##### 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,
    2010Oro

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
    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


3Item 1A

Risk Factors


18Item 1B

Unresolved Staff Comments


36Item 2

Properties


36Item 3

Legal Proceedings


37Item 4

Removed and Reserved


37PART IIItem 5

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


38Item 6

Selected Financial Data


38Item 7

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


42Item 7A

Quantitative and Qualitative Disclosure about
    Market Risks


73Item 8

Financial Statements and Supplementary Data


73Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


74Item 9A

Controls and Procedures


74Item 9B

Other Information


74PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


75Item 11

Executive Compensation


79Item 12

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


90Item 13

Certain Relationships and Related Transactions
    and Director Independence


92Item 14

Principal Accountant Fees and Services


95PART IVItem 15

Exhibits and Financial Statement Schedules


96Signatures


97EX-2.5EX-10.13EX-10.16EX-10.25EX-10.43EX-10.45EX-10.46EX-12EX-21EX-31.1EX-31.2EX-32EX-99   i




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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;
    the impact 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
    on acceptable financial and other terms;
    our ability to develop and deliver products and services that
    are valuable to travel agencies and travel suppliers and
    generate new revenue streams, including our new universal
    desktop product;
    the impact on supplier capacity and inventory resulting from
    consolidation of the airline industry;
    our ability to grow adjacencies, such as our recent acquisition
    of Sprice and our controlling interest in eNett;
    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,
    including the direct connect efforts of American Airlines and
    our litigation with American Airlines related thereto;
    risks associated with doing business in multiple countries and
    in multiple currencies;
    our ability to achieve expected cost savings from our efforts to
    improve operational efficiency;
    maintenance and protection of our information technology and
    intellectual property; and
    financing plans and access to adequate capital on favorable
    terms.    and/or
 1




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Form 10-K, Form 10-K,
   2




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PART I  ITEM 1.
    BUSINESS  Overview
      
    The Global Distribution Systems (GDS) businessconsists of our 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 approximately 800 active travel
    suppliers and approximately 67,000 online and offline travel
    agencies, which in turn serve millions of end consumers
    globally. In 2010, approximately 170 million tickets were
    issued through our GDS business, with approximately six billion
    stored fares normally available at any one time. Our GDS
    business executed an average of 77 million searches and
    processed up to 1.8 billion travel-related messages per day
    in 2010.    
    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 150 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 34,000 hotels worldwide, a
    substantial number of which are independent of major hotel
    chains, and over 69 million hotel rooms on an annual basis.    Company
    History
   3




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and/or
    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
 4




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The GDS
    Business
        Travel Suppliers.
   5




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Americas

Europe

MEA

APACAmerican Airlines

Air France

Egypt Air

Cathay PacificContinental Airlines

Alitalia Airlines

Emirates Airlines

Jet Airways IndiaDelta Air Lines

KLM Royal Dutch Airlines

Qatar Airways

Qantas AirwaysUnited Airlines

Lufthansa Airlines

Saudi Arabian Airlines

Singapore AirlinesUS Airways

TAP Air Portugal

South African Airways

Thai Airways          6




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Travel Agencies.
        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 7




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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 services to 274 airlines and airline ground
    handlers, of which 48 are direct customers and 226 are indirect
    customers that receive our services through an intermediary.
    Direct IT subscription customers include Emirates, KLM, United
    Air Lines, SITA and Turkish Air. Our IT subscription services
    include:  
    Fares and Pricing/e-pricing/Global Fares:  A
    fare-shopping tool that enables airlines to outsource fares and
    pricing functionality to us.
    Electronic Ticketing:  A database and
    interchange that enables airlines to outsource electronic
    ticketing storage, maintenance and exchange to us. We provide
    electronic ticketing services to more than 220 airlines.
    Rapid Reprice:  An automated solution that
    enables airlines to recalculate fares when itineraries change.
    Fare Verified:  A comprehensive pre-ticketing
    fare audit tool that enables airlines to protect against errors
    or fraud caused by reservation and ticketing agents and
    incorrectly priced or reissued tickets.
    Interchange:  A system that provides
    interactive message translation and switching for multiple
    functions, such as
    e-ticketing
    and check-in, between airline partners.  
    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 8




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businesses in the management of our own operations and the
    optimization of our 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 135 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 56
    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. Our business
    intelligence tools include Beacon and Clarity, which analyze
    market specific data for sales planning, network planning,
    revenue management and channel management.  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
    Travelport
    e-Pricing, a
    leading tool which requires a single entry to initiate searches
    across published, negotiated, web and advertised fares and
    returns shopping results in seconds. Travelport
    e-Pricing
    outperforms in finding the lowest fare available and generates
    the greatest average saving. In May 2010, we acquired
    Sprice.com, a metasearch provider with a technology platform
    which will complement and extend our existing GDS channels to
    enable us to distribute more content and expand our existing
    hospitality portfolio.
    Travelport Universal Desktopis 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 delivers 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 also features 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 combines components of a travel itinerary
    irrespective of source, removes the need for duplication by
    travel agencies. Further tools will include traveler profiling,
    supplier preferencing, policy and quality control, agency search
    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 545,000 active traveler profiles and
    processed in excess of 3.7 million segments in 2010.
    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.
 9




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GDS Competitive Landscape.
   10




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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. state-of-the-art
  state-of-the-art,
 11




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The GTA
    Business
  GTA.
         12




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Octopus Travel.
  Travel Suppliers.
  Travel Wholesalers, Travel Agencies and Tour
    Operators.
  GTA Sales and Marketing.
  Technology.
   13




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GTA Competitive Landscape.
    
    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
  Form 8-K
  Financial
    Data of Segments and Geographic Areas
  Form 10-K.
 14




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Intellectual
    Property
    ® ® ® ® ® ® ® ®
    Employees
    Government
    Regulations
      GDS
    Regulations
     15




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GTA
    Regulations
  and/or Package
    Travel Regulations sub-contracts
  Travel
    Agency Regulations
     16




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Privacy
    and Data Protection Regulations
      U.S.-based
      Marketing
    Operation Regulations
  country-by-country
  Internet
    Regulations
   17




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e-commerce
  ITEM 1A.
    RISK
    FACTORS  You should carefully consider the risks described below and
    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 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
  Market
    and Industry Risks
  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
    (SARS);
    natural disasters, such as hurricanes, volcanic activity and
    resulting ash clouds, earthquakes and tsunamis, such as the
    recent disaster in Japan;
    general economic conditions, particularly to the extent that
    adverse conditions may cause a decline in travel volume, such as
    the crisis in the global credit and financial markets,
    diminished liquidity and 18




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credit availability, declines in consumer confidence and
    discretionary income, 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, including the recent carbon emissions reduction
    targets for flights to and from the European Union area by the
    end of 2012;
    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.      The
    travel industry may not recover from the recent global financial
    crisis and recession to the extent anticipated or may not grow
    in line with long-term historical trends following any
    recovery.
   19




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The
    travel industry is highly competitive, and we are subject to
    risks relating to competition that may adversely affect our
    performance.
    GDS
    business
           20




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GTA
    business
        If we
    fail to develop and deliver new innovative products or enhance
    our existing products and services in a timely and
    cost-effective manner in response to rapid technological change
    and market demands, our business will suffer.
    Trends
    in pricing and other terms of agreements among airlines and
    travel agencies have become less favorable to us, and a further
    deterioration may occur in the future which could reduce our
    revenue and margins.
   21




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and/or
    We may
    not be able to protect our technology effectively, which would
    allow competitors to duplicate our products and services and
    could make it more difficult for us to compete with
    them.
   22




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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.
        marked-up
   23




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Our
    business is exposed to customer credit risk, against which we
    may not be able to protect ourselves fully.
      Travel
    suppliers are seeking alternative distribution models, including
    those involving direct access to travelers, which may adversely
    affect our results of operations.
  e-ticketing
   24




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We
    rely on third-party national distribution companies to market
    our GDS services in certain regions.
    day-to-day
  Consolidation
    in the travel industry may result in lost bookings and reduced
    revenue.
     25




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Operational
    Risks
  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.
      We may
    not successfully realize our expected cost
    savings.
   26




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Our
    GDS business relies primarily on a single data center to conduct
    its business.
    We may
    not effectively integrate or realize anticipated benefits from
    future acquisitions.
    System
    interruptions, attacks 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, misappropriate information or perpetrate fraudulent
    activity and other physical or electronic breaches of security;
    the failure of third-party software, systems or services that we
    rely upon to maintain our own operations; and
    natural disasters, wars and acts of terrorism.   27




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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,
      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.
   28




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We are
    exposed to risks associated with online commerce
    security.
         29




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We are
    subject to additional risks as a result of having global
    operations.
    
    delays in the development, availability and use of the Internet
    as a communication, advertising and commerce medium;
    difficulties in staffing and managing operations due to
    distance, time zones, language and cultural differences,
    including issues associated with establishing management systems
    infrastructure;
    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, particularly in the MEA region
    and Asia;
    diminished ability to enforce our contractual rights;
    currency risks; and
    withholding and other taxes on remittances and other payments by
    subsidiaries.  Our
    ability to identify, hire and retain senior management and other
    qualified personnel is critical to our results of operations and
    future growth.
    We are
    controlled by The Blackstone Group L.P., our Sponsor, and this
    may result in conflicts of interest with us or the holders of
    our bonds in the future.
     30




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Financial
    and Taxation Risks
  We
    have recorded and may need to record additional impairment
    charges relating to our businesses.
    We
    have a substantial level of indebtedness which may have an
    adverse impact on us.
      
    requiring a substantial portion of cash flow from operations to
    be dedicated to the payment of principal and interest on our
    indebtedness, therefore reducing our ability to use our cash
    flow to fund our 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 agreement and our senior notes due 2014, are at variable
    rates of interest;
    restricting us from making strategic acquisitions or causing us
    to make non-strategic divestitures; 31




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
    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.  payment-in-kind paid-in-kind
    Our
    debt agreements contain restrictions that may limit our
    flexibility in operating our business.
    
    incur additional indebtedness;
    pay dividends on, repurchase or make distributions in respect of
    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 assets;
    enter into certain transactions with affiliates; and
    designate our subsidiaries as unrestricted subsidiaries. 32




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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 thereof may result in an increase
    in our effective tax rate.
    Fluctuations
    in the exchange rate of the U.S. dollar and other currencies may
    adversely impact our results of operations.
   33




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Risks
    Related 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
    continues to be impaired.
        Orbitz
    Worldwide is an important customer of our
    businesses.
    Legal and
    Regulatory Risks
  Third
    parties may claim that we have infringed their intellectual
    property rights, which could expose us to substantial damages
    and restrict our operations.
   34




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We may
    become involved in legal proceedings and may experience
    unfavorable outcomes.
    Our
    businesses are regulated and any failure to comply with such
    regulations or any changes in such regulations could adversely
    affect us.
  and/or
  and/or
     35




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Headquarters
    and Corporate Offices
      Operations
       36




