UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



Form 10-K/A

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007oro

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(State or other jurisdiction
of incorporation or organization)

98-0505100(I.R.S. Employer
Identification Number)400 Interpace Parkway
Building A
Parsippany, NJ 07054(Address of principal executive offices, including zip code)(973) 939-1000(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.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes o No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o No ý

As of March 7, 2008, 12,000 shares of the Registrant's common stock, par value $1.00 per share, were outstanding, all of which were held by Travelport
Holdings Limited.

DOCUMENTS INCORPORATED BY REFERENCE
None.



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EXPLANATORY NOTE

OVERVIEW

Travelport Limited ("Travelport") is filing this Amendment No. 2 on Form 10-K/A to its Annual Report on
Form 10-K for the annual period ended December 31, 2007, originally filed on March 11, 2008 (the "Original Filing") to amend and restate our consolidated financial
statements as of December 31, 2007 and 2006 and for the year ended December 31, 2007 and the period July 13, 2006 (Formation Date) through December 31, 2006 and predecessor
periods on a combined basis for the period January 1, 2006 through August 22, 2006 and the year ended December 31, 2005. The restatement is discussed in Note 2 to the
condensed financial statements.

RESTATEMENT

Subsequent to the issuance of our consolidated financial statements for the annual period ended December 31, 2007, the Company
identified errors at a subsidiary within its GDS segment associated with the estimation of financial assistance expense. The errors resulted in an understatement of cost of revenue and accrued
expense.

All
information in this Form 10-K/A is as of the original filing date and does not reflect any subsequent information or events other than the restatement discussed in
Note 2. For the
convenience of the reader, this Form 10-K/A sets forth the original filing in its entirety; however, the following items have been amended to reflect the restatement:

Item 1.

Financial StatementsItem 2.

Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 4.

Controls and ProceduresItem 6.

Exhibits


In
accordance with the applicable rules, this Form 10-K/A also includes updated certifications from our Chief Executive Officer and our Chief Financial Officer as
Exhibits 31.1, 31.2 and 32.

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TABLE OF CONTENTS

Item

Description

PagePART IItem 1

Business


2Item 1A

Risk Factors


16Item 1B

Unresolved Staff Comments


32Item 2

Properties


32Item 3

Legal Proceedings


33Item 4

Submission of Matters to a Vote of Security Holders


33PART IIItem 5

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


34Item 6

Selected Financial Data


34Item 7

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


37Item 7A

Quantitative and Qualitative Disclosure about Market Risk


67Item 8

Financial Statements and Supplementary Data


68Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


68Item 9A

Controls and Procedures


68Item 9B

Other Information


69PART IIIItem 10

Directors, Executive Officers and Corporate Governance


70Item 11

Executive Compensation


74Item 12

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


91Item 13

Certain Relationships and Related Transactions and Director Independence


93Item 14

Principal Accountant Fees and Services


95PART IVItem 15

Exhibits and Financial Statement Schedules


97Signatures


98


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FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein are subject to known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These
forward-looking statements are based on various facts and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from
those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. Statements
preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate" and similar expressions
or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important
factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking
statements:



Other
factors and assumptions not identified above, including those described under "Risk Factors" set forth in Item 1A herein, were also involved in the derivation of these
forward-looking statements, and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these
factors are difficult to predict accurately and are generally beyond our control.

You
should consider the areas of risk described above, as well as those described under "Risk Factors" set forth in Item 1A herein, in connection with any forward-looking
statements that may be made by us or our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to
release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For any forward-looking statements contained in
any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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PART I

ITEM 1.    BUSINESS

Except as expressly indicated or unless the context otherwise requires, the "Company," "Travelport," "we,"
"our" or "us" means Travelport Limited, a Bermuda company, and its subsidiaries.

Overview

Travelport is a broad-based business services provider to companies operating in the global travel industry, an industry that generated
US$1.2 trillion in revenue in 2006. We provide critical business services to travel and travel-related businesses through our comprehensive global portfolio of businesses that span the full
spectrum of travel distribution channels. We believe that we are one of the most diversified travel distribution companies in the world both geographically and in the scope of services we provide.

Travelport
is comprised of two businesses:



Company History

Galileo, the cornerstone of the Travelport business, began as the United Airlines Apollo system in 1971 in the United States. In 1997,
Galileo International became a publicly listed company on the New York and Chicago Stock Exchanges. In October 2001, Galileo was acquired by Cendant Corporation ("Cendant"), now known as Avis Budget
Group, Inc. As part of Cendant from 2001 to 2006, we completed a series of acquisitions, including Orbitz, Inc. in November 2004 and Gullivers Travel Associates (which forms the base of
our GTA business) in April 2005.

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Travelport
Limited was formed on July 13, 2006 to acquire the travel distribution services businesses of Cendant (the "Acquisition"). On August 23, 2006, the Acquisition
was completed, and Travelport was acquired by affiliates of The Blackstone Group ("Blackstone") and Technology Crossover Ventures ("TCV"). One Equity Partners ("OEP") acquired an economic interest in
our company in December 2006.

On
July 25, 2007, Orbitz Worldwide, Inc. ("Orbitz Worldwide") completed the initial public offering of 41% of its outstanding shares of common stock on the New York Stock
Exchange. On October 31, 2007, in connection with an internal restructuring, we transferred 9.1 million shares, or 11% of the then outstanding equity, of Orbitz Worldwide out of
Travelport Limited. Our current shareholding in Orbitz Worldwide is approximately 48% of the outstanding equity of Orbitz Worldwide.

On
August 21, 2007, we completed the acquisition of Worldspan Technologies Inc. ("Worldspan"), a global distribution system which has become part of the Travelport GDS
business.

We
continually explore, prepare for and evaluate possible corporate transactions to ensure we have the most efficient and effective capital structure and to maximize the value of the
enterprise. No assurance can be given with respect to the timing, likelihood or effect of any possible corporate transactions.

Although
we focus on organic growth, we may augment such growth through the select acquisition of (or possible joint venture with) complementary businesses in the travel and business
services industries. We expect to fund the purchase price of any such acquisition with cash on hand or borrowings under our credit lines. No assurance can be given with respect to the timing,
likelihood or business effect of any possible transaction. In addition, we continually review and evaluate our portfolio of existing businesses to determine if they continue to meet our business
objectives. As part of our ongoing evaluation of such businesses, we intend from time to time to explore and conduct discussions with regard to joint ventures, divestitures and related corporate
transactions. However, we can give no assurance with respect to the magnitude, timing, likelihood or financial or business effect of any possible transaction. We also cannot predict whether any
divestitures or other transactions will be consummated or, if consummated, will result in a financial or other benefit to us. We intend to use a portion of the proceeds from any such dispositions and
cash from operations to retire indebtedness, make acquisitions and for other general corporate purposes.

Company Information

Our principal executive office is located at 400 Interpace Parkway, Building A, Parsippany, New Jersey 07054 (telephone number:
(973) 939-1000). We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file reports, proxy and
information statements and other information with the Securities and Commission (the "Commission"). Such reports (including our annual reports on Form 10-K, our quarterly reports on
Form 10-Q, our current reports on Form 8-K and any amendments to such reports) and other information can be accessed on our website at www.travelport.com as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the Commission. A copy of our Code of Conduct and Ethics, as defined under Item 406 of
Regulation S-K, including any amendments thereto or waivers thereof, can also be accessed on our website. We will provide, free of charge, a copy of our annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and Code of Conduct and Ethics upon request by phone or in writing at
the above phone number or address, attention: Investor Relations.

GDS

We are the only global GDS provider that has a number one or number two position in each of the three major world travel regions,
Europe, Middle East and Africa ("EMEA"), North, Central and

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South
America ("the Americas") and Asia Pacific ("APAC"). In 2007, our GDS business processed over 343 million air segments, 18 million car bookings, 20 million hotel bookings and
1.7 million rail bookings, capturing 32% of the global share of GDS-processed air segments. In 2007, our GDS business earned approximately $1.9 billion in booking fees from
air, hotel and car transactions, with $1.7 billion from airlines, $100 million from hotels and $83 million from car rental companies.

Our
GDS business is headquartered in the United Kingdom and is balanced across the three major travel regions, which means that we are well positioned to take advantage of market-driven
growth in each major travel region. This geographic balance also helps insulate us from downturns related to specific regional economies. In 2007, our balanced share of GDS-processed air
segments was 31%, 34% and 31% in EMEA, Americas and APAC, respectively, based on global distribution of GDS-processed air segments of 40%, 44% and 16%, respectively, in each region.

Travel Suppliers.Our relationships with travel suppliers extend to airlines, hotels, car rental companies, tour operators, cruise lines, rail companies and other
travel suppliers. Travel suppliers process, store, display, manage and distribute their products and services to travel agencies primarily through GDSs. Through participating carrier agreements (for
airlines) and associate agreements (for other travel suppliers), airlines and other travel suppliers are offered varying services and functionality at which they can participate in our GDSs. These
levels of functionality generally depend upon the functionality selected by the travel suppliers as well as the type of communications and real-time access allowed with respect to the
particular travel supplier's host reservations systems.

We
operate across 145 countries distributing supplier inventory that is aggregated from approximately 450 airlines, 269 hotel chains covering over 83,000 hotel properties, more than 26
car rental companies, more than 400 cruise and tour operators and 13 major rail networks worldwide.

Our
top ten travel suppliers for our GDS business, all of which are airlines, represented approximately 38% of our revenue for the year ended December 31, 2007. The table below
lists alphabetically our five largest airline suppliers in EMEA, the Americas and APAC for the year ended December 31, 2007, based on revenue.

EMEA

Americas

APACAlitalia Airlines

American Airlines

Emirates AirlinesBritish Airways

Delta Airlines

Qantas AirwaysEmirates Airlines

Northwest Airlines

Singapore AirlinesLufthansa Airlines

United Airlines

Thai AirwaysSaudi Arabian Airlines

US Airways

United Airlines


Our
top five hotel suppliers in our GDS business for the year ended December 31, 2007 were Choice Hotels, Hilton, Intercontinental Hotel Group, Marriott Hotels and
Sheraton Starwood, which together accounted for approximately 50% of our hotel revenue in this period. Our top five car rental companies in the GDS business for the year ended December 31, 2007
were Avis, Budget, Enterprise, Hertz and National, which together accounted for approximately 73% of our car revenue in this period. Our rail customers include 13 major rail networks, including
Société Nationale des Chemins de Fer France (SNCF) (France), Eurostar Group (United Kingdom), Deutsche Bahn AG (Germany), SNCB Holding (Belgium) and Amtrak (United
States), which together accounted for approximately 85% of our rail revenue for the year ended December 31, 2007.

Our
standard distribution agreements with travel suppliers are open-ended and roll over unless specifically terminated. The majority of our agreements remain in operation
each year, with exceptions usually linked to airline mergers or bankruptcies. Our top ten travel suppliers (by revenue), all of which are airlines, have been customers for over ten years.

We
have entered into a number of specific term agreements with airlines in the larger and more mature geographic areas, including North America and Western Europe, as well as APAC, to
secure

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"full
content" parity with the airline's websites. Full content agreements allow our travel agency customers to have access to the full range of our airline suppliers' content. The average duration of
these agreements is three to seven years. We have secured full content agreements with 50 airlines, including all the major airlines in North America and the largest European and Asian airlines such
as British Airways, Air France, KLM, Lufthansa, Alitalia, Qantas, Cathay Pacific, Singapore Airlines and Virgin Atlantic.

We
have 74 low cost carriers, or LCCs, participating in our GDS. We believe that our geographic breadth makes us the GDS of choice for most major LCCs, although LCC activity on the GDS
remains at an early stage of development in terms of level of booking activity. However, the choice and level of participation is driven by the relevance of the GDS in the countries and regions in
which the LCCs choose to distribute and sell. For example, our leading position with LCCs, including participation of both JetBlue and Southwest Airlines in the United States, Air Asia and JetStar in
APAC and easyJet and AirBerlin in Europe, is indicative of the value that travel suppliers place on the size, scale, and
breadth of a GDS's footprint. We believe we are well positioned to capture growth from the LCCs due to our global footprint and strength in the business travel arena in some of the prime areas where
LCCs are strongest such as the United States, the United Kingdom and Australia.

Travel Agencies.Approximately 63,000 travel agencies worldwide depend on us to provide travel information, booking and ticketing capabilities travel purchases and
management tools for travel information and travel agency operations. Access to our GDSs enables travel agencies to electronically search travel-related data such as schedules, availability, services
and prices offered by travel suppliers. Through our GDSs, travel agencies have access to approximately 450 airlines, 269 hotel chains covering over 83,000 hotel properties, more than 26 car rental
companies, more than 400 cruise and tour operators and 13 major rail networks worldwide.

Our
GDS business also facilitates travel agencies' internal business processes such as quality control, operations and financial information management. Increasingly, this includes the
integration of products and services from independent parties that complement our core product and service offerings. We also provide technical support, training and other assistance to travel
agencies, including numerous customized access options, productivity tools, automation, training and customer support focusing on process automation, back-office efficiency, aggregation of
content at the desktop and on-line booking solutions.

Travel
agencies generally pay a fee for access to our GDSs and for the equipment, software and services provided. However, this fee is often discounted or waived if the travel agency
generates a specified number of transactions processed by us during a specified time period. In addition, we provide cash incentives or other inducements to a significant number of travel agencies as
a means of encouraging greater use of our GDSs.

Our
travel agency customers comprise on-line travel agencies, off-line travel agencies, long-haul, corporate and leisure travel agencies. Our largest
on-line travel agency customers in 2007 were Orbitz Worldwide (which includes orbitz.com and cheaptickets.com in the United States and ebookers.com in Europe), Priceline.com Incorporated
and Webjet Marketing Pty. Limited. Our largest corporate travel agency customers in 2007 were American Express, Hogg Robinson Group, BCD Holdings, Carlson Wagonlit Travel and Flight Centre Limited.
Our top leisure travel agencies include Thomas Cook, Trailfinders, DER Travel, Stella Group and AAA Travel. Our top ten travel agency customers have been customers for an average tenure of
15 years or more, with two being customers for over 25 years.

We
recently developed Galileo Traversa, an on-line self-service booking tool marketed to corporations and their business travelers. Galileo Traversa enables users
to book air, car and hotel reservations with inventory sourced from the Galileo GDS, as well as content available via the Air Content Hub application owned by Galileo. Galileo Traversa is distributed
primarily through resale arrangements with travel agencies and may only be licensed to subscribers of GDSs that we own or

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operate.
Galileo Traversa was deployed for IBM during the fourth quarter of 2007 and will be made available to Galileo travel agency subscribers in the future.

Business Intelligence Services.As part of our GDS business, we also provide data to airlines, hotels, car rental companies and local travel bureaus. Our data is
critical to travel suppliers in the management of their own operations. We provide mission-critical data to 60 airlines both for operational processes such as GDS billing, yield management, airline
revenue accounting and industry settlement as well as data for market analysis such as airline network planning, revenue management, pricing and sales. Typically, these data services are vital to
suppliers' revenue management departments which help travel suppliers optimize their own revenue streams. Data typically takes the form of "raw" electronic booking data from the GDS with details of
routes, fares and prices. No personally identifiable data is provided. In addition, through Shepherd Systems ("Shepherd"), we provide a comprehensive suite of innovative on-line
technologies, airline marketing intelligence, sales force automation tools and customized data reporting and analysis services to more than 40 airlines and several travel agencies worldwide.
Shepherd's tools are used throughout different airline departments, including network, planning, revenue, yield, scheduling, sales and marketing, to strengthen their ability to make strategic
decisions and improve business results.

IT Services and Software.We have been a pioneer in IT services for the airline industry, being the first GDS to issue an e-ticket in 1995 and the
first GDS to offer customer self-service options for airlines (in partnership with Kinetics, Inc.) in 2000. Through our IT services and software business, we provide travel
suppliers, primarily airlines, with hosting solutions and IT subscription services.



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We
have also developed products which allow airlines to engage in new ways of selling airline tickets. For example, airlines are now able to pre-order meals,
pre-select seats and offer discounts to travelers with no baggage.

Our
SecuRate Air Plus web-based product allows customers to input private fare and rule data for a corporation, large agency or e-commerce business, reflecting
their exclusive low fare agreements with carriers. Our ViewTrip web-based product allows travelers to view their itineraries on-line. ViewTrip offers us the opportunity to earn
additional advertising revenue.

Sales and Marketing.Our sales and marketing teams are responsible for developing existing and initiating new commercial relationships with travel suppliers and
travel agencies worldwide.

We
employ a hybrid sales and marketing model consisting of direct sales and marketing organizations ("SMOs") which we directly manage, and indirect, third party national distribution
companies ("NDCs"). We market, distribute and support our products and services primarily through SMOs. However, in regions not supported directly by SMOs, we provide our products and services through
our relationships with NDCs which are typically independently owned and operated by a local travel-related business in that country or region. We typically pay an NDC operator a commission based upon
the booking fees generated in the NDC's country or region and the NDC retains all subscriber fees billed in the country. Our SMOs and NDCs are organized by country or region and are typically divided
between the new account teams, which seek to add new travel agencies to our distribution system, and account management teams, which service and expand existing business. We also provide global
account management services to certain large multi-national customers. In certain regions, smaller customers are managed by telemarketing teams. We also have a dedicated airline solutions sales and
service organization that is responsible for marketing our IT services, including our hosting solutions, to airlines globally.

Historically,
we relied on NDCs owned by national airlines in various countries in EMEA and APAC to distribute our products and services. However, in 1997, following Galileo's listing on
the New York Stock Exchange, we acquired many of these NDCs from the airlines, including in the United States, Netherlands and Switzerland and, later, in Ireland, Italy, Australia, New Zealand,
Malaysia, Denmark, Canada and the United Kingdom. This enabled us to directly control our distribution at a time when the airlines wished to divest and concentrate on their core airline businesses. In
less developed regions where airlines continue to exert strong influence over travel agencies, NDCs remain a viable and cost effective alternative to direct distribution. We have relationships with
NDCs in many countries, including India, Austria, Greece, Hungary, Turkey, Kuwait, Lebanon, Jordan, Saudi Arabia, United
Arab Emirates, Yemen, Egypt, Kenya and South Africa, as well as many other countries in Africa. In countries in APAC, such as India, Bangladesh, Sri Lanka, Thailand and South Korea, where our
competitors are owned by the national airlines, we have either established SMOs or identified local companies to act as NDCs. In addition, we have successfully operated through NDCs owned by third
parties that are not airlines, specifically in countries in which our Worldspan GDS operates in the Middle East, Africa and APAC. We regularly review our network of NDCs and periodically assess
individual markets for vertical integration which is an activity which we plan to continue.

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Competition.The marketplace for travel distribution is large, multi-faceted and highly competitive. Our GDS business competes with other traditional GDSs such as
Amadeus Global Travel Distribution S.A. ("Amadeus") and Sabre, Inc. ("Sabre"), as well as with several regional competitors. The largest regional GDSs are based in Asia and include
Abacus International Pte Ltd ("Abacus"), which is primarily owned by a group of ten Asian airlines, Axess International Network Inc. and INFINI Travel Information, Inc., which are majority
owned by Japan Airlines System and All Nippon Airways, respectively, Topas Co., Ltd., which is majority owned by Korean Air Lines, and TravelSky Technology Limited, which is majority owned by Chinese
state-owned enterprises.

In
addition, GDSs compete with travel suppliers that offer information and bookings functionality through their own "supplier.com" websites, and technology providers offering a direct
connection between travel content providers and travel agents bypassing GDSs, although the latter have had limited impact due to the relative efficiency, size, scale and depth of content in GDSs.
These technology providers have recently altered their strategy either to focus on travel agency automation tools which complement the GDS or IT subscription services providing airlines with
functionalities such as shopping and pricing tools, in competition with our IT subscription services business.

Each
of the other traditional GDSs offers products and services substantially similar to our services. Competition in the GDS industry is based on the following
criteria:



We
routinely face new competitors and new methods of travel distribution. Suppliers and third parties seek to promote distribution systems that book directly with travel suppliers. For
example, US-based ITA Software and Farelogix have recently announced plans to develop new distribution systems, although these systems currently utilize the functionality of a GDS to
provide the more complex components of a complete travel distribution solution for suppliers and travel agencies. Recent trends indicate that these companies have refocused on competing in the
industry segment for IT services to travel suppliers, such as providing internal reservation systems or travel agency automation tools operating in conjunction rather than as an alternative to a GDS.
In addition, established and start-up search engine companies are attempting to enter the travel marketplace by aggregating travel search results across travel supplier, travel agent and
other websites. These alternative travel distribution systems may have the effect of diverting customers from our GDSs.

The
IT services sector of the travel industry is highly fragmented, with hundreds of airline customers and multiple providers of IT services, including a number of airlines who build and
run applications in-house. Competition within the IT services industry is segmented by the type of service offering. For example, internal reservation and other system services competitors
include Amadeus, Electronic Data Systems Corporation, Navitaire Inc., Sabre and Unisys Corporation/SITA, as well as airlines that provide the services and support for their own internal
reservation system services and also host external airlines.

Technology.We are currently consolidating our Galileo and Worldspan data centers into a single location to support our GDSs and IT services and software
businesses. The Atlanta, Georgia data center offers a state of the art facility that has just completed comprehensive technology upgrades to the latest IBM processing and storage platforms. The
Atlanta facility and the existing systems are

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certified
compliant with the Payment Card Industry Data Security Standard, offering a highly secure environment for combined Galileo and Worldspan operations. Current mainframe capacity already exists
to handle our combined core systems workloads and the facility offers space for the incremental server hardware required to manage growth for the foreseeable future. We will use the capacity of the
system and the advanced logical partitioning abilities to create a single, combined operational environment that reduces cost while ensuring stability and functionality. In addition, the combined
environment will immediately deliver significant infrastructure upgrades, both in systems and network technology, previously planned and budgeted for Galileo. The network, mainframe and distributed
server environments in the Atlanta facility have been modified since October 2007 and testing of the configuration that will support combined operations is at an advanced stage.

The
Galileo GDS currently outsources the data center operations in our Denver facility to IBM. We have chosen to continue in-sourcing operations in Atlanta to take advantage
of the experienced and skilled staff, the consistently high service levels and low cost demonstrated with that model. Galileo will transition its technology platform and IT operations from Denver to
Atlanta. Our combined technology team is very experienced at relocating large mission-critical data centers, having successfully moved the Galileo data center from Swindon, United Kingdom to Denver
and the PARS data center from Kansas City to Atlanta; integrated the Delta Airlines reservations and flight operations systems; and hosted the Abacus GDS and moved the Abacus system to a different
hosting provider. Over the last five years our Atlanta team has upgraded and streamlined systems and network technologies, continually reducing costs for Worldspan and its customers. The combined
operation plan will allow the technology team to reduce costs for Galileo systems and customers. The savings in labor, hardware, facility, network costs and those from renegotiated contracts with IBM
and other key technology providers, underpin a large element of our restructuring plan.

The
combined data center will be comprised of over 3,500 open systems servers and mainframes, providing for 4.3 billion stored fares, with peak message rates of nearly
20,000 messages per second. Peak message days will see over 900 million messages. In its first year of combined operation, the data center will support more than 620 million
travel-related bookings and handle just under 200 billion messages at a lower cost per booking.

GTA

GTA is a leading global wholesaler of accommodation, ground travel, sightseeing and other destination services. GTA is focused on city
center travel rather than beach destinations. GTA has relationships with more than 35,000 travel supplier partners and more than 23,000 hotels, the substantial majority of which are
independent, and an inventory of over 30 million hotel rooms annually, and sells travel products and services in over 140 countries. We believe GTA's inventory depth and breadth on a
global scale are more comprehensive than any of its competitors. In 2007, GTA serviced more than 25,000 groups, made over 3.0 million bookings and generated total transaction value
("TTV") of approximately $1.86 billion and net revenue of $330 million. GTA's business is geographically diverse, with no one inbound destination and no one outbound source accounting
for more than 20% of GTA's sales as measured by TTV.

GTA
sources net rate accommodations, ground travel, sightseeing and other destination services from travel suppliers and then distributes the inventory, through multiple channels, to
other travel wholesalers, tour operators and travel agents, and directly to consumers via its affiliate channels, such as airlines, loyalty companies and financial institutions. GTA has arrangements
with individual hotel chains and independent hotel properties through which it is given access to the inventory of participating hotels at negotiated rates. The room inventory to which GTA has access
under these arrangements is provided to GTA on an allocation basis, which ensures availability of those rooms. GTA then distributes the room inventory under contract to other travel wholesalers, tour
operators and

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travel
agents. GTA currently bears inventory risk on less than 0.1% of its supplier contracts which represents less than 2% of GTA's TTV.

A
critical aspect of GTA's business model is that it competes successfully both as a wholesale and retail provider of group and independent travel, the two key leisure travel segments.
This business model makes GTA attractive to hotels and other travel suppliers as it helps drive these two fundamentally discrete groups of travelers to their businesses. In return, GTA is able to
secure highly competitive and often unique inventory allotments and net rates. GTA's group and independent traveler offerings operate symbiotically and strengthen its offering to both suppliers and
customers.

GTA's
business model provides opportunities to earn incremental revenue from cross-selling, which increasingly differentiates GTA from its competitors. With the launch of the Galileo
Leisure product for travel agents in 2005, GTA has been able to increase significantly the amount of content that Galileo makes available to its travel agency customers and also benefit from a broader
customer base.

GTA
is well-positioned to take advantage of growth in the fast growing APAC region, with more than a dozen offices in the region and significant experience operating in this
region.

OctopusTravel.OctopusTravel, which includes the brands OctopusTravel.com and Needahotel.com, provides travelers with the ability to book reservations
on-line from a large inventory of hotels and apartments, car rentals, bus and limousine transfers and sightseeing services in numerous cities and countries. It offers accommodation in more
than 140 countries worldwide and conducts business in 30 different languages. The majority of OctopusTravel's bookings are made through its affiliate partners, such as airlines, loyalty
companies and financial institutions, who incorporate booking services and content of OctopusTravel into their own websites. Affiliate partners can choose from a variety of branding solutions to
market products and services to their customers. OctopusTravel manages content, on-line marketing and customer service functions on behalf of many of its affiliate partners. OctopusTravel
has more than 1,200 agreements with affiliate partners, including AirMiles, Singapore Airlines, Virgin Blue and eDreams, and several major airlines in EMEA and APAC.



Travel Suppliers.GTA has relationships with more than 35,000 travel supplier partners, including more than 23,000 hotels, the substantial majority
of which are independent. In 2007, GTA's top ten contracted hotels accounted for approximately 2.2% of GTA's room nights.

Travel Wholesalers, Travel Agencies and Tour Operators.GTA's customers include travel wholesalers, travel agencies and tour operators in over 140 countries.
Orbitz Worldwide is currently GTA's largest customer.

Sales and Marketing.GTA has 30 offices globally, including London, New York, Hong Kong, Tokyo and Dubai, which are responsible for maintaining and building
relationships with retail travel agents, wholesale tour operators and corporate travel clients in over 140 countries worldwide. GTA develops relationships with its customers using its direct
sales force and account managers. The GTA strategy focuses on both attracting new customers and increasing the business of existing customers. Sales and
marketing techniques include partnership marketing, preferred product placement, public relations and recommendations in travel guides. GTA also works with the media and country and regional tourism
boards to promote destinations. Points of differentiation include technology customized to provide direct access to inventory and rates, inventory allocations, GTA's reputation as a reliable supplier
and competitive room rates. GTA has dedicated contractors globally that are tasked with securing local content. These contractors are responsible for negotiating commercial terms for hotels (including
rates and allocations) and other ground services (including restaurants, sightseeing, excursions, transfers and long distance coaches).

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Technology.GTA operates its core systems at a third-party hosted center near Hounslow, United Kingdom, and its secondary servers are located in GTA's headquarters
in London, United Kingdom. GTA's systems and telecommunication infrastructure is on-line 24 hours a day, seven days a week, 365 days a year. GTA's back end systems are hosted
on a large, logically partitioned, IBM iSeries platform with immediate replication to associated secondary systems. The platform is scaleable both vertically, within the same chassis, and
horizontally, to further partitioned servers if required. GTA's front end systems are hosted on variable sized load balanced 'stacks' of servers utilizing open source software and industry standard
database technology. The structure is such that more stacks can easily be added to enable scaleability to cater for the ever-increasing levels of traffic being directed at the platform.
The front end systems have been developed to allow customers of GTA and OctopusTravel the ability to search and use inventory and pricing of hotels and ancillary services. Industry strength secure
networks support GTA's worldwide presence. GTA's systems are subject to annual review by external third parties from a compliance and security perspective.

GTA
operates and maintains global websites and on-line interfaces that serve a diverse range of travel sellers. Wholesale customers and corporate "white label" customers may
use an XML interface that has been developed in-house. The majority of GTA's core operational applications were developed and are maintained by a third party.

Competition.The wholesale travel industry is highly fragmented. GTA competes primarily with regional and local wholesalers of accommodation, transportation,
sightseeing and other travel-related products and services, such as Kuoni Travel Holding Ltd. and TUI AG (Europe), Tourico Holidays, Inc. (United States) and Qantas Holidays
Limited (Australia). Unlike GTA, many of these regional competitors depend on one region for 75% or more of their total transaction value. GTA with its global footprint is uniquely positioned to sell
inter- and intra-regional travel worldwide. GTA also competes with global, regional and local on-line hotel retailers in EMEA, the Americas and APAC.

Factors
affecting the competitive success of travel wholesalers, including GTA, include:



Material Agreements

During 2007, we entered into a number of new material agreements. In July 2007, in connection with the consummation of the initial
public offering of Orbitz Worldwide, we and our subsidiaries entered into a number of agreements with Orbitz Worldwide, including a separation agreement, a transition services agreement, a tax sharing
agreement and a subscriber services agreement. A summary description of each agreement is included in our Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 27, 2007. In December 2007, following the acquisition of Worldspan, we entered into an amendment to the previously amended Asset Management Offering Agreement (the "IBM
Agreement") among Worldspan, IBM and IBM Credit LLC and a joinder agreement pursuant to which we were joined as a party to the IBM Agreement. A summary description of the amended IBM Agreement
is included in our Current Report on Form 8-K filed with the Securities and Exchange

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Commission
on January 4, 2008. The IBM Agreement was further amended in January, February and March 2008.

Financial Data of Segments and Geographic Areas

Financial data for our segments and geographic areas are reported in Note 21Segment Information to our Financial
Statements included in Item 8 of this Annual Report on Form 10-K/A.

Intellectual Property

We regard our technology and other intellectual property, including our trademarks, as a critical component of our business. We protect
our intellectual property rights through a combination of copyright, trademark and patent laws, trade secret and confidentiality procedures. The trademarks and service marks TRAVELPORT®,
GALILEO®, GULLIVERS TRAVEL ASSOCIATES®, GTA®, OCTOPUSTRAVEL®, WORLDSPAN® and related trademarks and logos are material to our businesses. We
own the material marks used in our businesses, and we and our licensees actively use these marks. All of the material marks used by these companies are registered (or
have applications pending for registration) in their appropriate markets. We take reasonable precautions to protect against unauthorized or infringing uses of our trademarks in the marketplace.

Our
GDS business depends on a number of third party and jointly developed software licenses. These include the Transaction Processing Facility operating system software licensed from IBM
that supports the core GDS technology. Our Galileo and Worldspan GDSs each have a licensing arrangement with IBM, each of which expires in June 2011, but which is subject to renewal. It is anticipated
that we will establish a licensing agreement with IBM that applies to both of our GDSs. In addition, Worldspan developed e-Pricing jointly with Expedia and shares intellectual property
rights in this application. We have an issued US patent directed to a unique cache for airline data which allows us to provide flight availability information without having to access an airline's
databases for each inquiry. This patent expires on April 1, 2022. We also have a patent pending for Worldspan for an innovative interactive map product.

Unauthorized
use of our intellectual property could have a material adverse effect on us and our legal remedies may not adequately compensate us for the damage caused by such use.

Regulation

We are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly subject
to change. The descriptions of the laws, regulations and policies that follow are summaries and should be read in conjunction with the texts of the laws and regulations described below. The
descriptions do not purport to describe all present and proposed laws, regulations and policies that affect our businesses.

We
believe that we are in material compliance with these laws, regulations and policies. Although we cannot predict the effect of changes to the existing laws, regulations and policies
or of the proposed laws, regulations and policies that are described below, we are not aware of proposed changes or proposed new laws, regulations and policies that will have a material adverse affect
on our business.

GDS Regulations

Our GDS businesses are subject to specific GDS regulations in the European Union and Canada. Prior to July 31, 2004, our GDS
businesses were also subject to GDS regulations in the United States.

In
October 2005, the European Commission announced that it proposed to repeal many regulations, including the Computer Reservation System ("CRS") Regulations. The CRS Regulations were
originally adopted in the United States, Canada and the European Union to guarantee consumers

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access
to competitive information by requiring CRSs (then owned by individual airlines) to provide travel agents with unbiased displays and rankings of flights. On November 15, 2007, following
a public consultation, the European Commission adopted a proposal for a revision of the CRS Regulations. Under the proposal, GDSs and airlines will be free to negotiate booking fees charged by the
GDSs and the information content provided by the airlines. The proposal also contains provisions to ensure a neutral and non-discriminatory presentation of travel options in the GDS
displays and to prohibit the identification of travel agents in MIDT data. In addition, to prevent parent carriers of GDSs from hindering competition from other GDSs, parent carriers will continue to
be required to provide other GDSs with the same information on its transport services and to accept bookings from another GDS. We have expressed to the European Commission our views on the proposal.
We intend to continue discussions with the European Commission as well as raise our concerns with certain members of the European Parliament, Member States and the European Council. New GDS
regulations are not expected to be enacted before 2009.

There
are also GDS regulations in Canada, under the regulatory authority of the Canadian Department of Transport. On April 27, 2004, a significant number of these regulations were
lifted. Amendments to the rules include eliminating the "obligated carrier" rule, which required larger airlines in Canada to participate equally in the GDSs, and elimination of the requirement that
transaction fees charged by GDSs to airlines be non-discriminatory. Due to the elimination of the obligated carrier rule in Canada, Air Canada, the dominant Canadian airline, could choose
distribution channels that it owns and controls or distribution through another GDS rather than through our GDSs.

We
are also subject to regulations affecting issues such as telecommunications and exports of technology.

GTA Regulations

Our travel services are subject to regulation and laws governing the offer and/or sale of travel products and services, including laws
requiring us to register as a "seller of travel" and to comply with certain disclosure requirements. Where we sell travel products and services in Europe directly to travelers as part of a "package",
we are regulated by The Package Travel, Package Holidays and Package Tours Regulations Directive 90/314/EEC (13 June 1990), as implemented by EU Member States into country-specific regulations
(the "Package Travel Regulations"). Where the Package Travel Regulations apply, they impose primary liability on us for all elements of a trip sold through us, whether we own or control those services
or whether we sub-contract them
to independent suppliers. The Package Travel Regulations principally affect our GTA business where the sale is made in the European Union.

