3



8







11Equity-based compensation














189



2







191Gain on early extinguishment of debtAmortization of debt issuance costs










40















40Gain on interest rate derivative instruments










(1
)














(1
)Loss on foreign exchange derivative instruments


4























4Equity in losses of investment in Orbitz Worldwide






4



















4Non-cash charges related to Orbitz Worldwide tax sharing
    liability














9



3







12FASA liability














(11
)










(11
)Deferred income taxes














(4
)


(20
)






(24
)Equity in losses of subsidiaries


449



476



115











(1,040
)


Changes in assets and liabilities, net of effects from
    acquisitions and disposals:Accounts receivables














(61
)


117







56Other current assets














(47
)


35







(12
)Accounts payable, accrued expenses and other current liabilities














65



32







97Other


(4
)






1



64



(20
)






41Net cash provided by (used in) operating activities of
    continuing operations


9







(317
)


240



292







224  F-64




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   24.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2007
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedInvesting activities of continuing operationsProperty and equipment additions














(84
)


(20
)






(104
)Proceeds from asset sales














36



57







93Businesses acquired and related payments














(1,074
)










(1,074
)Impact to cash from deconsolidation of Orbitz Worldwide


















(39
)






(39
)Net intercompany funding


(405
)






395



880



(870
)






Other














(19
)


2







(17
)Net cash provided by (used in) investing activities of
    continuing operations


(405
)






395



(261
)


(870
)






(1,141
)Financing activities of continuing operationsPrincipal repayments










(1,093
)


(4
)










(1,097
)Proceeds from new borrowings










1,040







607







1,647Proceeds from Orbitz Worldwide IPO


477























477Debt finance costs










(25
)






(5
)






(30
)Issuance of common shares


5























5Capital contribution from a parent company


135























135Net cash provided by (used in) financing activities of
    continuing operations


617







(78
)


(4
)


602







1,137Effect of changes in exchange rates on cash and cash equivalents


















4







4Net increase (decrease) in cash and cash equivalents of
    continuing operations


221











(25
)


28







224Cash provided by discontinued operationsOperating activities


















5







5Investing activities


















(3
)






(3
)Cash provided by discontinued operations


















2







2Cash and cash equivalents at beginning of year














19



68







87Cash and cash equivalents at end of year


221











(6
)


98







313Less cash of discontinued operations


















(4
)






(4
)Cash and cash equivalents of continuing operations at end of
    year


221











(6
)


94







309   F-65




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description2
.1

Purchase Agreement by and among Cendant Corporation, Travelport
    Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC
    (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated
    as of June 30, 2006 (Incorporated by reference to
    Exhibit 2.1 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).2
.2

Amendment to the Purchase Agreement among Cendant Corporation,
    Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS
    Investor Corporation, f/k/a TDS Investor LLC) and
    Travelport Limited (f/k/a TDS Investor (Bermuda), Ltd.), dated
    as of August 23, 2006, to the Purchase Agreement dated as
    of June 30, 2006 (Incorporated by reference to
    Exhibit 2.2 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).2
.3

Agreement and Plan of Merger by and among Travelport LLC (f/k/a
    Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies
    Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario
    Teachers Pension Plan Board and Blackstone Management
    Partners V, L.P., dated as of December 7, 2006
    (Incorporated by reference to Exhibit 2.3 to the
    Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).2
.4

Separation and Distribution Agreement by and among Cendant
    Corporation (n/k/a Avis Budget Group, Inc.), Realogy
    Corporation, Wyndham Worldwide Corporation and Travelport
    Americas, Inc. (f/k/a Travelport Inc.), dated as of
    July 27, 2006 (Incorporated by reference to
    Exhibit 2.1 to Cendant Corporations Current Report on
    Form 8-K
    dated August 1, 2006).3
.1

Certificate of Incorporation of Travelport Limited (f/k/a TDS
    Investor (Bermuda) Ltd.) (Incorporated by reference to
    Exhibit 3.3 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).3
.2

Memorandum of Association and By-laws of Travelport Limited
    (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference
    to Exhibit 3.4 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).4
.1

Indenture dated as of August 23, 2006 by and among
    Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova
    Scotia Trust Company of New York relating to the Senior
    Notes (Incorporated by reference to Exhibit 4.1 to the
    Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).4
.2

Indenture dated as of August 23, 2006 by and among
    Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova
    Scotia Trust Company of New York relating to the Senior
    Subordinated Notes (Incorporated by reference to
    Exhibit 4.2 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).4
.3