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Location

Purpose

Leased / OwnedNew York, New York

Corporate Headquarters

LeasedLangley, United Kingdom

GDS Operational Business Global Headquarters

LeasedAtlanta, Georgia

GDS Operational Business U.S. Headquarters

LeasedLondon, United Kingdom

GTA Operational Business Global Headquarters

LeasedAtlanta, Georgia

GDS Data Center

LeasedDenver, Colorado

GDS Product Development Center

LeasedDenver, Colorado

GDS Data Center

OwnedKansas City, Missouri

GDS Product Development Center

Leased   Data
    Centers
      ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    REMOVED
    AND RESERVED 37




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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.
        Form 10-K.
 38




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Statement
    of Operations Data
  PredecessorCompany (Consolidated)






(Combined)July 13, 2006(Formation



January 1,Date)



2006Year Ended


Year Ended


Year Ended


Year Ended


Through



ThroughDecember 31,


December 31,


December 31,


December 31,


December 31,



August 22,(in $ millions)

2010


2009


2008


2007


2006



2006Net revenue


2,290



2,248



2,527



2,780



823




1,693Costs and expensesCost of revenue


1,164



1,090



1,257



1,170



375




714Selling, general and administrative


547



567



649



1,287



344




647Separation and restructuring charges


13



19



27



90



18




92Depreciation and amortization


252



243



263



248



77




123Impairment of goodwill, other intangible assets and other
    long-lived assets






833







1



14




2,364Other (income) expense






(5
)


7



2








(7
)Total costs and expenses


1,976



2,747



2,203



2,798



828




3,933Operating income (loss)


314



(499
)


324



(18
)


(5
)



(2,240
)Interest expense, net


(272
)


(286
)


(342
)


(373
)


(150
)



(39
)Gain on early extinguishment of debt


2



10



29












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


44



(775
)


11



(391
)


(155
)



(2,279
)(Provision) benefit for income taxes


(60
)


68



(43
)


(41
)


(3
)



116Equity in losses of investment in Orbitz Worldwide and other
    investments


(28
)


(162
)


(144
)


(4
)


(1
)



(1
)Loss from continuing
    operations, net of tax


(44
)


(869
)


(176
)


(436
)


(159
)



(2,164
)Loss from discontinued operations, net of tax














(1
)


(2
)



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














(6
)


8




(6
)Net loss


(44
)


(869
)


(176
)


(443
)


(153
)



(2,176
)Net loss (income) attributable to non-controlling interest in
    subsidiaries


1



(2
)


(3
)


3








Net loss attributable to the Company


(43
)


(871
)


(179
)


(440
)


(153
)



(2,176
)  39




---



##### Table of Contents



Balance
    Sheet Data
  December 31,


December 31,


December 31,


December 31,


December 31,(in $ millions)

2010


2009


2008


2007


2006Cash and cash equivalents


242



217



345



309



85All other current assets


557



524



557



714



649Property and equipment, net


521



452



491



532



508Goodwill, trademarks and tradenames, and other intangible
    assets, net


2,738



2,887



3,789



3,984



4,480All other non-current assets


442



266



388



611



416Total assets


4,500



4,346



5,570



6,150



6,138Total current liabilities


1,010



927



923



1,043



1,179Long-term debt


3,796



3,640



3,783



3,751



3,623All other non-current liabilities


366



371



445



466



569Total liabilities


5,172



4,938



5,151



5,260



5,371Total equity


(672
)


(592
)


419



890



767Total liabilities and equity


4,500



4,346



5,570



6,150



6,138   Statement
    of Cash Flows Data
  PredecessorCompany (Consolidated)






(Combined)July 13, 2006(Formation



January 1,Year Ended


Year Ended


Year Ended


Year Ended


Date) Through



2006 ThroughDecember 31,


December 31,


December 31,


December 31,


December 31,



August 22,(in $ millions)

2010


2009


2008


2007


2006



2006Net cash provided by operating activities of continuing
    operations


284



239



124



224








268Net cash (used in) provided by investing activities of
    continuing operations


(241
)


(55
)


(84
)


(1,141
)


(4,310
)



84Net cash (used in) provided by financing activities of
    continuing operations


(22
)


(317
)


6



1,137



4,394




(382
)Effects of changes in exchange rates on cash and cash equivalents


4



5



(10
)


4



2




8Net increase (decrease) in cash and cash equivalents


25



(128
)


36



224



86




(22
)Cash provided by (used in) discontinued operations














2



1




(7
)Net increase (decrease) in cash and cash equivalents


25



(128
)


36



226



87




(29
)  40




---



##### Table of Contents



Other
    Financial Data
  PredecessorCompany (Consolidated)






(Combined)July 13, 2006(FormationDate)



January 1,Year Ended


Year Ended


Year Ended


Year Ended


Through



2006 ThroughDecember


December


December


December


December



August31, 2010


31, 2009


31, 2008


31, 2007


31, 2006



22, 2006Ratio of earnings to fixed
    charges(a)


1.16
x


n/a



1.04
x


n/a



n/a




n/a     (a)
    
    For the purposes of calculating the ratio of earnings to fixed
    charges, earnings represents income 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, 2006
    (Formation Date) to December 31, 2006 and the period from
    January 1, 2006 to August 22, 2006, earnings would
    have been insufficient to cover fixed charges by
    $775 million, $391 million, $155 million and
    $2,279 million, respectively.  Selected
    Quarterly Financial Data  Unaudited
    2010(in $ millions)

First


Second


Third


FourthNet revenue


581



598



582



529Cost of revenue


311



297



291



265Operating income


60



95



104



55Net (loss) income


(21
)


22



24



(69
)   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     (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. 41




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion and analysis of our results of
    operations and the financial condition for each of the years
    ended December 31, 2010, 2009 and 2008, should be read in
    conjunction with the consolidated financial statements and
    related notes reported in accordance with US GAAP and 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 contained in any
    forward-looking statements as a result of factors discussed
    below and elsewhere in this document, particularly under the
    heading Item 1A: Risk Factors and
    Forward-Looking Statements. Unless otherwise noted,
    all amounts are in $ millions.
  Overview
      
    The GDS businessconsists of our 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 approximately
    800 active travel suppliers and approximately 67,000 online and
    offline travel agencies, which in turn serve millions of end
    consumers globally. In 2010, approximately 170 million
    tickets were issued through our GDS business, with approximately
    six billion stored fares normally available at any one
    time. Our GDS business executed an average of 77 million
    searches and processed up to 1.8 billion travel-related
    messages per day in 2010.    
    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 150 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 34,000 hotels worldwide, a
    substantial number of which are independent of major hotel
    chains, and over 69 million hotel rooms on an annual basis.   42




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##### Table of Contents



Key
    Performance Indicators (KPIs)
    Years Ended December 31,(in $ millions, except where indicated)

2010


2009


2008Travelport KPIsNet revenue


2,290



2,248



2,527Operating income (loss)


314



(499
)


324Travelport Adjusted EBITDA


629



632



716GDS KPIsNet revenue


1,996



1,981



2,171GDS Segment EBITDA


560



602



591GDS Segment Adjusted EBITDA


587



628



669Segments (in millions)Americas


172



170



182Europe


84



80



88APAC


55



48



51MEA


38



40



52Total


349



338



373GTA KPIsNet revenue


294



267



356GTA Segment EBITDA


82



(776
)


110GTA Segment Adjusted EBITDA


84



59



110Room nights (in millions)


11.9



10.0



11.4Total Transaction Value (TTV)


1,887



1,594



1,887   Travelport
    KPIs
         43




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##### Table of Contents



Years Ended December 31,(in $ millions)

2010


2009


2008Net loss


(44
)


(869
)


(176
)Equity in losses of investment in Orbitz Worldwide


28



162



144Provision (benefit) for income taxes


60



(68
)


43Depreciation and amortization


252



243



263Interest expense, net


272



286



342EBITDA


568



(246
)


616Adjustments:Disposed
    EBITDA(1)










8Sponsor monitoring fees






7



8Acquisition and corporate transaction
    costs(2)


34



23



69Restructuring
    charges(3)


13



19



27Impairment






833



Equity-based compensation


5



10



5Unrealized losses (gains) on foreign exchange derivatives


3



(6
)


6Other(4)


6



(8
)


(23
)Total adjustments


61



878



100Travelport adjusted EBITDA


629



632



716     (1)
    
    Disposed EBITDA represents the EBITDA of a non-core GDS business
    disposed during the year ended December 31, 2008.(2)
    
    Acquisition and corporate transaction costs represents costs
    related to the integration of Worldspan, costs associated with
    the relocation of Travelports finance and human resource
    functions from the United States to the United Kingdom,
    strategic transaction costs (including the proposed offering of
    securities and other Company-related costs), other costs related
    to non-core GDS businesses and a gain on the sale of
    Travelports Indian service organization. This amount does
    not include items classified as impairment or restructuring
    charges, which are included as separate line items.(3)
    
    Restructuring charges represent the costs recorded during the
    period to enhance our organizational efficiency and to
    consolidate and rationalize existing processes.(4)
    
    Other includes gains on the extinguishment of debt (totaling
    $2 million, $10 million and $29 million for the
    years ended December 31, 2010, 2009 and 2008,
    respectively), amounts relating to purchase accounting impacts,
    including deferred revenue adjustments, recorded at the time of
    the Acquisition (totaling $3 million for each of the years
    ended December 31, 2010, 2009 and 2008, respectively), a
    $6 million write-off of property and equipment for the year
    ended December 31, 2010 and a $5 million gain on the
    sale of assets for the year ended December 31, 2009. 44




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##### Table of Contents



GDS
    KPIs
    Segments:
  Segment Adjusted EBITDA:
    GDSYears Ended December 31,(in $ millions)

2010


2009


2008GDS Segment EBITDA


560



602



591Adjustments:Disposed
    EBITDA(1)










8Acquisition and corporate transaction
    costs(2)


11



17



54Restructuring
    charges(3)


6



6



14Other(4)


10



3



2Total adjustments


27



26



78GDS Segment Adjusted EBITDA


587



628



669     (1)
    
    Disposed EBITDA represents the EBITDA of a non-core GDS business
    disposed during the year ended December 31, 2008.(2)
    
    GDS acquisition and corporate transaction costs represent costs
    related to the integration of Worldspan, costs associated with
    the relocation of our finance and human resource functions from
    the United States to the United Kingdom, strategic transaction
    costs, and certain other costs related to non-core GDS
    businesses. This measure does not include items classified as
    impairment or restructuring charges, which are included as
    separate line items.(3)
    
    Restructuring charges represent the costs recorded during the
    period to enhance our organizational efficiency and to
    consolidate and rationalize existing processes.(4)
    
    Other includes amounts relating to purchase accounting impacts,
    including deferred revenue adjustments, recorded at the time of
    Acquisition (totaling $3 million for each of the years
    ended December 31, 2010, 2009 and 2008, respectively) and a
    $6 million write-off of property and equipment for the year
    ended December 31, 2010.  GTA
    KPIs
    Room Nights:
 45




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##### Table of Contents



TTV:
  Segment Adjusted EBITDA:
    GTAYears Ended December 31,(in $ millions)

2010


2009


2008GTA Segment EBITDA


82



(776
)


110Adjustments:Acquisition and corporate transaction
    costs(1)






(2
)


(4
)Restructuring
    charges(2)


2



4



4Impairment






833



Total adjustments


2



835



GTA Segment Adjusted EBITDA


84



59



110     (1)
    