Travel Agency Regulations

The products and services that we provide are subject to various international, federal, state and local regulations. We must comply
with laws and regulations relating to our sales and marketing activities, including those prohibiting unfair and deceptive advertising or practices. As a seller of air transportation products in the
United States, we are subject to regulation by the US Department of Transportation ("DOT"), which has jurisdiction over economic issues affecting the sale of air travel, including customer protection
issues and competitive practices. The DOT has the authority to enforce economic regulations and may assess civil penalties or challenge our operating authority. In addition, many of our travel
suppliers and trade customers are heavily regulated by the US and other governments, and we are indirectly affected by such regulation.

In
addition, certain jurisdictions abroad may require that we hold a local travel agencies' license in order to sell travel products to travelers.

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Privacy and Data Collection Regulations

Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Many states in the United
States have introduced legislation or enacted laws and regulations that require strict compliance with standards for data collection and protection of privacy and provide for penalties for failure to
notify customers when such standards are breached, even by third parties. The US Federal Trade Commission adopted "do not call" and "do not fax" regulations in October 2003. In compliance with such
regulations, our affected businesses have developed and implemented plans to block phone numbers listed on the "do not call" and "do not fax" registries and have instituted new procedures for
preventing unsolicited telemarketing calls. In response to "do not call" and "do not fax" regulations, our affected businesses have reduced their reliance on outbound telemarketing.

Many
countries have enacted or are considering legislation to regulate the protection of private information of consumers, as well as limiting unsolicited commercial email on the
Internet to consumers. In the United States, the legislation that has become state law is a small percentage of the number still pending, and is similar to what has been introduced at the federal
level. We cannot predict whether any of the proposed state privacy legislation currently pending will be enacted and what effect, if any, it would have on our businesses.

The
primary privacy regulations to which our operations are subject are the EU Data Protection Directive 95/46/EC of the European Parliament and Council (24 October 1995) and
Canada's Personal Information and Protection of Electronic Documents Act ("PIPEDA"):



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Marketing Operation Regulations

The products and services offered by our various businesses are marketed through a number of distribution channels, including over the
Internet. These channels are regulated on a country by country basis, and we believe that our marketing operations will increasingly be subject to such regulation. Such regulations, including
anti-fraud laws, customer protection laws, and privacy laws may limit our ability to solicit new customers or to market additional products or services to existing customers. We are also
aware of, and are actively monitoring the status of, certain proposed state legislation related to privacy and to email marketing that may be enacted in the future. It is unclear at this point what
effect, if any, such state legislation may have on our businesses. California, in particular, has enacted legislation that requires enhanced disclosure on Internet websites regarding customer privacy
and information sharing among affiliated entities. We cannot predict whether these laws will affect our practices with respect to customer information and inhibit our ability to market our products
and services nor can we predict whether other states will enact similar laws.

Internet Regulations

We must also comply with laws and regulations applicable to businesses engaged in on-line commerce. An increasing number of
laws and regulations apply directly to the Internet and commercial on-line services. For example, email activities are subject to the US CAN-SPAM Act of 2003. The US
CAN-SPAM Act regulates the sending of unsolicited, commercial electronic mail by requiring the sender to (i) include an identifier that the message is an advertisement or
solicitation if the recipient did not expressly agree to receive electronic mail messages from the sender, (ii) provide the recipient with an on-line opportunity to decline to
receive further commercial electronic mail messages from the sender, and (iii) list a valid physical postal address of the sender. The CAN-SPAM Act also prohibits predatory and
abusive electronic mail practices and electronic mail with deceptive headings or subject lines. Moreover, there is currently great uncertainty whether or how existing laws governing issues such as
property ownership, sales and other taxes, libel and personal privacy apply to the Internet and commercial on-line services. It is possible that laws and regulations may be adopted to
address these and other issues. Further, the growth and development of the market for on-line commerce may prompt calls for more stringent customer protection laws.

New
laws or different applications of existing laws would likely impose additional burdens on companies conducting business on-line and may decrease the growth of the
Internet or commercial on-line services. In turn, this could decrease the demand for our products or increase the cost of doing business.

Federal
legislation imposing limitations on the ability of states to impose taxes on Internet-based sales was enacted in 1998. The US Internet Tax Freedom Act, which was extended by the
Internet Nondiscrimination Act, exempted certain types of sales transactions conducted over the Internet from multiple or discriminatory state and local taxation through November 1, 2007. The
majority of products and services we offer are already taxed: hotel rooms and car rentals at the local level and air transportation at the federal level with state taxation preempted. In Europe, there
are laws and regulations governing e-commerce and distance-selling which primarily affect our recently-acquired customer travel businesses. These regulations require our businesses to act
fairly towards customers, for example, by giving customers a cooling-off period during which they can cancel transactions without penalty. There are various exceptions for the leisure and
travel industry.

Employees

As of December 31, 2007, we had approximately 6,100 employees worldwide, with approximately 2,170 employees in
EMEA, 2,570 employees in the Americas and 1,360 employees in APAC. None of our employees in the United States are subject to collective bargaining agreements governing their
employment with us. In many of the European countries in which we operate, we are subject to, and comply with, local law requirements in relation to the establishment of work councils. We believe that
our employee relations are good.

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ITEM 1A.    RISK FACTORS

You should carefully consider each of the following risks and all of the other information set forth in this
Annual Report on Form 10-K. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our
company in each of these categories of risk. However, the risks and uncertainties our company faces 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 Related to Our Business

Our revenue is derived from the travel industry and a prolonged or substantial decrease in travel volume, particularly air travel, as well as other industry trends, could
adversely affect us.

Our revenue is derived from the global travel industry. As a result, our revenue is directly related to the overall level of travel
activity, particularly air travel volume, and is therefore significantly impacted by declines in, or disruptions to, travel in any region due to factors entirely outside of our control. Such factors
include:



If
there is a prolonged substantial decrease in travel volume, particularly air travel volume, for these or any other reason, it would have an adverse impact on our business, financial
condition and results of operations.

We
may also be adversely affected by shifting trends in the travel industry. For example, a significant portion of the revenue of our GTA business is attributable to the distribution of
travel

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packages
that combine accommodation, destination services and transportation through traditional wholesale and tour operators that serve both group and individual travelers. In certain markets, an
increasing proportion of travel is shifting away from that method of organizing and booking travel towards more independent, unpackaged travel, where travelers book the individual components of their
travel separately. To the extent our GTA business or other components of our business are unable to adapt to such shifting trends, our results of operations may be adversely affected.

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

Our businesses operate in highly competitive industries. If we cannot compete effectively, we may lose share to our competitors, which
may adversely affect our financial performance. Our continued success depends, to a large extent, upon our ability to compete effectively in industries that contain numerous competitors, some of which
may have significantly greater financial, marketing, personnel and other resources than we have.



GDSs have two different categories of customers, travel suppliers and travel agencies. We are, therefore, subject to the interrelated
network effects arising out of the interaction between these customer groups. We need to offer competitive terms to travel suppliers to obtain sufficient travel content to allow us to provide a
competitive offering to travel agencies to gain and maintain travel agency customers. If we are not able to attract large numbers of travel agency customers, our ability to obtain content from travel
suppliers will be adversely affected.

Our
GDSs compete with other traditional GDSs such as Amadeus and Sabre, and regional participants such as Abacus, as well as with alternative intermediate distribution technologies. We
also compete with direct distribution by travel suppliers, such as airlines, hotels and car rental companies, many of which distribute all or part of their inventory directly through their own travel
distribution websites (known as "supplier.com websites"). Our GDSs also compete with new companies in the travel distribution industry that are developing distribution systems without the large
technology investment and network costs of a traditional GDS.

The
IT services sector of the travel industry is highly fragmented. We compete with hundreds of airline customers and multiple providers of IT services, including a number of airlines
who build and run applications in-house. Competition within the IT services industry is segmented by the type of service offering. For example, internal reservation and other system
services competitors include Amadeus, Electronic Data Systems Corporation, Navitaire Inc., Sabre and Unisys Corporation/SITA, as well as airlines that provide the services and support for their
own internal reservation system services and also host external airlines.



The wholesale travel industry is highly fragmented, and GTA competes with regional and local wholesalers of accommodation,
transportation, sightseeing and other travel-related products and services, global wholesalers of travel-related products and services such as Miki Travel Limited, Kuoni Group and Tourico
Holidays, Inc., regional or specialist wholesalers of travel-related products and services, and global, regional and local on-line hotel retailers in EMEA, the Americas and APAC.

Some
of our competitors may be able to secure services and products from travel suppliers on more favorable terms than we can. In addition, the introduction of new technologies and the
expansion of existing technologies may increase competitive pressures. The enhanced presence of on-line travel

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agencies,
for example, is placing pressure on GTA's ability to secure allocations of hotel rooms. Increased competition may result in reduced operating margins, as well as loss of market share and
brand recognition. We may not be able to compete successfully against current and future competitors and competitive pressures we face could have a material adverse effect on our business, financial
condition or results of operations.

We may not be able to successfully integrate our operations with Worldspan, or attain the expected benefits of the acquisition of Worldspan.

We acquired Worldspan in August 2007 and believe that this acquisition will enhance our future financial performance by capitalizing on
natural operational synergies as well as complementary technology and geographic attributes. The travel distribution industry is highly regulated and regulatory hurdles may deprive us of the
anticipated financial benefits of the Worldspan acquisition.

Moreover,
the Worldspan acquisition presents challenges to management, including the integration of our administrative operations, systems and personnel with those of Worldspan. The
Worldspan acquisition also poses other risks commonly associated with similar transactions, including unanticipated liabilities, unexpected costs and the diversion of management's attention to the
integration of the operations of the combined companies. As part of the integration process, we will be completing the consolidation of our systems infrastructure and web and database servers for our
Galileo and Worldspan GDS operations in Atlanta. This is a significant undertaking. Any difficulties that we
encounter in the transition and migration processes, and any level of integration that is not successfully achieved, could have an adverse effect on our revenue, level of expenses and results of
operations. We may also experience operational interruptions, the loss or corruption of data and the loss of key employees, suppliers and customers. As a result, notwithstanding our expectations, we
may not realize the anticipated benefits or cost savings of the Worldspan acquisition.

We may not be able to achieve all of our expected cost savings from the Worldspan acquisition and our re-engineering efforts.

We are benefiting, and expect to continue to benefit, from cost savings to be achieved as a result of the comprehensive reengineering
program that commenced at the time of the Acquisition and from synergies to be achieved as a result of the Worldspan acquisition under the Worldspan integration program. In connection with the
Worldspan acquisition, we have identified $150 million of potential annualized synergies from the Worldspan integration program. We also believe that certain other cost saving opportunities
exist in connection with our re-engineering efforts. However, we may not be able to achieve our expected cost savings or identify any other cost savings opportunities, and any identified
cost savings may not be achieved in a timely manner or unexpected costs may offset or outweigh any savings we do achieve. A variety of factors could cause us to fail to achieve the expected cost
savings, including:



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Because
some of the measures will take time to implement, any cost savings we achieve will not immediately affect our financial results in the amounts presented. Our failure to achieve
these expected annual cost savings could have a material adverse effect on our financial condition and results of operations.

We may not realize anticipated benefits from past and future acquisitions or have the ability to complete future acquisitions.

We have pursued an active acquisition strategy as a means of strengthening our businesses and have sought to integrate acquisitions
into our operations to achieve economies of scale. In August 2007, we completed the Worldspan acquisition, in August 2006, we completed the acquisition of the Travelport companies of Cendant and, in
April 2005, the Travelport businesses of Cendant completed the acquisition of GTA. We have derived a significant portion of our recent growth in revenue and operating income from acquired businesses.
The success of any future acquisition strategy, including joint ventures, will continue to depend upon our ability to find suitable opportunities on favorable terms and to finance and complete these
transactions. In addition, upon completion of an acquisition, we may encounter difficulties related to the integration of the acquired business into our operations, departure of a significant number
of employees, loss in value of acquired intangibles and diversion of management's attention as well as unanticipated problems or liabilities. If we cannot overcome these difficulties, our ability to
realize anticipated cost savings and revenue growth from our acquisitions may be adversely affected.

In
addition, acquisitions may not be accretive to our earnings, to the extent expected or at all, and may negatively impact our results of operations through, among other things, the
incurrence of debt to finance an acquisition, non-cash write-offs of goodwill or intangibles or increased amortization expenses in connection with intangible assets. For
example, for the period from January 1, 2006 to August 22, 2006, we recorded a $2,364 million pre-tax
non-cash impairment charge (audited), primarily relating to the difference between the price at which Travelport was sold to Blackstone and the historical carrying value of Travelport's
net assets.

We rely upon 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 depend upon the use of sophisticated information technologies and systems, including technologies and systems utilized for
reservation systems, communications, procurement and administrative systems. As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure
to offer an increasing number of customers and travel suppliers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and
infrastructure. Our future success also depends on our ability to adapt to rapidly changing technologies in our industry, particularly the increasing use of Internet-based products and services, to
change our services and infrastructure so they address evolving industry standards, and to improve the performance, features and reliability of our services in response to competitive service and
product offerings and the evolving demands of the marketplace. We believe that Octopus is currently being outperformed in the market for a number of reasons, such as the lack of
user-friendly features on the Octopus website found on other competitors sites and the lack of flexible pricing options, options which are available on competitor sites.

It
is possible that, if we are not able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our
competitors or in a cost-effective manner, our business and operations could be materially adversely affected. Also, we may not achieve the benefits anticipated or required from any new
technology or system, or be able to devote financial resources to new technologies and systems in the future.

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System interruptions and slowdowns may cause us to lose customers or business opportunities or to incur liabilities.

Our inability to maintain and improve our information technology systems and infrastructure may result in system interruptions and
slowdowns. We have experienced system interruptions in the past. System interruptions and slow delivery times, unreliable service levels, prolonged or frequent service outages, or insufficient
capacity may prevent us from efficiently providing services to our customers, which could result in us losing customers and revenue, or incurring liabilities. In addition to the risks from inadequate
maintenance or upgrading, our information technologies and systems are vulnerable to damage or interruption from various causes, including:



We
do not have backup systems for certain critical aspects of our operations, some systems are not fully redundant and our disaster recovery plan is limited and may not be sufficient in
the event of a disaster. In addition, we may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a
material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems, or any substantial loss of data, could significantly
curtail our ability to conduct our businesses and generate revenue.

We are dependent upon software, equipment and services provided by third parties.

We are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our businesses. In
the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the
provision and/or management of software, equipment or services are terminated, we may not be able to find alternative services, equipment or software on a timely basis or on commercially reasonable
terms or be able to do so without significant cost or disruptions to our businesses and our relationships with our customers may be adversely impacted. During 2007, we experienced system outages
arising from services that were provided by one of our key third party providers. The failure to obtain these arrangements may have a material adverse effect on our business, financial condition
and/or results of operations.

We rely on third party national distribution companies to market our GDS services in certain regions.

Our GDSs utilize third party, independently owned and managed national distribution companies ("NDCs") to market GDS products and
distribute and provide GDS services in certain countries, including Austria, Dubai, Egypt, Greece, Hungary, India, Jordan, Kuwait, Lebanon, Pakistan, Saudi Arabia, Syria, Turkey, United Arab Emirates
and Yemen, as well as many other countries in Africa. In Asia, where many national carriers own one of our competitors, we often use local companies to act as our GDS distributor. In connection with
our NDC in the Middle East, we received a termination notice effective as of December 31, 2008. As a result, we expect our agreement with this NDC to terminate at

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the
end of 2008. We are currently considering either entering into a new NDC relationship with a third party or establishing our own sales and marketing organization in that region.

We
rely on our NDCs and the manner in which they operate their business to develop and promote our global GDS business. Our top ten NDCs generated approximately $278 million, or
15% of our revenue, for the year ended December 31, 2007. We pay each of our NDCs a commission relative to the number of segments booked in its region. The NDCs are independent business
operators, are not our employees, and we do not exercise control over their day-to-day operations. We provide training and support to the NDCs, but the success of their
marketing efforts and the quality of the services they provide is beyond our control. If they do not meet our standards for distribution, our image and reputation may suffer materially and sales in
those regions could decline
significantly. In addition, any interruption in these third party services or deterioration in their performance could have a material adverse effect on our business, financial condition or results of
operations.

Trends in pricing and other terms of agreements among airlines and travel agencies have reduced, and could further reduce in the future, our revenue and margins.

A significant portion of our revenue is derived from fees paid by airlines for bookings made through our GDSs. Airlines have sought to
reduce or eliminate these fees in an effort to reduce distribution costs. One manner in which they have done so is to differentiate the content, in this case, the fares and inventory, that they
provide to us and to our GDS competitors from the content that they distribute directly themselves. In these cases, airlines provide some of their content to GDSs, while withholding other content,
such as lower cost "web" fares, for distribution via their own supplier.com websites unless the GDSs agree to participate in a cost reduction program. Certain airlines have also threatened to withdraw
content, in whole or in part, from individual GDSs as a means of obtaining lower booking fees, or, alternatively, to charge GDSs to access their lower cost web fares.

We
have entered into full content agreements with most major carriers in Europe, the United States and APAC, which provide us with access to the full scope of fares and inventory which
the carriers make available through direct channels, such as their own supplier.com websites, with average terms of three to seven years. We may not be able to renew these agreements on a commercially
reasonable basis or at all. If we are unable to renew these agreements, we may be disadvantaged compared to our competitors and our financial results could be adversely impacted. The full content
agreements have required us to make significant price concessions to the participating airlines. If we are required to make additional concessions to renew or extend the agreements, it could have a
material adverse effect on our business, financial condition and results of operations. Moreover, as existing full content agreements come up for renewal, there is no guarantee that the participating
airlines will continue to provide their content to us to the same extent or on the same terms as they do now. A substantial reduction in the amount of content received from the participating airlines
or changes in pricing options could also negatively affect our revenue and financial condition.

In
addition, certain GDSs, including Galileo and Worldspan, as well as Sabre and Amadeus, have implemented an alternative business and financial model for GDSs, generally referred to as
the "opt-in" model, for travel agencies. Under the "opt-in" model, travel agencies are offered the opportunity of paying a fee to the GDS or agreeing to a reduction in the
financial incentives to be paid to them by the GDS to be assured of having access to full content from participating airlines or to avoid an airline-imposed surcharge on GDS-based
bookings. The "opt-in" model was introduced in the UK and Australia and the rate of adoption by travel agencies was very high. If the "opt-in" model spreads beyond these
markets and becomes widely adopted, GDSs, including Galileo and Worldspan, could receive lower fees from the airlines. These lower fees would be only partially offset by new fees paid by travel
agencies and/or reduced inducement payments to travel agencies which would adversely affect our results of operations.

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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.

We rely significantly on our relationships with airlines, hotels and other travel suppliers. Our top ten airlines combined accounted
for approximately 38% of our revenue for the year ended December 31, 2007. Adverse changes in any of our relationships with travel suppliers or the inability to enter into new relationships
with travel suppliers could reduce the amount of inventory that we are able to offer through our GDSs, and could negatively impact the availability and competitiveness of travel products offered on
our websites. We depend on travel suppliers to enable us to offer our customers comprehensive access to travel services and products. Our arrangements with travel suppliers may not remain in effect on
current or similar terms and the net impact of future pricing options may adversely impact revenue. Travel suppliers are increasingly focused on driving on-line demand to their own
supplier.com websites and may cease to supply us with the same level of access to travel inventory in the future.

We
are in continuous dialogue with our major hotel suppliers about the nature and extent of their participation in our GDS business and our wholesale accommodation business. If hotel
occupancy rates improve to the point that our hotel suppliers no longer place the same value on our distribution systems, such suppliers may reduce the amount of inventory they make available through
our distribution channels or the amount we are able to earn in connection with hotel transactions. A significant reduction on the part of any of our major suppliers of their participation in our GDS
business or our wholesale accommodation business for a sustained period of time or a supplier's complete withdrawal could have a material adverse effect on our business, financial condition and
results of operations.

Moreover,
the airline industry has experienced a shift in industry share from full-service carriers to low-cost carriers that focus primarily on discount fares to
leisure destinations
and we expect this trend to continue. Some low-cost carriers, such as Ryanair, have not historically distributed their tickets through us or other third party intermediaries.

Further,
GTA also receives access to inventory directly from hotels at negotiated rates and then distributes the rooms for a fee to travel agencies and tour operators who then make such
inventory available to travelers. Many hotels use these types of arrangements with businesses such as GTA to dispose of excess hotel room inventory or to increase their inventory distribution. If
hotels experience increased demand for rooms, they might reduce the amount of room inventory they make available through these negotiated rate arrangements. Moreover, hotels might seek to increase the
cost of negotiated rate offerings, which may also adversely affect our business, financial condition and results of operations. In addition, several international hotel chains no longer allow
distributors, including GTA, to distribute rooms on-line that they have purchased or gained access to at a lower, "net" rate that GTA and other distributors could then mark up, instead
requiring that they distribute rooms in a manner that gives the hotel greater ability to set prices on a more real-time basis. As a result, more of our bookings may be completed under a
flexible rate model where reservations are passed through to the supplier rather than a static net rate model, which may adversely affect our revenue. In addition, GTA currently bears limited
inventory risk as it only pre-pays for a very limited number of rooms which it is allocated, and bears no risk of loss for the vast majority of rooms which are allocated to it. However, if
a significant number of hotels were no longer willing to allocate rooms to GTA without additional pre-payment, then our costs would be substantially increased if we were unable to sell
these pre-paid rooms. To the extent that other hotel chains or hotels change the terms on which they provide inventory to us, our ability to maintain or raise the current level of margins
on hotel bookings, or our ability to adjust pricing in light of market trends and other factors, may be adversely affected. Such pressures may also adversely affect our business, financial condition
and results of operations.

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We provide IT services to travel suppliers, primarily airlines, and any adverse changes in these relationships could adversely affect our business.

Through our IT services and software business, we provide travel suppliers, primarily airlines, with hosting solutions and IT
subscription services. We host and manage the reservations systems of 19 airlines worldwide and provide IT subscription services for mission critical applications in fares, pricing and
e-ticketing to 46 airlines. Adverse changes in our relationships with our IT and hosting customers or our inability to enter into new relationships with other customers could affect our
business, financial condition and results of operations. In addition, our arrangements with our customers may not remain in effect on current or similar terms and this may impact revenue.

We
host and manage the reservations systems of United, among others, and provide related services pursuant to an agreement that expires in 2013. United has announced its intention to
transition its reservations systems from us to another provider and under the terms of the agreement will be permitted to do so beginning January 1, 2010. We recognized $43.4 million of
revenue from United pursuant to this agreement in 2007.

Travel suppliers are seeking alternative distribution models, including those involving direct access to travelers, which may adversely affect our results of operations.

Travel suppliers are seeking to decrease their reliance on third party distributors, including GDSs, for distribution of their content.
For example, some travel suppliers have created or expanded commercial relationships with on-line and traditional travel agencies that book travel with those suppliers directly, rather
than through a GDS. Many airlines, hotels, car rental companies and cruise operators have also established or improved their own supplier.com websites, and may offer advantages such as bonus miles or
loyalty points, lower or no transaction or processing fees, priority waitlist clearance, e-ticketing or discounted prices for sales through these channels. In addition, metasearch websites
facilitate access to supplier.com websites by aggregating the content of those websites. Due to the combined impact of direct bookings with the airlines, supplier.com websites and other
non-GDS distribution channels, a growing number of bookings are being made without the use of a GDS at any stage in the chain between suppliers and end-customers. In the United
States, bookings made directly with the airlines accounted for approximately 54.5% of total air bookings in 2005. In Europe, in 2004, estimated direct bookings with the airlines constituted 52% of
total air bookings, while in 2005, estimated direct bookings with the airlines constituted 55.9% of total air bookings. Conversely, the airlines have made some of these offerings unavailable to
unrelated distributors, or made them available only in exchange for lower distribution fees. Some LCCs distribute exclusively through direct channels, bypassing GDSs and other third party distributors
completely, and as a result some LCCs have been enhancing their share within the travel industry. In addition, several travel suppliers have formed joint ventures or alliances that offer
multi-supplier travel distribution websites. Finally, some airlines are exploring alternative global distribution methods recently developed by new entrants to the global distribution marketplace.
Such new entrants propose technology that is purported to be less complex than traditional GDSs, and that enables the distribution of airline tickets in a manner that is more
cost-effective to the airline suppliers because no or lower inducement payments are paid to travel agencies. If these trends lead to lower participation by airlines and other travel
suppliers in our GDSs, then our business, financial condition or results of operations could be materially adversely affected.

In
addition, given the diverse and growing number of alternative travel distribution channels, such as supplier.com websites and direct connects between airlines and travel agencies, as
well as new technologies that allow travel agencies and consumers to bypass a GDS, increases in travel volumes, particularly air, may not translate in the same proportion to increases in volumes
passing through our GDSs.

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Consolidation in the travel industry may result in increased expenses, lost bookings and reduced revenue.

Consolidation among travel suppliers, including airline mergers and alliances, including the proposed joint venture among members of
the SkyTeam alliance, may increase competition from distribution channels related to those travel suppliers and place more negotiating leverage in the hands of those travel suppliers to attempt to
further lower booking fees and lower commissions. Changes in ownership of travel agencies may also cause them to direct less business towards us. If we are unable to compete effectively, competitors
could divert travel suppliers and travel agencies away from our travel distribution channels which could adversely affect our results of operations.

Consolidation
among travel agencies and competition for travel agency customers may also adversely affect our results of operations, since we compete to attract and retain travel agency
customers. Reductions in commissions paid by some travel suppliers, such as airlines, to travel agencies contribute to travel agencies having a greater dependency on traveler-paid service
fees and GDS-paid inducements and may contribute to travel agencies consolidating. Consolidation of travel agencies increases competition for these travel agency customers and increases
the ability of those travel agencies to negotiate higher GDS paid inducements. In addition, a decision by airlines to surcharge the channel represented by travel agencies, for example by surcharging
fares booked through travel agencies or passing on charges to travel agencies, could have an adverse impact on our business, particularly in regions in which our GDSs are a significant source of
bookings for an airline choosing to impose such surcharges. To compete effectively, we may need to increase inducements, pre-pay inducements or increase spending on marketing or product
development.

In
addition, any consolidation among the airlines for which we provide hosting systems could impact our hosting business depending on the manner of any such consolidation and the hosting
system on which the airlines choose to consolidate.

We have identified a material weakness in our internal controls over financial reporting that, if not corrected, could result in material misstatements in our financial
statements.

We are not currently required to comply with Section 404 of the Sarbanes Oxley Act of 2002, and are therefore not required to
make an assessment of the effectiveness of our internal controls over financial reporting for that purpose. However, in connection with the audit of our financial statements for the year ended
December 31, 2007, we have identified certain deficiencies in our internal controls over financial reporting that resulted in errors in our previously issued financial statements. We concluded
that such deficiencies constitute a material weakness under standards established by the Public Company Accounting Oversight Board ("PCAOB").

The
PCAOB defines a material weakness as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement
of our annual or interim financial statements will not be prevented or detected by our employees. A significant deficiency is defined as a control deficiency, or a combination of control deficiencies,
that adversely affects the company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that
there is more than a remote likelihood that a misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. A control
deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a
timely basis. A deficiency in design exists when:



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A
deficiency in operation exists when a properly designed control does not operate as designed, or when the person performing the control does not possess the necessary authority or
qualifications to perform the control effectively.

The
material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency
subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. These control deficiencies resulted in
errors in certain account balances, resulting in an overstatement of revenue and an understatement of financial assistance expense.

We
are in the process of implementing changes to strengthen our internal controls. Additional measures may be necessary and the measures we expect to take to improve our internal
controls may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that such a material weakness or other material weaknesses would not
result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses or significant deficiencies may be identified in the future. If we are unable to
correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the required time periods will be
adversely affected. This failure could cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially
and adversely impact our business and financial condition.

Our businesses are highly regulated and any failure to comply with such regulations or any changes in such regulations could adversely affect us.

We operate in a highly regulated industry. Our businesses, financial condition and results of operations could be adversely affected by
unfavorable changes in or the enactment of new laws, rules and/or regulations applicable to us, which could decrease demand for products and services, increase costs or subject us to additional
liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities
could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing
requirements or any interpretation of such requirements by the regulatory authority. Our failure to comply with any of these requirements or interpretations could have a material adverse effect on our
operations.

Our
consumer and retail distribution channels are subject to laws and regulations relating to sales and marketing activities, including those prohibiting unfair and deceptive advertising
or practices. Our travel services are subject to regulation and laws governing the offer and/or sale of travel products and services, including laws requiring us to be licensed or bonded in various
jurisdictions and to comply with certain disclosure requirements. As a seller of air transportation products in the United States, we are also subject to regulation by the US Department of Transport,
which has authority to enforce economic regulations, and may assess civil penalties or challenge our operating authority.

In
addition, the European Commission is engaged in a comprehensive review of EU regulations governing GDSs. The European Commission adopted a proposal for a revision of the Computer
Reservation System regulation on November 15, 2007. It is unclear at this time when new regulations will be enacted and what changes, if any, will finally be made to the current EU regulations.
Because a number of large European airlines retain ownership interests in one GDS, we could be adversely affected if, for example, current rules for airlines that own an interest in a GDS to
participate equally in other GDSs were eliminated or interpreted differently. We could also be adversely affected in Europe or elsewhere if restrictions were imposed or continued on advertising and
displays, or if additional limitations were placed upon our right to contract with travel agents or airlines. Further, we

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could
be adversely affected if changes to the regulations, changes in interpretations of the regulations, or new regulations increase our cost of doing business or lower our revenues, limit our
ability to sell marketing data, establish relationships with travel agencies, airlines, or others, impair the enforceability of existing agreements with travel agencies and other users of our system,
prohibit or limit us from offering services or products, or limit our ability to establish or change fees. Although regulations governing GDSs have been lifted in the United States, continued
regulation of GDSs in the European Union and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different
regulatory regimes.

Our
failure to comply with these laws and regulations may subject us to fines, penalties and potential criminal violations. Any changes to these laws or regulations or any new laws or
regulations may make it more difficult for us to operate our businesses and may have a material adverse effect on our operations. We do not currently maintain a central database of regulatory
requirements affecting our worldwide operations and, as a result, the risk of non-compliance with the laws and regulations described above is heightened.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing
views of personal privacy rights or security breaches.

In
the processing of our travel transactions, we receive and store a large volume of personally identifiable information ("PII"). This information is increasingly subject to legislation
and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal information, including credit card information that is collected,
processed and transmitted in or from the governing jurisdiction.

We
could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their
legislation or regulations in ways that negatively affect our business. For example, government agencies in the United States have implemented initiatives to enhance national and aviation security in
the United States, including the Transportation Security Administration's Secure Flight program, a passenger screening program, which was first introduced in 2004 but then temporarily suspended in
2006 because of security and privacy concerns. The program is intended to compare passenger information from passenger name records ("PNR") against watch lists maintained by the US government. In
April 2005, as a result of the terrorist attacks of September 11, Advance Passenger Information System ("APIS") requirements were established in the United States, requiring air carriers to
submit pre-departure APIS information on passengers flying into, out of, within and over the United States, to the US government. Under current rules, an air carrier is not permitted to
board a passenger until the passenger has been pre-cleared by US Customs and Border Protection. These initiatives primarily affect airlines. However, to the extent that the airlines
determine the need to define and implement standards for data that is either not structured in format or is not currently supplied by our businesses, we could be adversely affected. In June 2007, the
European Union and the United States signed a seven-year accord that compels airlines to provide to the US government PNR on passengers flying from Europe to the United States. On
November 6, 2007, the European Commission adopted a framework proposal that would establish a PNR system for EU Member States, similar to the PNR system agreed with the United States, but with
some notable differences. Under the current EU proposal, only flights into and out of Member States would be affected (and not flights within Member States), additional data fields would be required
to be collected, including information on unaccompanied minors, and each of the 27 Member States would be required to come up with their own method for storing and analysing PNR data, in contrast to
the United States, where all data is stored and analyzed by the US Homeland Security Department. This may result in conflicting legal requirements with respect to data handling and, in turn, affect
the types and format of data currently supplied by our businesses.

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Travel
businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection
have become more sensitive issues, we may also become exposed to potential liabilities in relation to our handling, use and disclosure of travel related data, as it pertains to the individual, as a
result of differing views on the privacy of such data. These and other privacy concerns, including security breaches, could adversely impact our business, financial condition and results of
operations.

We are exposed to risks associated with on-line commerce security and credit card fraud.

The secure transmission of confidential information over the Internet is essential in maintaining travel supplier confidence in our
services. Substantial or ongoing security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. Our travel
suppliers currently require end customers to guarantee their transactions with their credit card on-line. We rely on licensed encryption and authentication technology to effect secure
transmission of confidential end customer information, including credit card numbers. It is possible that advances in computer capabilities, new discoveries or other developments could result in a
compromise or breach of the technology that we use to protect customer transaction data.

We
incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches. We may be
unsuccessful in implementing remediation plans to address potential exposures. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security
systems could also obtain proprietary information or cause significant interruptions in our operations. Security breaches could also damage our reputation and expose us to a risk of loss or litigation
and possible liability. Security breaches could also cause our current and potential travel suppliers to lose confidence in our security, which would have a negative effect on the demand for our
products and services.

Moreover,
public perception concerning security and privacy on the Internet could adversely affect end customers' willingness to use websites for travel services. A publicized breach of
security, even if it only affects other companies conducting business over the Internet, could inhibit the use of on-line payments and, therefore, our services as a means of conducting
commercial transactions.

Our sponsors control us and may have conflicts of interest with us or the holders of our bonds in the future.

Investment funds associated with or designated by affiliates of Blackstone, TCV and OEP, or our Sponsors, beneficially own
substantially all of the outstanding voting shares of our ultimate parent company. As a result of this ownership, the Sponsors are entitled to elect all of our directors, to appoint new management and
to approve actions requiring the approval of the holders of our outstanding voting shares as a single class, including adopting most amendments to our articles of incorporation and approving or
rejecting proposed mergers or sales of all or substantially all of our assets, regardless of whether noteholders believe that any such transactions are in their own best interests. Through control of
us, the Sponsors control us and all of our subsidiaries.

The
interests of the Sponsors may differ from holders of our bonds in material respects. For example, if we encounter financial difficulties or are unable to pay our debts as they
mature, the interests of the Sponsors and their affiliates, as equity holders, might conflict with the interests of our noteholders. The Sponsors and their affiliates may also have an interest in
pursuing acquisitions, divestitures, financings (including financings that are senior to the senior subordinated notes) or other transactions that, in their judgment, could enhance their equity
investments, even though such transactions might involve risks to holders of our bonds. Additionally, the indentures governing the notes permit us to pay advisory fees, dividends or make other
restricted payments under certain circumstances, and the Sponsors may have an interest in our doing so. For example, borrowings under our revolving credit facility and a portion of the proceeds from
asset sales may be used for such purposes.