Supplemental Indenture No. 1 (with respect to the Senior
    Notes) dated January 11, 2007 between Warpspeed Sub Inc.
    and The Bank of Nova Scotia Trust Company of New York
    (Incorporated by reference to Exhibit 4.5 to the
    Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).4
.4

Supplemental Indenture No. 1 (with respect to the Senior
    Subordinated Notes) dated January 11, 2007 between
    Warpspeed Sub Inc. and The Bank of Nova Scotia
    Trust Company of New York (Incorporated by reference to
    Exhibit 4.6 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).4
.5

Supplemental Indenture No. 2 (with respect to the Senior
    Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS
    Investor Corporation), TDS Investor (Luxembourg) S.à.r.l.,
    Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings,
    Inc. and The Bank of Nova Scotia Trust Company of New York
    (Incorporated by reference to Exhibit 4.7 to the
    Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).4
.6

Supplemental Indenture No. 2 (with respect to the Senior
    Subordinated Notes) dated March 13, 2007 among Travelport
    LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg)
    S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc.,
    Travelport Holdings, Inc. and The Bank of Nova Scotia
    Trust Company of New York (Incorporated by reference to
    Exhibit 4.8 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007). G-1




---



##### Table of Contents



ExhibitNo.

Description10
.1

Second Amended and Restated Credit Agreement dated as of
    August 23, 2006, as amended and restated on
    January 29, 2007, as further amended and restated on
    May 23, 2007, among Travelport LLC (f/k/a Travelport Inc.),
    Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.),
    Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance
    LLC and Other Lenders Party Thereto (Incorporated by reference
    to Exhibit 10.1 to the Current Report on
    Form 8-K
    filed by Travelport Limited on May 30, 2007 (dated
    May 23, 2007)).10
.2

Security Agreement dated as of August 23, 2006 by and among
    Travelport LLC (f/k/a Travelport Inc.), Travelport Limited
    (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited.
    Certain Subsidiaries of Holdings Identified Herein and UBS AG,
    Stamford Branch (Incorporated by reference to Exhibit 10.2
    to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).10
.3

Transition Services Agreement among Cendant Corporation (n/k/a
    Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide
    Corporation and Travelport Americas, Inc. (f/k/a Travelport
    Inc.), dated as of July 27, 2006 (Incorporated by reference
    to Exhibit 10.1 to Cendant Corporations Current
    Report on
    Form 8-K
    dated August 1, 2006).10
.4

Tax Sharing Agreement among Cendant Corporation (n/k/a Avis
    Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide
    Corporation and Travelport Americas, Inc. (f/k/a Travelport
    Inc.), dated as of July 28, 2006 (Incorporated by reference
    to Exhibit 10.1 to Cendant Corporations Current
    Report on
    Form 8-K
    dated August 1, 2006).10
.5

Separation Agreement, dated as of July 25, 2007, by and
    between Travelport Limited and Orbitz Worldwide, Inc.
    (Incorporated by reference to Exhibit 10.1 to the Current
    Report on
    Form 8-K
    filed by Travelport Limited on July 27, 2007 (dated
    July 23, 2007)).10
.6

Transition Services Agreement, dated as of July 25, 2007,
    by and between Travelport Inc. and Orbitz Worldwide, Inc.
    (Incorporated by reference to Exhibit 10.2 to the Current
    Report on
    Form 8-K
    filed by Travelport Limited on July 27, 2007 (dated
    July 23, 2007)).10
.7

Tax Sharing Agreement, dated as of July 25, 2007, by and
    between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated
    by reference to Exhibit 10.3 to the Current Report on
    Form 8-K
    filed by Travelport Limited on July 27, 2007 (dated
    July 23, 2007)).10
.8

Subscriber Services Agreement, dated as of July 23, 2007,
    by and among Orbitz Worldwide, Inc., Galileo International,
    L.L.C. (n/k/a Travelport International, L.L.C. and Galileo
    Nederland B.V. (n/k/a Travelport Global Distribution System
    B.V.) (Incorporated by reference to Exhibit 10.4 to the
    Current Report on
    Form 8-K/A
    filed by Travelport Limited on February 27, 2008 (dated
    July 23, 2007)).*10
.9

Service Agreement dated as of March 30, 2007, between
    Gordon Wilson and Galileo International Limited (n/k/a
    Travelport International Limited) (Incorporated by reference to
    Exhibit 10.13 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).10
.10

Amended and Restated Employment Agreement of Jeff Clarke, dated
    as of August 3, 2009 (Incorporated by reference to
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on August 6, 2009).10
.11