    GTA acquisition and corporate transaction costs comprise
    non-recurring items, including a gain on the sale of our Indian
    service organization. This measure does not include items
    classified as impairment or restructuring charges, which are
    included as separate line items.(2)
    
    Restructuring charges represent the costs recorded during the
    period to enhance our organizational efficiency and to
    consolidate and rationalize existing processes.  Segments
     46




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##### Table of Contents



GDS
  Net
    Revenue
  GDS Transaction Processing Net Revenue:
      GDS Airline IT Solutions Net Revenue: e-commerce
  Operating
    Expenses
     47




---



##### Table of Contents



GTA
  Net
    Revenue
    Gross
    Revenue
    Operating
    Expenses
      Factors
    Affecting Results of Operations
  Macroeconomic and Travel Industry
    Conditions:
  Our Share of the GDS Industry:
  GDS Air Travel Cancellations:
 48




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##### Table of Contents



Consolidations within the Airline
    Industry:
  Seasonality:
  Foreign Exchange Movements:
  Restructuring:
 49




---



##### Table of Contents



Results
    of Operations
  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
  Reconciling ItemsCorporate and UnallocatedGDS Segment


GTA Segment


Expenses


ConsolidatedYear Ended


Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,


December 31,(in $ millions)

2010


2009


2010


2009


2010


2009


2010


2009Net revenue


1,996



1,981



294



267











2,290



2,248Costs and expensesCost of revenue


1,119



1,049



45



41











1,164



1,090Selling, general and administrative


311



326



165



165



71



76



547



567Restructuring charges


6



6



2



4



5



9



13



19Depreciation and amortization


207



180



42



56



3



7



252



243Impairment of goodwill and other intangible assets














833















833Other income






(2
)














(3
)






(5
)Total costs and expenses, net


1,643



1,559



254



1,099



79



89



1,976



2,747Operating income (loss)


353



422



40



(832
)


(79
)


(89
)


314



(499
)Depreciation and amortization


207



180



42



56Segment EBITDA


560



602



82



(776
)Interest expense, net


























(272
)


(286
)Gain on early extinguishment of debt


























2



10Income (loss) from operations before income taxes and equity
    in losses of investment in Orbitz Worldwide


























44



(775
)(Provision) benefit for income taxes


























(60
)


68Equity in losses of investment in Orbitz Worldwide


























(28
)


(162
)Net loss


























(44
)


(869
)   Consolidated
    Results
   50




---



##### Table of Contents



Year EndedDecember 31,(in $ millions)

2010


2009Corporate administrative expenses


42



55Transaction and integration costs


23



9Equity-based compensation


5



10Sponsor monitoring fees






7Loss (gain) on foreign currency derivatives and other


1



(5
)Total


71



76     Restructuring
    Charges
      Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
    Other
    Income
   51




---



##### Table of Contents



Interest
    Expense, Net
    Gain on
    Early Extinguishment of Debt
    (Provision)
    Benefit for Income Taxes
      Year EndedDecember 31,(in $ millions)

2010


2009Tax (provision) benefit at US Federal statutory rate of 35%


(16
)


271Taxes on non-US operations at alternative rates


(26
)


(53
)Liability for uncertain tax positions


(3
)


(13
)Valuation allowance (provided) released


(16
)


16Non-deductible impairment charges and amortization of intangible
    assets






(175
)Non-deductible costs and expenses


2



(3
)Other


(1
)


25(Provision) benefit for income taxes


(60
)


68   Equity in
    Losses of Investment in Orbitz Worldwide
   52




---



##### Table of Contents



GDS
    Segment
  Net
    Revenue
    Year EndedDecember 31,


Change(in $ millions)

2010


2009


$


%Transaction processing revenue


1,797



1,758



39



2Airline IT solutions revenue


199



223



(24
)


(11
)GDS revenue


1,996



1,981



15



1     Year EndedDecember 31,


Change(in $ millions)

2010


2009


$


%Americas


717



726



(9
)


(1
)Europe


523



505



18



4MEA


257



263



(6
)


(2
)APAC


300



264



36



14Transaction processing revenue


1,797



1,758



39



2       Cost of
    Revenue
    Year EndedDecember 31,


Change(in $ millions)

2010


2009


$


%Commissions


859



771



88



11Telecommunication and technology costs


260



278



(18
)


(6
)GDS cost of revenue


1,119



1,049



70



7    53




---



##### Table of Contents



Selling,
    General and Administrative (SG&A)
    GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
    Selling,
    General and Administrative (SG&A)
   54




---



##### Table of Contents



Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Reconciling ItemsCorporate and UnallocatedGDS 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



105



567



649Restructuring charges


6



14



4



4



9



9



19



27Depreciation and amortization


180



194



56



63



7



6



243



263Impairment of goodwill and other intangible assets










833















833



Other (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
     55




---



##### 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 (gain) loss on foreign currency derivatives


(5
)


9Total


76



105     Restructuring
    Charges
    Depreciation
    and Amortization
    Impairment
    of Goodwill, Intangible Assets and Other Long-lived
    Assets
      Other
    Income (Expense)
    Interest
    Expense, Net
   56




---



##### Table of Contents



Gain on
    Early Extinguishment of Debt
    Benefit
    (Provision) for 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 costs and expenses


(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
)  57




---



##### 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
)GDS cost of revenue


1,049



1,186



(137
)


(12
)     Selling,
    General and Administrative Expenses (SG&A)
   58




---



##### Table of Contents



GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
    Selling,
    General and Administrative Expenses (SG&A)
    Impairment
    of Goodwill and Intangible Assets and Other Long-Lived
    Assets
     59




---



##### Table of Contents



Financial
    Condition, Liquidity and Capital Resources
  Financial
    Condition
  December 31,
    2010 Compared to December 31, 2009
  As of December 31,


Change(in $ millions)

2010


2009


$Current assets


799



741



58Non-current assets


3,701



3,605



96Total assets


4,500



4,346



154Current liabilities


1,010



927



83Non-current liabilities


4,162



4,011



151Total liabilities


5,172



4,938



234Shareholders equity


(684
)


(607
)


(77
)Equity attributable to non-controlling interest in subsidiaries


12



15



(3
)Total liabilities and equity


4,500



4,346



154   Current assets:
  Non-current assets:
  Current liabilities:
  Non-current liabilities:
  Liquidity
    and Capital Resources
   60




---



##### Table of Contents




    reducing or deferring discretionary expenditure;
    selling assets or businesses;
    re-negotiating financial covenants; and
    securing additional sources of finance or investment.       61




---



##### Table of Contents



Year Ended December 31,(in $ millions)

2010


2009


2008Travelport Adjusted EBITDA


629



632



716Less:Interest payments


(232
)


(255
)


(296
)Tax payments


(29
)


(46
)


(34
)Changes in operating working capital


(29
)


(32
)


(134
)FASA liability payments


(18
)


(26
)


(33
)Other non-cash and adjusting items


(37
)


(34
)


(95
)Net cash provided by operating activities


284



239



124Add back interest paid


232



255



296Capital expenditures on property and equipment additions


(182
)


(58
)


(94
)Unlevered free cash flow


334



436



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

2010


2009


2008Cash provided by (used in):Operating activities


284



239



124Investing activities


(241
)


(55
)


(84
)Financing activities


(22
)


(317
)


6Effects of exchange rate changes


4



5



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


25



(128
)


36   Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
    Operating Activities:
  Investing Activities:
 62




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##### Table of Contents



Financing Activities:
  Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    Operating Activities:
  Investing Activities:
  Financing Activities:
 63




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##### Table of Contents



Debt and
    Financing Arrangements
  Senior
    Secured Credit Agreement
             64




---



##### Table of Contents



65




---



##### Table of Contents



Senior
    Notes and Senior Subordinated Notes
  7 8 5 8 5 8
  7 8 7 8
            
    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; 66




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##### Table of Contents




    sell certain assets;
    create liens on certain assets to secure debt;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all their assets;
    enter into certain transactions with affiliates; and
    designate subsidiaries as unrestricted subsidiaries.    Foreign
    Currency and Interest Rate Risk
       67




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##### Table of Contents



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

2011


2012


2013


2014


2015


Thereafter


TotalDebt


18



18



246



801



2,031



700



3,814Interest
    payments(a)


259



257



253



227



146



44



1,186Operating
    leases(b)


20



19



16



13



9



22



99Purchase commitments and
    other(c)


78



46



46



31











201Total


375



340



561



1,072



2,186



766



5,300     (a)
    
    Interest on floating rate debt and euro denominated debt is
    based on the interest rate and foreign exchange rate as of
    December 31, 2010. As of December 31, 2010, we have
    $61 million of accrued interest on our consolidated balance
    sheets that will be paid in 2011. Interest payments exclude the
    effects of
    mark-to-market
    adjustments on related hedging instruments.(b)
    
    Primarily reflects non-cancellable operating leases on
    facilities and data processing equipment.(c)
    
    Purchase commitments and other primarily reflects our agreement
    with a third party for data center services and our obligations
    under pension plans. Our obligations related to defined benefit
    and
    post-retirement
    pension plans are actuarially determined on an annual basis. Our
    expected plan contributions of $12 million to be made
    during 2011 are included above. However, funding projections
    beyond 2011 are not practical to estimate and therefore not
    included.  Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  Purchase Commitments.
  Standard Guarantees/Indemnifications.
 68




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Critical
    Accounting Policies
    Global
    Distribution System Revenue Recognition
     69




---



##### Table of Contents



Accounts
    Receivable
      Business
    Combinations and the Recoverability of Goodwill and Trademarks
    and Tradenames
         70




---



##### Table of Contents



Impairment
    of Definite-Lived Assets
      Valuation
    of Equity Method Investments
    Upfront
    Inducement Payments
    Derivative
    Instruments
   71




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Income
    Taxes
     72




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Page F-1
  Form 10-K Form 10-K Form 10-K Rule S-X
 73




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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   74




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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


49


President, Chief Executive Officer and DirectorGordon A. Wilson


44


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


47


Executive Vice President and Chief Financial OfficerKenneth S. Esterow


46


President and Chief Executive Officer, GTA BusinessEric J. Bock


45


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


46


Executive Vice President, Human ResourcesPaul C. Schorr IV


43


Chairman of the Board of DirectorsMartin J. Brand


36


DirectorWilliam J.G. Griffith


39


DirectorM. Gregory OHara


44


Director*     *
    
    Mr. OHara has resigned from our Board of Directors
    effective as of March 31, 2011.  Jeff Clarke.
  Gordon A. Wilson.
 75




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##### Table of Contents



Philip Emery.
  Kenneth S. Esterow.
  Eric J. Bock.
  Lee K. Golding.
  Paul C. Schorr IV
    (Chip).
 76




---



##### Table of Contents



Martin J. Brand.
  William J.G. Griffith.
  M. Gregory
    OHara.
        Compensation
    Committee Interlocks and Insider Participation
   77




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##### Table of Contents



Board
    Composition
  Committees
    of the Board
    Audit
    Committee
      Compensation
    Committee
    Code of
    Conduct
  www.travelport.com
  Limitations
    of Liability and Indemnification Matters
      Form 10-K,
 78




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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 (generally in the form of
    restricted equity); and
    other limited perquisites and benefits.    Salary.
 79