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The Sponsors and their affiliates are in the business of making investments in companies, and may from time to time in the future, acquire interests in businesses that directly or
indirectly compete with certain portions of our business or are suppliers or customers of ours. The Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as
a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsors continue to indirectly own a significant amount of the
outstanding shares of our common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions.

We are subject to additional risks as a result of having global operations.

We operate in 145 countries. The principal risks to which we are subject as a result of having global operations
are:



Government regulation could impose taxes or other burdens on us, which could increase our costs or decrease demand for our products.

We rely upon generally available interpretations of tax laws and regulations in the countries in which we operate and for which we
provide travel inventory. We cannot be certain that these interpretations are accurate or that the responsible taxing authority is in agreement with our views. The imposition of additional taxes could
cause us to have to pay taxes that we currently do not collect or pay or increase the costs of our products or services to track and collect such taxes which would increase our costs of operations.

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

Our success and ability to compete depend, in part, upon our technology and other intellectual property, including our brands. Among
our significant assets are our software and other proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, trade secrets,
confidentiality procedures and contractual provisions to protect these assets. Our software and related documentation are protected principally under trade secret and copyright laws, which afford only
limited protection. Unauthorized use and misuse of our intellectual property could have a material adverse effect on our business, financial condition and results of operations, and

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there
can be no assurance that our legal remedies would adequately compensate us for the damage caused by unauthorized use.

Intellectual
property challenges have been increasingly brought against members of the travel industry. We have in the past and may in the future need to take legal actions to enforce
our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any future legal action might result in substantial costs and
diversion of resources and management attention.

Third parties may claim that we have infringed their intellectual property rights, which could expose us to substantial damages and restrict our operations.

We have faced and in the future could face claims that we have infringed the patents, copyrights, trademarks or other intellectual
property rights of others. In addition, we may be required to indemnify travel suppliers for claims made against them. Any claims against us or them could require us to spend significant time and
money in litigation or pay damages. Such claims could also delay or prohibit the use of existing, or the release of new, products, services or processes, and the development of new intellectual
property. We could be required to obtain licenses to the intellectual property that is the subject of the infringement claims and resolution of these matters may not be available on acceptable terms
or at all. Intellectual property claims against us could have a material adverse effect on our business, financial condition and results of operations, and such claims may result in a loss of
intellectual property protections that relate to certain parts of our business.

We may become involved in legal proceedings and may experience unfavorable outcomes, which could harm us.

We are not currently, nor have we been, involved in any governmental, legal or arbitration proceedings which may have or have had
during the year ended December 31, 2007 a significant effect on our financial position or profitability, and we are not aware of any such proceedings pending or threatened by or against us.
However, we may in the future become subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices,
intellectual property and other commercial and tax matters. Such legal proceedings could involve claims for substantial amounts of money or for other relief or might necessitate changes to our
business or operations and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material
adverse effect on our business, financial position and results of operations.

Our ability to attract, train and retain senior management and other qualified employees is crucial to our results of operations and future growth.

We depend significantly on the continued service and performance of our senior management and skilled personnel, particularly our
professionals with experience in our business and operations, including our information technology and systems and the GDS industry. Any of these individuals may choose to terminate their employment
with us at any time, subject to any notice periods. The specialized skills we require are difficult and time-consuming to acquire and, as a result, such skills are and are expected to
remain in limited supply. It requires a long time to hire and train replacement personnel. An inability to hire, train and retain a sufficient number of qualified employees could materially hinder our
business by, for example, delaying our ability to bring new products and services to market or impairing the success of our operations. Even if we are able to maintain our employee base, the resources
needed to attract and retain such employees may adversely affect our profits, growth and operating margins.

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Fluctuations in the exchange rate of the US dollar and other currencies may adversely impact our results of operations.

Our results of operations are reported in US dollars. While most of our revenue is denominated in US dollars, a portion of our revenue
and costs, including interest obligations on a portion of our senior secured credit facilities and on our senior euro-denominated notes and senior subordinated euro-denominated
notes, is denominated in other currencies, such as pounds sterling, the euro and the Australian dollar. As a result, we face exposure to adverse movements in currency exchange rates. The results of
our operations and our operating expenses are exposed to foreign exchange rate fluctuations as the financial results of those operations are translated from local currency into US dollars upon
consolidation. If the US dollar weakens against the local currency, the translation of these foreign currency based local operations will result in increased net assets, net revenue, operating
expenses, and net income or loss. Similarly, our local currency based net assets, net revenue, operating expenses, and net income or loss will decrease if the US dollar strengthens against local
currency. Additionally, transactions denominated in currencies other than the functional currency may result in gains and losses that may adversely impact our results of operations.

We have a limited operating history as an independent group and our historical and pro forma financial information is not necessarily representative of the results we would
have achieved as an independent group and may not be a reliable indicator of our future results.

The historical financial information prior to August 22, 2006 included in this Annual Report on Form 10-K/A
does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as an independent group during the periods presented or those that we will achieve
in the future. Until August 2006, our businesses were operated by Cendant (now known as Avis Budget Group, Inc.) as part of its broader corporate organization, rather than as an independent
group. Cendant or one of its affiliates historically performed various corporate functions for us, including, but not limited to, tax administration, certain governance functions (including compliance
with the Sarbanes-Oxley Act of 2002 and internal audit) and external reporting. Our historical and pro forma financial results reflect allocations of corporate expenses from Cendant for these and
similar functions. These allocations are less than the comparable expenses we believe we would have incurred had we operated as an independent group.

We are contractually obliged to indemnify Avis Budget for certain taxes relating to our separation from Avis Budget.

Our separation from Avis Budget involved a restructuring of our business whereby certain of our non-US subsidiaries were
separated independently of our separation from Avis Budget. It is possible that the independent separation of these non-US subsidiaries could give rise to an increased tax liability for
Avis Budget that would not have existed had these non-US subsidiaries been separated with us. In order to induce Avis Budget to approve the separation structure, we agreed to indemnify
Avis Budget for any increase in Avis Budget's tax liability resulting from the structure. We made a payment to Avis Budget of approximately $6 million under the indemnity during the fourth
quarter of 2007. We are not able to predict the amount of any future additional tax liability that we may be required to pay. Pursuant to a tax sharing agreement entered into with respect to its
initial public offering, Orbitz Worldwide is required to indemnify us for 29% of any such tax-related liability. To the extent that our obligation to indemnify Avis Budget subjects us to
additional costs, such costs would be treated as an adjustment to the purchase price that we paid to Avis Budget, increasing tax-deductible goodwill, and could significantly and negatively
affect our financial condition.

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Risks Related to Our Indebtedness

We have a substantial level of indebtedness which may have an adverse impact on us.

We are highly leveraged. As of December 31, 2007, our total indebtedness was approximately $3.8 billion. We also have an
additional $300 million available for borrowing under our revolving credit facility. In addition, we maintain a $150 million synthetic letter of credit facility under our senior secured
credit facilities and the option to raise incremental senior secured credit facilities of up to $500 million. As of December 31, 2007, we had issued approximately $134 million in
letters of credit under our synthetic letter of credit facility. Pursuant to our Separation Agreement with Orbitz Worldwide, we maintain letters of credit under our synthetic letter of credit facility
on behalf of
Orbitz Worldwide. As of December 31, 2007, we had commitments of approximately $74 million in letters of credit outstanding on behalf of Orbitz Worldwide.

Our
substantial level of indebtedness could have important consequences for us, including:



Despite
our substantial level of indebtedness, our debt agreements allow us to incur significant additional indebtedness in the future in certain circumstances if we meet certain
conditions. If we incur additional indebtedness, the related risks that we now face would increase.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our senior secured credit agreement and the indentures governing our notes contain various covenants that limit our ability to engage
in specified types of transactions. These covenants limit our and our subsidiaries' ability to, among other things:



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In
addition, under the senior secured credit agreement, we are required to satisfy and maintain a maximum total leverage ratio. Our ability to meet that financial ratio can be affected
by events beyond our control, and we may not be able to meet that ratio. A breach of any of these covenants could result in a default under the senior secured credit agreement and the indentures
governing our notes. Upon the occurrence of an event of default under the senior secured credit agreement, the lenders could elect to declare all amounts outstanding under the senior secured credit
agreement to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the senior secured credit agreement
could proceed against the collateral granted to them to secure that indebtedness. We pledged a significant portion of our assets as collateral under our senior secured credit agreement. If the lenders
under the senior secured credit agreement accelerate the repayment of borrowings, we cannot assure that we will have sufficient assets to repay the senior secured credit agreement as well as our
unsecured indebtedness, including our notes.

Despite our high indebtedness level, we and our subsidiaries may still be able to incur significant additional amounts of debt, which could further exacerbate the risks
associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures do not
fully prohibit us or our subsidiaries from doing so. In addition to the $300 million available for borrowing under the revolving credit facility and the $16 million available under our
$150 million synthetic letter of credit facility under our senior secured credit facilities, both as of December 31, 2007, we have the right to add incremental term loan
facilities or to increase commitments under the revolving credit facility up to an aggregate amount of $500 million. All of those borrowings and any other secured indebtedness permitted under
the senior credit agreement and the indentures are effectively senior to our notes and the subsidiary guarantees. If new debt is added to our and our subsidiaries' existing debt levels, the related
risks that we now face would increase. In addition, the indentures governing the notes do not prevent us from incurring obligations that do not constitute indebtedness.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.    PROPERTIES

Headquarters and Corporate Offices

Our corporate headquarters are located in Parsippany, New Jersey under a lease with a term of ten years which expires in November 2016.
We also have a corporate office located in New York under a lease with a term of four years which expires in April 2011.

Operations

The global headquarters for our GDS business are located in Langley, United Kingdom under a lease with a term of 15 years which
expires in June 2017. The US headquarters for our GDS business are located in Atlanta, Georgia under a lease with a term of ten years which expires in December 2014.

The
global headquarters for our GTA business are located in London, United Kingdom under a lease with a term of 15 years which expires in June 2022.

In
addition, we have leased facilities in over 40 countries that function as call centers or fulfilment or sales offices. Our GDS product development centers are located in owned space
in Denver, Colorado and leased offices in Kansas City, Missouri under a lease expiring in July 2010.

32

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Data Centers

We own a data center located in Denver, Colorado. We also operate a data center out of leased facilities in Atlanta, Georgia pursuant
to a lease that expires in August 2022. The Atlanta facility is leased from Delta. We will be moving our systems infrastructure and web and database servers for our Galileo GDS operations from our
Denver facility to the Atlanta facility, which supports our Worldspan operations, with the migration scheduled to begin in August 2008. The Atlanta data center powers travel agency terminals and
Internet travel websites and provides access 24 hours a day, seven days a week, 365 days a year. The facility is a hardened building housing two data centers; one used by us and the
other used by Delta Technology (a subsidiary of Delta). We each have equal space and infrastructure at the Atlanta facility. Our Atlanta data center comprises 94,000 square feet of raised floor space,
27,000 square feet of office space and 39,000 square feet of facilities support area.

The
table below provides a summary of our key facilities.

Location

Purpose

Leased/ OwnedParsippany, New Jersey

Corporate Headquarters

LeasedNew York, New York

Corporate Offices

LeasedLangley, United Kingdom

GDS Global headquarters

LeasedAtlanta, Georgia

GDS US Headquarters

LeasedLondon, United Kingdom

GTA Global Headquarters

LeasedAtlanta, Georgia

Application Development and Data Center

LeasedDenver, Colorado

Application Development and Data Center

OwnedKansas City, Missouri

GDS Product Development Center

Leased


We
believe that our properties are sufficient to meet our present needs, and we do not anticipate any difficulty in securing additional space, as needed, on acceptable terms.

ITEM 3.    LEGAL PROCEEDINGS

We are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of
the matters in which we are currently
involved will have a material adverse effect on our financial condition or on the results of our operations.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

33

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

We are a wholly-owned subsidiary of Travelport Holdings Limited. There is no public trading market for our common stock.

We
have never paid any cash dividends on our common stock.

ITEM 6.    SELECTED FINANCIAL DATA

The
following table presents our selected historical financial data. The statement of operations data and the statement of cash flows data for the year ended December 31, 2005 and
the periods January 1, 2006 through August 22, 2006 and July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007 and the balance
sheet data as of December 31, 2006 and 2007 have been derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data as of
December 31, 2003, 2004 and 2005 and the statement of operations data and statement of cash flows data for the years ended December 31, 2003 and 2004 are derived from audited financial
statements that are not included in this Annual Report on Form 10-K.

On
August 23, 2006, Travelport completed the acquisition of the Travelport businesses of Cendant Corporation (now known as Avis Budget Group, Inc.) (the "Acquisition"). Prior to
the Acquisition, the Company's operations were limited to entering into derivative transactions related to the debt that was subsequently issued. As a result, the Travelport businesses of Avis Budget
Group, Inc. are considered a predecessor company (the "Predecessor") to Travelport. The financial statements as of December 31, 2006 and for the period July 13, 2006 (Formation
Date) to December 31, 2006 and the year ended December 31, 2007 include the financial condition, results of operations and cash flows for Travelport on a successor basis (the "Company"),
reflecting the impact of the preliminary purchase price allocation.

On
August 21, 2007, the Company acquired 100% of Worldspan Technologies Inc. ("Worldspan") for approximately $1.3 billion in cash and other consideration. Worldspan
is a provider of electronic distribution of travel information services serving customers in more than 60 countries worldwide and its results are included as part of the Company's GDS segment from the
acquisition date forward.

The
Company was the sole owner of Orbitz Worldwide, Inc. ("Orbitz Worldwide") until July 25, 2007 when Orbitz Worldwide sold approximately 41% of its shares of common stock
upon completing its initial public offering. The Company continued to consolidate the results of Orbitz Worldwide until October 31, 2007 when, pursuant to an internal restructuring, the Company
transferred approximately 11% of the then outstanding equity in Orbitz Worldwide out of the Company. As a result of this transaction, effective October 31, 2007, the Company no longer
consolidates Orbitz Worldwide, and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

The
selected historical financial data presented below should be read in conjunction with our financial statements and accompanying notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K/A. Our
historical financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated
as a separate, stand-alone entity during the periods presented, including changes that will occur in our operations and capitalization as a result of the Acquisition. The following selected historical
financial data gives effect to the restatement as described in Note 2Restatement to the financial statements.

34

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Predecessor (Combined)

Company (Consolidated)Year Ended December 31,

Period
from
January 1,
through
August 22,

Period from
July 13,
(formation
date)
through
December 31,

Year Ended
December 31,dollars in millions

2003

2004

2005

2006

2006

2006
combined

2007Statement of Operations Data(1):Net revenue

$
1,636

$
1,737

$
2,385

$
1,693

$
823

$
2,516

$
2,780Total costs and expenses


1,293


1,395


2,477


3,933


828


4,761


2,798Operating income (loss)


343


341


(92
)

(2,240
)

(5
)

(2,245
)

(18
)Interest expense, net


(2
)

(7
)

(27
)

(39
)

(150
)

(189
)

(373
)Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments


341


335


(119
)

(2,279
)

(155
)

(2,434
)

(391
)(Provision) benefit for income taxes


(75
)

(85
)

76


116


(3
)

113


(41
)Minority interest, net of tax




















3Equity in losses of investments, net








(1
)

(1
)

(1
)

(2
)

(4
)Income (loss) from continuing operations, net of tax


266


250


(44
)

(2,164
)

(159
)

(2,323
)

(433
)Loss from discontinued operations, net of tax





(1
)

(6
)

(6
)

(2
)

(8
)

(1
)Gain (loss) on disposal of discontinued operations, net of tax











(6
)

8


2


(6
)Net income (loss)

$
266

$
249

$
(50
)
$
(2,176
)
$
(153
)
$
(2,329
)
$
(440
)Balance Sheet Data (at period end)(1):Total assets

$
4,124

$
6,031

$
8,020




$
6,138




$
6,150Long-term debt








352





3,623





3,751Total liabilities


546


1,018


1,835





5,372





5,264Total shareholders' equity


3,578


5,013


6,185





766





886Statement of Cash Flows Data(1):Net provided by (used in) continuing operations of:Operating activities

$
361

$
381

$
546

$
268

$


$
268

$
224Investing activities


(345
)

(1,575
)

(2,123
)

84


(4,310
)

(4,226
)

(1,141
)Financing activities


(9
)

1,213


1,653


(382
)

4,394


4,012


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


1





(36
)

8


2


10


4Other Financial Data:Ratio of earnings to fixed charges(2)


27.9x


17.4x


n/a


n/a


.04x


n/a


.06x


---

35

---



Selected Quarterly Financial Data-(unaudited)

Provided below is selected unaudited quarterly financial data for 2006 and 2007.

2006Predecessor (Combined)

Company (Consolidated)dollars in millions

First

Second

July 1,
through
August 22,

July 13,
(formation
date) through
September 30,

FourthNet revenue

$
629

$
686

$
378

$
240

$
583Income (loss) from continuing operations before depreciation, amortization, interest, income taxes and minority interest


106


(1,070
)

(1,153
)

11


61Net income (loss)


48


(1,059
)

(1,165
)

(73
)

(80
)




2007First

Second

Third

Fourth(1)Net revenue

$
666

$
715

$
754

$
645Income (loss) from continuing operations before depreciation, amortization, interest, income taxes and minority interest


102


121


159


(152
)Net loss


(34
)

(22
)

(50
)

(334
)


---

36

---





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 financial condition covers periods prior
to the consummation of the Acquisition. Accordingly, the discussion and analysis of historical periods does not reflect the significant impact that the Acquisition will have on us, including
significantly increased leverage and liquidity requirements, new stand-alone costs, as well as cost savings initiatives (and related costs) to be implemented in connection with the Transactions. You
should read the following discussion of our results of operations and financial condition with the audited financial statements appearing elsewhere in this Form 10-K/A. This
discussion contains forward-looking statements and involves numerous risks and uncertainties, including those risk factors set forth under "Risks Related to Our Business" included elsewhere in this
Form 10-K/A. Actual results may differ materially from those contained in any forward-looking statements. The following management's discussion and analysis of financial condition and results of
operations is as of the original filing date and does not reflect any subsequent information or events other than the restatement as described in Note 2Restatement to the financial
statements. Unless otherwise noted, all dollar amounts are in millions.

Overview

Travelport is a broad-based business services provider to companies operating in the global travel industry, an industry that generated
US$1.2 trillion in revenue in 2006. We provide critical business services to travel and travel-related businesses through our comprehensive
global portfolio of businesses that span the full spectrum of travel distribution channels. We believe that we are one of the most diversified travel distribution companies in the world both
geographically and in the scope of services we provide.

Our
business operations consist primarily of businesses organized under the following three segments:

GDSComprised of the electronic travel distribution services of Galileo, and as of August 21, 2007, of Worldspan. Our
GDSs connect travel suppliers to travel agencies, who in turn distribute travel and travel-related products and services to their customers. In addition, our GDS business includes supplier services
offerings, including airline reservations and hosting, Global Fares and Shepherd Systems.

GTAComprised of Gullivers Travel Associates, a wholesaler of accommodation and destination services, and OctopusTravel, which
provides travel products and services largely to affiliate business partners, such as airlines, financial institutions and travel portals, and services directly to consumers.

Orbitz WorldwideComprised of businesses that offer travel products and services directly to consumers, largely through online
travel agencies, including Orbitz, CheapTickets, ebookers, Flairview Travel, and Orbitz Worldwide's corporate travel business.

On
October 31, 2007, in connection with an internal restructuring, the Company transferred approximately 9.1 million shares, or approximately 11% of the then outstanding
equity, of Orbitz Worldwide, out of the Company. No shares of Orbitz Worldwide were sold on the open market. As a result of this transaction, the Company no longer consolidates Orbitz Worldwide,
effective October 31, 2007, and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

Critical Accounting Policies

In presenting the Company's financial statements in conformity with GAAP, the Company is required to make estimates and assumptions
that affect the amounts reported therein. Several of the estimates and assumptions required relate to matters that are inherently uncertain as they pertain to future events. However, events that are
outside of the Company's control cannot be predicted and, as

37

---



such,
they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to the
Company's results of operations, financial position and liquidity. The Company believes that the estimates and assumptions used when preparing the Company's financial statements were the most
appropriate at that time. Presented below are those accounting policies that the Company believes require subjective and complex judgments that could potentially affect reported results. The Company
believes these accounting policies are applicable to both the Company and the Predecessor. However, the majority of the Company's businesses operate in environments where a fee is paid for a service
performed, and therefore the results of the majority of its recurring operations are recorded in the Company's financial statements using accounting policies that are not particularly subjective, nor
complex.

Global Distribution System Revenue Recognition

Fees are collected from travel suppliers based upon the bookings made by travel agencies, internet sites and other subscribers. The
Company also collects fees from travel agencies, internet sites and other subscribers for providing the ability to access schedule and fare information, book reservations and issue tickets for air
through the use of the Company's GDSs. The Company's GDSs record revenue for air travel reservations processed through the Galileo and Worldspan GDSs at the time of the booking of the reservation. In
cases where the airline booking is cancelled, the booking fee must be refunded to the customer less any cancellation fee. As a result, the Company records revenue net of any estimated future
cancellation reserve, which is calculated based on the historical cancellation rates. When the Company determines the estimate of future cancellations, the Company assumes that a significant number of
cancellations are immediately replaced with a new reservation, without loss of revenue. This assumption, which is supported by the historical rates of cancellations that resulted in a new reservation,
has a significant impact on the amount reserved. In circumstances where expected cancellation rates increased or booking behavior changed, future cancellation estimates could be increased materially
and, as a result, revenue decreased by a corresponding amount. The Company's GDSs distribute their products through a combination of owned sales and marketing organizations, or SMOs, and a network of
non-owned national distribution companies, or NDCs. The NDCs are used in markets where the Company does not have its own SMOs to distribute its products. In cases where NDCs are owned by
airlines, the Company may
pay a commission to the NDCs/airlines for the sales of distribution services to the travel agencies and also receive revenue from the same NDCs/airlines for the sales of segments through Galileo and
Worldspan. The Company accounts for the fees received from the NDCs/airlines as revenue, and commissions paid to NDCs/airlines as cost of revenue. Fees received and commissions paid are presented on
the statement of operations on a gross basis, as the benefits derived from the sale of the segment are sufficiently separable from the commissions paid.

Accounts Receivable

The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company
is aware of a specific customer's inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company or others), the Company records a specific
reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. For all other customers, the Company recognizes reserves for bad debts based on past
write-off history (average percentage of receivables written off historically) and the length of time the receivables are past due. Overall, airlines are experiencing financial difficulty,
and some have sought bankruptcy protection and still others may consider bankruptcy relief. The Company believes that it has appropriately considered the effects of these factors as of the date of the
financial statements, as well as any other known customer liquidity issues, or the ability of customers to pay amounts owed. However, if demand for commercial air travel softens due to prevailing
economic conditions, terrorist acts, war or other incidents involving commercial air transport or other factors, the

38

---



financial
condition of customers may be adversely impacted. The allowance is based on the assessment of the collectibility of customer accounts. The Company regularly reviews the allowance by
considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay.

Business Combinations and the Recoverability of Goodwill and Indefinite and Definite Long-Lived Intangible Assets

A component of the Company's growth strategy has been to acquire and integrate businesses that complement the Company's existing
operations. The Company accounts for business combinations in accordance with SFAS No. 141, "Business Combinations," and related literature. Accordingly, the purchase price of acquired
companies is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair value at the date of purchase. The difference between the purchase price
and the fair value of the net assets acquired is recorded as goodwill. In determining the fair value of assets acquired and liabilities assumed in a
business combination, the Company uses various recognized valuation methods including present value modelling and referenced market values (where available). Further, the Company makes assumptions
within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management. The Company believes that the estimated fair value assigned to the
assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ
from those estimates. With regard to goodwill and other indefinite-lived intangible assets recorded in connection with business combinations, the Company reviews the carrying values annually or more
frequently if circumstances indicate impairment may have occurred, as required by SFAS No. 142 "Goodwill and Other Intangible Assets." In performing this review, the Company is required to make
an assessment of fair value of goodwill and other indefinite-lived intangible assets. When determining fair value, the Company utilizes various assumptions, including projections of future cash flows
and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could cause the fair value to be less than the respective carrying amount.
In such event, the Company would then be required to record a charge, which would impact earnings. In connection with certain corporate transactions, the Company was required to test the carrying
value of goodwill and indefinite-lived assets for impairment. The Company normally performs an annual impairment testing in the fourth quarter of each year subsequent to completing its annual
forecasting process. In performing this test, the Company determines fair value using the present value of expected future cash flows. As a result of the impairment test performed, the Company
recorded a pre-tax charge of $2,378 million during 2006, including $2,363 million related to goodwill, $14 million related to long-lived software licenses
and $1 million related to definite lived intangible assets. In addition, as a result of the analysis performed in 2005, the Company determined that the carrying values of goodwill and certain
other indefinite-lived intangible assets, primarily in the Company's consumer travel businesses, exceeded their estimated fair values. Consequently, the Company also tested its other
long-lived assets for impairment. In connection with the impairment assessments performed, the Company recorded a pre-tax charge of $422 million during 2005, of which
$251 million reduced the value of goodwill and $171 million reduced the value of other intangibles assets (including $120 million related to trademarks and tradenames). This
impairment resulted from a decline in future anticipated cash flows generated primarily by the Company's consumer travel businesses. The aggregate carrying values of goodwill and other indefinite-
lived intangible assets were $2.9 billion and $2.3 billion as of December 31, 2006 and 2007, respectively.

With
regard to definite-lived intangible assets recorded in connection with business combinations, the Company reviews the carrying value if indicators of impairment are present, and
determines whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset is less than its carrying value. If less, the Company recognizes an
impairment loss based on the excess of

39

---



the
carrying amount of the long-lived asset over its respective fair value. In performing this review, the Company is required to make an assessment of whether indicators of impairment are
present, the estimate of future cash flows, and ultimately the fair value of the definite-lived intangible assets. When determining fair value, the Company utilizes various assumptions, including
projections of future cash flows and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could cause the fair value to be less than
the respective carrying amount. The aggregate carrying value of definite-lived intangible assets was $1.6 billion and $1.7 billion as of December 31, 2006 and 2007, respectively.

Upfront Inducement Payments

The Company pays inducements to traditional and online travel agencies for their usage of the Galileo and Worldspan GDSs. These
inducements may be paid at the time of signing a long-term agreement, at specified intervals of time, upon reaching specified transaction thresholds or for each transaction processed
through Galileo or Worldspan. Inducements that are payable on a per transaction basis are expensed in the month the transactions are generated. Inducements paid at contract signing or payable at
specified dates are capitalized and amortized over the expected life of the travel agency contract. Inducements payable upon the achievement of specified objectives are assessed as to the likelihood
and amount of ultimate payment and expensed as incurred. If the estimate of the inducements to be paid to travel agencies in future periods changes, based upon developments in the travel industry or
upon the facts and circumstances of a specific travel agency, cost of revenue could increase or decrease accordingly. In addition, the Company estimates the recoverability of capitalized inducements
based upon the expected future cash flows from transactions generated by the related travel agencies. If the estimate of the future recoverability of amounts capitalized changes, cost of revenue will
increase as the amounts are written-off. As of December 31, 2006 and 2007, the Company recorded upfront inducement payments of $75 million and $103 million,
respectively, included on the Company's balance sheet.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts
and the tax bases of assets and liabilities. The Company regularly reviews deferred tax assets to assess their potential realization and establishes a valuation allowance for portions of such assets
that it believes will not be ultimately realized. In performing this review, the Company makes estimates and assumptions regarding projected future taxable income, the expected timing of the reversals
of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions could cause an increase or decrease to the valuation allowance resulting in an
increase or decrease in the effective tax rate, which could materially impact the results of operations.

In
June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which is an
interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the provisions of FIN 48 effective January 1,
2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability
arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48
decreased opening accumulated deficit, by approximately $1 million.

40

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SEGMENTS

GDS

The
GDS businesses primarily focus on electronic travel distribution services that connect travel suppliers to travel agencies, who in turn distribute travel and travel-related products
and services to their customers. In addition, the GDS businesses offer transaction processing solutions for travel suppliers and other travel industry customers. The GDS businesses consist principally
of:





GDS
revenue is primarily derived from transaction fees paid by travel suppliers for electronic travel distribution services, and to a lesser extent, other transaction and subscription
fees. The GDSs operate an electronic marketplace in which travel suppliers, such as airlines, hotels, car rental companies, cruise lines, rail companies and other travel suppliers, can store, display,
manage and sell their products and services, and in which online and traditional travel agencies are able to electronically locate, price, compare and purchase travel suppliers' services. As
compensation for GDS services, fees are earned, on a per segment or per booking basis, from airline, car rental, hotel and other travel-related suppliers for reservations booked through the GDS. The
Company records and charges one transaction for each segment of an air travel itinerary (e.g., four transactions for a round-trip airline ticket with one connection each way), and
one transaction for each car rental, hotel or cruise booking, regardless of the length of time associated with the booking.

Fees
paid by travel suppliers vary according to the levels of functionality at which they can participate in our GDSs. These levels of functionality generally depend upon the type of
communications and real-time access allowed with respect to the particular travel supplier's internal systems. Revenue for air travel reservations is recognized at the time of the booking
of the reservation, net of estimated cancellations. Cancellations are estimated based on the historical level of cancellations, which are not significant. Revenue for car and hotel reservations is
recognized upon fulfillment of the reservation. The later recognition of car and hotel reservation revenue reflects the difference in the contractual rights related to such services as compared to the
airline reservation services.

In
international markets, our GDS business employs a hybrid sales and marketing model consisting of direct sales SMOs and indirect NDCs. In the United States, our GDS business only
employs an SMO model. In markets supported by the Company's SMOs, we enter into agreements with subscribers which provide for inducements in the form of cash payments, equipment or other services. The
amount of the inducements varies depending upon the volume of the subscriber's business. The Company establishes liabilities for these inducements and recognizes the related expense as the revenue is
earned in accordance with the contractual terms. Where incentives are provided at inception, the Company defers and amortizes the expense over the life of the contract. In markets not supported by the
Company's SMOs, the GDSs utilize an NDC structure, where feasible, in order to take advantage of the NDC partner's local market knowledge. The NDC is responsible for cultivating the relationship with
subscribers in its territory, installing subscribers' computer equipment, maintaining the hardware and software supplied to the subscribers and providing ongoing customer support. The NDC earns a
commission based on the booking fees generated in the NDC's territory.

41

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The
Company also provides technology services and solutions for the airline and hotel industry focusing on marketing and sales intelligence, reservation and passenger service system and
e-commerce solutions. Such revenue is recognized as the service is performed.



Cost
of revenue consists of direct costs incurred to generate revenue, including inducements paid to travel agencies who subscribe to the GDS, commissions and costs incurred for NDCs and
costs for call center operations, data processing and related technology costs.

Selling,
general and administrative, or SG&A, expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for
finance, legal, human resources and other administrative functions.

GTA

GTA
is a leading wholesaler of accommodation and destination services to travel agencies and tour operators, who then sell to individual travelers or groups of travelers. The GTA
businesses consist principally of:





Services
provided by GTA include reservation services for hotel, ground transportation and other travel related services, exclusive of airline reservations. The components of the
packaged vacations are based on the specifications requested by the travel agencies and tour operators. The revenue generated from the sale of packaged vacation components is recognized upon departure
of the individual traveler or the group of travelers, as GTA has performed all services for the travel agency and the tour operator at that time.



Cost
of revenue consists of direct costs incurred to generate revenue, including commissions paid to travel agencies and costs for call center operations, data processing and related
technology costs.

Selling,
general and administrative, or SG&A, expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for
finance, legal, human resources and other administrative functions.

Orbitz Worldwide

Effective
October 31, 2007, the Company no longer consolidates Orbitz Worldwide. Orbitz Worldwide provides air, car, hotel, vacation packages, cruise and other travel reservation
and fulfillment services to customers primarily through a network of online travel agencies in the U.S. and internationally that cater to different customer segments in the travel industry. The key
consumer brands include:



42

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Orbitz
Worldwide generates revenue through multiple sources, including its retail model, merchant model, incentive payments, advertising, and white label and hosting business. Through
the retail model, Orbitz Worldwide earns fees and commissions from travel suppliers for airline tickets, hotel rooms, car rentals and other travel products and services booked on its websites. Through
the merchant model, Orbitz Worldwide generates revenue based on the difference between the total amount the customer pays for the travel product and the negotiated net rate the supplier charges us for
that product. Under both the retail and merchant models, Orbitz Worldwide also earns revenue by charging customers a service fee for booking airline tickets and certain other travel products. In
addition, Orbitz Worldwide receives incentive payments for each segment of travel that is processed through a GDS. Orbitz Worldwide generates advertising revenue through its partner marketing
programs. These programs provide direct access to its customer base through a combination of display advertising, performance-based advertising and other marketing programs. Orbitz Worldwide's white
label and hosting businesses enable it to earn revenue by licensing its technology platform to, or hosting websites on behalf of, third-party partners.

In
connection with the Orbitz acquisition, the Company recorded a deferred credit relating to the below market rate terms of assumed contracts. Such amounts are recognized into net
revenue ratably over the life of the respective contracts. For the year ended December 31, 2006, such amounts were $31 million.

Orbitz
Worldwide receives inducements under access agreements with GDSs for travel bookings made through their systems. The level of inducements earned is based on contractual agreements
and increases based on the annual volume of bookings. These inducements are collected monthly, based on estimated annual volumes, but are recognized as revenue at the time of booking based on the
applicable contractual rate and volume achieved to date.

Other
revenue is primarily comprised of revenue from advertising, sponsoring links on the Orbitz Worldwide websites and commissions from sales of various third party travel-related
products on the websites. Advertising revenue is derived primarily from the delivery of advertisements on Orbitz Worldwide websites and is recognized either on display of each individual advertisement
or ratably over
the advertising period, depending on the terms of the advertising contract. Revenue from sponsoring links is recognized upon notification of entitlement from the alliance partner.



Cost
of revenue consists of direct costs incurred to generate revenue, including costs for call center operations, data processing and related technology costs.

43

---



Selling,
general and administrative expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for finance,
legal, human resources and other administrative functions.

Trends

GDS

A GDS creates value within the travel distribution chain by aggregating supply from multiple suppliers and offering travel agencies
streamlined capabilities to provide choice, price and ticket itineraries for their customers. GDSs face certain challenges such as increasing use of supplier direct sites, emerging technologies that
allow travel agencies to directly connect to suppliers, lower airline booking fees, fewer travel agencies leasing computer equipment from GDSs, and potential deregulation of the European GDS industry;
however, total worldwide GDS air segments have grown in each of the last two years.