Amended and Restated Employment Agreement of Eric J. Bock, dated
    as of August 3, 2009 (Incorporated by reference to
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on August 6, 2009).10
.12

Amended and Restated Employment Agreement of Kenneth Esterow,
    dated as of August 3, 2009 (Incorporated by reference to
    Exhibit 10.4 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on August 6, 2009).10
.13

Contract of Employment, dated as of October 1, 2009, among
    Philip Emery, Travelport International Limited and TDS Investor
    (Cayman) L.P. (Incorporated by reference to Exhibit 10.1 to
    the Current Report on
    Form 8-K
    filed by Travelport Limited on October 7, 2009).10
.14

Travelport Americas, LLC Officer Deferred Compensation Plan
    (Incorporated by reference to Exhibit 10.20 to the Annual
    Report on
    Form 10-K
    of Travelport Limited filed on March 12, 2009).10
.15

First Amendment to Travelport Americas, LLC Officer Deferred
    Compensation Plan. G-2




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##### Table of Contents



ExhibitNo.

Description10
.16

Form of TDS Investor (Cayman) L.P. Sixth Amended and Restated
    Agreement of Exempted Limited Partnership (Incorporated by
    reference to Exhibit 10.28 to the Annual Report on
    Form 10-K
    filed by Travelport Limited on March 11, 2008).10
.17

Amendment No. 7, dated as of February 9, 2010, to the
    TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement
    of Exempted Limited Partnership, dated as of December 19,
    2007.10
.18

Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated
    2006 Interest Plan (Incorporated by reference to
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on May 12, 2009).10
.19

Form of 2009 LTIP Equity Award Agreement (Restricted Equity
    Units)  U.S. Senior Leadership Team (Incorporated by
    reference to Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on May 12, 2009).10
.20

Form of 2009 LTIP Equity Award Agreement (Restricted Equity
    Units) for Gordon Wilson (Incorporated by reference to
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on May 12, 2009).10
.21

Amendment 6 to the Worldspan Asset Management Offering
    Agreement, dated as of July 1, 2002, as amended, among
    Worldspan, L.P., Travelport Inc., Galileo International LLC,
    International Business Machines Corporation and IBM Credit LLC
    (Incorporated by reference to Exhibit 10.31 to the Annual
    Report on
    Form 10-K
    filed by Travelport Limited on May 11, 2008).*10
.22

Amendment 7 to the Worldspan Asset Management Offering
    Agreement, dated as of July 1, 2002, as amended, among
    Worldspan, L.P., Travelport Inc., Galileo International LLC,
    International Business Machines Corporation and IBM Credit LLC
    (Incorporated by reference to Exhibit 10.32 to the Annual
    Report on
    Form 10-K
    filed by Travelport Limited on May 11, 2008).*10
.23

Amendment 8 to the Worldspan Asset Management Offering
    Agreement, dated as of July 1, 2002, as amended, among
    Worldspan, L.P., Travelport Inc., Galileo International LLC,
    International Business Machines Corporation and IBM Credit LLC
    (Incorporated by reference to Exhibit 10.33 to the Annual
    Report on
    Form 10-K
    filed by Travelport Limited on May 11, 2008).*10
.24

Amendment 9 to the Worldspan Asset Management Offering
    Agreement, dated as of July 1, 2002, as amended, among
    Worldspan, L.P., Travelport Inc., Galileo International LLC,
    International Business Machines Corporation and IBM Credit LLC
    (Incorporated by reference to Exhibit 10.34 to the Annual
    Report on
    Form 10-K
    filed by Travelport Limited on May 11, 2008).*10
.25

First Amendment to the Separation Agreement, dated as of
    May 5, 2008, between Travelport Limited and Orbitz
    Worldwide, Inc. (Incorporated by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    filed by Travelport Limited on May 7, 2008).10
.26

Second Amendment to the Separation Agreement, dated as of
    January 23, 2009, between Travelport Limited and Orbitz
    Worldwide, Inc. (Incorporated by reference to Exhibit 10.34
    to the Annual Report on
    Form 10-K
    filed by Travelport Limited on March 12, 2009).10
.27

Form of Indemnification Agreement between Travelport Limited and
    its Directors and Officers (Incorporated by reference to
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on August 14, 2008).10
.28

First Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo
    International, L.L.C. (n/k/a Travelport International, L.L.C.)
    and Galileo Nederland B.V. (n/k/a Travelport Global Distribution
    System B.V.) (Incorporated by reference to Exhibit 10.36 to
    the Annual Report on
    Form 10-K
    filed by Travelport Limited on March 12, 2009).*10
.29