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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 of our Board of Directors. We paid discretionary
    bonuses to our Named Executive Officers in 2010, as described in
     Summary Compensation Table below, and 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 2010, these bonuses were not paid because of
    our performance as compared to the adjusted EBITDA targets
    established by our Board of Directors for the 2010 fiscal year.
    Bonuses for 2011 will be paid on a semi-annual basis and also
    will be based upon the achievement of adjusted EBITDA targets
    established by our Board of Directors. For 2011, 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. In addition, our Board has
    established an executive supplemental bonus program for certain
    members of our management, including our Named Executive
    Officers, payable in respect of the first quarter of 2011 upon
    the satisfaction of certain conditions by the Company.  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. In
    2010, we awarded restricted equity units to two of our Named
    Executive Officers, Philip Emery and Lee Golding, following
    their promotion to Chief Financial Officer and Executive Vice
    President, Human Resources, respectively, in October 2009.  Pension and Non-Qualified Deferred
    Compensation.
  All Other Compensation.
  Employment
    Agreements
   80




---



##### Table of Contents



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


Incentive Plan


All OtherSalary


Bonus(1)


Awards(2)


Compensation(3)


Compensation(4)


TotalName and Principal Position

Year


($)


($)


($)


($)


($)


($)Jeff Clarke,


2010



1,000,000



190,587



0



0



462,914
(5)


1,653,501President, Chief Executive Officer and


2009



955,769



0



7,024,650



2,115,025



537,359



10,632,803Director


2008



1,000,000



209,688



0



3,375,000



853,648



5,438,336Gordon Wilson,


2010



797,800



93,315



0



0



165,672
(7)


1,056,787Deputy Chief Executive Officer and


2009



636,744



0



3,364,079



781,975



170,342



4,953,140President and Chief Executive Officer, GDS(6)


2008



547,238



85,854



0



820,856



140,199



1,594,147Eric J. Bock,


2010



475,000



138,968



0



0



101,721
(8)


715,688Executive Vice President, Chief


2009



475,000



0



2,145,028



546,206



94,196



3,260,430Administrative Officer and General Counsel


2008



475,000



44,759



0



712,500



385,229



1,617,488Philip Emery,Executive Vice President and Chief Financial


2010



454,746



22,860



1,015,844



0



114,706
(9)


1,608,156Officer(6)


2009



374,189



0



1,345,633



336,297



96,874



2,152,993Lee Golding,Executive Vice President, Human Resources(6)


2010



335,076



74,039



351,529



0



70,246
(10)


830,891     (1)
    
    Amounts included in this column reflect special payments to
    management in April 2010 and May 2008, as well as a special
    bonus paid to Mr. Bock in January 2010 and an installment
    of a cash long-term incentive program award paid to
    Ms. Golding in March 2010. 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.(2)
    
    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) granted in the relevant year. Related fair
    values consider the right to receive dividends in respect of
    such equity awards, and, accordingly, dividends paid are not
    separately reported in this table. Assumptions used in the
    calculation of these amounts are included in footnote 18,
    Equity-Based Compensation, to the financial
    statements included in this
    Form 10-K.(3)
    
    Amounts included in this column include amounts paid as annual
    incentive compensation under our performance-based bonus plans.(4)
    
    As detailed in footnote 2 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.(5)
    
    Includes company matching 401(k) contributions of $14,700, bonus
    deferred compensation match of $11,435, base compensation
    deferred compensation match of $47,492, housing allowance and
    related benefits of $153,928, tax assistance on such housing
    allowance benefits of $136,519, financial planning     81




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##### Table of Contents



benefits of $17,000, tax assistance on such financial planning
    benefits of $15,369, payment of employee FICA on vesting of
    Restricted Equity Units of $34,910 and tax assistance on such
    FICA of $31,560.(6)
    
    All amounts expressed for Messrs. Wilson and Emery and
    Ms. Golding (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.1.5659 U.S. dollars to 1 British pound as of
    December 31, 2010,1.6145 U.S. dollars to 1 British
    pound as of December 31, 2009, and 1.4593 U.S. dollars to 1
    British pound as of December 31, 2008.(7)
    
    Includes company matching pension contributions of $117,443,
    travel allowance of $7,830, car allowance benefits of $36,016
    and financial planning benefits of $4,385.(8)
    
    Includes company matching 401(k) contributions of $14,700, bonus
    deferred compensation match of $2,338, base compensation
    deferred compensation match of $14,896, car allowance benefits
    of $16,117, financial planning benefits of $12,610, tax
    assistance on such car allowance and financial planning benefits
    of $21,238, payment of employee FICA on vesting of Restricted
    Equity Units of $10,660 and tax assistance on such FICA of
    $9,162.(9)
    
    Includes company matching pension contributions of $66,942,
    travel allowance of $7,830, car allowance benefits of $23,958,
    financial planning benefits of $783 and commuting benefits of
    $15,193.(10)
    
    Includes company matching pension contributions of $32,884,
    travel allowance of $7,830, car allowance benefits of $27,341
    and financial planning benefits of $2,192.  Grants of
    Plan-Based Awards During 2010
  All OtherStock

GrantAwards:

DateEstimated Potential Payouts


Estimated Future Payouts

Number

Fair ValueUnder Non-Equity Incentive


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



$
0


$
1,500,000


$
5,250,000Gordon Wilson,

Non-Equity Incentive Plan



$
0


$
782,950


$
1,565,900Deputy Chief Executive Officer
    and President and Chief Executive Officer, GDSEric J. Bock,

Non-Equity Incentive Plan



$
0


$
475,000


$
950,000Executive Vice President,
    Chief Administrative Officer and General CounselPhilip Emery,

Non-Equity Incentive Plan



$
0


$
334,711


$
669,422Executive Vice President andChief Financial Officer

2010 LTIP REUs

8/18/2010













302,728

606,364

909,092



$1,015,844Lee Golding

Non-Equity Incentive Plan



$
0


$
246,629


$
493,259Executive Vice President,Human Resources

2010 LTIP REUs

8/18/2010













104,758

209,830

314,588



351,529     (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 August 18, 2010. FASB ASC 718, however, only
    allows for expensing of units for which performance vesting
    criteria have been established.  Employment
    Agreements
   82




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##### Table of Contents



Jeff
    Clarke, President and Chief Executive Officer
  Compensation, Term.
  Gordon
    Wilson, Deputy Chief Executive Officer and President and Chief
    Executive Officer, GDS
  Compensation, Term.
  Eric J.
    Bock, Executive Vice President, Chief Administrative Officer and
    General Counsel
  Compensation, Term.
  Philip
    Emery (Executive Vice President and Chief Financial Officer) and
    Lee Golding (Executive Vice President, Human
    Resources)
  Compensation, Term.
  Restrictive
    Covenants
  and/or
 83




---



##### Table of Contents



sub-licensable
  Our
    Equity Incentive Plan
  and/or Class A-2 Class A-2
  and/or catch-up
 84




---



##### Table of Contents



Outstanding
    Equity Awards at 2010 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 (#)


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

2009 LTIP REUs


n/a



n/a



5,767,607


$
7,555,565Gordon Wilson,
    Deputy Chief Executive Officer and President and Chief Executive
    Officer, GDS

2009 LTIP REUs


n/a



n/a



2,762,086


$
3,618,333Eric J. Bock,
    Executive Vice President, Chief Administrative Officer and
    General Counsel

2009 LTIP REUs


n/a



n/a



1,761,181


$
2,307,147Philip Emery,
    Executive Vice President and

2009 LTIP REUs


n/a



n/a



1,104,836


$
1,447,335Chief Financial Officer

2010 LTIP REUs


n/a



n/a



909,092


$
1,190,911Lee Golding,
    Executive Vice President,

2009 LTIP REUs


n/a



n/a



859,317


$
1,125,705Human Resources

2010 LTIP REUs


n/a



n/a



314,588


$
412,110     (1)
    
    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, 2010.  Option
    Exercises and Stock Vested in 2010
  Number of Restricted EquityUnits Becoming Vested


Value Realized onDuring the Year(1)


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


1,626,761


$
2,407,606Gordon Wilson,
    Deputy Chief Executive Officer and President and Chief Executive
    Officer, GDS


779,050


$
1,152,994Eric J. Bock,
    Executive Vice President, Chief Administrative Officer and
    General Counsel


496,743


$
735,180Philip Emery,
    Executive Vice President and Chief Financial Officer


311,620


$
461,198Lee Golding,
    Executive Vice President, Human Resources


242,371


$
358,709     (1)
    
    As noted above, the REUs granted pursuant to the 2010 LTIP did
    not vest in 2010 as the first tranche will be eligible for
    vesting on August 1, 2011 based on Company performance in
    2010.  Pension
    Benefits in 2010
   85




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##### Table of Contents



Nonqualified
    Deferred Compensation in 2010
    i.e.
  Beginning














AggregateBalance at


Executive


Registrant


Aggregate


Aggregate


BalancePrior FYE


Contributions


Contributions


Earnings


Withdrawals/


at Last FYE(12/31/2009)


in Last FY


in Last FY


in Last FY


Distributions


(12/31/2010)Name

($)


($)


($)


($)


($)


($)Jeff Clarke,


2,895,504



371,218



140,829



176,721



1,541,356



2,042,916President, Chief Executive Officer and DirectorGordon Wilson,






















Deputy Chief Executive Officer and President and Chief Executive
    Officer, GDS(a)Eric J. Bock,


192,185



35,757



35,757



45,057



0



308,756Executive Vice President, Chief Administrative Officer and
    General CounselPhilip Emery,






















Executive Vice President and Chief Financial Officer(a)Lee Golding,






















Executive Vice President, Human Resources(a)     (a)
    
    Messrs. Wilson and Emery and Ms. Golding 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. 86




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##### Table of Contents



Potential
    Payments Upon Termination of Employment or Change in
    Control
    AccelerationandContinuationContinuation


ofof Certain


EquityCash


Benefits


(Unamortized





TotalSeverance


(Present


Expense as of


Excise Tax


TerminationCurrent

Payment($)


value)($)


12/31/2010($)


Gross-up($)


Benefits($)Jeff Clarke

Voluntary retirement


0



0



0



0



0

Involuntary termination


7,475,000



179,226



4,038,110



0



11,692,337

Change in Control (CIC)


0



0



5,039,562



0



5,039,562

Involuntary or good reason termination after CIC


7,475,000



179,226



0



0



7,654,226Gordon Wilson

Voluntary retirement


0



0



0







0

Involuntary termination


3,131,800



0



1,933,836







5,065,636

Change in Control (CIC)


0



0



2,413,427







2,413,427

Involuntary or good reason termination after CIC


3,131,800



0



0







3,131,800Eric J. Bock

Voluntary retirement


0



0



0







0

Involuntary termination


2,850,000



287,176



1,233,066







4,370,242

Change in Control (CIC)


0



0



1,538,867







1,538,867

Involuntary or good reason termination after CIC


2,850,000



287,176



0







3,137,176Philip Emery

Voluntary retirement


0



0



0







0

Involuntary termination


780,993



0



1,155,868







1,936,861

Change in Control (CIC)


0



0



1,763,284







1,763,284

Involuntary or good reason termination after CIC


1,896,696



0



0







1,896,696Lee Golding

Voluntary retirement


0



0



0







0

Involuntary termination


575,468



0



733,943







1,309,411

Change in Control (CIC)