The
European GDS industry is regulated, unlike the U.S. where deregulation occurred several years ago. In regulated GDS industries, airlines who own a GDS are required to treat other
GDSs in the same way as their own GDS. This means that the airlines are required to participate in all GDSs to the same extent. There is the potential for deregulation in Europe, but, if this does
happen, we do not believe it would occur until 2009 and would only occur in the event that no airline has an ownership interest in any GDS.

In
order to provide differentiated services and efficiency for suppliers and travel agencies, GDSs must have broad and competitive access to the content of travel suppliers, including
full content from key airline customers. Our GDSs have negotiated long-term contracts with the six largest U.S. airlines, although pricing is set at lower levels under the new contracts.
Certain GDSs have announced an alternative business and financial model known as the "opt-in" model which previously was only prevalent outside of the U.S. in countries such as the U.K.
and Australia. Under the opt-in model, travel agencies have the option of either paying a fee or agreeing to a reduction of all or a portion of their inducement payments if they want to be
assured of receiving full content from the participating airlines and avoiding a surcharge on GDS-based bookings. This results in a lower fee paid by the airline to the GDS. We believe the
"opt-in" model will have a modest impact on our future operations.

GTA

A critical aspect of GTA's business model is that it competes successfully both as a wholesale and retail provider of group and
independent travel, the two key leisure travel segments. This makes GTA attractive to hotels and other travel suppliers as it helps drive these two fundamentally discrete groups of travellers to their
businesses. In return, GTA is able to secure highly competitive and often unique inventory allotments and net rates. GTA's group and independent traveller offerings operate symbiotically and
strengthen its offering to both suppliers and customers. GTA's increased profitability has been driven in large part by its revenue growth being (1) substantively from its more automated and
profitable independent travel business and (2) well in excess of its cost growth.

Seasonality

Some
of our businesses experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. These trends cause our revenue to be generally higher in the
second and third
calendar quarters of the year as travelers plan and purchase their spring and summer travel, and then flatten in the fourth and first calendar quarters of the year. Our results may also be affected by
seasonal fluctuations in the inventory made available to us by our travel suppliers.

44

---



Foreign Exchange Movements

The Company transacts its business primarily in US dollars. While the majority of its revenue is denominated in US dollars, a portion
of its costs are denominated in other currencies (British pound, Euro, and Australian dollar). Consequently, its operating results are impacted to a certain extent by movements in the underlying
exchange rates between these currencies.

Results of Operations

For the purpose of this Management's Discussion and Analysis of Financial Condition, the Company has compared the consolidated results
of the Company in 2007 with the combined results of the Company and of the Predecessor in 2006. The results of the two periods are not necessarily comparable due to the change in basis of accounting
resulting from the Acquisition and the change in capital structure. The captions included within the Company's statements of operations that are materially impacted by the change in basis of
accounting include net revenue, separation and restructuring charges, depreciation and amortization and interest expense. The Company has disclosed the impact of the change in basis of accounting for
each of these captions in the following discussion of its results of operations.

Management
uses Segment EBITDA (defined as income (loss) from continuing operations before income taxes, minority interest, equity in losses of investments, interest expense, net and
depreciation and amortization) to measure operating performance. Segment EBITDA is not a recognized term under US GAAP and does not purport to be an alternative to net income as a measure of
operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Segment EBITDA is not intended to be a measure of free cash flow available for management's
discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The Company's presentation of Segment EBITDA has limitations
as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of the Company's results as reported under US GAAP. Management believes Segment EBITDA is
helpful in highlighting trends
because Segment EBITDA excludes the results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term
strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. In addition, Segment EBITDA provides more comparability between the
historical results of the Travelport business of Cendant (now known as Avis Budget) and results that reflect purchase accounting and the new capital structure. Management compensates for the
limitations of using non-GAAP financial measures by using them to supplement US GAAP results to provide a more complete understanding of the factors and trends affecting the
business.

Because
not all companies use identical calculations, the Company's presentation of Segment EBITDA may not be comparable to other similarly titled measures of other companies.

45

---



Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

The Company's results for the year ended December 31, 2007 compared to the combined year ended December 31, 2006 are as
follows:

CompanyPredecessor

Combined

CompanyJuly 13, 2006
(Formation Date)
through
December 31, 2006

ChangeJanuary 1, 2006
through
August 22, 2006

Year Ended
December 31, 2006

Year Ended
December 31, 2007$

%(dollars in millions)Net revenue

$
1,693

$
823

$
2,516

$
2,780

$
264


10Costs and expensesCost of revenue


716


377


1,093


1,174


81


7Selling, general and administrative


645


342


987


1,283


296


30Separation and restructuring charges


92


18


110


90


(20
)

(18
)Depreciation and amortization


123


77


200


248


48


24Impairment of intangible assets


2,364


14


2,378


1


(2,377
)

*Other expenses (income), net


(7
)




(7
)

2


9


129Total costs and expenses


3,933


828


4,761


2,798


(1,963
)

41Operating loss


(2,240
)

(5
)

(2,245
)

(18
)

2,227


*Interest expense, net


(39
)

(150
)

(189
)

(373
)

(184
)

97Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments, net


(2,279
)

(155
)

(2,434
)

(391
)

2,043


84Benefit (provision) for income taxes


116


(3
)

113


(41
)

(154
)

136Minority interest, net of tax











3


3


*Equity in losses of investments, net


(1
)

(1
)

(2
)

(4
)

(2
)

100Loss from continuing operations


(2,164
)

(159
)

(2,323
)

(433
)

1,890


81Loss from discontinued operations, net of tax


(6
)

(2
)

(8
)

(1
)

7


88Gain (loss) on disposal of discontinued operations, net of tax


(6
)

8


2


(6
)

(8
)

*Net loss

$
(2,176
)
$
(153
)
$
(2,329
)
$
(440
)
$
1,889


81


---

46

---



The Company's results on a segment basis for the year ended December 31, 2007 as compared to the year ended December 31, 2006 are as follows:

CompanyPredecessor

Combined

CompanyJuly 13, 2006
(Formation Date)
through
December 31, 2006

ChangeJanuary 1, 2006
through
August 22, 2006

Year Ended
December 31, 2006

Year Ended
December 31, 2007$

%(dollars in millions)GDSNet revenue

$
1,006

$
510

$
1,516
(a)
$
1,772
(b)
$
256


17Segment EBITDA


(1,729
)

126


(1,603)
(c)

460
(d)

2,063


*GTANet revenue


203


84


287
(i)

330
(j)

43


15Segment EBITDA


33


(15
)

18
(k)

77
(l)

59


327Orbitz WorldwideNet revenue


521


248


769
(e)

743
(f)

(26
)

(3
)Segment EBITDA


(282
)

20


(262
)(g)

102
(h)

364


*Corporate and other(o)Segment EBITDA


(139
)

(59
)

(198)
(m)

(409)
(n)

(211
)

107Intersegment EliminationsNet revenue


(37
)

(19
)

(56
)

(65
)

(9
)

16Combined TotalsNet revenue

$
1,693

$
823

$
2,516

$
2,780

$
264


10EBITDA

$
(2,117
)
$
72

$
(2,045
)
$
230

$
2,275


*


---

47

---



Predecessor



CombinedJuly 13, 2006
(Formation Date)
through
December 31, 2006January 1, 2006
through
August 22, 2006

Year Ended
December 31, 2006

Year Ended
December 31, 2007(dollars in millions)Corporate and unallocated expenses

$
(49
)
$
(30
)
$
(79
)
$
(89
)Separation costs


(74
)

(13
)

(87
)

(5
)Restructuring and related activities


(18
)

(3
)

(21
)

(1
)Equity compensation





(6
)

(6
)

(187
)Transaction costs











(65
)Sponsor monitoring





(2
)

(2
)

(57
)Gain (loss) on foreign currency


2


(5
)

(3
)

(5
)$
(139
)
$
(59
)
$
(198
)
$
(409
)


Set
out below is a reconciliation of EBITDA to loss from continuing operations before income taxes, minority interest and equity in losses of investments, net:

Predecessor



CombinedJuly 13, 2006
(Formation Date)
through
December 31, 2006January 1, 2006
through
August 22, 2006

Year Ended
December 31, 2006

Year Ended
December 31, 2007EBITDA

$
(2,117
)
$
72

$
(2,045
)
$
230Interest expense, net


(39
)

(150
)

(189
)

(373
)Depreciation and amortization


(123
)

(77
)

(200
)

(248
)Loss from continuing operations before income taxes, minority interest and equity in losses of investments, net

$
(2,279
)
$
(155
)
$
(2,434
)
$
(391
)


48

---



Net Revenue

Net revenue increased $264 million (10%), including incremental net revenue of $220 million from the acquisition of
Worldspan and $36 million in incremental net revenue due to the net impact of fair value adjustments to the Company's balance sheet recorded as a result of the Acquisition in 2006, offset by a
$120 million reduction to net revenue from the deconsolidation of Orbitz Worldwide and $6 million from subsidiaries sold in 2007. The fair value adjustments resulted in a reduction to
deferred revenue and accrued travel supplier payment as of the opening balance sheet date of August 23, 2006, which impacted the results of operations during 2006 and 2007 as a net reduction to
net revenue and segment EBITDA within Orbitz Worldwide and GTA segments of $13 million and $25 million, respectively, partially offset by an incremental $2 million of net revenue
within GDS.

Excluding
the impact of the items described above, organic net revenue increased $134 million (5%) as a result of incremental revenue of Orbitz Worldwide, GDS and GTA of
$81 million (13%), $38 million (3%) and $24 million (8%), respectively, including incremental intersegment revenue eliminations of $9 million.

GDS
net revenue increased $256 million (17%), including $220 million of incremental revenue from Worldspan and a $2 million net reduction to revenue from acquisition
related adjustments. Organic revenue increased $38 million (3%) driven by increased GDS revenue of $34 million (2%) and IT services and software revenue of $4 million (6%). The
organic GDS revenue increase of $34 million principally resulted from booking fee growth of $45 million (3%) partially offset by an $11 million decrease (8%) in other GDS revenue.
EMEA booking fee revenue increased $38 million (6%) primarily due to a 6% increase in yield. The yield growth in EMEA was driven by the change in the mix of pricing components and by a change
in the geographic mix. Asia Pacific booking fee revenue increased $31 million (14%) due to a 9% increase in segments and a 4% increase in yield. Americas booking fee revenue decreased
$24 million (6%) due to a 7% decrease in yield offset by a 2% increase in segments. The yield decline in the Americas was primarily due to new long term agreements signed in the third quarter
2006 under the GDS Content Continuity program that assures the Company's travel agency customers have full airline content. Other GDS revenue decreased $11 million driven by a
$21 million (24%) decrease in subscriber fees offset by a $10 million (13%) increase in other GDS revenue. The $10 million increase in other GDS revenue was primarily due to
incremental revenue from the consolidation of a subsidiary formerly accounted for under the equity method of accounting and growth in various other revenue streams. The $4 million increase in
IT services and software net revenue is primarily related to our hosting agreement with United Airlines.

GTA
net revenue increased $43 million (15%), including $25 million of incremental net revenue related to the impact of acquisition related adjustments, offset by a
$6 million decline in revenue in 2007 as a result of the sale of a subsidiary in 2007. Organic revenue increased $24 million (8%), primarily due to a 21% increase in total transaction
value partially offset by lower margin on sales as a result of an increase in sales to small travel groups, which typically yield lower margins.

Orbitz
Worldwide revenue decreased $26 million (3%) between 2006 and 2007. The decrease is due to the deconsolidation of Orbitz Worldwide which contributed $120 million of
net revenue during November and December 2006, offset by an increase in net revenue of $94 million between periods. The net revenue increase of $94 million (13%), includes
$13 million of incremental net revenue related to impact of acquisition related adjustments, as a result of a 13% increase in gross bookings across Orbitz Worldwide's online consumer brands.
The increase in gross bookings resulted in incremental non-air revenue, air revenue and other revenue of $71 million, $7 million and $3 million, respectively, before
the impact of acquisition related adjustments. Increased air bookings were primarily driven by a 10% increase in US gross bookings and a 34% increase in non-US gross bookings, partially
offset by lower average commissions on Orbitz Worldwide's air transactions and reduced paper ticket fees as airlines continue to move toward electronic ticketing. Non-air bookings
increased primarily due to a shift in mix from retail to merchant bookings, increased domestic average daily rate ("ADR"), and

49

---



increased
volume from dynamic packaging and hotel bookings. Other net revenue increased primarily driven by the growth in insurance and services revenue.



Cost of revenue increased $81 million (7%), including $145 million of incremental costs from Worldspan, partially offset
by a $36 million reduction in cost of revenue from the deconsolidation of Orbitz Worldwide effective October 31, 2007. Organic cost of revenue decreased $28 million primarily due
to decreases of $27 million (4%) in GDS and $16 million (23%) in GTA and incremental intersegment cost of revenue eliminations of $9 million offset by a $24 million
increase at Orbtiz Worldwide. The Company realized $56 million of cost savings initiatives for the year ended December 31, 2007.

GDS
cost of revenue increased $118 million (14%), including $145 million of incremental costs from Worldspan. Organic cost of revenue decreased $27 million (3%)
resulting from a $58 million (21%) decrease in telecommunications and technology costs offset by a $31 million (5%) increase in support payments and commissions. The $31 million
increase in support payments to travel agencies and commissions to distributors was incurred to support our increase in worldwide air booking revenue. Telecommunications and technology savings cost
reductions are primarily the result of $56 million of savings realized in connection with restructuring actions implemented in 2006.

GTA
cost of revenue decreased $16 million (23%) primarily as a result of a reduction in commission expense due to the termination of a white-label agreement within the GTA
consumer business, partially offset by incremental costs due to an increase in total transaction value.

Orbitz
Worldwide cost of revenue decreased $12 million (5%) between 2006 and 2007. The decrease is due to the deconsolidation of Orbitz Worldwide which contributed
$36 million of cost of revenue during November and December 2006, offset by an increase in cost of revenue of $24 million between periods. The cost of revenue increase of
$24 million (11%) is primarily due to a 13% increase in gross bookings. The increase in transaction volume resulted in increased costs associated with credit card processing and customer
service costs.



SG&A increased $296 million (30%), including $43 million of incremental expenses from the acquisition of Worldspan,
offset by a $68 million reduction in SG&A expenses from the deconsolidation of Orbitz Worldwide effective October 31, 2007 and a $4 million decrease from subsidiaries sold in
2007. Organic SG&A increased $325 million (33%), primarily as a result of increases of $43 million (12%) in Orbitz Worldwide, $20 million (8%) in GDS and $2 million (1%) in
GTA. The Company also incurred approximately $260 million of additional expenses within corporate and unallocated. The Company realized $80 million of cost saving initiatives in the
twelve months ended December 31, 2007.

GDS
SG&A increased $63 million (25%), including $43 million of incremental expenses incurred by Worldspan. Organic SG&A increased $20 million (8%) primarily due to
(i) $36 million of fees and expenses related to the integration of Worldspan and other transactions, (ii) $16 million of incremental administrative costs, including a
$2 million increase in charges related to the write-off of surety bond claims and a $5 million one-time write-off of a development expense, partially offset by
(iii) $30 million of expense savings realized during 2007 as a result of cost savings activities.

GTA
SG&A decreased $2 million, including a $4 million reduction in costs resulting from a subsidiary sold in 2007. Organic SG&A increased $2 million (1%) primarily
driven by $20 million of incremental administrative costs incurred primarily as a result of Travelport segment realignment and also due to an increase in costs incurred to drive the growth in
operations, partially offset by $6 million in cost savings initiatives realized during 2007, a $5 million reduction in salaries and wages due to open positions and a $6 million
reduction to marketing expenses within GTA's consumer business.

50

---



Orbitz Worldwide SG&A decreased $25 million (6%), between 2006 and 2007. The decrease is due to the deconsolidation of Orbitz Worldwide which contributed $68 million of
SG&A during November and December 2006, offset by an increase in SG&A of $43 million between periods. The SG&A increase of $43 million, includes $36 million of incremental
marketing and advertising expenses as a result of expanded advertising campaigns promoting the consumer brands, a $13 million one-time exit penalty related to an Orbitz Worldwide's
online marketing services agreement, and an $8 million increase in other operating expenses including wages and benefits, non cash compensation, professional fees and maintenance. These
increases were partially offset by $14 million of expense savings realized during the year ended December 31, 2007 as a result of cost savings activities.

Corporate
and unallocated SG&A increased $260 million (286%) primarily as a result of (i) $28 million of incremental costs associated with the Worldspan integration;
(ii) $26 million related to other one-time transactions; (iii) $181 million of incremental non-cash equity-based compensation primarily associated with the
accelerated vesting of the equity plans; (iv) $11 million of incremental costs related to the Orbitz Worldwide IPO and (v) $44 million of additional expenses primarily
related to discretionary bonus costs as a result of over performance. These increases were partially offset by $11 million and $19 million of expense savings realized during the year
ended December 31, 2007 as a result of cost saving activities associated with the 2006 and 2007 restructuring plans, respectively.



Separation and restructuring charges decreased $20 million primarily as a result of an $82 million decrease in separation
costs, partially offset by $55 million of incremental sponsor monitoring fees due primarily to the fees incurred in terminating an agreement with our sponsors and $7 million of
incremental restructuring charges.

Subsequent
to the Acquisition, the Company committed to additional restructuring actions in the form of global headcount reductions and facility consolidation. Although the Company began
to implement these actions during the fourth quarter of 2006, the Company continued to take restructuring actions in 2007 and incurred $28 million in additional charges during 2007.
Approximately $24 million, $2 million and $1 million of the restructuring costs have been recorded within the GDS, GTA and Orbitz Worldwide segments, respectively, and
approximately $1 million is recorded within corporate and other.

The
increase in restructuring charges was offset by an $82 million decrease in separation costs. Separation costs of $5 million for the year ended December 31, 2007
consisted of $2 million in employee retention and bonus plans and $3 million in professional and other fees related to the separation plan, as compared to $87 million for the year
ended December 31, 2006, consisting of $39 million in employee severance and benefits, $29 million in restricted stock expense and $19 million in professional and other
fees related to the separation plan. All separation charges are included within corporate and other.



In 2007, as a result of the impairment test performed, the Company recorded an impairment charge of $1 million within Corporate
and other related to property and equipment. In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded a total impairment
charge of $2,378 million, including $2,363 million related to goodwill, $1 million related to definite lived intangible assets and $14 million related to
long-lived software marketing licenses. Of the $2,378 million in impairment charges, $2,022 million were recorded within the GDS segment and $356 million were recorded
in the Orbitz Worldwide segment.

51

---





Other general expense (income) decreased $9 million primarily due to a one-time benefit of $7 million in 2006
relating to a gain on the sale of a facility and a $3 million loss on the sale of assets in 2007. The Company recorded decreases of $9 million and $2 million, respectively, within
the GDS and Orbitz Worldwide segments, offset by an increase of $2 million within corporate and other.



Depreciation and amortization increased $48 million (25%) primarily due to incremental depreciation and amortization expense as
a result of the allocation of the fair value of the Company's definite lived intangible assets as a result of the Acquisition and the acquisition of Worldspan.



Interest expense increased $184 million primarily as a result of the interest expense on the Company's debt issuances used to
finance the Acquisition and the acquisition of Worldspan, including $40 million in amortization of deferred financing fees in 2007 as compared to $17 million in 2006.



For the year ended December 31, 2007, the Company had income tax expenses of $41 million. The expense is primarily due to
a one-time non-cash adjustment of a valuation allowance as a result of the Orbitz Worldwide initial public offering of $31 million, a one-time
non-cash benefit due to a United Kingdom tax law change of $19 million, charges associated with the adoption of FIN 48 of $24 million and taxes in certain
jurisdictions which could not be offset with losses in the United States.



On August 21, 2007, the Company completed the acquisition of Worldspan.

In
comparing the results for 2007 to prior periods, net revenue declined significantly from $887 million for the year ended December 31, 2006 to $484 million for the
period January 1, 2007 to August 21, 2007. The decline was primarily related to the decline in bookings made by Expedia, which was historically one of Worldspan's largest
on-line travel agency customers, as well as the impact of new US airline contracts signed in 2006. Expedia generated segments in Worldspan's electronic travel distribution segment which
resulted in revenue of approximately $262 million and $221 million for the years ended December 31, 2005 and 2006, respectively. In May 2004, Worldspan announced that it had been
notified by Expedia of its intention to move a portion of its segments in North America to another GDS provider in order to diversify its GDS relationships beyond using a single provider to process
substantially all of its GDS segments. In October 2005, Expedia notified Worldspan of its intention to move some portion but not all of its European segments to another GDS. In July 2006, Expedia
announced the commencement of processing segments in North America with another GDS. As of December 31, 2007, Expedia no longer processed air segments through Worldspan. The decline of
Expedia's total segment volume processed on the Worldspan GDS has had an adverse impact on Worldspan's revenues in the period from January 1, 2007 to August 21, 2007. On
February 11, 2008, the Company announced a new agreement with Expedia to provide GDS services to various Expedia.com points of sale in Europe. Through this agreement, Expedia began flowing
segments in January 2008 from select European points of sale to the Travelport GDS.

Additionally
on June 13, 2006, Priceline, one of Worldspan's largest on-line travel agency customers, notified Worldspan that it intended to begin processing segments
on another GDS. In October 2006, Worldspan confirmed that some of Priceline's North America segments were being processed on another GDS. The decline in segment volume in 2006 and 2007 did not have a
material

52

---



impact
on Worldspan's financial results. On January 30, 2008, Priceline and Travelport GDS's announced a new long-term agreement under which priceline.com will process reservations
through Travelport's Worldspan GDS.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Predecessor

Predecessor

Company

Combined

ChangeYear Ended
December 31,
2005

January 1, 2006
through
August 22, 2006

July 13, 2006
(Formation Date)
through
December 31, 2006

Year Ended
December 31, 2006

$

%(dollars in millions)Net revenue

$
2,385

$
1,693

$
823

$
2,516

$
131


5
%Costs and expensesCost of revenue


997


716


377


1,093


96


10
%Selling, general and administrative


839


645


342


987


148


18
%Separation and restructuring charges


22


92


18


110


88


*Depreciation and amortization


201


123


77


200


(1
)

0
%Impairment of intangible assets


422


2,364


14


2,378


1,956


*Other income, net


(4
)

(7
)




(7
)

(3
)

75
%Total costs and expenses


2,477


3,933


828


4,761


2,284


92
%Operating loss


(92
)

(2,240
)

(5
)

(2,245
)

(2,153
)

*Interest expense, net


(27
)

(39
)

(150
)

(189
)

(162
)

*Loss before income taxes and equity in losses of investments, net


(119
)

(2,279
)

(155
)

(2,434
)

(2,315
)

*(Provision) benefit for income taxes


76


116


(3
)

113


37


*Equity in losses of investments, net


(1
)

(1
)

(1
)

(2
)

(1
)

*Loss from continuing operations


(44
)

(2,164
)

(159
)

(2,323
)

(2,279
)

*Loss from discontinued operations net of tax


(6
)

(6
)

(2
)

(8
)

(2
)

33
%Income (loss) on disposal of discontinued operations, net of tax





(6
)

8


2


2


*Net loss

$
(50
)
$
(2,176
)
$
(153
)
$
(2,329
)
$
(2,279
)

*


---

53

---



The Company's results on a segment basis for the combined year ended December 31, 2006 as compared to the year ended December 31, 2005 are as follows:

Predecessor

Predecessor

Company

Combined

ChangeYear Ended
December 31,
2005

January 1, 2006
through
August 22, 2006

July 13, 2006
(Formation Date)
through
December 31, 2006

Year Ended
December 31,
2006

$

%(dollars in millions)GDSNet revenue

$
1,515

$
1,006

$
510

$
1,516

$
1


0
%Segment EBITDA


500


(1,729
)

126


(1,603
)

(2,100
)

*GTANet revenue


217


203


84


287


70


32
%Segment EBITDA


40


33


(15
)

18


(22
)

(55
)%Orbitz WorldwideNet revenue


692


521


248


769


77


11
%Segment EBITDA


(323
)

(282
)

20


(262
)

61


19
%Corporate and otherSegment EBITDA


(108
)

(139
)

(59
)

(198
)

(90
)

83
%Intersegment EliminationsNet revenue


(39
)

(37
)

(19
)

(56
)

(17
)

44
%Combined TotalsNet revenue

$
2,385

$
1,693

$
823

$
2,516

$
131


5
%EBITDA

$
109

$
(2,117
)
$
72

$
(2,045
)
$
(2,151
)

*


Corporate and other consists of the following:

CompanyPredecessor

CombinedJuly 13, 2006
(Formation Date)
through
December 31, 2006Year Ended
December 31,
2005

January 1, 2006
through
August 22, 2006

Year Ended
December 31,
2006(dollars in millions)Corporate and unallocated expenses

$
(86
)
$
(49
)
$
(38
)
$
(87
)Separation costs





(74
)

(13
)

(87
)Restructuring and related activities


(20
)

(18
)

(3
)

(21
)Gain (loss) on foreign currency


(2
)

2


(5
)

(3
)$
(108
)
$
(139
)
$
(59
)
$
(198
)


Provided
below is a reconciliation of EBITDA to loss before income taxes and equity in losses of investments, net:

CompanyPredecessor

CombinedJuly 13, 2006
(Formation Date)
through
December 31, 2006Year Ended
December 31,
2005

January 1, 2006
through
August 22, 2006

Year Ended
December 31,
2006(dollars in millions)EBITDA

$
109

$
(2,117
)
$
72

$
(2,045
)Interest expense, net


(27
)

(39
)

(150
)

(189
)Depreciation and amortization


(201
)

(123
)

(77
)

(200
)Loss before income taxes and equity in losses of investments, net

$
(119
)
$
(2,279
)
$
(155
)
$
(2,434
)


54

---





Net revenue increased $131 million (5%) on a combined basis, including a $65 million reduction to revenue due to the
impact of fair value adjustments recorded as a result of the Acquisition. The adjustments resulted in a reduction to deferred revenue, of which $65 million impacted the results of operations
for the period July 13, 2006 (Formation Date) to December 31, 2006 as a reduction to net revenue and Segment EBITDA within Orbitz Worldwide, GTA and GDS segments of $35 million,
$27 million and $3 million, respectively.

Excluding
the deferred revenue adjustment of $65 million, net revenue increased $196 million (8%), including $101 million (4%) on an organic basis (excluding
acquisition related impacts) and $95 million from the businesses the Company acquired during or subsequent to 2005, including GTA in April 2005, ebookers in February 2005 and NeedAHotel,
acquired by GTA in April 2006. These businesses contributed net revenue, cost of revenue and SG&A of $95 million, $40 million and $70 million, respectively.

Organic
revenue increased $101 million as a result of Orbitz Worldwide, GTA and GDS revenue increases of $95 million (14%), $19 million (9%) and $4 million,
respectively, including incremental intersegment revenue of $17 million.

GDS
net revenue increased $1 million which includes a $3 million net reduction to revenue from acquisition related adjustments. Organic revenue increased $4 million
driven by increased GDS revenue of $16 million (1%) offset by a decrease in IT services and software revenue of $12 million (15%). The organic GDS revenue increase of $16 million
principally arises from booking fee growth of $30 million (2%) partially offset by a $14 million decrease (9%) in other GDS revenue. EMEA booking fee revenue increased $20 million
(3%) primarily due to a 5% increase in yield offset by a 2% decrease in segments. The yield growth in EMEA is driven by the change in the mix of pricing components and by a change in the geographic
mix. Asia Pacific booking fee revenue increased $17 million (8%) due to a 5% increase in segments and a 3% increase in yield. Americas booking fee revenue decreased $7 million (2%) due
to a 4% decrease in yield offset by a 2% increase in segments. The yield decline in the
Americas is primarily due to new long term agreements signed in the third quarter 2006 under the GDS Content Continuity program that assures the Company's travel agency customers have full airline
content. Other GDS revenue decreased $14 million principally driven by a $9 million (10%) decrease in subscriber fees. The $12 million decrease in IT services and software net
revenue is primarily related to revised terms of the Company's hosting agreements.

GTA
revenue increased $70 million (32%), which includes (i) a $27 million reduction to revenue as a result of the deferred revenue adjustment,
(ii) $78 million of acquisition related revenue and (iii) a $19 million (9%) increase in revenue on an organic basis. The organic revenue increase is primarily due to the
20% growth in transactions in GTA's domestic and international markets.

Orbitz
Worldwide net revenue increased $77 million (11%), which includes (i) a $35 million reduction to revenue as a result of the deferred revenue adjustment,
(ii) $17 million of acquisition related revenue and (iii) a $95 million (14%) increase in revenue on an organic basis. Orbitz Worldwide's organic revenue increase included
increases in air, non-air and other revenue of $19 million, $75 million and $1 million, respectively. Net organic revenue from air bookings increased
$19 million (6%) primarily as a result of a 27% increase in on-line gross bookings, principally at Orbitz and CheapTickets. Net organic revenue from non-air bookings
increased $74 million (28%) from 2005, primarily due to a shift in mix from retail to merchant bookings, increased domestic ADR and increased volume from dynamic packaging and hotel bookings.

55

---





Cost of revenue increased $96 million (10%) on a combined basis, including $40 million from acquisitions. Organic cost of
revenue increased $56 million (5%) primarily as a result of incremental cost of revenue of GDS and Orbitz Worldwide of $44 million (5%) and $33 million (17%), respectively,
partially offset by a decrease within GTA of $4 million (11%) and an increase in intersegment cost of revenue of $17 million.

GDS
cost of revenue increased $44 million (5%) due to a $60 million (12%) increase in support payments to travel agencies and commissions to distributors to support the
Company's increase in worldwide air booking revenues. Approximately $17 million of the increase is attributable to support payments made to the Company's Orbitz Worldwide segment. This increase
in support payments and commissions is partially offset by a $16 million (6%) decrease in telecommunications and technology
costs realized primarily as a result of the efforts to improve efficiency in the Company's distribution network.

GTA
cost of revenue increased $32 million primarily as a result of $36 million of incremental costs from the GTA and NeedAHotel acquisitions.

Orbitz
Worldwide cost of revenue increased $37 million (19%), including $4 million from acquisitions. Organic cost of revenue increased $33 million (17%) primarily
associated with the 27% increase in gross bookings. The increase in transaction volume resulted in increased costs associated with credit card processing, customer service costs and information
technology costs.



SG&A increased $148 million (18%) on a combined basis, including $70 million related to acquisitions. Organic SG&A
increased $78 million (9%), primarily as a result of $44 million (20%), $20 million (15%), and $14 million (3%) of incremental expenses within GDS, GTA and Orbitz Worldwide
segments, respectively.

GDS
SG&A increased $44 million, primarily attributable to (i) a $20 million increase in salaries and wages as a result of the growth in the GDS operations,
(ii) a $11 million increase in bad debt expense primarily from reserves recorded in 2006 related to airlines in bankruptcy and benefits realized in 2005 due to cash collections of
amounts previously reserved, and (iii) a $7 million increase in facilities expenses primarily due to a benefit realized in 2005 related to a facility sub-lease and increased
costs incurred and $6 million in various other administrative costs.

GTA
SG&A increased $70 million (55%), which includes $50 million of incremental expenses from acquisitions. On an organic basis, SG&A increased $20 million (15%),
primarily as a result of a $15 million increase in salaries and wages as a result of GTA's increase in staff levels to support its growth in operations, a $3 million increase in
contracted labor and a $3 million increase in bad debts.

Orbitz
Worldwide SG&A increased $34 million, which includes $20 million of incremental expenses from acquisitions. On an organic basis, SG&A increased $14 million
primarily as a result of (i) an increase of $45 million in marketing and advertising expenses related to expanded advertising campaigns promoting the Orbitz Worldwide brand and
(ii) an increase of $3 million in salaries and wages as a result of increased staff levels to support growth in operations, partially offset by (i) a decrease of
$22 million related to integration charges incurred during 2005 related to the acquisitions of Orbitz and ebookers, (ii) an $8 million reduction in general corporate overhead
charges allocated from Avis Budget as the Company received these charges only to August 22, 2006 as compared to a full year in 2005 and (iii) a
$5 million reduction in information technology maintenance costs in 2006 as efforts were directed towards capital development of a new on-line consumer platform.

56

---





Separation and restructuring charges during 2006 were $110 million on a combined basis consisting of $87 million in
separation costs, $21 million of restructuring charges and $2 million of sponsor monitoring fees. Separation costs of $13 million for the period from July 13, 2006
(Formation Date) to December 31, 2006 consist primarily of payments of $6 million made to employees related to retention and bonus plans as well as $7 million in professional fees
and other costs directly related to the separation plan. Separation costs of $74 million recorded by the Predecessor include $29 million of non-cash compensation expense
related to accelerated vesting of stock options and restricted stock units, $16 million for employee severance, $15 million for employee retention and $14 million in various other
separation costs, including consulting and accounting fees. The Company also incurred $21 million in restructuring costs during 2006 (of which $18 million was recorded by the Predecessor
and $3 million was recorded by the Company), including employee severance costs and contract termination costs, as compared to $22 million in 2005. All separation and restructuring costs
during 2006 and 2005 are included within corporate and other.



Depreciation and amortization decreased $1 million on a combined basis primarily due to the effect of the acceleration of
depreciation in 2005 of $30 million primarily related to the revised useful lives of certain assets as a part of the integration of CheapTickets and Orbitz, substantially offset by
$29 million of incremental amortization expense as a result of the step up in fair value of the Company's definite lived intangible assets as a result of the Acquisition.



Other general income increased $3 million on a combined basis. The 2006 amount includes $7 million from the sale of a
facility. The 2005 amount includes $4 million from the sale of an investment in a publicly traded company.



In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded a
total impairment charge of $2,364 million, including $2,363 million related to goodwill and $1 million related to definite lived intangible assets. In preparing the calculation of
the impairment, the Predecessor utilized the final purchase price allocation of the buyer to determine the fair value of assets and liabilities, including intangible assets. Of the total goodwill
impairment of $2,363 million, $2,008 million and $355 million related to the GDS and Orbitz Worldwide segments, respectively. At the time of testing goodwill for impairment, the
Predecessor also tested other intangible assets for impairment. As a result of these tests, the Predecessor recorded an impairment of $1 million which related to definite lived intangible
assets related to the Orbitz Worldwide segment. Due to a change in the operations of certain assets after the Acquisition was completed, the Company recorded an additional impairment of
$14 million related to long-lived software marketing licenses.