Second Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo
    International, L.L.C. (n/k/a Travelport International, L.L.C.)
    and Galileo Nederland B.V. (n/k/a Travelport Global Distribution
    System B.V.) (Incorporated by reference to Exhibit 10.37 to
    the Annual Report on
    Form 10-K
    filed by Travelport Limited on March 12, 2009).10
.30

Third Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo
    International, L.L.C. (n/k/a Travelport International, L.L.C.)
    and Galileo Nederland B.V. (n/k/a Travelport Global Distribution
    System B.V.) (Incorporated by reference to Exhibit 10.38 to
    the Annual Report on
    Form 10-K
    filed by Travelport Limited on March 12, 2009).* G-3




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##### Table of Contents



ExhibitNo.

Description10
.31

Fourth Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo
    International L.L.C. (n/k/a Travelport International L.L.C.) and
    Galileo Nederland B.V. (n/k/a Travelport Global Distribution
    System B.V.) (Incorporated by reference to Exhibit 10.5 to
    the Quarterly Report on
    Form 10-Q
    filed by Travelport Limited on November 13, 2009).10
.32

Fifth Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo
    International L.L.C. (n/k/a Travelport International L.L.C.) and
    Galileo Nederland B.V. (n/k/a Travelport Global Distribution
    System B.V.).10
.33

Amendment No. 1, dated as of June 19, 2009, to the
    Second Amended and Restated Credit Agreement dated as of
    August 23, 2006, as amended and restated on
    January 29, 2007, and as further amended and restated on
    May 23, 2007, among Travelport LLC, Travelport Limited, UBS
    AG, Stamford Branch, as Administrative Agent, Collateral Agent,
    L/C Issuer and Swing Line Lender, the lenders party thereto,
    Credit Suisse Securities (USA) LLC, as Syndication Agent, and
    the other parties thereto (Incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K
    filed by Travelport Limited on June 19, 2009).10
.34

Amendment No. 2, dated as of November 25, 2009, to the
    Second Amended and Restated Credit Agreement, dated as of
    August 23, 2006, as amended and restated on
    January 29, 2007, as further amended and restated on
    May 23, 2007, and as further amended from time to time,
    among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited
    (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS
    AG, Stamford Branch, UBS Loan Finance LLC and other Lenders
    party thereto (Incorporated by reference to Exhibit 10.1 to
    the Current Report on
    Form 8-K
    filed by Travelport Limited on December 1, 2009).10
.35

Employment Agreement between Travelport Holdings (Jersey)
    Limited and Jeff Clarke, dated February 4, 2010.10
.36

Letter of Appointment between Travelport Holdings (Jersey)
    Limited and Jeff Clarke, dated February 4, 2010.10
.37

Service Agreement between Travelport Holdings (Jersey) Limited
    and Gordon Wilson, dated March 15, 2010.10
.38

Service Agreement between Travelport International Limited and
    Gordon Wilson, dated March 15, 2010.10
.39

Letter of Appointment between Travelport Holdings (Jersey)
    Limited and Gordon Wilson, dated March 15, 2010.10
.40

Employment Agreement between Travelport Limited and Kenneth
    Esterow, dated February 4, 2010.10
.41

Employment Agreement between Travelport Holdings (Jersey)
    Limited and Eric J. Bock, dated February 4, 2010.10
.42

Contract of Employment between Travelport Holdings (Jersey)
    Limited and Philip Emery, dated March 17, 2010.10
.43

Contract of Employment between Travelport International Ltd. and
    Philip Emery, dated March 17, 2010.10
.44

Letter of Appointment between Travelport Holdings (Jersey)
    Limited and Philip Emery, dated March 17, 2010.12


Statement re: Computation of Ratio of Earnings to Fixed Charges.21


List of Subsidiaries.31
.1

Certification of Chief Executive Officer Pursuant to
    Rules 13(a)-14(a)
    and 15(d)-14(a) Promulgated Under the Securities Exchange Act of
    1934, as amended.31
.2

Certification of Chief Financial Officer Pursuant to
    Rules 13(a)-14(a)
    and 15(d)-14(a) Promulgated Under the Securities Exchange Act of
    1934, as amended.32


Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.99


Financial Statements and Supplementary Data of Orbitz Worldwide,
    Inc.     *
    
    Portions of this document have been omitted and filed separately
    with the Securities and Exchange Commission pursuant to a
    request for confidential treatment pursuant to
    Rule 24b-2. G-4