0



0



1,026,959







1,026,959

Involuntary or good reason termination after CIC


1,397,566



0



0







1,397,566   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.
 87




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##### Table of Contents



Death and Disability.
  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 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;
    Convictionwhich 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, 88




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##### Table of Contents



New York or Chicago, Illinois; for Mr. Bock only, more than
    50 miles from Parsippany, New Jersey or New York, New
    York); 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) and three
    (Mr. Bock) times the sum of his base salary and target
    annual bonus plus a pro-rata bonus for 2010. For
    Mr. Wilson, this represents two times the sum of his base
    salary and target annual bonus. For Mr. Emery and
    Ms. Golding, this represents 12 months of salary plus
    pro-rata target bonus for 2010, 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 2010. The
    Company is also required to give both Messrs. Wilson and
    Emery and Ms. Golding 12 months of notice or pay in
    lieu of notice. In the case of Messrs. Clarke, Bock and
    Emery, as well as Ms. Golding, they 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, three years for Messrs. Clarke and Bock of
    continued health and welfare benefits (at active employee rates)
    and financial planning benefits and a lump sum in lieu of life
    insurance and executive car program (the latter for
    Mr. Bock only), 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.  Upon termination without cause, as the
    result of a constructive termination, death or disability,
    unvested REUs granted to our Named Executive Officers under the
    2009 LTIP and 2010 LTIP are converted into a time-based award,
    and the Named Executive Officer receives vesting of unvested
    REUs at target based upon pro-rata time served in year of
    termination plus an additional 18 months divided by number
    of months remaining in the four year performance period starting
    with the year of termination. As a result, a termination on
    December 31, 2010 results in vesting of
    30/36ths

    of the 2010 through 2012 tranches of the 2009 LTIP REUs at
    target (66.7%) and vesting of
    23/48ths

    of the 2010 through 2013 tranches of the 2010 LTIP REUs at
    target (67%).
    Payments Upon Change in Control Alone.  The
    change in control provisions in the current employment
    agreements for our 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 and, if such change in control occurs following a
    qualified public offering, 2010 LTIP REUs, is employed by the
    Company, unvested REUs under the 2009 LTIP and 2010 LTIP will
    vest at target (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, 2010
    results in vesting of 66.7% of the unvested REUs granted to our
    Named Executive Officers pursuant to the 2009 LTIP and 67% of
    the unvested REUs granted to our Named Executive Officers
    pursuant to the 2010 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. 89




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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

PercentA-1

Blackstone
    Funds(1)


818,706,823



70.26
%A-1

TCV
    Funds(2)


132,049,488



11.33
%A-1

OEP TP
    Ltd.(3)


132,049,487



11.33
%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

Lee
    Golding(4)


1,314,006




*A-1

Paul C. Schorr
    IV(5)


818,706,823



70.26
%A-1

Martin
    Brand(6)


818,706,823



70.26
%A-1

William J.G.
    Griffith(7)


132,049,488



11.33
%A

All directors and executive officers as a group
    (10 persons)(8)


34,717,981



2.98
%     *
    
    Beneficial owner holds less than 1% of Class A Units.  (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., 90




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##### Table of Contents



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 5, 2011, 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)
    
    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. 91




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Transaction and Monitoring Fee Agreement.
        out-of-pocket
  out-of-pocket
 92




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##### Table of Contents



Investment and Cooperation Agreement.
  Shareholders Agreement.
  Blackstone Financial Advisory Letter
    Agreement. out-of-pocket
  Transaction Fee Agreement. out-of-pocket
  Sale of Travelport India Service
    Organization.
  Bond Repurchases.
  Orbitz Worldwide.
 93




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##### Table of Contents



Loan to Parent.
  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;
    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.
 94




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##### Table of Contents



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.
         95




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##### 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
 96




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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 31, 2011/s/  Philip
    Emery(Philip
    Emery)

Executive Vice President and Chief Financial Officer

March 31, 2011/s/  Paul
    C. Schorr IV(Paul
    C. Schorr IV)

Chairman of the Board and Director

March 31, 2011/s/  Martin
    Brand(Martin
    Brand)

Director

March 31, 2011/s/  William
    J.G. Griffith(William
    J.G. Griffith)

Director

March 31, 2011  97




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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, 2010, 2009 and 2008


F-3Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-5Consolidated Statements of Changes in Total
    Equity for the years ended December 31, 2010, 2009 and
    2008


F-7Notes to the 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
         /s/ DELOITTE LLP
  London, United Kingdom
 March 31, 2011
  F-2




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##### Table of Contents



TRAVELPORT
    LIMITED
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Year Ended


Year Ended


Year Ended(in $ millions)

December 31, 2010


December 31, 2009


December 31, 2008Net revenue


2,290



2,248



2,527Costs and expensesCost of revenue


1,164



1,090



1,257Selling, general and administrative


547



567



649Restructuring charges


13



19



27Depreciation and amortization


252



243



263Impairment of goodwill and other intangible assets






833



Other (income) expense






(5
)


7Total costs and expenses


1,976



2,747



2,203Operating income (loss)


314



(499
)


324Interest expense, net


(272
)


(286
)


(342
)Gain on early extinguishment of debt


2



10



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


44



(775
)


11(Provision) benefit for income taxes


(60
)


68



(43
)Equity in losses of investment in Orbitz Worldwide


(28
)


(162
)


(144
)Net loss


(44
)


(869
)


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


1



(2
)


(3
)Net loss attributable to the Company


(43
)


(871
)


(179
)    F-3




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##### Table of Contents



TRAVELPORT
    LIMITED
  CONSOLIDATED BALANCE SHEETS
  (in $ millions)

December 31, 2010


December 31, 2009AssetsCurrent assets:Cash and cash equivalents


242



217Accounts receivable (net of allowances for doubtful accounts of
    $35 and $59)


348



346Deferred income taxes


5



22Other current assets


204



156Total current assets


799



741Property and equipment, net


521



452Goodwill


1,277



1,285Trademarks and tradenames


413



419Other intangible assets, net


1,048



1,183Investment in Orbitz Worldwide


91



60Non-current deferred income taxes


5



2Other non-current assets


346



204Total assets


4,500



4,346Liabilities and equityCurrent liabilities:Accounts payable


183



139Accrued expenses and other current liabilities


809



765Current portion of long-term debt


18



23Total current liabilities


1,010



927Long-term debt


3,796



3,640Deferred income taxes


133



143Other non-current liabilities


233



228Total liabilities


5,172



4,938Commitments and contingencies (Note 16)Shareholders equity:Common shares $1.00 par value; 12,000 shares
    authorized; 12,000 shares issued and outstanding






Additional paid in capital


1,011



1,006Accumulated deficit


(1,686
)


(1,643
)Accumulated other comprehensive (loss) income


(9
)


30Total shareholders equity


(684
)


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


12



15Total equity


(672
)


(592
)Total liabilities and equity


4,500



4,346    F-4




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TRAVELPORT
    LIMITED
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
   Year Ended


Year Ended


Year Ended(in $ millions)

December 31, 2010


December 31, 2009


December 31, 2008Operating activitiesNet loss


(44
)


(869
)


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


252



243



263Impairment of goodwill and other intangible assets






833



(Gain) loss on sale of assets






(5
)


7Provision for bad debts


2



15



9Equity-based compensation


5



10



1Gain on early extinguishment of debt


(2
)


(10
)


(29
)Amortization of debt finance costs and debt discount


23



16



20(Gain) loss on interest rate derivative instruments


(6
)


6



28(Gain) loss on foreign exchange derivative instruments


(3
)


(13
)


9Equity in losses of investment in Orbitz Worldwide


28



162



144FASA liability


(18
)


(26
)


(33
)Deferred income taxes


11



(118
)


(12
)Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable


(6
)


31



4Other current assets


(12
)


(4
)


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


68



(20
)


(103
)Other


(14
)


(12
)


2Net cash provided by operating activities


284



239



124Investing activitiesProperty and equipment additions


(182
)


(58
)


(94
)Investment in Orbitz Worldwide


(50
)






Businesses acquired


(16
)


(2
)


4Loan to parent company


(9
)






Loan repaid by parent company


9







Proceeds from sale of assets


2



5



3Other


5







3Net cash used in investing activities


(241
)


(55
)


(84
)  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, 2010


December 31, 2009


December 31, 2008Financing activitiesPrincipal repayments


(318
)


(307
)


(169
)Proceeds from new borrowings


517



144



259Cash provided as collateral


(137
)






Payments on settlement of derivative contracts


(77
)






Proceeds on settlement of derivative contracts


16



87



Net share settlement for equity-based compensation






(7
)


(24
)Debt finance costs


(20
)


(3
)


Distribution to a parent company






(227
)


(60
)Other


(3
)


(4
)


Net cash (used in) provided by financing activities


(22
)


(317
)


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


4



5



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


25



(128
)


36Cash and cash equivalents at beginning of year


217



345



309Cash and cash equivalents at end of year


242



217



345Supplemental disclosure of cash flow informationInterest payments


232



255



296Income tax payments, net


29



46



34    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, 2008






1,317



(594
)


163



4



890Distribution to a parent company






(60
)














(60
)Net share settlement for equity-based compensation






(32
)














(32
)Comprehensive income (loss):Net (loss) income










(179
)






3



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














(88
)






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














3







3Unrealized loss on equity investment and other, net of tax of $0














(11
)






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














(14
)






(14
)Unrecognized actuarial loss on defined benefit plans, net of tax
    of $0














(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















8Businesses acquired










1







7



8Dividend to non-controlling interest shareholders


















(1
)


(1
)Comprehensive income (loss):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
)Capital contribution from non-controlling interest shareholders


















1



1Equity-based compensation






5















5Dividend to non-controlling interest shareholders


















(3
)


(3
)Comprehensive income (loss):Net loss










(43
)






(1
)


(44
)Currency translation adjustment, net of tax of $0














(35
)






(35
)Unrealized gain on cash flow hedges, net of tax of $0














9







9Unrecognized actuarial loss on defined benefit plans, net of tax
    of $0














(22
)






(22
)Unrealized gain on equity investment in Orbitz Worldwide, net of
    tax of $0














9







9Total comprehensive loss






















(83
)Balance as of December 31, 2010






1,011



(1,686
)


(9
)


12



(672
)    F-7




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##### Table of Contents



TRAVELPORT
    LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS(in $ millions)
   1.
    Basis of
    Presentation      Business
    Description
    
    The GDS businessconsists of 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 itinerary
    and pricing options across multiple travel suppliers.
    Travelports GDS business operates three systems, Galileo,
    Apollo and Worldspan, providing travel agencies with booking
    technology and access to supplier inventory that Travelport
    aggregates from airlines, hotels, car rental companies, rail
    networks, cruise and tour operators, and destination service
    providers. Within Travelports GDS business,
    Travelports Airline IT Solutions business provides hosting
    solutions and a number of IT services to airlines to enable them
    to focus on their core business competencies.
    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.   2.
    Summary
    of Significant Accounting Policies  Consolidation
    Policy
    Revenue
    Recognition
   F-8