In
2005, as a result of the annual impairment test performed, the Predecessor determined that the carrying values of goodwill and certain other indefinite-lived intangible assets,
primarily in its consumer businesses, exceeded their estimated fair values. Consequently, the Predecessor also tested its other long-lived assets for impairment. In connection with the
impairment assessments performed, the Predecessor recorded a pre-tax charge of $422 million, of which $251 million reduced the value of goodwill and $171 million
reduced the value of other intangible assets (including $120 million related to trademarks and tradenames). This impairment resulted from a decline in future anticipated cash

57

---



flows
generated by its consumer business, of which $412 million of the impairment is recorded within the Orbitz Worldwide segment and $10 million within the GTA segment.



Interest expense increased $162 million on a combined basis primarily as a result of the interest expense on the Company's new
debt issuances used to finance the Acquisition. The Acquisition was financed in part with the proceeds of $2,200 million in term loans under a new senior secured credit facility, the issuance
of $899 million of senior notes and the issuance of $504 million of senior subordinated notes. Interest on such financing was $120 million during the period from July 13,
2006 (Formation Date) to December 31, 2006, including $7 million of amortization of deferred financing fees. In addition, the Company incurred approximately $10 million of
interest expense during the period related to borrowings under its interim credit agreement prior to the Acquisition and $10 million of interest related to its existing long term debt borrowed
in the fourth quarter of 2005 in connection with the repatriation of foreign earnings to Avis Budget. The Company also incurred $10 million of fees related to an unused bridge financing
arrangement and approximately $11 million related to interest rate hedges that did not meet the criteria for classification within accumulated other comprehensive income during the period from
July 13, 2006 (Formation Date) to December 31, 2006. Within interest expense, the Company has recorded a total of $47 million of non-cash charges on a combined basis
for the year ended December 31, 2006, as compared to $16 million for the year ended December 31, 2005.



Benefit for income taxes increased $37 million on a combined basis.

The
Company's effective tax rate is impacted on a recurring basis by earnings in jurisdictions outside the United States which are generally taxed at a rate lower than the US federal
statutory rate of 35%. During the period from January 1, 2006 to August 22, 2006, the Company recorded a tax benefit of $116 million. During this period, the effective tax rate
was significantly impacted by the impairment, as the majority of the impairment related to non-deductible goodwill, as well as by costs associated with its separation from Avis Budget, as
these were generally incurred in the United States where the Company generally does not receive a significant tax benefit. In addition, the effective tax rate was significantly impacted by a favorable
tax ruling received in a jurisdiction outside the United States, as well as by the impact of an increase in the Company's state tax rate which had the impact of increasing the Company's deferred tax
assets, which resulted in a benefit to the effective tax rate. The income tax benefits recorded on the impairment, separation costs, foreign tax ruling and state tax impact on deferred taxes were
approximately $87 million, $30 million, $9 million and $21 million, respectively. Excluding these items, the effective tax rate for the period from January 1, 2006
to August 22, 2006 was 19%, reflecting the impact of earnings in foreign jurisdictions.

For
the period from July 13, 2006 (Formation Date) to December 31, 2006, the Company recorded a tax expense of $3 million. This primarily related to foreign taxes as
well as a valuation allowance on certain
deferred tax assets recorded during the period, as it was determined that it is more likely than not that such assets will not be realized.

58

---



Financial Condition, Liquidity and Capital Resources

Financial Condition

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

2006

2007

Change(dollars in millions)Current assets

$
734

$
1,023

$
289Non-current assets


5,404


5,127


(277
)Total assets

$
6,138

$
6,150

$
12Current liabilities

$
1,179

$
1,043

$
(136
)Non-current liabilities


4,193


4,221


28Total liabilities


5,372


5,264


(108
)Shareholders' equity


766


886


120Total liabilities and shareholders' equity

$
6,138

$
6,150

$
12


Current assets.Current assets increased $289 million primarily as a result of a $214 million increase in cash and cash equivalents and a
$93 million increase in other current assets. Other current assets increased as a result of increases of $42 million in derivative assets and $51 million in other assets,
including prepaid expenses and sales and use tax receivables. In addition, the acquisition of Worldspan contributed approximately $104 million of current assets offset by a decrease in current
assets of $111 million resulting from the deconsolidation of Orbitz Worldwide.

Non-current assets.Non-current assets decreased $277 million primarily as a result of (i) the deconsolidation of Orbitz
Worldwide, which contributed to a net reduction of $1,600 million, and (ii) the sale of non-core assets which contributed approximately $50 million to a reduction in
non-current assets, partially offset by (i) the non-current assets of Worldspan, which contributed net incremental non-current assets of
$1,300 million at December 31, 2007 and (ii) an $81 million increase in goodwill as a result of foreign exchange fluctuations.

Current liabilities.Current liabilities decreased $136 million primarily as a result of (i) the deconsolidation of Orbitz Worldwide, which
contributed to a net reduction of $378 million, partially offset by (ii) the acquisition of Worldspan, which contributed incremental $166 million of current liabilities and
(iii) $76 million of incremental accounts payable and accrued expenses resulting from increased one-time transaction costs, including the sponsor monitoring termination fee.

Non-current liabilities.Non-current liabilities increased $28 million primarily as a result of $128 million of additional
long-term debt resulting from (i) the issuance of $1,040 million in term loans borrowed in connection with the acquisition of Worldspan and (ii) an additional
$118 million of long-term debt outstanding under the Company's Euro-denominated debt facilities as a result of foreign exchange fluctuations, partially offset by
(iii) $1,097 million of principal payments on long-term debt and (iv) $56 million of capital leases acquired in connection with the Worldspan acquisition. In
addition, long term liabilities
decreased by $105 million primarily due to the deconsolidation of Orbitz Worldwide and the acquisition of Worldspan.

Liquidity and Capital Resources

The Company's principal source of operating liquidity is cash flow generated from operations, including working capital. The principal
uses of cash are to fund planned operating expenditures, capital expenditures, including investments in products and technology offerings, interest payments on debt and any mandatory or discretionary
principal payments of debt. At December 31, 2007, the Company's financing needs were supported by $300 million of available capacity under its revolving credit facility.

59

---



Cash Flows



At December 31, 2007, the Company had $309 million of cash and cash equivalents, an increase of $214 million as
compared to December 31, 2006. The following table summarizes the changes to the Company's cash flows from operating, investing and financing activities for the year ended December 31,
2007 compared to the year ended December 31, 2006.

CompanyPredecessor

Combined

CompanyJuly 13, 2006
(Formation Date)
through
December 31, 2006January 1, 2006
through
August 22, 2006

Year Ended
December 31, 2006

Year Ended
December 31, 2007

Change
$(dollars in millions)Cash provided by (used in):Operating activities

$
268

$


$
268

$
224

$
(44
)Investing activities


84


(4,310
)

(4,226
)

(1,141
)

3,085Financing activities


(382
)

4,394


4,012


1,137


(2,875
)Effects of exchange rate changes


8


2


10


4


(6
)Net increase (decrease) in cash and cash equivalents of continuing operations

$
(22
)
$
86

$
64

$
224

$
160


Operating Activities.For the year ended December 31, 2007, cash flows from operating activities were $224 million, which was $44 million less
than the cash flows from operating activities for the combined year ended December 31, 2006. This decrease is primarily the result of $336 million of cash used for interest payments in
2007 compared to $113 million in 2006, offset in part by additional cash generated from changes in our working capital and the impact of cash paid for one-time separation costs
during 2006.

Investing Activities.The use of cash from investing activities for the year ended December 31, 2007 was driven by (i) the use of
$1,074 million of cash for the acquisition of Worldspan and other businesses, (ii) cash used for capital additions of $104 million and (iii) the impact on cash of the
deconsolidation of Orbitz Worldwide of $39 million, offset in part by (iv) $93 million generated from the sale of assets in 2007, including non-core subsidiaries and a
facility in the United Kingdom and (v) $19 million in relation to the acquisition of Worldspan. The use of cash from investing activities for the combined year ended December 31,
2006 was driven by (i) the use of $4,110 million for the Acquisition, (ii) cash used for capital additions of $166 million and (iii) $125 million loaned to
Worldspan, offset in part by (iv) $199 million of intercompany funding from Avis Budget.

Financing Activities.The source of cash for the year ended December 31, 2007 was primarily driven by
(i) the $1,040 million borrowed in connection with the acquisition of Worldspan, (ii) approximately $600 million borrowed by Orbitz Worldwide under its credit facility,
(iii) $477 million of net proceeds generated by the Orbitz Worldwide IPO and (iv) $135 million contribution from parent, offset in part by (v) $1,097 million
of term loan payments and capital lease payments made with the proceeds of the Orbitz Worldwide IPO and borrowings under the Company's credit facilities. The source of cash for the combined year ended
December 31, 2006 related primarily to (i) the $3,603 million of debt proceeds, (ii) $902 million in capital contributions received in connection with the
Acquisition and (iii) $105 million of debt issuance costs.

60

---





At December 31, 2006, the Company had $97 million of cash and cash equivalents, an increase of $9 million as
compared to December 31, 2005. The following table summarizes the changes to the Company's cash flows from operating, investing and financing activities for the combined year ended
December 31, 2006 compared to the year ended December 31, 2005.

Predecessor

CompanyPredecessor

CombinedJanuary 1, 2006
through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31, 2006Year Ended
December 31,
2005

Year Ended
December 31,
2006

Change
$(dollars in millions)Cash provided by (used in):Operating activities

$
546

$
268

$


$
268

$
(278
)Investing activities


(2,123
)

84


(4,310
)

(4,226
)

(2,103
)Financing activities


1,653


(382
)

4,394


4,012


2,359Effects of exchange rate changes


(36
)

8


2


10


46Net increase (decrease) in cash and cash equivalents of continuing operations

$
40

$
(22
)
$
86

$
64

$
24


Cash
of $69 million as of the date of the Acquisition is included as a reduction in the purchase price and thus, is reflected as a source of cash within cash flow from investing
activities of continuing operations for the period from July 13, 2006 (Formation Date) to December 31, 2006.

Operating Activities.On a combined basis for the year ended December 31, 2006, cash inflow from operating activities was $268 million, a decrease of
$278 million as compared to the year ended December 31, 2005. The decrease is primarily the result of $103 million in incremental interest payments, $58 million in
one-time cash separation costs, $20 million of first half employee bonuses paid in 2006 and $13 million of contract termination costs, as well as the impact on operating cash
flows from a decrease in the Company's operating results.

At
December 31, 2006 and December 31, 2005, the working capital deficit (defined as current assets net of cash, and intercompany balances to Avis Budget as of
December 31, 2005, minus current liabilities) was $529 million and $357 million, respectively. The increase in the working capital deficit was primarily the result of the timing
of collections of the Company's accounts receivable, additional accrued travel supplier payments, deferred revenue, customer advances which relate primarily to merchant model transactions and accrued
interest expense. Under the merchant model, the Company generally receives cash from consumers at the booking date. Such amounts are recorded within accrued travel supplier payments, deferred revenue
and customer advances until the revenue is recognized. Typically, hotel
suppliers invoice the Company after the consumer's travel is completed, whereas air carriers invoice the Company shortly after booking.

Investing Activities.The use of cash from investing activities for the combined year ended December 31, 2006 was driven by the use of $4,110 million
for the Acquisition and $125 million loaned to Worldspan, offset in part by $199 million of intercompany funding from Avis Budget. The use of cash from investing activities for the year
ended December 31, 2005 was driven by $1,100 million for the acquisition of GTA, $403 million for the acquisition of ebookers and $482 million of intercompany funding to
Avis Budget.

Capital
expenditures were $166 million in the combined year ended December 31, 2006, an increase of $14 million as compared to the year ended December 31,
2005. The increase was due in part to strategic initiatives, including the new global on-line platform for Orbitz Worldwide.

61

---



Financing Activities.On a combined basis, the Company's cash flow provided by financing activities for the year ended December 31, 2006 was
$4,012 million as compared to cash from financing activities of $1,653 million for the year ended December 31, 2005. The 2005 amount related to cash transferred from Avis Budget
to effect the acquisitions of GTA and ebookers. The source of cash in 2006 related primarily to the $3,603 million of debt proceeds and $902 million in capital contributions received in
connection with the Acquisition, less $350 million of repayment of existing debt in 2006 and $105 million of debt issuance costs.

During
2008, the Company's Board of Directors authorized the purchase in the open market of up to an aggregate of $100 million of Travelport PIK loans, term loans, senior notes
and/or senior subordinated notes. Such purchases will be made with cash on the balance sheet. Through February 15, 2008, the Company has repurchased approximately $30 million in
principal amount of its outstanding bonds.

Debt and Financing Arrangements

Senior Secured Credit Facilities

The Company's original senior secured credit facilities provided senior secured financing of $2,600 million, consisting of
(i) a $2,200 million term loan facility; (ii) a $275 million revolving credit facility; and (iii) a $125 million synthetic letter of credit facility. The
revolving credit facility includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swingline borrowings.

Travelport LLC
is the borrower (the "Borrower") under the senior secured credit facilities. All obligations under the senior secured credit agreement are unconditionally
guaranteed by the Company, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, and, subject to certain exceptions, each of the Company's existing and future domestic wholly
owned subsidiaries.

In
May 2007, the Borrower amended its senior secured credit agreement to allow for (i) borrowings of $1,040 million of additional term loans for the acquisition of
Worldspan on August 21, 2007; (ii) an increase of $25 million under the revolving credit facility; (iii) an increase of $25 million in the synthetic letter of credit
facility, and (iv) a reduction in the interest rate on the euro-denominated term loans from EURIBOR plus 2.75% to EURIBOR plus 2.5%.

All
obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all the following assets of the Borrower and each
guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Borrower, 100% of the capital stock of each guarantor and 65% of the capital stock of each of the
Company's wholly-owned non-US subsidiaries that are directly owned by the Company or one of the guarantors; and (ii) a security interest in, and mortgages on, substantially all
tangible and intangible assets of the Borrower and each guarantor.

During
July 2007, in connection with the proceeds received from the IPO of Orbitz Worldwide and the proceeds received from the Orbitz Worldwide term loan borrowings, the Company repaid
approximately $1 billion under its senior secured credit facility.

As
of December 31, 2007, borrowings under the US term loan facility bear interest at LIBOR plus 2.25% with respect to the dollar-denominated facility, and EURIBOR plus 2.25% with
respect to the euro-denominated facility. Borrowings under the $300 million revolving credit facility bear interest at LIBOR plus 2.25%. Under the $150 million synthetic
letter of credit facility, the Company must pay a facility fee equal to the applicable margin under the US term loan facility on the amount on deposit. The applicable margin for borrowings under the
term loan facility, the revolving credit facility and the synthetic letter of credit facility may be adjusted depending on the Company's leverage ratios. At December 31, 2007, the Company had
commitments of approximately $134 million outstanding under its synthetic letter of credit facility. Pursuant to the Company's Separation Agreement with Orbitz

62

---



Worldwide,
the Company maintains letters of credit under its synthetic letter of credit facility on behalf of Orbitz Worldwide. As of December 31, 2007, the Company had commitments of
approximately $74 million in letters of credit outstanding on behalf of Orbitz Worldwide.

During
the year ended December 31, 2007, the Company made a $100 million discretionary repayment of amounts outstanding under the term loan portion of its senior secured
credit facility and repaid approximately $16 million of term loans as required under the agreement. In addition, the amounts outstanding under the euro-denominated facility and
euro-denominated notes increased by approximately $118 million as a result of foreign exchange fluctuations, which are offset with foreign exchange hedge instruments contracted by
the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the consolidated condensed balance sheet.

In
addition to paying interest on outstanding principal under the senior secured credit facilities, the Company is required to pay a commitment fee to the lenders under the revolving
credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be adjusted depending on the Company's leverage
ratios. The Company is also required to pay customary letter of credit fees.

The
senior secured credit facilities are subject to amortization and prepayment requirements and contain various covenants, events of default and other provisions.

Senior Notes and Senior Subordinated Notes

On August 23, 2006, in connection with the Acquisition, Travelport LLC issued $150 million aggregate principal
amount of senior dollar floating rate notes due 2014, €235 million aggregate principal amount of senior euro floating rate notes due 2014
($299 million dollar equivalent as of August 23, 2006) and $450 million aggregate principal amount of 97/8% senior dollar fixed rate notes due 2014 (collectively,
the "Senior Notes"). The dollar-denominated floating rate Senior Notes bear interest at a rate equal to LIBOR plus 45/8%. The euro-denominated floating rate Senior Notes
bear interest at a rate equal to EURIBOR plus 45/8%. The Senior Notes are unsecured senior obligations and are subordinated to all of Travelport LLC's existing and future secured
indebtedness (including the senior secured credit facility described under "Senior Secured Credit Facilities" above), but are senior in right of payment to any existing and future
subordinated indebtedness (including the Senior Subordinated Notes described below). Upon the occurrence of a change of control, which is defined in the indenture governing the Senior Notes,
Travelport LLC shall make an offer to repurchase all of the Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to
the relevant purchase date.

On
August 23, 2006, in connection with the Acquisition, Travelport LLC issued $300 million aggregate principal amount of 117/8% dollar senior
subordinated notes due 2016 and €160 million aggregate principal amount of 107/8% senior euro subordinated notes due 2016 ($204 million dollar equivalent
as of August 23, 2006) (collectively, the "Senior Subordinated Notes"). The Senior Subordinated Notes are unsecured senior subordinated obligations and are subordinated in right of payment to
all of Travelport LLC's existing and future senior indebtedness and secured indebtedness (including the senior credit facilities described under "Senior Secured Credit Facilities"
above and the Senior Notes described above). Upon the occurrence of a change of control, which is defined in the indenture governing the Senior Subordinated Notes, Travelport LLC shall make an
offer to repurchase the Senior Subordinated Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

63

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The indentures governing the Senior Notes and Senior Subordinated Notes limit the Company's and its subsidiaries' ability to:



As
of December 31, 2007, the Company was in compliance with all restrictive and financial covenants related to long-term debt.

From
time to time, depending upon market, pricing and other conditions, as well as on the Company's cash balances and liquidity, the Company may seek to repurchase a portion of the
Senior Notes and/or the Senior Subordinated Notes in the open market.

Subject
to certain exceptions, the indentures governing the Senior Notes and the Senior Subordinated Notes permit the Company and its restricted subsidiaries to incur additional
indebtedness, including secured indebtedness. None of Travelport (Bermuda) Ltd. and its subsidiaries, which together comprise the non-US operations of Travelport, guarantee the
Senior Notes and the Senior Subordinated Notes. As a result, these entities are more restricted than the issuer and the guarantors in their ability to incur indebtedness.

Orbitz Worldwide Initial Public Offering

On July 25, 2007, Orbitz Worldwide completed an initial public offering of approximately 41% of its equity for net proceeds of
approximately $477 million. In addition, Orbitz Worldwide entered into a new senior secured credit agreement consisting of a seven-year $600 million senior secured term loan
facility and a six-year $85 million senior secured revolving credit facility. Approximately $530 million of the proceeds from borrowings under Orbitz Worldwide's term loan
facility were used to repay indebtedness owed to the Company and to pay the Company a dividend. The Company used such proceeds to repay a portion of its senior secured credit facilities.

Foreign Currency Risk

The Company uses foreign currency forward contracts to manage its exposure to changes in foreign currency exchange rates associated
with its foreign currency denominated receivables and payables and forecasted earnings of foreign subsidiaries. The Company primarily enters into derivative instruments to manage its foreign currency
exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts utilized by the Company do not qualify for hedge accounting treatment under SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes
in the value of the underlying risk that they are intended to economically hedge. Gains (losses) on these forward contracts amounted to $(12) million, $10 million, $47 million and
$116 million the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through
December 31, 2006 and the year ended December 31, 2007, respectively.

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Interest Rate Risk

A portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations. The Company uses
various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at
December 31, 2007 was to interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. The Company currently uses interest rate swaps as the
derivative instrument in these hedging strategies. The derivatives used to manage the risk associated with the Company's floating rate debt are designated as cash flow hedges.

Financial Obligations

Contractual Obligations

The following table summarizes the Company's future contractual obligations as of December 31, 2007. The table below does not
include future cash payments related to (i) contingent payments that may be made to Avis Budget and/or third parties at a future date; (ii) payments that may result from the transfer to
the Company of certain assets by Avis Budget; (iii) income tax payments related to FIN 48, for which the timing is uncertain; or (iv) the various guarantees described in the notes
to the Financial Statements included herein.

2008

2009

2010

2011

2012

Thereafter

Total(dollars in millions)Debt

$
17

$
18

$
18

$
17

$
18

$
3,680

$
3,768Interest payments(a)


302


298


296


291


289


502


1,978Operating leases (b)


72


66


62


42


24


127


393Other purchase commitments(c)


99


84


68


52








303Total

$
490

$
466

$
444

$
402

$
331

$
4,309

$
6,442


---

Other Commercial Commitments and Off-Balance Sheet Arrangements

Purchase Commitments.In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers and for other
capital expenditures. As of December 31, 2007, the Company had approximately $303 million of outstanding purchase commitments, primarily relating to service contracts for information
technology. These purchase obligations extend through 2011.

Standard Guarantees/Indemnifications.In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and
indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim
resulting from the transaction that is contemplated in the underlying agreement. Such guarantees and indemnifications are granted under various agreements, including those governing
(i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks or other intellectual property, (iv) access to credit
facilities and use of derivatives and (v) issuances of debt securities. The guarantees and indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in
purchase agreements, (ii) landlords in lease contracts, (iii) financial institutions in credit facility arrangements and derivative contracts and (iv) underwriters in debt
security issuances. While some of these guarantees and indemnifications extend only for the duration of the underlying agreement, many

65

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survive
the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of
future payments that the Company could be required to make under these guarantees and indemnifications, nor is the Company able to develop an estimate of the maximum potential amount of future
payments to be made under these guarantees and indemnifications as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees and
indemnifications, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, insurance coverage is maintained that mitigates any
potential payments to be made.

Recently Issued Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159 ("SFAS 159") "The Fair Value Option for Financial Assets and Financial
Liabilities", providing companies with an option to report selected financial assets and liabilities at fair value. The Standard's objective is to reduce both complexity in accounting for financial
instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for
different assets and liabilities that can create artificial volatility in earnings. SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related
assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Standard requires companies to provide
additional information that will help investors and other users of financial statements to more easily understand the effect of the Company's choice to use fair value on its earnings. It also requires
entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for the Company on
January 1, 2008. The Company is currently evaluating the impact of the adoption of this Statement on its financial statements.

In
September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS No. 158
requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its
statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company has adopted SFAS No. 158 on
January 1, 2007, as required.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157") which defines fair value, establishes a framework for measuring fair value and
expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company will adopt SFAS No. 157 on
January 1, 2008, as required, and is currently evaluating the impact of such adoption on its financial statements.

In
June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which is an
interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the provisions of FIN 48 effective January 1,
2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability
arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48
decreased opening accumulated deficit, by approximately $1 million.

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Under
the terms of the purchase agreement relating to the Acquisition, the Company is indemnified for all pre-closing income tax liabilities. For purposes of FIN 48,
with respect to periods prior to the Acquisition, the Company is only required to take into account tax returns for which it or one of its affiliates is the primary taxpaying entity, which consists of
separate state returns and non-U.S. returns. U.S. Federal and state combined and unitary tax returns as applicable in the post-Acquisition period. The Company, together with
its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes. During the first quarter of 2007, the Company implemented a series of transactions that led to
the creation of two U.S. consolidated income tax groups, one for the GDS and GTA businesses and one for the Orbitz Worldwide business. With limited exceptions, the Company is no longer subject to U.S.
Federal income tax, state and local, or non-U.S. income tax examinations by tax authorities for tax years before 2001.

The
Company has undertaken an analysis of all material tax positions in its tax accruals for all open years and has identified all of its outstanding tax positions and estimated the
transition amounts with respect to each item at the effective date. The Company expects a reduction of approximately $5 million in the total amount of unrecognized tax benefits within the next
12 months as a result of payments. The total amount of unrecognized tax benefits that, if recognized would affect the effective tax rate would be $27 million.

A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at January 1, 2007

$
27Increase in tax provision for prior year


3Increase in tax provision for current year


21Additions due to purchase accounting related to Worldspan


4Decrease from deconsolidation of Orbitz Worldwide


(2
)Balance at December 31, 2007

$
53


The
Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. The Company had accrued
approximately $6 million to reflect interest and penalties accrued during 2007.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We may hedge, as appropriate, our interest rate and currency exchange rate exposure. We use interest rate swaps and/or foreign currency
forwards to manage and reduce interest rate and foreign currency exchange rate risk associated with our foreign currency denominated receivables/payables, forecasted earnings of foreign subsidiaries,
external Euro debt and other transactions.

We
are exclusively an end user of these instruments, which are commonly referred to as derivatives. We do not engage in trading, market making or other speculative activities in the
derivatives markets. More detailed information about these financial instruments is provided in note 15 to the combined financial statements. Our principal market exposures are interest rate
and foreign currency rate risks.

We
have foreign currency rate exposure to exchange rate fluctuations worldwide and particularly with respect to the British pound, Euro and the Australian dollar. We anticipate that such
foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future.

We
assess our market risk based on changes in interest rate and foreign currency exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact
in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in rates.

The
fair values of cash and cash equivalents, trade receivables, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the
short-term nature of these assets. We use a current market pricing model to assess the changes in monetary assets and liabilities

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and
derivatives. The primary assumption used in these models is a hypothetical 10% change (increase and decrease) in interest and foreign currency exchange rates as of December 31, 2007 and
2006.

Our
total market risk is influenced by a wide variety of factors including the volatility present within the markets and the liquidity of the markets. There are certain limitations
inherent in the sensitivity analyses presented. While probably the most meaningful analysis, these "shock tests" are constrained by several factors, including the necessity to conduct the analysis
based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.

We
used December 31, 2007 and 2006 market rates to perform the sensitivity analyses separately for each of our outstanding financial instruments. The estimates are based on the
market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in exchange rates.

We
have determined that the impact of a 10% change in interest and foreign currency exchange rates and prices on our earnings, fair values and cash flows would not be material. While
these results may be used as benchmarks, they should not be viewed as forecasts.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and Financial Statement Index commencing on Page F-1 hereof.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T).    CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be
disclosed in reports filed under the Securities Exchange Act of 1934 (the "Act") is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In
connection with the Original Filing, the Company, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, respectively,
carried out an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act, as of December 31, 2007.
Based on the evaluation performed, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective in recording and
reporting the information required by the Act.

Subsequent
to the evaluation made in connection with the Original Filing and in connection with the restatement and filing of Amendment No. 1 on Form 10-K/A on
September 26, 2008, our management, including the Chief Executive Officer and Chief Financial Officer, re-evaluated the effectiveness of our disclosure controls and procedures and concluded
that, the Company's disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2007 because of the identification of the material weakness in its
internal control over financial reporting, described below, which the Company views as an integral part of its disclosure controls and procedures.

The
material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency
subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. In light of this material weakness, the
Company performed additional

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analyses
and other post-closing procedures to ensure the Company's consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management
believes that the financial statements included in this report fairly represent in all material respects the Company's financial condition, results of operations and cash flows for the periods
presented.

(b)   Internal Control over Financial Reporting.

We are not currently required to comply with Section 404 of the Sarbanes Oxley Act of 2002, and are therefore not required to make an assessment of the
effectiveness of our internal control over financial reporting for that purpose. However, in connection with the 2007 audit of our financial statements, we and our independent registered public
accountants identified certain deficiencies in our internal control over financial reporting that resulted in errors in our previously issued financial statements. Management has concluded that the
deficiencies in internal control over financial reporting constitute a material weakness. A description of the material weakness in our internal control over financial reporting related to our
financial close and reporting process is provided below.

The
material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency
subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. These control deficiencies resulted in
errors in certain account balances, resulting in an overstatement of revenue and an understatement of financial assistance expense.

(c)   Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the Company's fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control
over financial reporting.

During
2008, the Company commenced efforts to remediate the material weakness described above. While the remediation activities are ongoing, certain procedures already implemented did
result in the
identification of an error at a subsidiary within its GDS segment associated with the estimation of financial assistance expense that resulted in the restatement reflected in Note 2 to our
consolidated condensed financial statements included herein. The Company expects the remediation efforts to be complete by year-end.

(d)   Management's Annual Report on Internal Control Over Financial Reporting.

This Annual Report on Form 10-K/A does not include a report of management's assessment regarding internal control over financial reporting or
an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

ITEM 9B.    OTHER INFORMATION

None.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information about our executive officers and directors:

Name

Age

PositionJeff Clarke


46

President, Chief Executive Officer and DirectorMichael E. Rescoe


55

Executive Vice President and Chief Financial OfficerGordon A. Wilson


41

President and Chief Executive Officer, GDS BusinessKenneth S. Esterow


43

President and Chief Executive Officer, GTA BusinessEric J. Bock


42

Executive Vice President, General Counsel and Corporate Secretary; Chief Compliance OfficerPatrick J. Bourke III


49

Executive Vice President, Operations and Chief Reengineering OfficerTerence P. Conley


44

Executive Vice President, IntegrationJo-Anne Kruse


41

Executive Vice President, Human ResourcesPaul C. Schorr IV


40

Chairman of the Board of DirectorsMartin Brand


32

DirectorWilliam J.G. Griffith


36

DirectorDavid Weinberg


56

Director


Jeff Clarke.Mr. Clarke has served as our President and Chief Executive Officer since April 2006. Mr. Clarke has served as a member of our Board of
Directors since September 2006. Mr. Clarke also serves as Chairman of the Board of Directors of Orbitz Worldwide, Inc. Mr. Clarke has 21 years of strategic, operational and
financial experience with leading high-technology firms. From April 2004 to May 2006, Mr. Clarke was Chief Operating Officer of the software company CA, Inc. (formerly
Computer Associates, Inc.). Mr. Clarke also served as Executive Vice President and Chief Financial Officer of CA, Inc. from April 2004 until February 2005. From 2002 through
November 2003, Mr. Clarke was Executive Vice President, Global Operations at Hewlett-Packard Company. Before then, Mr. Clarke joined Compaq Computer Corporation in 1998 and held several
positions, including Chief Financial Officer of Compaq from 2001 until the time of Compaq's merger with Hewlett-Packard Company in 2002. From 1985 to 1998, Mr. Clarke held several financial,
operational and international management positions with Digital Equipment Corporation. Mr. Clarke serves on the Board of Directors of UTStarcom, Inc. a Nasdaq company involved in
IP-based, end-to-end networking solutions.

Michael E. Rescoe.Mr. Rescoe has served as our Executive Vice President and Chief Financial Officer since November 2006. Mr. Rescoe has
28 years of investment banking and Chief Financial Officer experience with Fortune 100 companies. Most recently, Mr. Rescoe was Chief Financial Officer for Tennessee Valley Authority
("TVA"), which he joined in July 2003. His responsibilities included treasury, accounting, risk management, financial planning, investor relations and retirement services, and he oversaw the
development and implementation of all financial strategies for the corporation. Before joining TVA, Mr. Rescoe served as Chief Financial Officer and Executive Vice President of Finance and
Planning at 3Com Corporation, a global leader in network technology solutions, in Santa Clara, California. While at 3Com, Mr. Rescoe helped to complete the spin-off of
Palm, Inc., the corporation's hand-held computing division. Prior to that, Mr. Rescoe was Chief Financial Officer of PG&E Corporation, one of the nation's largest utility and
energy companies, located in San Francisco, California. Mr. Rescoe also served as Executive Vice President and Chief Financial Officer for Dallas-based Enserch Corporation (formerly Lone Star
Gas), a diversified energy and utility company that was merged into TXU Inc. Mr. Rescoe serves on the Board of Directors and as Chairman of the Audit Committee of Global Crossing
Limited.

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Gordon A. Wilson.Mr. Wilson has served as President and Chief Executive Officer of Travelport's GDS business since November 2006. Prior to the acquisition
of Worldspan, Mr. Wilson served as President and Chief Executive Officer of Galileo. Mr. Wilson was Chief Executive Officer of B2B International Markets for Cendant's Travel Distribution
Services Division from July 2005 to August 2006 and Executive Vice President of International Markets from 2003 to 2005. From 2002 to April 2003, Mr. Wilson was Managing Director of Galileo
EMEA and Asia Pacific. From 2000 to 2003, Mr. Wilson was Vice President of Galileo EMEA. Mr. Wilson also served as Vice President of Global Customer Delivery based in Denver, Colorado,
General Manager of Galileo South Africa in Johannesburg, General Manager of Galileo Portugal and Spain in Lisbon, and General Manager of Airline Sales and Marketing. Prior to joining Galileo
International in 1991, Mr. Wilson held a number of positions in the European airline and chemical industries.

Kenneth S. Esterow.Mr. Esterow has served as President and Chief Executive Officer of Travelport's GTA business since January 2007. Mr. Esterow was
President and Chief Executive Officer of B2B Americas for Cendant's Travel Distribution Services Division from June 2005 to December 2006. From May 2003 to June 2005, Mr. Esterow was Executive
Vice President, Supplier Services for Cendant's Travel Distribution Services Division. From September 2001 to April 2003, Mr. Esterow was Senior Vice President and Chief Development Officer of
Cendant's Travel Distribution Services Division. Prior thereto, Mr. Esterow served as Senior Vice President, Corporate Strategic Development Group of Cendant Corporation, as well as Senior Vice
President and General Manager of AutoVantage.com, TravelersAdvantage.com and PrivacyGuard.com. Mr. Esterow joined Cendant Corporation in 1996 from Deloitte & Touche LLP, where he
was a management consultant.

Eric J. Bock.Mr. Bock has served as our Executive Vice President, General Counsel and Corporate Secretary, as well as our Chief Compliance Officer, since
August 2006. In addition, Mr. Bock oversees our government relations function. Mr. Bock also serves on the Board of Directors of numerous subsidiaries of Travelport, as well as
Travelport's Employee Benefits and Charitable Contribution Committees. From May 2002 to August 2006, Mr. Bock was Executive Vice President, Law and Corporate Secretary of Cendant where he
oversaw legal groups in multiple functions, including corporate matters, finance, mergers and acquisitions, corporate secretarial and governance, as well as the Travelport legal function since its
inception in 2001. From July 1997 until December 1999, Mr. Bock served as Vice President, Legal and Assistant Secretary of Cendant and was promoted to Senior Vice President in January 2000 and
Corporate Secretary in May 2000. Prior to this, Mr. Bock was an associate in the corporate group at Skadden, Arps, Slate, Meagher & Flom LLP in New York.

Patrick J. Bourke III.Mr. Bourke has served as our Executive Vice President, Operations and Chief Reengineering Officer since July 2006. Prior to joining
us, Mr. Bourke served as Chairman of the Board of Directors of Bid.com and has worked as a consultant to various venture capital and private equity portfolio companies. Starting in 1996,
Mr. Bourke held numerous positions in sales and consulting services of Intersolv, which he joined as Vice President. From 1988 to 1996, Mr. Bourke held various management positions in
the insurance and marketing divisions of Perot Systems, Inc., where he managed strategic planning and was responsible for North American operations. Prior thereto, Mr. Bourke served in
various technical and management positions with Electronic Data Systems Corporation.

Terence P. Conley.Mr. Conley has served as our Executive Vice President, Integration since September 2007. Prior to this role, Mr. Conley was our
Executive Vice President and Chief Administrative Officer beginning in August 2006. Mr. Conley was Executive Vice President, Human Resources and Corporate Services of Cendant from 2003 to
August 2006, responsible for oversight of global human resources, facilities management, corporate real estate, events marketing and security functions. Prior thereto, Mr. Conley was Senior
Vice President, Global Human Resources of Cendant since July 1999. Prior to joining Cendant, Mr. Conley spent nearly ten years with the PepsiCo

71

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organization
in various roles, including Vice President of Human Resources at The Pepsi-Cola Company, Director of Human Resources with PepsiCo's Frito Lay division, Director of Human
Resources for PepsiCo Corporate and Director of Human Resources with PepsiCo's KFC unit. Effective April 1, 2008, Mr. Conley will no longer serve as our Executive Vice President,
Integration, but will serve as a Special Advisor to the Company.

Jo-Anne Kruse.Ms. Kruse has served as our Executive Vice President, Human Resources since August 2006. Ms. Kruse is also responsible for
global security and facilities for Travelport. In addition, Ms. Kruse serves as the Chair of our Employee Benefits Committee and a member of our Charitable Contribution Committee. From January
2005 to August 2006, Ms. Kruse was Executive Vice President, Human Resources of Cendant's Travel Distribution Services Division and, from October 2001 to January 2005, Ms. Kruse was
Senior Vice President, Human Resources of Cendant's Travel Distribution Services Division. From December 1999 to October 2001, Ms. Kruse was Vice President, Human Resources for Cendant. Prior
to joining Cendant, Ms. Kruse served in a variety of human resource positions at PepsiCo, Inc./Frito-Lay for five years. Prior thereto, Ms. Kruse served in various
human resources positions at Bristol-Myers Squibb/Clairol and Chase Manhattan Bank.

Paul C. Schorr IV ("Chip").Mr. Schorr has served as a member of our Board of Directors since July 2006 and as the Chairman of our Board of Directors since
September 2006. Mr. Schorr has served as Chairman of our Compensation Committee since September 2006. Mr. Schorr has served as a member of our Audit Committee since September 2006 and
served as Chairman of the Audit Committee from September 2006 to March 2007. Mr. Schorr is a Senior Managing Director in the Corporate Private Equity Group of Blackstone. Mr. Schorr
principally concentrates on investments in technology. Before joining Blackstone in 2005, Mr. Schorr was a Managing Partner of Citigroup Venture Capital in New York where he was responsible for
the firm's technology/telecommunications practice. Mr. Schorr was involved in such transactions as Fairchild Semiconductor, ChipPAC, Intersil, AMI Semiconductor, Worldspan, NTelos and
MagnaChip. He had been with Citigroup Venture Capital for nine years. Mr. Schorr received his MBA with honours from Harvard Business School and a BSFS magna cum laude from Georgetown
University's School of Foreign Service. He is a member of the Board of Directors of Freescale Semiconductor, Inc., AMI Semiconductor, Inc., MagnaChip and Orbitz Worldwide.
Mr. Schorr is also a member of the Board of Jazz at Lincoln Center.

Martin J. Brand.Mr. Brand has served as a member of our Board of Directors, Chairman of our Audit Committee and a member of our Compensation Committee
since March 2007. Mr. Brand is a Principal in the Corporate Private Equity Group of Blackstone. Mr. Brand joined Blackstone's London office in 2003 and transferred to Blackstone's New
York office in 2005. Since joining Blackstone, Mr. Brand has been involved in the execution of the firm's direct investments in SULO, Kabel BW, Primacom, New Skies, CineUK, NHP and Travelport.
Before joining Blackstone, Mr. Brand was a consultant with McKinsey & Company. Prior to that, Mr. Brand was a derivatives trader with the Fixed Income, Currency and Commodities
division of Goldman, Sachs & Co. in New York and Tokyo.

William Griffith.Mr. Griffith has served as a member of our Board of Directors and our Audit Committee and Compensation Committee since September 2006.
Mr. Griffith is a General Partner of Technology Crossover Ventures, or TCV, a private equity and venture capital firm. Mr. Griffith joined TCV as a Principal in 2000 and became a General
Partner in 2003. Prior to joining TCV, Mr. Griffith was an associate at The Beacon Group, a private equity firm that was acquired by JP Morgan Chase in 1999. Prior to that, Mr. Griffith
was an investment banking analyst at Morgan Stanley. Mr. Griffith serves on the boards of directors of several privately-held companies.

David L. Weinberg.Mr. Weinberg has served as a member of our Board of Directors since April 2007 and a member of our Audit Committee and Compensation
Committee since May 2007. Mr. Weinberg has been a Senior Operating Partner at One Equity Partners in New York since 2001. From 1998 to 2000, Mr. Weinberg served as a Managing Director
for Allegro Capital Ltd. in London.

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From
1995 to 1998, Mr. Weinberg served as a Managing Director at Nippon Credit International, Ltd. in London and the Chief Executive Officer of the securities subsidiary of the Nippon
Credit Bank. From 1988 to 1994, Mr. Weinberg was a Partner at Eastbridge Capital, Inc. in New York. From 1980 to 1988, Mr. Weinberg served in varying senior positions at EF
Hutton, Inc. and Citicorp, both in New York.

Each
Director is elected annually and serves until the next annual meeting of stockholders or until his or her successor is duly elected and qualified.

None
of our Directors receive compensation for their service as a Director, but receive reimbursement of expenses incurred from their attendance at Board of Director meetings.

Our
executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships between our directors and executive officers.

Compensation Committee Interlocks and Insider Participation

As a privately-held company, we are not required to have independent directors on our Board of Directors. None of our
directors is independent.

Board Composition

Committees of the Board

Our board of directors has an audit committee, a compensation committee and an executive committee. Our board of directors may also
establish from time to time any other committees that it deems necessary and advisable. None of the directors in these committees are independent directors.



Our Audit Committee is comprised of Messrs. Schorr, Brand, Griffith and Weinberg. Mr. Brand is the Chairman of the Audit
Committee. The audit committee is responsible for assisting our board of directors with its oversight responsibilities regarding: (i) the integrity of our financial statements; (ii) our
compliance with legal and regulatory requirements; (iii) our independent registered public accounting firm's qualifications and independence; and (iv) the performance of our internal
audit function and independent registered public accounting firm.

As
we do not have publicly traded equity outstanding, we are not required to have an audit committee financial expert. Accordingly, our Board of Directors has not made a determination as
to whether it has an audit committee financial expert.



Our Compensation Committee is comprised of Messrs. Schorr, Brand, Griffith and Weinberg. Mr. Schorr is the Chairman of
the Compensation Committee. The compensation committee is responsible for determining executive base compensation and incentive compensation and approving the terms of grants pursuant to our equity
incentive program.

Code of Conduct

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers and employees, including our principal
executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics can be accessed in the "Investor CenterCorporate Governance"
section of our website atwww.travelport.com. The purpose of our code is to promote honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and

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understandable
disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers and directors.

Limitations of Liability and Indemnification Matters

Our corporate by-laws provide that, to the fullest extent permitted by law, every current and former director, officer or
other legal representative of our company shall be entitled to be indemnified by our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and
expenses (including attorneys' fees and disbursements) resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
including, but not limited to, an action by or in the right of the company to procure a judgment in its favor, by reason of the fact that such person is or was a director or officer of the company, or
is or was serving in any capacity at the request of the company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Persons who are not our
directors or officers may be similarly indemnified in respect of service to the company or to any other entity at the request of the company to the extent our Board of Directors at any time specifies
that such persons are entitled to indemnification.

To
the fullest extent permitted by applicable law, we or one or more of our affiliates plan to enter into agreements to indemnify our directors, executive officers and other employees.
Any such agreements would provide for indemnification for related expenses including attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or
proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our directors and executive officers.

As
of the date of this Annual Report on Form 10-K, we are not aware of any pending litigation or proceeding involving any director, officer, employee or agent of our
company where indemnification will be required or permitted. Nor are we aware of any threatened litigation or proceeding that might result in a claim for indemnification.

ITEM 11.    EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Since our acquisition by affiliates of Blackstone and TCV, our executive compensation plans have been designed to attract and retain
talented individuals and to link the compensation of those individuals to our performance.

Following
the acquisition, we adjusted the compensation of our executives to reflect our status as a newly-independent company owned by private equity firms. Specifically, we entered
into the equity arrangements described below, and we entered into employment agreements with most of our senior executives, which standardized the employment terms for these individuals and reflected
the financial terms, such as the base salary and annual target bonus, in light of their new roles in Travelport. In 2007, we distributed equity to, awarded bonuses to and adjusted the terms of
existing equity awards for our executive officers to reflect our success as a company and our executives' contributions to that success.

We
have, from time to time, used market data provided by Towers Perrin, Frederick W. Cook, Mercer Consulting and New Bridge Street Consultants to obtain comparative information about the
levels and forms of compensation that companies of comparable size to us award to executives in comparable positions. We use this data to ensure that our executive compensation program is competitive
and that the compensation we award to our senior executives is competitive with that awarded to senior executives in similar positions at similarly-sized companies. Our market comparison

74

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information
is generally based upon S&P 500 and FTSE 100 and 250 survey data. Compensation data on competitive companies is generally not available because they are privately
held.

Our
Board of Directors has formed a Compensation Committee, which is comprised of Messrs. Schorr (chair), Brand, Griffith and Weinberg. The purpose of the Compensation Committee
is to, among other things, determine executive compensation and approve the terms of our equity incentive plans.

Compensation of Our Named Executive Officers

Our Named Executive Officers for the fiscal year ended December 31, 2007 are Jeff Clarke, our President and Chief Executive
Officer, Michael Rescoe, our Executive Vice President and Chief Financial Officer, Gordon Wilson, our President and Chief Executive Officer, GDS, Kenneth Esterow, our President and Chief Executive
Officer, GTA, and Patrick J. Bourke III, our Executive Vice President, Operations and Chief Reengineering Officer.

Executive Compensation Objectives and Philosophy

As a privately-held company that is part of Blackstone's private equity portfolio, our primary executive compensation
objective is to attract and retain top talent from within the highly competitive global marketplace so as to maximize shareholder value. We seek to recruit and retain individuals who have demonstrated
a high level of expertise and who are leaders in our unique, technology-based industry. As a result of the industry's historical and current developments, cash and other compensation paid to our
executive officers are typically highly competitive.

Our
highly competitive compensation program is composed of four principal components, all of which are identified in the Summary Compensation Table
below:



Our
executive compensation strategy uses cash compensation and perquisites to attract and retain talent, and our variable cash and long-term incentives aim to ensure a
performance-based delivery of pay that aligns, as much as possible, our Named Executive Officers' rewards with our shareholders' interests and takes into account competitive factors and the need to
attract and retain talented individuals.

Other Considerations

We also consider individual circumstances related to each executive's retention. For example, when Mr. Clarke was hired by
Cendant as our chief executive officer to guide us through either the completion of the sale of the Travelport businesses to a third party or through an initial public offering, he forfeited certain
economic incentives associated with his previous employment. As a result, Cendant provided Mr. Clarke with a compensation package designed to compensate Mr. Clarke for the forfeited
awards. The level of his compensation was also set by Cendant to be commensurate with the compensation of other similarly situated chief executives in the industry and within Cendant, and to reflect
the post-employment non-competition covenant to which Mr. Clarke agreed as part of his employment contract. Likewise, in connection with the acquisition,
Mr. Clarke agreed to amend certain terms of his employment agreement in light of the fact that we would continue to be a privately-held company, and we provided Mr. Clarke
with a compensation package that was comparable in economic

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terms
to his former compensation package at Cendant and reflected his enhanced responsibility due to our sale by Cendant. The specific terms of Mr. Clarke's employment agreement are set forth
below under "Employment Agreements."

In
addition, the other Named Executive Officers, with the exception of Mr. Rescoe, who joined us following the acquisition, and Mr. Bourke, who joined us just prior to the
acquisition, similarly received compensation packages that reflect their new responsibilities since the acquisition.

Salary.Base salaries for our Named Executive Officers reflect each executive's level of experience, responsibilities and expected future contributions to our
success, as well as market competitiveness. Base salaries are specified in each officer's employment agreement or offer letter, which dictates the individual's base salary for so long as the agreement
specifies, as described more fully below under "Employment Agreements." We review base salaries annually based upon, among other factors, individual and company performance and the
competitive environment in our industry in determining whether salary adjustments are warranted.

Bonuses.We pay two different types of bonuses:



Long-Term Incentive Compensation.The principal goal of our long-term incentive plans is to align the interests of our executives and our
shareholders.



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

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Equity
Unit entitles its holder to receive one Class A-2 Unit at a future date, subject to certain vesting conditions.

Pension and Non-Qualified Deferred Compensation.None of our Named Executive Officers receives benefits under a defined benefit pension plan. We do,
however, provide for limited deferred compensation arrangements for executives.

All Other Compensation.We have a limited program granting perquisites and other benefits to our executive officers.

Summary Compensation Table

The following table contains compensation information for our Named Executive Officers for the fiscal year ended December 31,
2007.

Name and Principal Position

Year

Salary
($)

Bonus(1)
($)

Stock
Awards(2)
($)

Non-Equity
Incentive Plan
Compensation(3)
($)

All Other
Compensation(4)
($)

Total
($)Jeff Clarke,
President, Chief Executive Officer and Director(6)


2007
2006


1,000,000
653,846


0
7,005,000
(7)

35,059,616
10,980,258
(8)

5,250,000
980,769
(9)

1,340,271
117,960
(5)

42,649,887
19,737,833Gordon Wilson,
President and Chief Executive Officer, GDS(10)


2007
2006


653,363
604,853


0
1,903,638


14,762,136
4,156,914


1,389,430
510,696


164,602
185,627
(11)

16,969,531
7,361,728Michael Rescoe,
Executive Vice President and Chief Financial Officer(13)


2007
2006


500,000
53,846


0
0


11,847,696
2,842,207


1,000,000
250,000
(14)

531,569
16,791
(12)

13,879,265
3,162,844Kenneth Esterow,
President and Chief Executive Officer, GTA


2007
2006


433,654
380,671


0
1,788,125
(16)

9,123,789
3,315,972


925,000
417,812


326,153
70,288
(15)

10,808,596
5,972,868Patrick J. Bourke III,
Executive Vice President, Operations and Chief Reengineering Officer(18)


2007
2006


500,000
211,538


0
200,000
(19)

8,523,483
1,762,777


1,000,000
250,000


250,686
2,475
(17)

10,274,169
2,426,790


---

77

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78

---





Grants of Plan-Based Awards During 2007

All Other
Stock
Awards:
Number
of Shares
of Stock
Units
(#)Estimated Potential Payouts
Under Non-Equity Incentive
Plan Awards

Estimated Future Payouts
Under Equity Plan Awards

Grant Date
Fair Value
of Stock
and
Option
Awards(1)
($)Name

Type of Award

Grant Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)Jeff Clarke,

Non-equity incentive plan




$
0

$
1,500,000

$
5,250,000President, Chief Executive

Restricted Equity Units ("REUs")


04/05/07




















1,625,967

$
2,991,779Officer and Director

Class B-1 Units


05/10/07














280,541







$
187,962Class C Units


05/10/07














280,541







$
790,034
(1)Class D Units


05/10/07














280,541







$
790,034
(1)SPSP REUs


08/29/07











0





2,651,601




$
1,998,465
(2)SPSP REUs


11/06/07











0





300,000




$
614,031
(2)REUs


12/31/07




















4,646,673

$
12,934,405Gordon Wilson,

Non-Equity Incentive Plan




$
0

$
694,715

$
1,389,430President and Chief Executive

REUs


04/05/07




















642,967

$
1,183,059Officer, GDS

Class B-1 Units


05/10/07














110,936







$
74,327Class C Units


05/10/07














110,936







$
312,408
(1)Class D Units


05/10/07














110,936







$
312,408
(1)SPSP REUs


08/29/07











0





1,356,633




$
1,022,470
(2)SPSP REUs


11/06/07











0





300,000




$
614,031
(2)REUs


12/31/07




















1,837,466

$
5,114,741Michael Rescoe,

Non-Equity Incentive Plan




$
0

$
500,000

$
1,000,000Executive Vice President and

REUs


04/05/07




















503,567

$
926,563Chief Financial Officer

Class B-1 Units


05/10/07














86,884







$
58,212Class C Units


05/10/07














86,884







$
244,675
(1)Class D Units


05/10/07














86,884







$
244,675
(1)SPSP REUs


08/29/07











0





1,060,640




$
799,385
(2)SPSP REUs


11/06/07











0





300,000




$
614,031
(2)REUs


12/31/07




















1,439,088

$
4,005,822Kenneth Esterow,

Non-Equity Incentive Plan




$
0

$
462,500

$
925,000President and Chief Executive

REUs


04/05/07




















443,013

$
815,144Officer, GTA

Class B-1 Units


05/10/07














76,436







$
51,212Class C Units


05/10/07














76,436







$
215,252
(1)Class D Units


05/10/07














76,436







$
215,252
(1)SPSP REUs


08/29/07











0





901,544




$
679,478
(2)SPSP REUs


11/06/07











0





300,000




$
614,031
(2)REUs


12/31/07




















1,266,037

$
3,524,120Patrick J. Bourke III,

Non-Equity Incentive Plan




$
0

$
500,000

$
1,000,000Executive Vice President,

REUs


04/05/07




















300,490

$
552,902Operations and Chief

Class B-1 Units


05/10/07














220,369







$
147,647Reengineering Officer

Class C Units


05/10/07














220,369







$
620,583
(1)Class D Units


05/10/07














220,369







$
620,583
(1)SPSP REUs


08/29/07











0





1,060,640




$
799,385
(2)REUs


12/31/07




















983,044

$
2,736,386


---

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Employment Agreements

We have currently effective employment agreements or offer letters with each of our Named Executive Officers, which supersede all prior
understandings regarding their employment. Named Executive Officers also received equity-based awards in TDS Investor (Cayman) L.P.

Jeff Clarke, President and Chief Executive Officer

Compensation, Term.Jeff Clarke entered into an amended employment agreement with TDS Investor (Cayman) L.P., effective September 26, 2006, pursuant
to which he serves as our President and Chief Executive Officer. Mr. Clarke's employment agreement has a three-year term and provides for automatic one-year renewal
periods upon the expiration of the initial term or any subsequent term, unless either party provides notice of non-renewal at least 120 days prior to the end of the
then-current term. Mr. Clarke is entitled to a minimum base salary of $1,000,000, subject to annual increases at the discretion of our Board of Directors. Mr. Clarke is
eligible for a target annual bonus of 150% of his base salary upon the achievement of an annual EBITDA target established by our Board (with a maximum potential bonus of 350% of target level). In
addition, under his amended employment agreement, Mr. Clarke received a restricted cash award of $2,100,000 that vests and becomes payable in 20% installments on each of March 31, 2007,
June 30, 2007, September 30, 2007, December 31, 2007 and March 31, 2008.

Severance Terms.Mr. Clarke's employment agreement provides that if he is terminated by us without cause or resigns as a result of constructive termination,
he will receive his base salary through termination, unpaid annual bonus from the preceding year, reimbursement for un-reimbursed business expenses and any accrued benefits under our
benefits plans ("accrued rights"), and the following:



In
addition, 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.

Constructive Termination.Constructive termination is defined in Mr. Clarke's employment agreement as:



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Any
of the events described above will be a constructive termination only if we fail to cure the event within 30 days after receipt from Mr. Clarke of written notice of the
event that he believes constitutes a constructive termination. In addition, a constructive termination shall cease to exist for an event on the 60th day following the later of its
occurrence or Mr. Clarke's knowledge of the event, unless Mr. Clarke has given us written notice thereof prior to such date.

Gordon Wilson, President and Chief Executive Officer, GDS

Compensation, Term.Galileo International Ltd (our wholly owned indirect subsidiary) entered into a service agreement with Gordon Wilson effective
March 30, 2007, which reflects the material terms of the company's earlier agreements with Mr. Wilson. The service agreement continues until it is terminated by either party giving to
the other at least twelve months' prior written notice. If full notice is not given, we will pay salary and benefits in lieu of notice for any unexpired period of notice, regardless of which party
gave notice of termination. Mr. Wilson is entitled to a minimum base salary of £325,000, subject to annual increases at the discretion of our Board of Directors. Mr. Wilson
is eligible for a target annual bonus of 100% of his base salary. Mr. Wilson's period of continuous employment with us commenced on May 13, 1991 and will automatically terminate on his
60th birthday. Mr. Wilson's current base salary is £375,000.

Severance Terms.Mr. Wilson's employment agreement requires that if either he or we serve notice to the other to terminate Mr. Wilson's employment
with us, in our absolute discretion, we may require him to take "garden leave" for all or part of the remaining period of his employment. If Mr. Wilson is asked to take garden leave,
he:



During
any period of garden leave, Mr. Wilson will continue to receive his full salary, other remuneration and benefits.

Messrs. Rescoe (Executive Vice President and Chief Financial Officer) and Esterow (President and Chief Executive Officer, GTA)

Compensation, Term.The employment agreements for Michael Rescoe and Kenneth Esterow each have a three-year initial term. They provide for automatic
one-year renewal periods upon the expiration

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of
the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Each of
the agreements also includes provision for the payment of an annual base salary subject to annual review and adjustment, and each of Messrs. Rescoe and Esterow is eligible for a target annual
bonus based upon the achievement of certain financial performance criteria of 100% of annual base salary. Current base salary is $500,000 for Mr. Esterow and $500,000 for Mr. Rescoe.

Severance Terms.The terms of the employment agreements for each of Messrs. Esterow and Rescoe establish that, if such officer is terminated by us without
cause or resigns as a result of constructive termination, he will continue to receive his then annual base salary and target annual bonus in accordance with our normal payroll practices for a period
of up to twenty-four months. In addition, he will receive his then accrued rights, a pro rata portion of his then annual bonus for the year of termination, payable when otherwise paid to
executives for that year, and any vesting of any equity-based awards to the extent provided for in the award agreements.

Constructive Termination.Constructive termination is defined in the employment agreements for Messrs. Esterow and Rescoe
as:



Any
of the events described above will be a constructive termination only if we fail to cure the event within 30 days after receipt from the executive of written notice of the
event that he believes constitutes a constructive termination. In addition, a constructive termination shall cease to exist for an event on the 60th day following the later of its occurrence or
the executive's knowledge of the event, unless the executive has given us written notice thereof prior to such date.

Patrick J. Bourke III, Executive Vice President, Operations and Chief Reengineering Officer

We entered into an offer letter with Mr. Bourke effective July 24, 2006, pursuant to which he serves as Executive Vice
President, Operations and Chief Reengineering Officer. Pursuant to the terms of the offer letter, Mr. Bourke's annual base salary is $500,000 and his target bonus is 100% of his eligible
earnings, which are typically his base salary during the relevant time period. In addition, pursuant to his offer letter, Mr. Bourke also received a one-time bonus of $200,000,
which he elected to receive in the form of Restricted Equity Units, upon completion of mutually-agreed upon short-term objectives. Mr. Bourke's offer letter provides that if he is
terminated by us without cause, and executes, does not revoke and complies with the terms of a separation agreement and general release (waiving all legal claims against us) and a restrictive covenant
agreement under which he agrees not to compete against us and not to solicit our employees and customers, in each case for two years following his termination from employment with us,
Mr. Bourke will receive (1) a lump sum severance payment equal to the sum of two years of his annual base salary and annual target bonus at the time of his

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separation
from employment and (2) one year of accelerated vesting of any outstanding equity grants, subject to the approval of our Compensation Committee.

Restrictive Covenants

As a result of the restrictive covenants contained in their employment agreements and/or equity award agreements, each of the Named
Executive Officers has agreed not to disclose, or retain and use for his own benefit or benefit of another person our confidential information. Each Named Executive Officer has also agreed not to
directly or indirectly compete with us, not to solicit our employees or clients, engage in, or directly or indirectly manage, operate, or control or join our competitors, or compete with us or
interfere with our business or use his status with us to obtain goods or services that would not be available in the absence of such a relationship to us. Each equity award agreement provides that
these restrictions are in place for two years. In the case of
Messrs. Clarke, Rescoe and Esterow, these restrictions in their employment agreements are effective for a period of two years after employment with us has been terminated for any reason. In the
case of Mr. Wilson, the restrictions contained in his employment agreement are effective for a period of 12 months following the termination of his employment. Should we exercise our
right to place Mr. Wilson on "garden leave," the period of time that he is on such leave will be subtracted from and thereby reduce the length of time that he is subject to these restrictive
covenants in his employment agreement.

In
addition, each of the Named Executive Officers has agreed to grant us a perpetual, non-exclusive, royalty-free, worldwide, assignable and sublicensable license
over all intellectual property rights that result from his work while employed with us.

Our Equity Incentive Plan

Under the terms of the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended and/or restated, we may grant equity incentive
awards in the form of Class A-2 Units or Restricted Equity Units to current or prospective officers, employees, non-employee directors or consultants. The plan also
previously allowed the grant of Class B Units, Class B-1 Units, Class C Units, Class C-1 Units and Class D Units, but, as detailed below, those Units
were converted into Class A-2 Units in December 2007.

Purposes of the Plan

The purposes of the plan are:



Administration of the Plan

The Board of Directors of TDS Investor (Cayman) GP Ltd. conducts the general administration of the plan in accordance
with the plan's provisions. The Board administers, construes and interprets the plan and establishes rules for carrying it out and makes changes to such rules when appropriate.

The
Board may employ counsel, consultants, accountants, appraisers, brokers or other persons, and may appoint other agents to properly administer the plan. The Board and our officers and
directors are entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Board in good faith shall be final
and binding. No member of the Board shall be personally liable for any action, determination or interpretation made in

83

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good
faith with respect to the plan or the awards, and all members of the Board shall be fully protected by us with respect to any such action, determination or interpretation.

The
Board may from time to time make awards under the plan to employees, or other persons having a relationship with us or any of our subsidiaries, in such form and having such terms,
conditions and limitations as the board may determine. Subject to the provisions of the plan, the Board will determine the forms and amounts of awards for participants. The terms, conditions and
limitations of each award under the plan must be set forth in an award agreement in a form approved by the Board, consistent, however, with the terms of the plan; provided that award agreements will
contain provisions dealing with the treatment of awards in the event of the termination of employment, death or disability of a participant, and may also include provisions concerning the treatment of
awards in the event of a change of control of us. The Board has the authority to make such amendments to any terms and conditions applicable to outstanding grants as are consistent with the plan,
provided that, except for adjustments under the adjustment provisions set forth in the plan, no such action can modify an award in a manner adverse to the participant without the participant's consent
except as such modification is provided for or contemplated in the terms of the award. The Board will determine whether and when awards may be settled, exercised, canceled, forfeited, or suspended.
All designations, determinations and other decisions made by the Board relating to the plan or any award will be binding upon all persons.

Awards

Awards may be granted singly, in combination or in tandem. Awards, in the Board's sole discretion, may take the form of units or
restricted equity units. The participant will be required to become a party to an award agreement as a condition to the grant of an award. Upon receipt of the units, the participant also will be
required to become a party to our partnership agreement. All awards and interests will be held by the participant subject to the terms and conditions of our partnership agreement and the award
agreement.

Restricted Equity Awards

Our Named Executive Officers hold a number of Restricted Equity Units and Class A-2 Units. A Restricted Equity Unit entitles its
holder to receive one Class A-2 Unit at a future date, subject to vesting conditions if applicable. The Class A-2 Units are interests in a limited partnership and
have economic characteristics that are similar to those of shares of common stock in a corporation. In December 2007, we fully accelerated the vesting of all Restricted Equity Units held by our Named
Executive Officers, except for Restricted Equity Units granted under the Supplemental Profit Sharing Plan described below.

Class B Units, Class B-1 Units, Class C Units, Class C-1 Units and Class D Units

Also in December 2007, we fully accelerated the vesting of all Class B Units, Class B-1 Units, Class C
Units, Class C-1 Units and Class D Units held by our Named Executive Officers and converted them into fully-vested Class A-2 Units.

Supplemental Profit Sharing Plan

On July 19, 2007, our Board of Directors approved the Travelport 2007 Supplemental Profit Sharing Plan. The Supplemental Profit Sharing
Plan provides for management profit sharing bonus payments aggregating 25% of the amount by which adjusted EBITDA exceeds a certain threshold for 2007. The bonus payments shall be made in the form of
cash or Restricted Equity Units. On March 4, 2008, our Board of Directors approved the vesting of 73.53% of the Restricted Equity Units granted pursuant to the Supplemental Profit Sharing Plan.
Such Restricted Equity Units vested based on the

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percentage
of the stretch target of $102 million in Company EBITDA beyond the 2007 adjusted EBITDA target achieved.

Outstanding Equity Awards at 2007 Fiscal-Year End

Stock AwardsName

Type of Award

Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)

Market Value
of Shares or
Units of
Stock That
Have Not
Vested
($)

Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)

Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)(1)(2)Jeff Clarke,
President, Chief Executive Officer and Director

REUs
SPSP REUs


0



0




2,170,312

$

6,041,246Gordon Wilson,
President and Chief Executive Officer, GDS

REUs
SPSP REUs


0



0




1,218,122

$

3,390,745Michael Rescoe,
Executive Vice President and Chief Financial Officer

REUs
SPSP REUs


0



0




1,000,478

$

2,784,915Kenneth Esterow,
President and Chief Executive Officer, GTA

REUs
SPSP REUs


0



0




883,495

$

2,459,283Patrick J. Bourke III,
Executive Vice President, Operations and Chief Reengineering Officer

REUs
SPSP REUs


0



0




779,888

$

2,170,884


---

85

---



Option Exercises and Stock Vested in 2007

Stock AwardsNumber of
Restricted Equity
Units Becoming
Vested During
the Year

Number of Class B
Units, Class B-1
Units, Class C Units
and Class D Units
Becoming Vested
During the Year

Number of A-2
Units Resulting
from Conversion of
Class B Units,
Class B-1 Units,
Class C Units and
Class D Units

Number of
Shares/Units
Acquired on
Vesting
(#)(1)

Value
Realized
on Vesting
($)(2)Jeff Clarke,
President, Chief Executive Officer and Director


12,937,218


10,019,706


10,072,093


23,009,311

$
56,475,997Gordon Wilson,
President and Chief Executive Officer, GDS


4,672,053


4,145,592


4,167,158


8,839,211

$
22,711,281Michael Rescoe
Executive Vice President and Chief Financial Officer


3,510,922


3,342,843


3,360,178


6,871,100

$
17,166,501Kenneth Esterow,
President and Chief Executive Officer, GTA


4,000,670


2,101,455


2,112,814


6,113,484

$
15,211,444Patrick J. Bourke III
Executive Vice President, Operations and Chief Reengineering Officer(3)


2,307,452


2,556,084


2,572,595


4,880,097

$
12,278,535


---

Pension Benefits in 2007

No Named Executive Officers are currently in a defined benefit plan sponsored by us or our subsidiaries and affiliates.

86

---



Nonqualified Deferred Compensation in 2007

All amounts disclosed in this table relate to our Travelport Americas, LLC Officer Deferred Compensation Plan (the "the Deferred
Compensation Plan"). The Deferred Compensation Plan allows certain executives to defer a portion of their compensation until a later date (which can be before or after their employment), and to
receive an employer match on their contributions. In 2007, this compensation included base salary and semi-annual bonus, and the
employer match was up to 6%. Each participant can elect to receive a single lump payment or annual installments over a period elected by the executive of up to 10 years.

In
contrast to earlier tables that reflect amounts paid for 2007, the amounts in the table below are only those received in 2007,i.e.they include deferred compensation amounts in 2007 for 2006 but not deferred compensation amounts in 2008 for 2007.

Name

Beginning
Balance at Prior
FYE (12/31/2006)
($)

Executive
Contributions in
Last FY
($)

Registrant
Contributions in
Last FY
($)

Aggregate
Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate Balance
at Last FYE
(12/31/2007)
($)Jeff Clarke,
President, Chief Executive Officer and Director


89,191


699,999


262,500


17,253


0


1,068,943Gordon Wilson,
President and Chief Executive Officer, GDS(a)


0


0


0


0


0


0Michael Rescoe,
Executive Vice President and Chief Financial Officer


0


0


0


0


0


0Kenneth Esterow,
President and Chief Executive Officer, GTA


25,662


38,250


38,250


(378
)

0


101,783Patrick J. Bourke III,
Executive Vice President, Operations and Chief Reengineering Officer


0


60,000


60,000


3,836


0


123,836


---

87

---





Severance Arrangements

Potential Payments Upon Termination of Employment

The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which
the Named Executive Officers would be entitled upon termination of employment on December 31, 2007.

Potential Payments Upon Termination of Employment or Change in Control

Current

Cash Severance Payment($)

Continuation of
Certain
Benefits
(present
value)($)

Acceleration and
Continuation of
Equity Awards
(unamortized
expense as of
12/31/07)($)

Excise Tax
Gross-up($)

Total
Termination
Benefits($)Jeff Clarke

Voluntary retirement


0

0


0


0

0

Involuntary termination


10,520,000

95,141


6,041,246


0

16,656,387

Change in Control (CIC)


0

0


8,216,029


0

8,216,029

Involuntary or good reason termination after CIC


10,520,000

95,141


0


0

10,615,141Gordon Wilson

Voluntary retirement


0

0


0


0

0

Involuntary termination


2,977,350

0


3,390,745


0

6,368,095

Change in Control (CIC)


0

0


4,611,377


0

4,611,377

Involuntary or good reason termination after CIC


2,977,350

0


0


0

2,977,350Michael Rescoe

Voluntary retirement


0

0


0


0

0

Involuntary termination


2,500,000

61,812


2,784,915


0

5,346,727

Change in Control (CIC)


0

0


3,787,456


0

3,787,456

Involuntary or good reason termination after CIC


2,500,000

61,812


0


0

2,561,812Kenneth Esterow

Voluntary retirement


0

0


0


0

0

Involuntary termination


2,500,000

58,041


2,459,283


0

5,017,324

Change in Control (CIC)


0

0


3,344,599


0

3,344,599

Involuntary or good reason termination after CIC


2,500,000

58,041


0


0

2,558,041Patrick J.Bourke

Voluntary retirement


0

0


0


0

0

Involuntary termination


2,000,000

13,875


2,170,884


0

4,184,759

Change in Control (CIC)


0

0


2,952,381


0

2,952,381

Involuntary termination after CIC


2,000,000

13,875


0


0

2,013,875


88

---



Accrued Pay and Regular Retirement Benefits.The amounts shown in the table above do not include payments and benefits to the extent they are provided on a
non-discriminatory basis to salaried employees generally upon termination of employment. These include:



Deferred Compensation.The amounts shown in the table do not include distributions of plan balances under our deferred compensation plan. Those amounts are shown
in the Nonqualified Deferred Compensation in 2007 table above.