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   2.
    Summary
    of Significant Accounting Policies (Continued)    Use of
    Estimates
      Recently
    Issued Accounting Pronouncements
  Disclosure
    of Supplementary Pro-Forma Information for Business
    Combinations
    Goodwill
    Impairment Testing
    Disclosure
    about the Credit Quality of Financing Receivables and the
    Allowance for Credit Losses
   F-14




---



##### Table of Contents



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




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  3.
    Orbitz
    Worldwide        December 31,


December 31,(in $ millions)

2010


2009Current assets


188



170Non-current assets


1,029



1,124Total assets


1,217



1,294Current liabilities


423



419Non-current liabilities


604



745Total liabilities


1,027



1,164       Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Net revenue


757



738



870Operating expenses


688



679



811Impairment of goodwill, intangibles and long-lived assets


81



332



297Operating loss


(12
)


(273
)


(238
)Interest expense, net


(44
)


(57
)


(63
)Gain on extinguishment of debt






2



Loss before income taxes


(56
)


(328
)


(301
)Income tax (provision) benefit


(2
)


(9
)


2Net loss


(58
)


(337
)


(299
)    F-16




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   3.
    Orbitz
    Worldwide (Continued)            4.
    Impairment
    of Long-Lived Assets     F-17




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   4.
    Impairment
    of Long-Lived Assets (Continued)         F-18




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  5.
    Intangible
    Assets    January 1,








December 31,(in $ millions)

2010


Additions


Foreign Exchange


2010Non-Amortizable
    Assets:GoodwillGDS


979



6



1



986GTA


306



5



(20
)


2911,285



11



(19
)


1,277Trademarks and tradenames


419







(6
)


413Amortizable Intangible Assets:Customer relationships


1,564



4



(28
)


1,540Vendor relationships and other


51



1



(3
)


491,615



5



(31
)


1,589Accumulated amortization


(432
)


(118
)


9



(541
)Amortizable intangible assets, net


1,183



(113
)


(22
)


1,048        F-19




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   5.
    Intangible
    Assets (Continued)    January 1,





Impairment


Foreign


December 31,(in $ millions)

2009


Additions


Charge


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



1,615Accumulated amortization


(294
)


(132
)






(6
)


(432
)Amortizable intangible assets, net


1,552



(131
)


(255
)


17



1,183       Adjustments toIntangiblesJanuary 1,





Acquired in


Foreign


December 31,(in $ millions)

2008


Additions


Prior 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
)


1,846Accumulated amortization


(161
)


(141
)






8



(294
)Amortizable intangible assets, net


1,717



(141
)






(24
)


1,552    F-20




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   5.
    Intangible
    Assets (Continued)    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Customer relationships


116



130



138Vendor relationships and other


2



2



3Total*


118



132



141     *
    
    Included as a component of depreciation and amortization in the
    Companys consolidated statements of operations.      6.
    Restructuring
    Charges        Personnel


Facility(in $ millions)

Related


Related


Other


TotalBalance as of January 1, 2008


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



82007 restructuring plan charges incurred in 2010


3



4







72010 restructuring plan charges incurred in 2010


6











6Cash payments made in 2010


(7
)


(5
)






(12
)Balance as of December 31, 2010


8







1



9  F-21




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   6.
    Restructuring
    Charges (Continued)        7.
    Income
    Taxes    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008CurrentUS State






(3
)


(3
)Non-US


(46
)


(33
)


(40
)(46
)


(36
)


(43
)DeferredUS Federal


(19
)


13



(3
)US State










(1
)Non-US


8



105



16(11
)


118



12Non-currentLiabilities for uncertain tax positions


(3
)


(14
)


(12
)(Provision) benefit for income taxes


(60
)


68



(43
)     Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008US


6



36



52Non-US


38



(811
)


(41
)Income (loss) from continuing operations before income taxes and
    equity in losses of investment in Orbitz Worldwide


44



(775
)


11  F-22




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   7.
    Income
    Taxes (Continued)    December 31,


December 31,(in $ millions)

2010


2009Deferred tax assets:Accrued liabilities and deferred income


49



59Accrued interest






56Allowance for doubtful accounts


7



9Net operating loss carry forwards and tax credit carry forwards


105



20Accumulated other comprehensive income


25



22Other assets


6



6Less: Valuation allowance


(182
)


(148
)Total deferred tax assets


10



24Deferred tax liabilitiesDepreciation and amortization


(131
)


(142
)Other


(2
)


(1
)Total deferred tax liabilities


(133
)


(143
)Net deferred tax liability


(123
)


(119
)          F-23




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   7.
    Income
    Taxes (Continued)    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in %)

2010


2009


2008US Federal statutory rate


35.0



35.0



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


0.8



(0.4
)


30.8Taxes on non-US operations at alternative rates


54.0



(6.8
)


283.7Tax benefit resulting from non-US rate change


2.3







5.7Tax benefit arising from US state rate change










4.8Liability for uncertain tax positions


7.5



(1.6
)


108.5Non-deductible compensation






(0.4
)


(84.4
)Non-deductible interest










5.1Non-deductible impairment and amortization






(22.6
)


31.2Capitalized consulting costs










(76.2
)Change in valuation allowance


20.7



5.1



35.5Other non-deductible items


16.1



(0.9
)


11.1Other






1.4



0.1136.4



8.8



390.9      F-24




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   7.
    Income
    Taxes (Continued)          December 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Unrecognized tax benefit  opening balance


64



50



53Gross increases  tax positions in prior periods


3



9



5Gross decreases  tax positions in prior periods


(1
)


(6
)


(11
)Gross increases  tax positions in current period


1



8



13Settlements


(2
)


(1
)


(2
)Increases due to currency translation adjustments






4



(8
)Unrecognized tax benefit  ending balance


65



64



50    F-25




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  8.
    Other
    Current Assets    December 31,


December 31,(in $ millions)

2010


2009Upfront inducement payments and supplier deposits


86



70Sales and use tax receivables


46



48Prepaid expenses


18



20Assets held for sale


16



2Derivative assets


15



1Deferred costs






10Other


23



5204



156       9.
    Property
    and Equipment, Net   December 31, 2010


December 31, 2009Accumulated








Accumulated(in $ millions)

Cost


depreciation


Net


Cost


depreciation


NetLand














4







4Capitalized software


611



(283
)


328



455



(182
)


273Furniture, fixtures and equipment


244



(143
)


101



230



(129
)


101Building and leasehold improvements


24



(11
)


13



48



(20
)


28Construction in progress


79







79



46







46958



(437
)


521



783



(331
)


452            F-26




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##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  10.
    Other
    Non-Current Assets    December 31,


December 31,(in $ millions)

2010


2009Restricted cash


137



5Development advances


116



87Deferred financing costs


37



42Pension assets


17



14Derivative assets


5



18Avis Budget tax receivable






7Other


34



31346



204   11.
    Accrued
    Expenses and Other Current Liabilities    December 31,


December 31,(in $ millions)

2010


2009Accrued commissions and incentives


255



197Accrued travel supplier payments, deferred revenue and customer
    advances


217



206Accrued interest expense


61



41Accrued sales and use tax


59



75Accrued payroll and related


44



63Accrued sponsor monitoring fees


42



49Derivative contracts


35



43Other


96



91809



765  F-27




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  12.
    Long-Term
    Debt    December 31,


December 31,(in $ millions)

Maturity

2010


2009Senior Secured Credit AgreementTerm loan facilityDollar denominated

August 2013


172



1,846Euro denominated

August 2013


59



501Dollar denominated

August 2015


1,520



Euro denominated

August 2015


410



Tranche S

August 2015


137



Senior notesDollar denominated floating rate notes

September 2014


123



143Euro denominated floating rate notes

September 2014


217



23297/8%

    Dollar denominated notes

September 2014


443



4439% Dollar denominated notes

March 2016


250



Senior subordinated notes117/8%

    Dollar denominated notes

September 2016


247



247107/8%

    Euro denominated notes

September 2016


187



201Capital leases and other




49



50Total debt




3,814



3,663Less: current portion




18



23Long-term debt




3,796



3,640   Senior
    Secured Credit Agreement
  2010
     F-28




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   12.
    Long-Term
    Debt (Continued)          2009
         F-29




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   12.
    Long-Term
    Debt (Continued)  Senior
    Notes and Senior Subordinated Notes
  5 8 5 8
    2010
        2009
    2008
   F-30




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   12.
    Long-Term
    Debt (Continued)  Capital
    Leases
    Debt
    Maturities
    (in $ millions)2011


182012


182013


2462014


8012015


2,031Thereafter


7003,814   Debt
    Issuance Costs
    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Deferred financing costs at beginning of year


42



55



75Payment of debt finance costs


12



3



Amortization


(17
)


(16
)


(20
)Deferred financing costs at end of year


37



42



55     Debt
    Covenants and Guarantees
   F-31




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   12.
    Long-Term
    Debt (Continued)        13.
    Other
    Non-Current Liabilities    December 31,


December 31,(in $ millions)

2010


2009Pension liabilities


121



106Income tax payable


63



62Derivative liabilities


6



13FASA liability


5



18Other


38



29233



228   14.
    Financial
    Instruments        Interest
    Rate Risk
   F-32




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Financial
    Instruments (Continued)      Foreign
    Currency Risk
        Credit
    Risk and Exposure
    Fair
    Value Disclosures for Derivative Instruments
   F-33




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Financial
    Instruments (Continued)  and/or
      Fair Value Asset




Fair Value Asset(Liability)




(Liability)Balance Sheet

December 31,


December 31,


Balance Sheet

December 31,


December 31,(in $ millions)

Location

2010


2009


Location

2010


2009Derivatives designated as hedging instruments:Interest rate swaps











Accrued expenses and other current liabilities






(8
)Interest rate swaps

Other non-current assets






(5
)

Other non-current liabilities






(3
)Foreign currency impact of cross currency swaps

Other non-current assets






23Foreign currency forward contacts











Accrued expenses and other current liabilities






(4
)



18









(15
)Derivatives not designated as hedging instruments:Interest rate swaps

Other current assets


(3
)





Accrued expenses and other current liabilities


(32
)


(25
)Interest rate swaps











Other non-current liabilities


(4
)


(10
)Foreign currency impact of cross currency swaps

Other current assets


8



Foreign currency forward contracts

Other current assets


10



1


Accrued expenses and other current liabilities


(3
)


(6
)Foreign currency forward contracts

Other non-current assets


5






Other non-current liabilities


(2
)


20



1





(41
)


(41
)Total fair value of derivative assets (liabilities)




20



19





(41
)


(56
)       F-34




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   14.
    Financial
    Instruments (Continued)  Amount of Gain (Loss) Recognizedin Other



Amount of Gain (Loss)Comprehensive



RecordedIncome (Loss)



into Income (Loss)Year Ended


Year Ended



Year Ended


Year EndedDecember 31,


December 31,

Location of Gain (Loss)

December 31,


December 31,(in $ millions)

2010


2009

Recorded in Income (Loss)

2010


2009Derivatives designated as hedging instruments:Interest rate swaps


(4
)

9

Interest expense, net


(10
)


(13
)Foreign exchange impact of cross currency swaps


(15
)

26

Selling, general and administrative


(15
)


26Foreign exchange forward contracts


(9
)

(4)

Selling, general and administrative


(12
)


Derivatives not designated as hedging instruments:Interest rate swaps







Interest expense, net


(22
)


(30
)Foreign exchange forward contracts







Selling, general and administrative


(50
)


9(109
)


(8
)         15.
    Fair
    values of financial instruments and non-financial
    assets  Fair
    Value of Financial Instruments
   F-35




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   15.
    Fair
    values of financial instruments and non-financial assets
    (Continued)    December 31, 2010


December 31, 2009Carrying





Carrying(in $ millions)

Amount


Fair Value


Amount


Fair ValueAsset (liability)Investment in Orbitz Worldwide


91



273



60



292Derivative assets (see above)


20



20



19



19Derivative liabilities (see above)


(41
)


(41
)


(56
)


(56
)Total debt


(3,814
)


(3,644
)


(3,663
)


(3,526
)       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
)        F-36




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  16.
    Commitments
    and Contingencies  Commitments
  Leases
    (in $ millions)2011


202012


192013


162014


132015


9Thereafter


2299       Purchase
    Commitments
    Contingencies
  Company
    Litigation
  and/or
   F-37




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   16.
    Commitments
    and Contingencies (Continued)  Standard
    Guarantees/Indemnifications
    17.
    Equity  Description
    of Capital Stock
  winding-up
  and/or
    Distributions
    to Parent
    Accumulated
    Other Comprehensive Income (Loss)
   F-38




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   17.
    Equity
    (Continued)    UnrecognizedUnrealized


Unrealized


Actuarial


Unrealized


AccumulatedCurrency


Gain (Loss) on


Gain (Loss)


Gain (Loss)


Gain (Loss)


OtherTranslation


Available for


on Cash Flow


on Defined


on Equity


Comprehensive(in $ millions)

Adjustments


Sale Securities


Hedges


Benefit Plans


Investment


Income (Loss)Balance as of January 1, 2008


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
)


30Activity during period, net of tax


(35
)






9



(22
)


9



(39
)Balance as of December 31, 2010


73



2



(9
)


(69
)


(6
)


(9
)   18.
    Equity-Based
    Compensation  Travelport
    Equity-Based Long-Term Incentive Program
      Class A-2 units Class A-2 units
   F-39




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   18.
    Equity-Based
    Compensation (Continued)      Restricted Equity UnitsClass A-2WeightedAverageNumber


Grant Dateof Shares


Fair ValueBalance as of January 1, 2008


110.0


$
2.10Granted at fair market value


1.3


$
1.96Net share settlement


(29.1
)

$
1.13Forfeited


(0.1
)

$
1.96Balance as of December 31, 2008


82.1


$
2.44Granted at fair market value


8.2


$
1.10Net share settlement and repurchases


(0.2
)

$
2.24Forfeited


(0.1
)

$
1.96Balance as of December 31, 2009


90.0


$
2.32Granted at fair market value


11.0


$
1.12Forfeited


(1.5
)

$
1.26Balance as of December 31, 2010


99.5


$
2.20        F-40




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  19.
    Employee
    Benefit Plans  Defined
    Contribution Savings Plan
    Defined
    Benefit Pension, Post-retirement and Other Plans
        F-41




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   19.
    Employee
    Benefit Plans (Continued)  Defined Benefit Pension PlansYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Benefit obligation, beginning of year


475



456



460Service cost






1



1Interest cost


27



27



28Actuarial loss (gain)


38



27



(3
)Net benefits paid


(22
)


(15
)


(25
)Defined benefit plan
    settlement(a)






(29
)


Currency translation adjustment and other


(2
)


8



(5
)Benefit obligation, end of year


516



475



456Fair value of plan assets, beginning of year


395



363



465Return on plan assets


49



59



(76
)Employer contribution


3



3



6Net benefits paid


(22
)


(15
)


(25
)Defined benefit plan
    settlement(a)






(21
)


Currency translation adjustment and other


(1
)


6



(7
)Fair value of plan assets, end of year


424



395



363Funded status


(92
)


(80
)


(93
)    (a)
    
    During the year ended December 31, 2009, the Company
    settled two defined benefit pension plans for a cash payment of
    $2 million.    Post-Retirement Benefit PlanYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Benefit obligation, beginning of year


12



17



36Interest cost


1



1



2Actuarial gains






(3
)


(4
)Net benefits paid


(1
)


(3
)


(3
)Plan amendment










(14
)Benefit obligation, end of year


12



12



17Fair value of plan assets, beginning of year










Employer contributions


1



3



3Net benefits paid


(1
)


(3
)


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










Funded status


(12
)


(12
)


(17
)  F-42




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   19.
    Employee
    Benefit Plans (Continued)      Defined Benefit Pension PlansYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Service cost






1



1Interest cost


27



27



28Expected return on plan assets


(28
)


(25
)


(35
)Recognized net actuarial loss


2



5



Net periodic benefit cost (gain)


1



8



(6
)   Post-Retirement Benefit PlanYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008Interest cost


1



1



2Amortization of prior service cost


(6
)


(5
)


Recognized net actuarial gain


(1
)


(2
)


(1
)Net periodic benefit (gain) cost


(6
)


(6
)


1        F-43




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   19.
    Employee
    Benefit Plans (Continued)      Pension Plan Assets($ in millions)

Level 1


Level 2


TotalCommon & commingled trust funds






407



407Mutual funds


12







12Money market funds






5



5Total


12



412



424     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       Defined Benefit


Post-Retirement(in $ millions)

Pension Plans


Benefit Plan2011


23



12012


23



12013


24



12014


24



12015


25



1Five years thereafter


145



3264



8  F-44




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
  20.
    Segment
    Information          Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,(in $ millions)

2010


2009


2008GDSNet revenue


1,996



1,981



2,171Segment EBITDA


560



602



591GTANet revenue


294



267



356Segment EBITDA


82



(776
)


110Combined totalsNet revenue


2,290



2,248



2,527Segment EBITDA


642



(174
)


701Reconciling items:Corporate and
    unallocated(a)


(76
)


(82
)


(114
)Gain on early extinguishment of debt


2



10



29Interest expense, net


(272
)


(286
)


(342
)Depreciation and amortization


(252
)


(243
)


(263
)Income (loss) from operations before income taxes and equity
    in losses of investment in Orbitz Worldwide


44



(775
)


11     (a)
    
    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-based compensation plans and the impact of foreign
    exchange derivative contracts. F-45




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   20.
    Segment
    Information (Continued)     December 31,


December 31,


December 31,(in $ million)

2010


2009


2008GDS


3,062



3,007



3,019GTA


1,066



1,089



1,907Total segment assets


4,128



4,096



4,926Reconciling items: corporate and unallocated


372



250



644Total


4,500



4,346



5,570     United


United


All Other(in $ millions)

States


Kingdom


Countries


TotalNet RevenueYear ended December 31, 2010


883



157



1,250



2,290Year ended December 31, 2009


877



135



1,236



2,248Year ended December 31, 2008


1,044



155



1,328



2,527Long-Lived Assets (excluding financial instruments and
    deferred tax assets)As of December 31, 2010


1,890



812



989



3,691As of December 31, 2009


1,711



843



1,031



3,585As of December 31, 2008


2,090



1,661



894



4,645     21.
    Related
    Party Transactions  Transactions
    with Entities Related to Owners
       F-46




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   21.
    Related
    Party Transactions (Continued)    out-of-pocket
      Executive
    Relocation
    22.
    Subsequent
    Events    23.
    Guarantor
    and Non-Guarantor Financial Statements   F-47




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)    TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED STATEMENT OF OPERATIONS
 For the
    year ended December 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














908



1,382







2,290Costs and expensesCost of revenue














564



600







1,164Selling, general and administrative


9







5



61



472







547Restructuring charges














9



4







13Depreciation and amortization














179



73







252Total costs and expenses


9







5



813



1,149







1,976Operating (loss) income


(9
)






(5
)


95



233







314Interest expense, net










(267
)


(5
)










(272
)Gain on early extinguishment of debt










2















2Equity in (losses) earnings of subsidiaries


(34
)


(195
)


75











154



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


(43
)


(195
)


(195
)


90



233



154



44Benefit (provision) for income taxes






5







(15
)


(50
)






(60
)Equity in losses of investment in Orbitz Worldwide






(28
)


















(28
)Net (loss) income


(43
)


(218
)


(195
)


75



183



154



(44
)Net loss attributable to non-controlling interest in subsidiaries


















1







1Net (loss) income attributable to the Company


(43
)


(218
)


(195
)


75



184



154



(43
)  F-48




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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



145



426







567Restructuring charges














14



5







19Depreciation and amortization














162



81







243Impairment of goodwill and intangible assets


















833







833Other income














(5
)










(5
)Total costs and expenses


(9
)






5



904



1,847







2,747Operating income (loss)


9







(5
)


132



(635
)






(499
)Interest expense, net


(2
)






(276
)


(8
)










(286
)Gain on early extinguishment of debt










10















10Equity in (losses) earnings of subsidiaries


(878
)


(134
)


137











875



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


(871
)


(134
)


(134
)


124



(635
)


875



(775
)(Provision) benefit for income taxes






(3
)






13



58







68Equity in losses of investment in Orbitz Worldwide






(162
)


















(162
)Net (loss) income


(871
)


(299
)


(134
)


137



(577
)


875



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


















(2
)






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


(871
)


(299
)


(134
)


137



(579
)


875



(871
)  F-49




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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














1,108



1,419







2,527Costs and expensesCost of revenue














576



681







1,257Selling, general and administrative


6







(8
)


266



385







649Restructuring charges














18



9







27Depreciation and amortization














183



80







263Other expense














6



1







7Total costs and expenses


6







(8
)


1,049



1,156







2,203Operating (loss) income


(6
)






8



59



263







324Interest expense, net










(328
)


(14
)










(342
)Gain on early extinguishment of debt










29















29Equity in (losses) earnings of subsidiaries


(173
)


(256
)


35











394



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


(179
)


(256
)


(256
)


45



263



394



11Provision for income taxes














(10
)


(33
)






(43
)Equity in losses of investment in Orbitz Worldwide






(144
)


















(144
)Net (loss) income


(179
)


(400
)


(256
)


35



230



394



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


















(3
)






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


(179
)


(400
)


(256
)


35



227



394



(179
)  F-50




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED BALANCE SHEET
 As of
    December 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents










36



2



204







242Accounts receivable, net














61



287







348Deferred income taxes


















5







5Other current assets










36



42



126







204Total current assets










72



105



622







799Investment in subsidiary/intercompany


(683
)


(1,755
)


1,862











576



Property and equipment, net














401



120







521Goodwill














986



291







1,277Trademarks and tradenames














232



181







413Other intangible assets, net














455



593







1,048Investment in Orbitz Worldwide






91



















91Non-current deferred income taxes


















5







5Other non-current assets










180



43



123







346Total assets


(683
)


(1,664
)


2,114



2,222



1,935



576



4,500Liabilities and shareholders equityCurrent liabilities:Accounts payable














37



146







183Accrued expenses and other current liabilities


1



41



92



92



583







809Current portion of long-term debt










10



8











18Total current liabilities


1



41



102



137



729







1,010Long-term debt










3,755



41











3,796Deferred income taxes














36



97







133Other non-current liabilities










12



146



75







233Total liabilities


1



41



3,869



360



901







5,172Total shareholders equity/intercompany


(684
)