Death and Disability.A termination of employment due to death or disability does not entitle the Named Executive Officers to any payments or benefits that are not
available to salaried employees generally.

Involuntary and Constructive Termination and Change-in-Control Severance Pay Program.As described above "Employment
Agreements," the Named Executive Officers are entitled to severance pay in the event that their employment is terminated by us without cause or, in the case of Messrs. Clarke, Rescoe and Esterow, if
the Named Executive Officer resigns as a result of a constructive termination or, in the case of Mr. Wilson, a resignation due to fundamental breach of contract. Mr. Bourke does not have
constructive termination protection in his offer letter. The amounts shown in the table are for such "involuntary or constructive terminations" and are based on the following assumptions and
provisions in the employment agreements:



89

---





Payments Upon Change in Control Alone.The change in control provisions in the employment agreements or offer letter for our Named Executive Officers are "double
trigger" provisions, meaning payments are made only if the executive suffers a covered termination of employment following the change in control. As detailed in the Potential Payments Upon Termination
of Employment or Change in Control table above, any unvested Restricted Equity Units issued under the Supplemental Profit Sharing Plan vest solely upon a change in control provided the executive is
employed by the Company at the time of the change in control.

90

---



Compensation of Directors

The composition of our board of directors was established by the terms of the Shareholder Agreements entered into between Blackstone
and TCV (other than management) and TDS Investor (Cayman) L.P., a Cayman company, which indirectly owns 100% of our equity securities.

Directors who are also our employees receive no separate compensation for service on the Board of Directors or committees of the Board of
Directors. Non-employee directors also currently receive no separate compensation for service on the Board of Directors or committees of the Board of Directors.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

All of our shares are beneficial owned by TDS Investor (Cayman) L.P., a Cayman company, through its wholly-owned subsidiaries.
The following table sets forth information with respect to the beneficial ownership of the Class A-1 and Class A-2 Units of TDS Investor (Cayman) L.P. as
of March 5, 2008 for (i) each individual or entity known by us to own beneficially more than 5% of the Class A-1 Units of TDS Investor (Cayman) L.P.,
(ii) each of our Named Executive Officers, (iii) each of our directors and (iv) all of our directors and our executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of
beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power
to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within
60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's
percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such
person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment
power with respect to the indicated Class A Units. Unless otherwise noted, the address of each beneficial owner is 400 Interpace Parkway, Building A, Parsippany, NJ 07054.

Title of
Class

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

PercentA-1

Blackstone Funds(1)


775,000,000


72.80
%A-1

TCV Funds(2)


125,000,000


11.74
%A-1

OEP TP Ltd.(3)


125,000,000


11.74
%A-2

Jeff Clarke(4)(5)


10,072,093


*A-2

Michael E. Rescoe(4)(6)


3,610,178


*A-2

Gordon Wilson(4)(7)


4,347,158


*A-2

Kenneth Esterow(4)(8)


2,112,814


*A-2

Patrick J. Bourke III(4)(9)


3,179,607


*A-1

Paul C. Schorr IV(10)


775,000,000


72.80
%A-1

Martin Brand(11)


775,000,000


72.80
%A-1

William J.G. Griffith(12)


125,000,000


11.74
%A-1

David Weinberg(13)


125,000,000


11.74
%A

All directors and executive officers as a group (12 persons)(14)


25,772,878


2.4
%


---

91

---



92

---



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transaction and Monitoring Fee Agreement.On August 23, 2006, we entered into a Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and
an affiliate of TCV. Pursuant to the Transaction and Monitoring Fee Agreement, in consideration of Blackstone and TCV having undertaken the financial and structural analysis, due diligence
investigations, other advice and negotiation assistance in connection with the Acquisition and the financing thereof, we paid a transaction and advisory fee of $45,000,000 to an affiliate of
Blackstone and an affiliate of TCV on closing of the Acquisition. Such fee was divided between the affiliate of Blackstone and the affiliate of TCV according to the pro rata equity contribution of
their respective affiliates in the Acquisition.

In addition, we appointed an affiliate of Blackstone and an affiliate of TCV as our advisers to render monitoring, advisory and consulting
services during the term of the Transaction and Monitoring Fee Agreement. In consideration for such services, we agreed to pay the affiliate of Blackstone and the affiliate of TCV an annual monitoring
fee (the "Monitoring Fee") equal to the greater of $5 million or 1% of adjusted EBITDA (as defined in our senior secured credit agreement). The Monitoring Fee was agreed to be divided among the
affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time any payment is made.

Pursuant to the Transaction and Monitoring Fee Agreement, the affiliate of Blackstone and the affiliate of TCV may elect at any time in
connection with or in anticipation of a change of control or an initial public offering of the Company to receive, in lieu of annual payments of the Monitoring Fee, a single lump sum cash payment (the
"Lump Sum Fee") equal to the then present value of all then current and future Monitoring Fees payable to the affiliate of Blackstone and the affiliate of TCV under the Transaction and Monitoring Fee
Agreement. The Lump Sum Fee was agreed to be divided between the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the
time such payment is made.

On December 31, 2007, we received a notice from Blackstone and TCV electing to receive, in lieu of annual payments of the
Monitoring Fee, a Lump Sum Fee in consideration of the termination of the appointment of Blackstone and TCV to render services pursuant to the Transaction and Monitoring Fee Agreement as of the date
of such notice. The Lump Sum Fee was agreed to be an amount equal to approximately $57.5 million. The Lump Sum Fee is payable as originally provided in the Transaction and Monitoring Fee
Agreement.

We agreed to reimburse the affiliates of Blackstone and the affiliates of TCV for out-of-pocket expenses incurred
in connection with the Transaction and Monitoring Fee Agreement and to indemnify such entities for losses relating to the services contemplated by the Transaction and Monitoring Fee Agreement and the
engagement of the affiliate of Blackstone and the affiliate of TCV pursuant to the Transaction and Monitoring Fee Agreement.

Investment and Cooperation Agreement.On December 7, 2006, we entered into an Investment and Cooperation Agreement with an affiliate of OEP. Pursuant to the
Investment and Cooperation Agreement, OEP became subject to and entitled to the benefits of the Transaction and Monitoring Fee Agreement so that, to the extent that any transaction or management fee
becomes payable to an affiliate of Blackstone or an affiliate of TCV, OEP will be entitled to receive its pro rata portion of any such fee (based on relative equity ownership in the Company).
Accordingly, any Monitoring Fees or Lump Sum Fee will be divided among the affiliates of Blackstone, TCV and OEP according to their respective beneficial ownership interests in the Company at the time
any such payment is made.

93

---



Shareholders Agreements.In connection with the Acquisition, TDS Investor (Cayman) L.P., our ultimate parent company, entered into a Shareholders Agreement
with affiliates of Blackstone and TCV. On October 13, 2006, this Shareholders Agreement was amended to add a TCV affiliate as a shareholder. The Shareholders Agreement contains agreements among
the parties with respect to the election of our directors and the directors of our parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and
drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions) and registration rights (including customary indemnification
provisions).

Blackstone Financial Advisory Letter Agreement.On August 20, 2007, we entered into a letter agreement
with an affiliate of Blackstone pursuant to which Blackstone agreed to provide us financial advisory services in connection with certain of our strategic acquisitions and divestitures. For such
services, we agreed to pay Blackstone an initial retainer fee of $1,000,000 on signing of the letter agreement and an additional transaction fee equal to an agreed percentage of the aggregate
consideration received or paid by us in the transaction. The transaction fees payable by us are limited to $4 million, of which $3 million was paid by us in 2007. In addition, we agreed
to reimburse affiliates of Blackstone for out-of-pocket expenses incurred in connection with services provided under the letter agreement and to indemnify affiliates of
Blackstone for losses relating to its engagement as a financial advisor under the letter agreement.

Transaction Fee Agreement.On September 20, 2007, we entered into a Transaction Fee Agreement with affiliates of Blackstone, TCV and OEP. Pursuant to the
Transaction Fee Agreement, in consideration of Blackstone, TCV and OEP having undertaken the financial and structural analysis, due diligence investigations, other advice and negotiation assistance in
connection with the acquisition of Worldspan and the financing thereof, we paid a one-time transaction and advisory fee of $14,000,000 to affiliates of Blackstone, TCV and OEP on closing
of the Worldspan acquisition. Such fee was divided among Blackstone, TCV and OEP according to the pro rata beneficial equity ownership of their respective affiliates in the Company. We agreed to
reimburse affiliates of Blackstone, TCV and OEP for out-of-pocket expenses incurred in connection with the Transaction Fee Agreement and to indemnify affiliates of Blackstone,
TCV and OEP for losses relating to the Transaction Fee Agreement.

Sale of Travelport India Service Organization.On November 29, 2007, we entered into a sale and purchase agreement with Blackstone GPV Capital
Partners (Mauritius) V-G Holdings Limited, an affiliate of Blackstone, for the sale of our two business process outsourcing companies based in India, called the India Service Organization
("ISO"). The sale was completed on November 30, 2007. We received an aggregate purchase price of approximately $40 million. Under certain circumstances, we will be entitled to an earnout
payment from the buyer on the second anniversary of the sale. The sale and purchase agreement contained customary representations, warranties, covenants and indemnities for a transaction of this type.

Orbitz Worldwide.After our internal restructuring on October 31, 2007, we owned less than 50% of the outstanding common stock of Orbitz Worldwide, and, as
a result, Orbitz Worldwide ceased to be our consolidated subsidiary. We have various commercial arrangements with Orbitz Worldwide, and under those commercial agreements with Orbitz Worldwide, we
earned approximately $66.1 million of revenue and recorded approximately $64.8 million of expense in 2007. We also have a transition services agreement with Orbitz Worldwide under which
we provide Orbitz Worldwide with certain insurance, human resources and employee benefits, payroll, tax, communications, information technology and other services that were shared by the companies
prior to Orbitz Worldwide's initial public offering. We recorded approximately $4.3 million of revenue under the transition services agreement in 2007. In addition, in December 2007, in
connection with our sale of the ISO discussed above, we paid an
incentive fee of $5 million to Orbitz Worldwide for entering into an amended service agreement to continue using the services of the ISO.

94

---



Commercial Transactions with Other Blackstone Portfolio or Affiliated Companies.Blackstone has ownership interests in a broad range of companies and has
affiliations with other companies. We have entered into commercial transactions in the ordinary course of our business with these companies, including the sale of goods and services and the purchase
of goods and services. For example, in 2007, we received approximately $18.1 million in GDS booking fees from Hilton Hotels Corporation, a Blackstone portfolio company. Other than as described
herein, none of these transactions or arrangements is of great enough value to be considered material.

Executive Relocation.In connection with the residential relocation of our Chief Financial Officer, Michael E. Rescoe, an independent third party relocation
company purchased Mr. Rescoe's home in June 2007, on our behalf, for $1.295 million pursuant to the standard home sale assistance terms utilized by such company in the ordinary
course of business.

Review, Approval or Ratification of Related Person Transactions.Our Audit Committee is responsible for the review, approval or ratification of "related-person
transactions" between us or our subsidiaries and related persons. "Related person" refers to a person or entity who is, or at any point since the beginning of the last fiscal year was, a director,
officer, nominee for director, or 5% stockholder of us and their immediate family members. Our Audit Committee does not have a written policy regarding the approval of related-person transactions. The
Audit Committee applies its review procedures as a part of its standard operating procedures. In the course of its review and approval or ratification of a related-person transaction, the Audit
Committee considers:



Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the
deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee at which
the transaction is considered.

Director Independence.As a privately-held company, we are not required to have independent directors on our Board of Directors. None of our directors
is independent. In addition, none of the directors on our Audit Committee, Compensation Committee and Executive Committee are independent directors.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accounting Firm Fees.Fees billed to us by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") during the years ended December 31, 2007 and 2006 were as follows:



95

---





Our Audit Committee considered the non-audit services provided by the Deloitte Entities and determined that the provision of
such services was compatible with maintaining the Deloitte Entities' independence. Our Audit Committee also adopted a policy prohibiting the Company from hiring the Deloitte Entities' personnel at the
manager or partner level, who have been directly
involved in performing auditing procedures or providing accounting advice to us, in any role in which such person would be in a position to influence the contents of our financial statements.

Our Audit Committee is responsible for appointing our independent auditor and approving the terms of the independent auditor's services.
Our Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent auditor, as described below.

All services performed by the independent auditor in 2007 were pre-approved in accordance with the pre-approval
policy and procedures adopted by the Audit Committee at its December 15, 2006 meeting. This policy describes the permitted audit, audit-related, tax and other services (collectively, the
"Disclosure Categories") that the independent auditor may perform. The policy requires that prior to the beginning of each fiscal year, a description of the services (the "Service List") anticipated
to be performed by the independent auditor in each of the Disclosure Categories in the ensuing fiscal year be presented to the Audit Committee for approval.

Any requests for audit, audit-related, tax and other services not contemplated by the Service List must be submitted to the Audit
Committee for specific pre-approval, except for de minimis amounts under certain circumstances as described below, and cannot commence until such approval has been granted. Normally,
pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the authority to grant specific pre-approval between meetings may be delegated to one
or more members of the Audit Committee. The member or members of the Audit Committee to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at
its next scheduled meeting.

The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services
under certain circumstances. No services were provided by the Deloitte Entities during 2007 and 2006 under such provision.

96

---





PART IV

ITEM 15.    EXHIBITS, FINANCIALS STATEMENT SCHEDULES.

ITEM 15(A)(1)    FINANCIAL STATEMENTS

See Financial Statements and Financial Statements Index commencing on page F-1 hereof.

ITEM 15(A)(3)    EXHIBITS

See Exhibits Index commencing on page G-1 hereof.

97

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRAVELPORT LIMITEDBy:

/s/ William J. Severance
William J. Severance Senior Vice President and
Chief Accounting Officer


Date:
September 26, 2008

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ Jeff Clarke
(Jeff Clarke)

President, Chief Executive Officer and Director

September 26, 2008/s/ Michael E. Rescoe
(Michael E. Rescoe)

Executive Vice President and
Chief Financial Officer

September 26, 2008/s/ Paul C. Schorr IV
(Paul C. Schorr IV)

Chairman of the Board and Director

September 26, 2008/s/ Martin Brand
(Martin Brand)

Director

September 26, 2008/s/ William J.G. Griffith
(William J.G. Griffith)

Director

September 26, 2008/s/ Gregory OHara
(Gregory OHara)

Director

September 26, 2008


98

---





TRAVELPORT LIMITED    INDEX TO FINANCIAL STATEMENTS

PageReport of Independent Registered Public Accounting Firm

F-2Statements of Operations for the year ended December 31, 2005, for the period January 1, 2006 to August 22, 2006 (Restated), the
period July 13, 2006 (Formation Date) to December 31, 2006 (Restated) and the year ended December 31, 2007 (Restated)

F-3Balance Sheets as of December 31, 2006 (Restated) and 2007 (Restated)

F-4Statements of Cash Flows for the year ended December 31, 2005 (Restated), for the period January 1, 2006 to August 22, 2006
(Restated), the period July 13, 2006 (Formation Date) to December 31, 2006 (Restated) and the year ended December 31, 2007 (Restated)

F-5Statements of Changes in Shareholders' Equity for the year ended December 31, 2005, for the period January 1, 2006 to August 22,
2006 (Restated), the period July 13, 2006 (Formation Date) to December 31, 2006 (Restated) and the year ended December 31, 2007 (Restated)

F-7Notes to Financial Statements

F-8


F-1

---





Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Shareholders of
Travelport Limited

We
have audited the accompanying consolidated balance sheets of Travelport Limited and subsidiaries (the "Company") as of December 31, 2006 and 2007, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the period from July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended
December 31, 2007. We have also audited the combined statements of operations, changes in shareholders' equity and cash flows of the Travelport Business of Avis Budget Group, Inc.
(formerly Cendant Corporation) (the "Predecessor") for the year ended December 31, 2005 and the period from January 1, 2006 through August 22, 2006. These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As
discussed in Note 1 to the financial statements, the Company was formed on July 13, 2006 and the Travelport Businesses of Avis Budget Group, Inc. have been
consolidated with the Company since the date of acquisition on August 23, 2006. The financial statements for periods prior to August 23, 2006 include the financial condition, results of
operations and cash flows for the Travelport Businesses of Avis Budget Group, Inc. on a predecessor basis.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Travelport Limited and subsidiaries as of December 31,
2006 and 2007, and the results of their operations and their cash flows for the period from July 13, 2006 (Formation Date) through December 31, 2006 and the year ended
December 31, 2007, and such combined financial statements present fairly, in all material respects, the financial position of the Travelport Businesses of Avis Budget Group, Inc. as of
December 31, 2005 and the results of their operations and their cash flows for the year ended December 31, 2005 and for the period from January 1, 2006 through August 22,
2006 in conformity with accounting principles generally accepted in the United States of America.

As
discussed in Note 3 to the financial statements, in 2007 the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB
No. 109and changed its method of accounting for uncertainty for income
taxes. Also as discussed in Note 19 to the financial statements, in 2007 the Company adopted Statement of Financial Accounting Standard No. 158,Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plansand changed its method of accounting for defined benefit pension and other postretirement plans.

As
discussed in Note 2 to the financial statements, the accompanying financial statements have been restated.

/s/
Deloitte and Touche LLP

Parsippany,
New Jersey
March 11, 2008
(September 26, 2008 as to the effects of
the restatement discussed in Note 2)

F-2

---





TRAVELPORT LIMITED        STATEMENTS OF OPERATIONS        (in millions)

As Restated (See Note 2)Predecessor (Combined)

Company (Consolidated)Year ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(Formation
Date) through
December 31,
2006

Year
ended
December 31,
2007Net revenue

$
2,385

$
1,693

$
823

$
2,780Cost and expensesCost of revenue


997


716


377


1,174Selling, general and administrative


839


645


342


1,283Separation and restructuring charges


22


92


18


90Depreciation and amortization


201


123


77


248Impairment of long-lived assets


422


2,364


14


1Other expense (income), net


(4
)

(7
)




2Total costs and expenses


2,477


3,933


828


2,798Operating loss


(92
)

(2,240
)

(5
)

(18
)Interest expense, net


(27
)

(39
)

(150
)

(373
)Loss from continuing operations before income taxes, minority interest and equity in losses of investments, net


(119
)

(2,279
)

(155
)

(391
)(Provision) benefit for income taxes


76


116


(3
)

(41
)Minority interest











3Equity in losses of investments, net


(1
)

(1
)

(1
)

(4
)Loss from continuing operations, net of tax


(44
)

(2,164
)

(159
)

(433
)Loss from discontinued operations, net of tax


(6
)

(6
)

(2
)

(1
)Gain (loss) from disposal of discontinued operations, net of tax





(6
)

8


(6
)Net loss

$
(50
)
$
(2,176
)
$
(153
)
$
(440
)


See
Notes to Financial Statements

F-3

---





TRAVELPORT LIMITED        BALANCE SHEETS        (in millions, except per share data)

As Restated (See Note 2)December 31, 2006

December 31, 2007AssetsCurrent assets:Cash and cash equivalents

$
85

$
309Accounts receivable (net of allowances for doubtful accounts of $27 and $38)


450


417Deferred income taxes


13


9Other current assets


160


252Assets of discontinued operations


26


36Total current assets


734


1,023Property and equipment, net


508


532Goodwill


2,144


1,757Trademarks and tradenames


705


510Other intangible assets, net


1,631


1,717Investment in Orbitz Worldwide





366Non-current deferred income taxes


34


3Other non-current assets


382


242Total assets

$
6,138

$
6,150Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
307

$
191Accrued expenses and other current liabilities


830


827Current portion of long-term debt


24


17Deferred income taxes


13


Liabilities of discontinued operations


5


8Total current liabilities


1,179


1,043Long-term debt


3,623


3,751Deferred income taxes


244


261Tax sharing liability


125


Other non-current liabilities


201


209Total liabilities


5,372


5,264Commitments and contingencies (note 17)Shareholders' equity:Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding and outstanding





Additional paid in capital


908


1,317Accumulated deficit


(153
)

(594
)Accumulated other comprehensive income


11


163Total shareholders' equity


766


886Total liabilities and shareholders' equity

$
6,138

$
6,150


See
Notes to Financial Statements

F-4

---





TRAVELPORT LIMITED        STATEMENTS OF CASH FLOWS        (in millions)

As Restated (See Note 2)Predecessor (Combined)

Company (Consolidated)Year Ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(Formation
Date) through
December 31,
2006

Year
ended
December 31,
2007Operating activities of continuing operationsNet loss

$
(50
)
$
(2,176
)
$
(153
)
$
(440
)Loss (income) from discontinued operations


6


12


(6
)

7Loss from continuing operations


(44
)

(2,164
)

(159
)

(433
)Adjustments to reconcile net loss from continuing
operations to net cash provided by operating
activities of continuing operationsDepreciation and amortization


201


123


77


248Impairment of long-lived assets


422


2,364


14


1Deferred income taxes


(57
)

(111
)

(5
)

(24
)Provision for bad debts


(10
)

10


1


11Loss (gain) on sale of assets


(1
)

(9
)




3Amortization of debt issuance costs








17


40Unrealized losses on derivative instruments








11


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


16


14


5


12Non-cash stock based equity compensation








6


191Equity in losses of investments


1


1


1


4Minority interest











(3
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(22
)

(89
)

87


56Other current assets


1


8


36


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


18


153


(98
)

97Other


21


(32
)

7


33Net cash provided by operating activities of continuing operations


546


268





224Investing activities of continuing operationsProperty and equipment additions


(152
)

(100
)

(66
)

(104
)Businesses acquired, net of cash acquired and acquisition related payments


(1,503
)

(20
)

(4,110
)

(1,074
)Loan to Worldspan








(125
)

Net intercompany funding with Avis Budget


(482
)

199





Impact to cash from deconsolidation of Orbitz Worldwide











(39
)Proceeds from asset sales


10


10





93Other


4


(5
)

(9
)

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


(2,123
)

84


(4,310
)

(1,141
)


F-5

---



TRAVELPORT LIMITED

STATEMENTS OF CASH FLOWS (Continued)

(in millions)

Predecessor (Combined)

Company (Consolidated)As Restated (See Note 2)Year Ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(Formation
Date) through
December 31,
2006

Year
ended
December 31,
2007Financing activities of continuing operationsProceeds from borrowings


350


1,900


3,603


1,647Principal payments on borrowings


(50
)

(467
)

(1,789
)

(1,097
)Repayment from (advance to) Avis Budget





(1,783
)

1,783


Proceeds from Orbitz Worldwide IPO











477Capital contribution from Parent











135Capital contribution from Avis Budget


1,703








Issuance of common stock








902


5Dividends paid


(350
)







Payment for settlement of tax sharing liability





(32
)




Debt issuance costs








(105
)

(30
)Net cash provided by (used in) financing activities of continuing operations


1,653


(382
)

4,394


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


(36
)

8


2


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


40


(22
)

86


224Cash provided by (used in) discontinued operationsOperating activities


(4
)

(10
)

3


5Investing activities


5


3


(2
)

(3
)Effects of exchange rate changes


(2
)







Cash (used in) provided by discontinued operations


(1
)

(7
)

1


2Cash and cash equivalents at beginning of period


49


88





87Cash and cash equivalents at end of period


88


59


87


313Less cash of discontinued operations


(7
)




(2
)

(4
)Cash and cash equivalents of continuing operations

$
81

$
59

$
85

$
309Supplemental disclosure of cash flow informationIncome tax payments, net

$
18

$
19

$
14

$
41Interest payments

$
10

$
25

$
88

$
336Non-cash forgiveness of debt

$


$
916

$


$



See
Notes to Financial Statements

F-6

---





TRAVELPORT LIMITED        STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY        (in millions)

Common
Stock

Additional
Paid In
Capital

Accumulated
Deficit

Avis Budget's
Net
Investment

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareholders'
EquityPredecessorBalance as of January 1, 2005

$


$


$


$
4,975

$
37

$
5,012Comprehensive loss:Net loss











(50
)

Currency translation adjustment, net of tax of $(49)














(124
)Unrealized gain on cash flow hedges, net of tax














2Minimum pension liability adjustment, net of tax of $(4)














(8
)Total comprehensive loss

















(180
)Capital contribution from Avis Budget











1,703





1,703Dividends paid to Avis Budget











(350
)




(350
)Balance as of December 31, 2005











6,278


(93
)

6,185Comprehensive loss:Net loss (as restated, see note 2)











(2,176
)

Currency translation adjustment, net of tax of $46














135Unrealized losses on available for sale securities, net of tax














6Unrealized losses on cash flow hedges, net of tax














(1
)Total comprehensive loss (as restated, see note 2)

















(2,036
)Non-cash contribution of assets from Avis Budget











45





45Non-cash forgiveness of inter-company debt with Avis Budget











(916
)




(916
)Balance as of August 22, 2006 (as restated, see note 2)

$


$


$


$
3,231

$
47

$
3,278CompanyIssuance of common stock

$


$
902

$


$


$


$
902Equity-based compensation





6











6Comprehensive loss:Net loss (as restated, see note 2)








(153
)




Currency translation adjustment, net of tax of $3














20Unrealized loss on cash flow hedges, net of tax of $(6)














(9
)Total comprehensive loss (as restated, see note 2)

















(142
)Balance as of December 31, 2006 (as restated, see note 2)





908


(153
)




11


766Cumulative effect of adoption of an accounting principleFIN 48








(1
)







(1
)Balance as of January 1, 2007 (as restated, see note 2)





908


(154
)




11


765Issuance of common stock





5











5Equity-based compensation





187











187Capital contribution from Parent





135











135Contributed surplus from sale of Orbitz Worldwide shares





188











188Dividend of Orbitz Worldwide shares





(106
)










(106
)Impact of adoption of SFAS 158, net of tax of $0














34


34Comprehensive loss:Net loss (as restated, see note 2)








(440
)




Currency translation adjustment, net of tax of $0














143Unrealized loss on cash flow hedges, net of tax of $0














(13
)Unrealized loss on equity investment














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














(1
)Total comprehensive loss (as restated, see note 2)

















(322
)Balance as of December 31, 2007 (as restated, see note 2)

$


$
1,317

$
(594
)
$


$
163

$
886


See Notes to Financial Statements

F-7

---





TRAVELPORT LIMITED        NOTES TO FINANCIAL STATEMENTS        (Unless otherwise noted, all amounts are in millions, except for share data)

1.    Basis of Presentation

Travelport Limited (hereafter "Travelport" or "the Company") is a Bermuda company formed on July 13, 2006 for the purpose of acquiring the Travelport businesses of Avis Budget
Group, Inc. (formerly Cendant Corporation). Travelport is one of the world's largest services companies serving the travel industry. It operates 20 leading brands including Galileo and
Worldspan global distribution systems ("GDS") and Gulliver's Travel Associates ("GTA"), a wholesaler of travel content. The Company has approximately 6,000 employees and operates in 145 countries.
Travelport is a closely-held company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California, One Equity Partners ("OEP")
of New York and Travelport management.

On
August 21, 2007, the Company acquired 100% of Worldspan Technologies Inc. ("Worldspan") for approximately $1.3 billion in cash and other consideration. Worldspan
is a provider of electronic distribution of travel information services serving customers in more than 60 countries worldwide and its results are included as part of the Company's GDS segment from the
acquisition date forward. Refer to Note 6Acquisitions for additional information.

The
Company was the sole owner of Orbitz Worldwide, Inc. ("Orbitz Worldwide") until July 25, 2007 when Orbitz Worldwide sold approximately 41% of its shares of common stock
upon completing its initial public offering. The Company continued to consolidate the results of Orbitz Worldwide until October 31, 2007 when, pursuant to an internal restructuring, the Company
transferred approximately 11% of the outstanding shares in Orbitz Worldwide to the Company's direct parent. As a result of these transactions, effective as of October 31, 2007 the Company no
longer consolidates Orbitz Worldwide, and accounts for its investment in Orbitz Worldwide under the equity method of accounting. Refer to Note 3Orbitz Worldwide Transactions for
additional information.

On
August 23, 2006, Travelport completed the acquisition of the Travelport businesses of Avis Budget Group, Inc. (formerly, Cendant Corporation) ("Avis Budget") for a total
purchase price of
approximately $4,100 million, which was funded with $900 million of equity contributions from the owners as well as debt proceeds from the issuance of $2,200 million in term loans
under a new senior secured credit facility, the issuance of $899 million of senior notes and the issuance of $504 million of senior subordinated notes (the "Acquisition"). Prior to the
Acquisition, the Company's operations were limited to the formation of the Company and entering into derivative transactions related to the debt that was subsequently issued. As a result, the
Travelport businesses of Avis Budget are considered a predecessor company (the "Predecessor") to Travelport. The financial statements as of December 31, 2006 and for the period July 13,
2006 (Formation Date) through December 31, 2006 include the financial condition, results of operations and cash flows for Travelport on a successor basis, reflecting the impact of the purchase
price allocation. The financial statements for periods prior to August 23, 2006 include the financial condition, results of operations and cash flows for the Travelport businesses of Avis
Budget on a predecessor basis, reflecting the historical carrying values of the Travelport businesses of Avis Budget.

The
Travelport businesses of Avis Budget represent a combined reporting entity comprised of the assets and liabilities used in managing and operating the travel distribution services
businesses of Avis Budget. The Travelport businesses of Avis Budget include Cendant Travel Distribution Services Group, Inc., its subsidiaries, certain technologies contained in WizCom
International, Inc., a subsidiary of Avis Budget, and the entities in which Travelport directly or indirectly has a controlling financial interest.

F-8

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

1.    Basis of Presentation (Continued)

The
Predecessor's combined results of operations, financial position and cash flows may not be indicative of the Company's future performance and do not necessarily reflect what its
combined results of operations, financial position and cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented, including changes in its
operations and capitalization as a result of the separation from Avis Budget.

Certain
corporate and general and administrative expenses, including those related to executive management, information technology, tax, insurance, accounting, legal and treasury
services and certain employee benefits have been allocated by Avis Budget to the Predecessor based on forecasted revenue. Management believes such allocations are reasonable. However, the associated
expenses recorded by the Predecessor in the accompanying combined statements of operations may not be indicative of the actual expenses that would have been incurred had the Predecessor been operating
as a separate, standalone entity. Subsequent to the Acquisition, the Company performs these functions using internal resources or purchased services, although certain of these services are provided by
Avis Budget during a transitional period pursuant to a transition services agreement. Refer to Note 22Related Party Transactions for a detailed description of the transactions with
Avis Budget.

Business Description

Effective January 1, 2007, the Company reorganized its operations under the following three business segments:

GDSComprised of the electronic travel distribution services of Galileo and, as of August 21, 2007, of Worldspan. Our
GDS connects travel suppliers to travel agencies, who in turn distribute travel and travel-related products and services to their customers. In addition, our GDS includes IT services and software
business, which provides hosting solutions and IT software subscription services to airlines, supplier services offerings, Global Fares and Shepherd Systems.

GTAComprised of Gullivers Travel Associates, a wholesaler of accommodation and destination services, and Octopus Travel,
which provides travel products and services largely to affiliate business partners, such as airlines, financial institutions and travel portals, and services directly to consumers.

Orbitz WorldwideComprised of businesses that offer travel products and services directly to consumers, largely through online
travel agencies, including Orbitz Worldwide, CheapTickets, ebookers, HotelClub, RatesToGo, and Orbitz Worldwide's corporate travel businesses. Effective October 31, 2007, Travelport no longer
consolidates the results of Orbitz Worldwide.

2.    Restatement

In July 2008, the Company identified errors at a subsidiary within its GDS segment associated with the estimation of financial assistance expense. These errors resulted in an
understatement of cost of revenue and accrued expenses.

As
a result of these errors, the Company's Board of Directors and management determined to restate the Company's previously issued financial statements as of December 31, 2007 and
2006 and for the period July 13, 2006 (Formation Date) through December 31, 2006 and for the predecessor period January 1, 2006 through August 22, 22, 2006. In addition,
the Company corrected previously identified insignificant errors related to (1) the purchase price allocation related to the Worldspan acquisition;

F-9

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Restatement (Continued)

(2) the
accounting for certain liabilities and additional paid in capital related to its investment in Orbitz Worldwide; and (3) other insignificant items.

The
following tables present the effect of correcting these errors on previously issued financial statements.