(1,705
)


(1,755
)


1,862



1,022



576



(684
)Equity attributable to non-controlling interest in subsidiaries


















12







12Total equity


(684
)


(1,705
)


(1,755
)


1,862



1,034



576



(672
)Total liabilities and equity


(683
)


(1,664
)


2,114



2,222



1,935



576



4,500  F-51




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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
)


(1,667
)


1,991











284



Property and equipment, net














319



133







452Goodwill














985



300







1,285Trademarks and tradenames














232



187







419Other intangible assets, net














535



648







1,183Investment in Orbitz Worldwide






60



















60Non-current deferred income taxes


















2







2Other non-current assets


4







45



71



84







204Total assets


(603
)


(1,607
)


2,038



2,318



1,916



284



4,346Liabilities and shareholders equityCurrent liabilities:Accounts payable














27



112







139Accrued expenses and other current liabilities


4



35



78



84



564







765Current portion of long-term debt










12



11











23Total current liabilities


4



35



90



122



676







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



327



867







4,938Total shareholders equity/intercompany


(607
)


(1,642
)


(1,667
)


1,991



1,034



284



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


















15







15Total equity


(607
)


(1,642
)


(1,667
)


1,991



1,049



284



(592
)Total liabilities and equity


(603
)


(1,607
)


2,038



2,318



1,916



284



4,346  F-52




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet (loss) income


(43
)


(218
)


(195
)


75



183



154



(44
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization














179



73







252Provision for bad debts


















2







2Equity-based compensation


5























5Gain on early extinguishment of debt










(2
)














(2
)Amortization of debt finance costs and debt discount










23















23Gain on interest rate derivative instruments










(6
)














(6
)Gain on foreign exchange derivative instruments










(3
)














(3
)Equity in losses of investment in Orbitz Worldwide






28



















28FASA liability














(18
)










(18
)Deferred income taxes














19



(8
)






11Equity in losses (earnings) of subsidiaries


34



195



(75
)










(154
)


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














16



(22
)






(6
)Other current assets














3



(15
)






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






6



19



18



25







68Other










13



(5
)


(22
)






(14
)Net cash (used in) provided by operating activities


(4
)


11



(226
)


287



216







284  F-53




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    Guarantor
    and Non-Guarantor Financial Statements (Continued)  TRAVELPORT
    LIMITED
  CONSOLIDATING
    CONDENSED CASH FLOWS
 For the
    Year Ended December 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedInvesting activitiesProperty and equipment additions














(173
)


(9
)






(182
)Investment in Orbitz Worldwide






(50
)


















(50
)Businesses acquired














(11
)


(5
)






(16
)Loan to parent company














(9
)










(9
)Loan repaid by parent company














9











9Proceeds from asset sales














2











2Net intercompany funding


4



39



271



(136
)


(178
)






Other














5











5Net cash provided by (used in) investing activities


4



(11
)


271



(313
)


(192
)






(241
)Financing activitiesPrincipal repayments










(308
)


(10
)










(318
)Proceeds from new borrowings










517















517Cash provided as collateral










(137
)














(137
)Payments on settlement of derivative contracts










(77
)














(77
)Proceeds on settlement of derivative contracts










16















16Debt finance costs










(20
)














(20
)Other


















(3
)






(3
)Net cash provided by (used in) financing activities










(9
)


(10
)


(3
)






(22
)Effect of changes in exchange rates on cash and cash equivalents


















4







4Net increase (decrease) in cash and cash equivalents










36



(36
)


25







25Cash and cash equivalents at beginning of year














38



179







217Cash and cash equivalents at end of year










36



2



204







242  F-54




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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 (loss) income


(871
)


(299
)


(134
)


137



(577
)


875



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














162



81







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 finance 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 (earnings) of subsidiaries


878



134



(137
)










(875
)


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














1



30







31Other current assets














(5
)


1







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






(3
)


8



(47
)


22







(20
)Other


2







6



(5
)


(15
)






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






(6
)


(249
)


211



283







239  F-55




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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














(2
)










(2
)Net intercompany funding


133



6



313



(288
)


(164
)






Net cash provided by (used in) investing activities


133



6



313



(336
)


(171
)






(55
)Financing activitiesPrincipal repayments










(292
)


(15
)










(307
)Proceeds from new borrowings










144















144Proceeds from settlement of derivative contracts










87















87Net share settlement for equity-based compensation














(7
)










(7
)Debt finance costs










(3
)














(3
)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 (decrease) increase 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-56




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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 (loss) income


(179
)


(400
)


(256
)


35



230



394



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














184



79







263Loss 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 finance 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 (earnings) of subsidiaries


173



256



(35
)










(394
)


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














20



(16
)






4Other current assets














22



(32
)






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










28



(86
)


(45
)






(103
)Other


(5
)






(4
)


(39
)


50







2Net cash (used in) provided by operating activities


(6
)






(244
)


119



255







124  F-57




---



##### Table of Contents



TRAVELPORT
    LIMITED
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (in $ millions)
   23.
    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
)Businesses acquired














4











4Proceeds from asset sales














3











3Net intercompany funding


(61
)






146



156



(241
)






Other














4



(1
)






3Net cash (used in) provided by investing activities


(61
)






146



108



(277
)






(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 (used in) provided by financing activities


(60
)






98



(32
)










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


















(10
)






(10
)Net (decrease) increase 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-58




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##### 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).2
.5

Share Purchase Agreement, dated March 5, 2011, among
    Gullivers Services Limited, Travelport (Bermuda) Ltd.,
    Travelport Inc., Travelport Limited, Kuoni Holdings PLC, Kuoni
    Holding Delaware, Inc., KIT Solution AG and Kuoni Reisen Holding
    AG.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). G-1




---



##### Table of Contents



ExhibitNo.

Description4
.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).4
.7

Indenture, relating to the 9% Senior Notes due 2016, dated
    as of August 18, 2010, by and among Travelport Limited,
    Travelport LLC, Travelport Inc. and the guarantors named
    therein, and The Bank of Nova Scotia Trust Company of New York,
    as trustee (Incorporated by reference to Exhibit 4.1 to the
    Current Report on Form 8-K filed by Travelport Limited on August
    18, 2010 (dated August 12, 2010)).4
.8

Registration Rights Agreement, relating to the 9% Senior
    Notes due 2016, dated as of August 18, 2010, among Travelport
    Limited, Travelport LLC, Travelport Inc. and the guarantors
    named therein and Credit Suisse Securities (USA) LLC, as the
    representative of the initial purchasers (Incorporated by
    reference to Exhibit 4.2 to the Current Report on Form 8-K filed
    by Travelport Limited on August 18, 2010).10
.1

Third Amended and Restated Credit Agreement dated as of August
    23, 2006, as amended and restated on October 22, 2010, 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
    October 26, 2010 (dated October 22, 2010)).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

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
.10

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). G-2




---



##### Table of Contents



ExhibitNo.

Description10
.11

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
.12

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
.13

Contract of Employment, dated as of October 2, 2009, among
    Lee Golding, Travelport International Limited and TDS Investor
    (Cayman) L.P.10
.14

Travelport 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 Officer Deferred Compensation Plan
    (Incorporated by reference to Exhibit 10.15 to the Annual
    Report on
    Form 10-K
    filed by Travelport Limited on March 17, 2010).10
.16

Second Amendment to Travelport Officer Deferred Compensation
    Plan.10
.17

Form of Management Equity Award Agreement (Senior Leadership
    Team) (Incorporated by reference to Exhibit 10.4 to the Current
    Report on Form 8-K filed by Travelport Limited on August 28,
    2007 (dated August 22, 2007)).10
.18

Form of Management Equity Award Agreement for Gordon Wilson
    (Incorporated by reference to Exhibit 10.5 to the Current Report
    on Form 8-K filed by Travelport Limited on August 28, 2007
    (dated August 22, 2007)).10
.19

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 May 11, 2008).10
.20

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
    (Incorporated by reference to Exhibit 10.17 to the Annual
    Report on
    Form 10-K
    filed by Travelport Limited on March 17, 2010).10
.21

Form of TDS Investor (Cayman) L.P. Fifth Amended and Restated
    2006 Interest Plan (Incorporated by reference to Exhibit 10.2 to
    the Quarterly Report on Form 10-Q filed by Travelport Limited on
    November 10, 2010).10
.22

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
.23

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
.24

Form of 2010 LTIP Equity Award Agreement (Restricted Equity
    Units)  UK Senior Leadership Team (Incorporated by
    reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
    filed by Travelport Limited on November 10, 2010).10
.25

2011 Executive Supplemental Bonus Plan.10
.26

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
.27

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
.28

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).* G-3




---



##### Table of Contents



ExhibitNo.

Description10
.29

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
.30

Amendment 11 to the Asset Management Offering Agreement,
    effective as of July 1, 2002, as amended, among Travelport, LP,
    International Business Machines Corporation and IBM Credit LLC
    (Incorporated by reference to Exhibit 10.3 to the Quarterly
    Report on Form 10-Q filed by Travelport Limited on May 6, 2010).*10
.31

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
.32

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
.33

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
.34

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
.35

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
.36

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).*10
.37

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
.38

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.) (Incorporated by reference to Exhibit 10.32 to the
    Annual Report on Form
    10-K filed
    by Travelport Limited on March 17, 2010).10
.39

Sixth Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport,
    LP (f/k/a Travelport International, L.L.C.) and Travelport
    Global Distribution System B.V. (f/k/a Galileo Nederland B.V.)
    (Incorporated by reference to Exhibit 10.1 to the Quarterly
    Report on Form 10-Q filed by Travelport Limited on May 5, 2010).*10
.40

Seventh Amendment to Subscriber Services Agreement dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport,
    LP (f/k/a Travelport International, L.L.C.) and Travelport
    Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.)
    (Incorporated by reference to Exhibit 10.2 to the Quarterly
    Report on Form 10-Q filed by Travelport Limited on May 5, 2010).10
.41

Eighth Amendment to Subscriber Services Agreement dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport,
    LP (f/k/a Travelport International, L.L.C.) and Travelport
    Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.)
    (Incorporated by reference to Exhibit 10.3 to the Quarterly
    Report on Form 10-Q filed by Travelport Limited on November 10,
    2010). G-4




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##### Table of Contents



ExhibitNo.

Description10
.42

Ninth Amendment to Subscriber Services Agreement dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport,
    LP (f/k/a Travelport International, L.L.C.) and Travelport
    Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.)
    (Incorporated by reference to Exhibit 10.4 to the Quarterly
    Report on Form 10-Q filed by Travelport Limited on May 5, 2010).10
.43

Tenth Amendment to Subscriber Services Agreement dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport,
    LP (f/k/a Travelport International, L.L.C.) and Travelport
    Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.).10
.44

Amendment No. 1, dated as of March 14, 2011, to the Third
    Amended and Restated Credit Agreement dated as of August 23,
    2006, as amended and restated on October 22, 2010, 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 March 14, 2011 (dated
    March 8, 2011)).10
.45

Letter Agreement, dated March 28, 2011, between Gordon
    Wilson and Travelport International Limited.10
.46

Letter Agreement, dated March 28, 2011, between Philip
    Emery and Travelport International Limited.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-5