Year Ended
December 31, 2007As Previously
Reported

As RestatedNet revenue

$
2,780

$
2,780Costs and expensesCost of revenue


1,167


1,174Selling, general and administrative


1,286


1,283Separation and restructuring charges


90


90Depreciation and amortization


248


248Impairment of long-lived assets


1


1Other expense, net


2


2Total costs and expenses


2,794


2,798Operating loss


(14
)

(18
)Interest expense, net


(373
)

(373
)Loss from continuing operations before income taxes, minority interest and equity in losses of investments, net


(387
)

(391
)Provision for income taxes


(41
)

(41
)Minority interest


3


3Equity in losses of investments, net


(4
)

(4
)Loss from continuing operations, net of tax


(429
)

(433
)Loss from discontinued operations


(1
)

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


(6
)

(6
)Net loss

$
(436
)
$
(440
)


F-10

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Restatement (Continued)

STATEMENT OF OPERATIONS

Predecessor (Combined)

Company (Consolidated)January 1, 2006
through
August 22, 2006

July 13, 2006
(Formation Date)
through
December 31, 2006As
Previously
Reported

As
Restated

As
Previously
Reported

As
RestatedNet revenue

$
1,693

$
1,693

$
823

$
823Costs and expensesCost of revenue


715


716


374


377Selling, general and administrative


645


645


342


342Separation and restructuring charges


92


92


18


18Depreciation and amortization


123


123


77


77Impairment of long-lived assets


2,365


2,364


14


14Other income, net


(7
)

(7
)




Total costs and expenses


3,933


3,933


825


828Operating loss


(2,240
)

(2,240
)

(2
)

(5
)Interest expense, net


(39
)

(39
)

(150
)

(150
)Loss from continuing operations before income taxes and equity in losses of investments, net


(2,279
)

(2,279
)

(152
)

(155
)Benefit (provision) for income taxes


116


116


(3
)

(3
)Equity in losses of investments, net


(1
)

(1
)

(1
)

(1
)Loss from continuing operations, net of tax


(2,164
)

(2,164
)

(156
)

(159
)Loss from discontinued operations


(6
)

(6
)

(2
)

(2
)Gain (loss) from disposal of discontinued operations, net of tax


(6
)

(6
)

8


8Net loss

$
(2,176
)
$
(2,176
)
$
(150
)
$
(153
)


F-11

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Restatement (Continued)

BALANCE SHEET

December 31, 2006

December 31, 2007As
Previously
Reported

As
Restated

As
Previously
Reported

As
RestatedAssetsCurrent assets:Cash and cash equivalents

$
95

$
85

$
309

$
309Accounts receivable, net


440


450


416


417Deferred income taxes


13


13


9


9Other current assets


160


160


253


252Assets of discontinued operations


26


26


36


36Total current assets


734


734


1,023


1,023Property and equipment, net


508


508


541


532Goodwill


2,143


2,144


1,746


1,757Trademarks and tradenames


705


705


510


510Other intangible assets, net


1,631


1,631


1,717


1,717Investment in Orbitz Worldwide








364


366Non-current deferred income taxes


34


34


3


3Other non-current assets


381


382


236


242Total assets

$
6,136

$
6,138

$
6,140

$
6,150Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
307

$
307

$
191

$
191Accrued expenses and other current liabilities


826


830


821


827Current portion of long-term debt


24


24


17


17Deferred income taxes


13


13





Liabilities of discontinued operations


5


5


8


8Total current liabilities


1,175


1,179


1,037


1,043Long-term debt


3,623


3,623


3,751


3,751Deferred income taxes


244


244


261


261Tax sharing liability


125


125





Other non-current liabilities


200


201


203


209Total liabilities


5,367


5,372


5,252


5,264Commitments and contingenciesMinority interest in consolidated subsidiaries











Shareholders' equity:Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding











Additional paid in capital


908


908


1,311


1,317Accumulated deficit


(150
)

(153
)

(587
)

(594
)Accumulated other comprehensive income


11


11


164


163Total shareholders' equity


769


766


888


886Total liabilities and shareholders' equity

$
6,136

$
6,138

$
6,140

$
6,150


F-12

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Restatement (Continued)

STATEMENT OF CASH FLOWS

Predecessor (Combined)

Company (Consolidated)Year Ended
December 31, 2005

January 1, 2006 through
August 22, 2006

July 13, 2006
(Formation Date)
through December 31, 2006

Year Ended
December 31, 2007As
Previously
Reported

As
Restated

As
Previously
Reported

As
Restated

As
Previously
Reported

As
Restated

As
Previously
Reported

As
RestatedOperating activities of continuing operationsNet loss

$
(50
)
$
(50
)
$
(2,176
)
$
(2,176
)
$
(150
)
$
(153
)
$
(436
)
$
(440
)Loss (income) from discontinued operations


6


6


12


12


(6
)

(6
)

7


7Loss from continuing operations


(44
)

(44
)

(2,164
)

(2,164
)

(156
)

(159
)

(429
)

(433
)Adjustments to reconcile net loss to net cash provided by operating activities from continuing operationsDepreciation and amortization


201


201


123


123


77


77


248


248Impairment of long-lived assets


422


422


2,365


2,364


14


14


1


1Deferred income taxes


(57
)

(57
)

(111
)

(111
)

(5
)

(5
)

(24
)

(24
)Provision for bad debts


(10
)

(10
)

10


10


1


1


11


11Loss (gain) on sale of assets


(1
)

(1
)

(9
)

(9
)







3


3Amortization of debt issuance costs














17


17


40


40Unrealized losses on derivative instruments














11


11





Non-cash charges related to tax sharing liability


16


16


14


14


5


5


12


12Equity based compensation














6


6


191


191Equity in losses of investments


1


1


1


1


1


1


4


4Minority interest




















(3
)

(3
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(17
)

(22
)

(84
)

(89
)

97


87


56


56Other current assets


1


1


8


8


36


36


(12
)

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


18


18


152


153


(101
)

(98
)

93


97Other


21


21


(32
)

(32
)

7


7


33


33Net cash provided by operating activities of continuing operations


551


546


273


268


10





224


224Investing activities of continuing operationsProperty and equipment additions


(152
)

(152
)

(100
)

(100
)

(66
)

(66
)

(104
)

(104
)Businesses acquired, net of cash and acquisition related payments


(1,503
)

(1,503
)

(20
)

(20
)

(4,110
)

(4,110
)

(1,074
)

(1,074
)Loan to Worldspan














(125
)

(125
)




Net intercompany funding with AvisBudget


(482
)

(482
)

199


199











Impact to cash from deconsolidation of Orbitz Worldwide




















(49
)

(39
)Proceeds from asset sales


10


10


10


10








93


93Other


4


4


(5
)

(5
)

(9
)

(9
)

(17
)

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


(2,123
)

(2,123
)

84


84


(4,310
)

(4,310
)

(1,151
)

(1,141
)


F-13

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Restatement (Continued)

STATEMENT OF CASH FLOWS (Continued)

Predecessor (Combined)

Company (Consolidated)Year Ended
December 31, 2005

January 1, 2006 through
August 22, 2006

July 13, 2006
(Formation Date)
through December 31, 2006

Year Ended
December 31, 2007As
Previously
Reported

As
Restated

As
Previously
Reported

As
Restated

As
Previously
Reported

As
Restated

As
Previously
Reported

As
RestatedFinancing activities of continuing operationsProceeds from borrowings


350


350


1,900


1,900


3,603


3,603


1,647


1,647Principal payments on borrowings


(50
)

(50
)

(467
)

(467
)

(1,789
)

(1,789
)

(1,097
)

(1,097
)Repayment from (advance to) Avis Budget








(1,783
)

(1,783
)

1,783


1,783





Proceeds from Orbitz Worldwide IPO




















477


477Capital contribution from Parent




















135


135Capital contribution from Avis Budget


1,703


1,703

















Issuance of common stock














902


902


5


5Dividends paid


(350
)

(350
)
















Payment for settlement of tax sharing liability








(32
)

(32
)










Debt issuance costs














(105
)

(105
)

(30
)

(30
)Net cash provided by (used in) financing activities of continuing operations


1,653


1,653


(382
)

(382
)

4,394


4,394


1,137


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


(36
)

(36
)

8


8


2


2


4


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


45


40


(17
)

(22
)

96


86


214


224Cash provided by (used in) discontinued operationsOperating activities


(4
)

(4
)

(10
)

(10
)

3


3


5


5Investing activities


5


5


3


3


(2
)

(2
)

(3
)

(3
)Effects of exchange rate changes


(2
)

(2
)
















Cash provided by (used in) discontinued operations


(1
)

(1
)

(7
)

(7
)

1


1


2


2Cash and cash equivalents at beginning of period


49


49


93


88








97


87Cash and cash equivalents at end of period


93


88


69


59


97


87


313


313Less cash of discontinued operations


(7
)

(7
)







(2
)

(2
)

(4
)

(4
)Cash and cash equivalents of continuing operations

$
86

$
81

$
69

$
59

$
95

$
85

$
309

$
309


F-14

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies

Consolidation Policy

The Company's consolidated financial statements include the accounts of Travelport, Travelport's wholly-owned subsidiaries, and
entities for which Travelport controls a majority of the entity's outstanding common stock. The Company eliminated significant intercompany transactions and accounts in its consolidated financial
statements.

Effective
October 31, 2007, the Company no longer consolidates Orbitz Worldwide and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

Revenue Recognition

The Company provides global distribution and computer reservation services, offers retail consumer and corporate travel agency services
through its online travel agencies and provides travel marketing information to airline, car rental and hotel clients as described below.

Distribution Revenue

The Company provides travel agencies, internet sites and other subscribers with the ability to access schedule and fare information,
book reservations and print tickets for air travel. The Company also provides subscribers with information and booking capability covering car rentals and hotel reservations at properties throughout
the world. Such distribution services are provided through the use of GDS. As compensation for services provided, fees are collected, on a per segment basis, from airline, car rental, hotel and other
travel-related suppliers for reservations booked through the Company's GDSs. Revenue for air travel reservations is recognized at the time of the booking of the reservation, net of estimated
cancellations. Cancellations are estimated based on the historical level of cancellations, which have not been significant. Revenue for car and hotel reservations is recognized upon fulfillment of the
reservation. The timing of the recognition of car and hotel reservation revenue reflects the difference in the contractual rights related to such services as compared to the airline reservation
services.

The
Company provides the components of packaged vacations to travel agencies, primarily through GTA, which the travel agencies sell to individual travelers or groups of travelers.
Services include reservation services provided by GTA for hotel, ground transportation and other travel related services, exclusive of airline reservations. The components of the packaged vacations
are based on the specifications requested by the travel agencies. The revenue generated from the sale of packaged vacation components is recognized upon departure of the individual traveler or the
group of travelers, as the Company has performed all services for the travel agency at that time and the travel agency is the tour operator and provider of the packaged vacation.

The
Company provides travel agency services to corporations as well as technology solutions to airlines. Such revenues are recognized as the services are performed.

Consumer Revenue

The Company provides airline, car rental, hotel and other travel reservation and fulfillment services to its customers through its
network of travel brands, including its online brands Orbitz, CheapTickets, ebookers, HotelClub and RatesToGo. These products and services are offered on a stand-alone and packaged basis, primarily
through the agency and merchant business models. Revenue recognition for the components of a package is based upon the nature of each separate component, as

F-15

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)

disclosed
below. Primarily all the consumer revenue of the Company is recorded within the Orbitz Worldwide segment, which was deconsolidated as of October 31, 2007.

Under
the agency model, the Company passes reservations booked by its consumers to the travel provider. The Company receives commissions or fees from the travel provider and/or traveler,
and may also receive fees from companies operating computer systems through which the reservations are booked. The associated revenues are recognized as the commission and fess are earned.

Under
the merchant model, the Company negotiates with suppliers for access to travel content at negotiated net rates. The Company facilitates the booking of those travel products and
services by consumers, either on a stand-alone basis or as part of a packaged combination of products, at a price that includes an amount sufficient to pay the travel supplier the net rate along with
an estimate of the amount of any occupancy and other local taxes, plus an additional amount the Company charges for service fees. Consumers pay for merchant transactions prior to departing on their
trip, generally when the reservation is booked, and such amounts are included in accrued travel supplier payments and deferred revenue until the reservation is utilized. The Company generally does not
have purchase
obligations for any unsold inventory. The Company records revenue on a net basis, based upon the amount collected from consumers net of all amounts paid to suppliers. The Company accrues for the
estimated amount of the supplier invoice, at the time revenue is recognized. In certain cases, the actual amount owed differs from the estimated amount, and the difference is recognized as an
adjustment to revenue.



Agency air revenue is derived from supplier transaction fees, consumer service fees, reservation system booking incentives, and
transaction fees and is generally recorded when the reservation is made and secured with a credit card, net of estimated future cancellations. A portion of supplier transaction fees is based upon
contractual agreements, while the remainder is determined by the individual airlines.

Merchant
air revenue, whereby the Company determines the ticket price, is recognized when the Company's obligations are met, which generally occurs when payment is received and the
travel voucher is issued to the consumer.

The
Company receives booking incentives under access agreements with reservation system providers for travel bookings made through the providers' systems. The level of incentives earned
is based on contractual agreements and increases based on annual volume of bookings. These incentives are collected monthly, based on estimated annual volumes, but are recognized as revenue at the
time of booking based on the applicable contractual rate and volume achieved to date.



Non-air travel revenue is derived from supplier transaction fees and reservation system booking incentives relating to
lodging, car rental, cruise, and vacation reservation services. The Company generally recognizes supplier transaction fees upon utilization of the reservation by the consumer, and reservation system
booking incentives upon notification of entitlement. Merchant hotel and car booking revenue, whereby the Company determines the price, are recorded upon utilization of the reservation by the consumer.

F-16

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)



Other revenue is primarily comprised of revenue from advertising, sponsor links on the Company's websites and commissions from sales of
various third party travel-related products on the Company's websites. Advertising revenue is derived primarily from the delivery of advertisements on the Company's websites and is recognized either
on display of each individual advertisement or ratably over the advertising period, depending on the terms of the advertising contract. Revenues from sponsor links is recognized upon notification of
entitlement from the alliance partner.

Cost of Revenue

Cost of revenue consists of direct costs incurred to generate the Company's revenue, including commissions and costs incurred for
third-party national distribution companies ("NDCs"), financial incentives paid to travel agencies who subscribe to the Companys' GDSs, and costs for call center operations, data processing and
related technology costs.

In
markets not supported by the Company's sales and marketing organizations, the Company utilizes an NDC structure, where feasible, in order to take advantage of the NDC's local market
knowledge. The NDC is responsible for cultivating the relationship with subscribers in its territory, installing subscribers' computer equipment, maintaining the hardware and software supplied to the
subscribers and providing ongoing customer support. The NDC earns a share of the booking fees generated in the NDC's territory.

The
Company enters into agreements with significant subscribers, which provide for incentives in the form of cash payments, equipment or other services at no charge. The amount of the
incentive varies depending upon the expected volume of the subscriber's business. The Company establishes liabilities for these incentives and recognizes the related expense as the revenue is earned
in accordance with the contractual terms. Where incentives are provided at inception, the Company defers and amortizes the expense over the life of the contract.

Technology
management costs, data processing costs, and telecommunication costs included in cost of revenue consist primarily of internal system and software maintenance fees, data
communications and other expenses associated with operating the Company's Internet sites and payments to outside contractors.

Allowance for Doubtful Accounts

The Company's trade receivables are reported in the balance sheets net of allowance for doubtful accounts. The Company provides for
estimated bad debts based on its assessment of the ultimate realizability of receivables, considering historical collection experience, the economic environment and specific customer information. When
the Company determines that an account is not collectible, the account is written-off to the allowance for doubtful accounts. Bad debt expense (benefit) is recorded in selling, general and
administrative expenses on the statements of operations and amounted to $(10) million, $10 million, $1 million, and $11 million and for the year ended December 31,
2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31,
2007, respectively. The Predecessor recorded a benefit of $10 million to bad debt expense in 2005 primarily as a result of collections on customer accounts in 2005 which were specifically
reserved for in prior years and improved collection patterns.

F-17

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)

Advertising Expense

Advertising costs are expensed in the period incurred and include online marketing costs such as search and banner advertising, and
offline marketing such as television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the statements of operations, was approximately
$249 million, $201 million, $96 million, and $288 million and for the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006,
the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007, respectively.

Income Taxes

The provision for income taxes is determined in accordance with Statement of Financial Accounting Standard ("SFAS") No. 109
"Accounting for Income Taxes" using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement
and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it
is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the
provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. However, if the valuation allowance is adjusted in connection with an acquisition,
such adjustment is recorded through goodwill rather than the provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on estimated
future taxable income. A change in the Company's estimate of future taxable income may require an addition or reduction to the valuation allowance.

The
Predecessor's operations were included in the consolidated federal tax return of Avis Budget up to the date of Acquisition. In addition, the Predecessor has filed consolidated,
combined and unitary state income tax returns with Avis Budget in jurisdictions where required or permitted. The provision for income taxes was computed as if the Predecessor filed its federal, state
and foreign income tax returns on a stand-alone basis and, therefore, determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the
temporary differences between the financial statement and income tax bases of assets and liabilities using the tax rates of the Predecessor on a stand-alone basis.

In
June 2006, the FASB issued FIN No. 48,Accounting for Uncertainty in Income TaxesAn
Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in
accordance with FASB Statement No. 109,Accounting for Income Taxesand prescribes a recognition threshold and measurement attribute for
financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be
recognized at the largest amount that is more-likely-than-not to not be sustained upon audit by the relevant authority. An uncertain income tax position will not be
recognized if it has less than a 50% likelihood of being sustained. The Company has adopted the provisions of FIN 48 effective January 1, 2007, as required, and, as a result of its
application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability arose as a result of the terms of the
purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48 decreased opening accumulated deficit, by

F-18

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)

approximately
$1 million. In conjunction with the adoption of FIN 48, the Company has classified uncertain tax positions as non-current other liabilities unless expected to
be paid within one year. Liabilities expected to be paid within one year are included in accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued
expenses and other current liabilities and non-current other liabilities accounts.

Cash and Cash Equivalents

The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Derivative Instruments

The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated
with fluctuations in foreign currency and interest rates. As a matter of policy, the Company does not use derivatives for trading or speculative purposes.

All
derivatives are recorded at fair value either as assets or liabilities. Changes in fair value of the derivative and the hedged item are recognized currently in earnings as a
component of net revenues,
cost of revenue or selling, general and administrative expenses, based upon the nature of the hedged item, in the statements of operations. Changes in fair value of derivatives not designated as
hedging instruments are recognized currently in earnings in the statements of operations. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments is
recorded as a component of other comprehensive income. The ineffective portion is reported currently in earnings in the statements of operations. Amounts included in other comprehensive income are
reflected in earnings in the same period during which the hedged cash flows affect earnings.

Property and Equipment

Property and equipment (including leasehold improvements) are recorded at cost, net of accumulated depreciation and amortization.
Depreciation, recorded as a component of depreciation and amortization expense on the statements of operations, is computed using the straight-line method over the estimated useful lives
of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of
the estimated benefit period of the related assets or the lease term. Useful lives are up to 30 years for buildings, up to 20 years for leasehold improvements, from 3 to 10 years
for capitalized software and from 3 to 7 years for furniture, fixtures and equipment.

The
Company capitalizes the costs of software developed for internal use in accordance with Statement of Position No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed
or obtained for internal use on a straight-line basis when such software is substantially ready for use.

Impairment of Long-Lived Assets

In connection with SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), the Company is required to
assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company assesses goodwill for
possible impairment by comparing the carrying value of its reporting units to their

F-19

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)

fair
values. The Company determines the fair value of its reporting units utilizing estimated future discounted cash flows and incorporates assumptions that it believes marketplace participants would
utilize. The Company uses comparative market multiples and other factors to corroborate the discounted cash flow results, if available. Other indefinite-lived intangible assets are tested for
impairment and written down to fair value, in accordance with SFAS No. 142.

The
Company evaluates the recoverability of its other long-lived assets, including amortizing intangible assets, if circumstances indicate impairment may have occurred
pursuant to SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This analysis is performed by comparing the respective carrying values of the assets to
the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the
carrying value of such assets is reduced to fair value through a charge to the statements of operations.

The
Company performs its annual impairment testing in the fourth quarter of each year subsequent to completing its annual forecasting process or more frequently if circumstances indicate
impairment may have occurred. See Note 7Impairment of Long Lived Assets for additional information.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of accumulated foreign currency translation adjustments, unrealized gains and
losses on derivative financial instruments related to foreign currency and interest rate hedge transactions, additional minimum pension liabilities and unrealized gains and losses on marketable
securities classified as available-for-sale. Foreign currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries. Assets and
liabilities of foreign subsidiaries having non-U.S.-dollar functional currencies are translated at exchange rates at the balance sheet dates. Revenue and expenses are translated at average
exchange rates during the
periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, are included in accumulated other
comprehensive income on the balance sheets. Gains or losses resulting from foreign currency transactions are not significant and are included in earnings as a component of net revenues, cost of
revenues or selling, general and administrative expenses, based upon the nature of the underlying transaction, in the statements of operations. The effect of exchange rates on cash balances
denominated in foreign currency is included as a separate component on the statements of cash flows.

Equity-Based Compensation

The Company introduced an equity-based long term incentive plan in 2006 after the Acquisition for the purpose of retaining certain key
employees. Under this program, key employees were granted restricted equity units and partnership interests in the partnership which controls the Company.

In
addition, certain employees of the Predecessor previously participated in Avis Budget's equity-based payment programs. All outstanding stock options and restricted stock units of Avis
Budget Group, Inc. vested in July 2006.

The
Company records compensation expense related to its equity-based compensation plan under SFAS No. 123R "Share Based Payment". The Company and the Predecessor expensed all
employee equity-based compensation over their vesting period based upon the fair value of the award on the date of grant. The equity-based compensation expense is included as a component of equity on
the consolidated balance sheet as the ultimate payment of such awards will not be achieved through use of the Company's cash or other assets.

F-20

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)

Use of Estimates

The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates.

The
Company's accounting policies, which include significant estimates and assumptions, include estimation of the collectibility of accounts receivables, including amounts due from
airlines that are in bankruptcy or who have faced financial difficulties, amounts for future cancellations of airline bookings processed through the GDSs, determination of the fair value of assets and
liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of intangible assets and goodwill, discount rates and rates of return effecting the
calculation of the assets and liabilities associated with employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company's tax assets and liabilities.

Recently Issued Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141(R) "Business Combinations", ("SFAS
No. 141(R)"). The standard replaces certain aspects of SFAS No. 141 Business Combinations, including the cost allocation process, which required the cost of an acquisition to be
allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS No. 141(R) requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141(R) is effective for acquisitions occurring after
January 1, 2009. The Company is currently evaluating the impact of the adoption of this statement on its financial statements.

In
December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interest in Consolidated Financial Statements" ("SFAS No. 160"). SFAS No. 160 requires noncontrolling
interests to be separately labeled and classified as part of equity and requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the
noncontrolling interest. SFAS No. 160 also clarifies the accounting and reporting for deconsolidation of a subsidiary. The provisions of this
statement are effective for periods beginning January 1, 2009. The Company is currently evaluating the impact of the adoption of this statement on its financial statements.

In
February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities", ("SFAS No. 159") providing companies with an option
to report selected financial assets and liabilities at fair value. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that
choose different measurement attributes for similar types of assets and liabilities. The standard requires companies to provide additional information that will help investors and other users of
financial statements to more easily understand the effect of the Company's choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities
for which the Company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for the Company on January 1, 2008. The Company is currently evaluating the
impact of the adoption of this statement on its financial statements.

F-21

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Summary of Significant Accounting Policies (Continued)

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157") which defines fair value, establishes a framework for measuring fair value and
expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company will adopt SFAS No. 157 on
January 1, 2008, as required, and is currently evaluating the impact of such adoption on its financial statements.

4.    Orbitz Worldwide Transactions



On July 25, 2007, the Company's then subsidiary, Orbitz Worldwide, Inc., completed an initial public offering (the
"Orbitz Worldwide IPO") of 41% of its shares of common stock for net proceeds of approximately $477 million. Orbitz Worldwide used the net proceeds from the Orbitz Worldwide IPO and
$530 million from term loan borrowings under its new senior secured credit facility to repay indebtedness it owed to the Company and to pay the Company a dividend. As part of a broader
reorganization, the Company reflected the resulting gain of $188 million as an increase to shareholders' equity. The gain reflects the difference in the net book value of Orbitz Worldwide prior
to the Orbitz Worldwide IPO and the value of the stock issued in the Orbitz Worldwide IPO.



On October 31, 2007, pursuant to an internal restructuring, the Company transferred approximately 9.1 million shares, or
approximately 11% of the then outstanding shares of Orbitz Worldwide, to the Company's direct parent. No shares of Orbitz Worldwide were sold. As a result of this transaction, the Company no longer
consolidates Orbitz Worldwide, effective October 31, 2007, and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

The
Company's financial statements for all periods prior to October 31, 2007 reflect the results of Orbitz Worldwide on a consolidated basis. The Company's financial statements as
of December 31, 2006 include a $135 million tax sharing liability, $10 million of which is included in accrued expenses and other current liabilities, that relates to an agreement
between Orbitz Worldwide and its former owners or their affiliates governing the allocation of tax benefits.

The
Company's Statement of Operations includes the following results of operations for Orbitz Worldwide for the following periods:

Predecessor (Combined)

Company (Consolidated)Year Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Ten Months
Ended
October 31,
2007Net revenue

$
692

$
521

$
248

$
743Operating expenses


1,096


841


247


686Operating income (loss)


(404
)

(320
)

1


57Interest expense, net


(25
)

(21
)

(9
)

(72
)Loss from continuing operations before income taxes

$
(429
)
$
(341
)
$
(8
)
$
(15
)


F-22

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

4.    Orbitz Worldwide Transactions (Continued)

Net
revenue includes $39 million, $37 million, $19 million and $65 million of intersegment revenue earned primarily from GDS for the year
ended December 31, 2005, the period January 1, 2006 through August 22, 2006 and July 13, 2006 (Formation Date) through December 31, 2006 and the ten months ended
October 31, 2007, respectively.

As
of December 31, 2007, the Company's investment in Orbitz Worldwide is $366 million. Presented below are the summary balance sheet as of December 31, 2007 and
summary results of operations for the period November 1 through December 31, 2007 for Orbitz Worldwide. The Company has recorded a $3 million loss related to its investment in
Orbitz Worldwide for the period November 1, 2007 through December 31, 2007 within equity in losses of investments, net line item on the statements of operations.

Balance Sheet

As of
December 31, 2007Current assets

$
121Non-current assets


1,804Total assets

$
1,925Current liabilities

$
422Non-current liabilities


765Total liabilities

$
1,187


Statement of Operations

November 1, 2007
through
December 31, 2007Net revenue

$
130Operating expenses


123Operating income


7Interest expense, net


(12
)Loss before income taxes


(5
)Income tax provision


(1
)Net loss

$
(6
)


During
November and December 2007 approximately $12 million of net revenue was earned by Orbitz Worldwide through intercompany transactions with the Company.

5.    Discontinued Operations

During the second quarter of 2006, the Predecessor formalized a plan to dispose of Travel 2, a subsidiary engaged in wholesale travel operations in the United Kingdom. The Company
completed the sale of this subsidiary in December 2006.

As
of December 31, 2007, the Company reached a definitive agreement to sell its TRUST business, a non-core business within its GTA segment. The Company completed the
sale of this

F-23

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Discontinued Operations (Continued)

business
in January 2008. The Company recorded a pre-tax loss on disposal of approximately $12 million, as the amount realized from the sale was less than the carrying value of the assets on
the Company's consolidated balance sheet.

Summarized
statement of operations data for discontinued operations is as follows:

Predecessor (Combined)Year Ended December 31, 2005

January 1, 2006 through August 12, 2006Travel 2

TRUST

Total
Discontinued
Operations

Travel 2

TRUST

Total
Discontinued
OperationsNet revenue

$
17

$
24

$
41

$
10

$
17

$
27Income (loss) before income taxes


(8
)




(8
)

(8
)

1


(7
)Benefit (provision) for income taxes


2





2


2


(1
)

1Loss from discontinued operations, net of
tax

$
(6
)
$


$
(6
)
$
(6
)
$


$
(6
)Loss on disposal of discontinued operations

$


$


$


$
(6
)
$


$
(6
)(Provision) benefit for income taxes

















Loss on disposal of discontinued operations, net of tax

$


$


$


$
(6
)
$


$
(6
)




Company (Consolidated)July 13, 2006 (Formation Date) through December 31, 2006

Year Ended December 31, 2007Travel 2

TRUST

Total
Discontinued
Operations

Travel 2

TRUST

Total
Discontinued
OperationsNet revenue

$
4

$
10

$
14

$


$
30

$
30Loss before income taxes


(2
)




(2
)




(1
)

(1
)Benefit for income taxes

















Loss from discontinued operations, net of tax

$
(2
)
$


$
(2
)
$



(1
)

(1
)Gain (loss) on disposal of discontinued operations

$
8

$


$
8

$


$
(12
)
$
(12
)Benefit for income taxes














6


6Gain (loss) on disposal of discontinued operations, net of tax

$
8

$


$
8

$


$
(6
)
$
(6
)


F-24

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Discontinued Operations (Continued)

Summarized
balance sheet data for discontinued operations for TRUST, excluding intercompany payable and receivable balances, is as follows:

December 31,2006

2007Assets of discontinued operationsCurrent assets

$
10

$
16Property and equipment


9


9Other non-current assets


7


11Total assets of discontinued operations

$
26

$
36Liabilities of discontinued operationsCurrent liabilities

$
5

$
7Non-current liabilities





1Total liabilities of discontinued operations

$
5

$
8


6.    Acquisitions

Assets acquired and liabilities assumed in business combinations are recorded based upon their estimated fair values at the respective acquisition dates. The results of operations of
businesses acquired by the Company have been included in the statements of operations since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of
the underlying assets acquired and liabilities assumed was allocated to goodwill.

2007 Acquisition

On August 21, 2007, the Company acquired 100% of Worldspan Technologies Inc. ("Worldspan"). Worldspan is a provider of
electronic distribution of travel information services serving customers in more than 60 countries worldwide. Management believes the acquisition will enable the Company to succeed in an increasingly
competitive industry by increasing the Company's scale, network of travel brands, content and service offerings. The Company paid approximately $1.3 billion in cash and other consideration,
including the application of $135 million in principal and interest on an outstanding paid in kind ("PIK") loan. Travelport entities provided PIK loans to Worldspan during 2006, which were
classified in other non-current assets on the Company's consolidated balance sheet at December 31, 2006.

The
allocation of the purchase price is based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final
information, including appraisals, valuations and other analyses. Any revisions to the fair values, which may be significant, will be recorded by the Company as further adjustments to the purchase
price allocation. The Company is in the process of integrating the operations of Worldspan and expects to incur costs relating to such integration. These costs may result from integrating operating
systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the balance sheets as adjustments to the
purchase price or the statements of operations as expenses, as appropriate.

F-25

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)

The
preliminary allocation of the purchase price is summarized as follows:

Cash consideration

$
1,109Application of PIK loan


135Transaction costs and expenses


35Total purchase price


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


261Less: Fair value adjustments


247Goodwill

$
771


The
fair value adjustments included in the preliminary allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets

$
357Adjustments to deferred income taxes


(63
)Costs associated with exit activities


(25
)Fair value adjustments to:Tangible assets acquired


49Founding airlines service agreement liability


(92
)Deferred revenue


9Other liabilities assumed


12$
247


The
following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the acquisition:

Cash

$
101Other current assets


101Property and equipment


259Other non-current assets


53Intangible assetsTrademarks and tradenames


103Customer relationships


196Other intangibles


58Goodwill


771Total assets


1,642Current liabilities


147Founding airlines service agreement liability


92Non-current liabilities


124Total liabilities


363Fair value of net assets acquired

$
1,279


F-26

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)

In connection with the acquisition of Worldspan, the Company assumed certain obligations under the Founding Airlines Service Agreement (FASA). The fair value of this liability
established as of the acquisition date is $92 million.

As
of December 31, 2007, the purchase price allocation is preliminary, and could change materially in subsequent periods, including adjustments related to costs the Company
expects to incur related to the alignment of the GDS businesses. The Company based the purchase price for the acquisition on historical and forecasted performance metrics, which included EBITDA (net
income before interest, taxes, depreciation and amortization) and cash flow. The purchase price resulted in a significant amount of goodwill due to the leading industry position and growth
opportunities in the market as well as anticipated operational synergies. As a result, the predominant portion of the purchase price was based on the expected financial performance of the business,
and not the identified net assets at the time of the acquisition. The goodwill was all assigned to the GDS segment, none of which is expected to be tax deductible. The Company expects to complete the
purchase price allocation during the third quarter of 2008.

Definite
lived intangibles consist of customer relationships and other intangible assets, with a weighted average life of 8 years and 9 years, respectively. The tradenames
are not subject to amortization due to their indefinite lives.

2006 Acquisitions

On August 23, 2006, the Company acquired the Travelport businesses of Avis Budget Group Inc. for approximately
$4.1 billion in cash. The assets acquired and liabilities assumed in connection with the Acquisition were recorded at their estimated fair values on the acquisition date. The excess of the
purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. The purchase accounting for this transaction was completed during the
third quarter of 2007.

The
allocation of the purchase price is summarized as follows:

Cash consideration

$
4,119Transaction costs and expenses


60Total purchase price


4,179Less: Historical value of tangible assets acquired in excess of liabilities assumed


382Less: Fair value adjustments


1,672Goodwill

$
2,125


F-27

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)

The
fair value adjustments included in the allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets

$
2,368Adjustments to deferred income taxes


(724
)Costs associated with exit activities


(25
)Fair value adjustments to:Tangible assets acquired


(29
)Liabilities assumed


82$
1,672


The
following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Acquisition:

Cash

$
69Other current assets


643Property and equipment


479Other non-current assets


159Intangible assetsTrademarks and tradenames


702Customer relationships


1,596Vendor relationships and other


70Goodwill


2,125Total assets


5,843Total current liabilities


1,139Total non-current liabilities


303Deferred taxes


222Total liabilities


1,664Fair value of net assets acquired

$
4,179


Definite
lived intangibles consist mainly of customer relationships and other intangibles, each with a weighted average life of 16 years.

The
Company based the purchase price for the Acquisition on historical and forecast performance metrics, which included EBITDA and cash flow. The purchase price resulted in a significant
amount of goodwill due to the leading industry and brand position and growth opportunities in the market. As a result, the predominant portion of the purchase price was based on the expected financial
performance of the business, and not the identified net assets at the time of the Acquisition. The goodwill was assigned $1,242 million to Orbitz Worldwide, none of which is expected to be tax
deductible,
$719 million to GTA, none of which is expected to be tax deductible, and $164 million to Galileo, none of which is tax deductible.

F-28

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)

Other.In 2006, the Predecessor recorded approximately $43 million of goodwill in connection with the acquisition of Needahotel, an Ireland based online
provider of hotel accommodations in Europe, which was acquired on February 8, 2006 for consideration of approximately $32 million. None of the related goodwill is expected to be tax
deductible.

2005 Acquisitions

Gullivers Travel Associates.On April 1, 2005, the Predecessor completed the acquisition of Donvand Limited, which operates under the names Gullivers Travel
Associates and Octopus Travel Group Limited (collectively, "Gullivers"). Gullivers is a wholesaler of hotel rooms, destination services, travel packages and group tours and a global online provider of
lodging and destination services. The Predecessor believed that this acquisition positioned the Predecessor as a worldwide leader in the global online travel intermediary space.

The
allocation of the purchase price is summarized as follows:

Cash consideration

$
1,202Transaction costs and expenses


12Total purchase price


1,214Less: Historical value of assets acquired in excess of liabilities assumed


79Less: Fair value adjustments


342Goodwill

$
793


The
fair value adjustments included in the allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets(a)

$
499Adjustments to deferred tax liability


(155
)Costs associated with exiting activities(b)


(4
)Other fair value adjustments


2$
342






F-29

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)



The
following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Predecessor's acquisition of Gullivers:

Cash

$
157Other current assets


141Property and equipment


53Intangible assets


499Goodwill


793Total assets


1,643Total current liabilities


270Total non-current liabilities


159Total liabilities


429Fair value of net assets acquired

$
1,214


The
Company based the net purchase price for the acquisition on historical as well as forecast performance metrics, which include EBITDA and cash flow, as well as synergies expected to
be realized throughout the organization. The purchase price resulted in a significant amount of goodwill due to the leading market and brand position and growth opportunities in the market. As a
result, the predominant portion of the purchase price is based on the expected financial performance of the business, and not the identified net assets at the time of the acquisition. None of the
goodwill is deductible for tax purposes.

ebookers plc.On February 28, 2005, the Predecessor acquired ebookers plc ("ebookers"), a leading full service online travel agency in Europe
offering a wide range of discount and standard price travel products and services including airfares, hotels, car rentals, cruises and travel insurance. Management believed that this acquisition
enhanced the Predecessor's role in the global online travel intermediary space. The allocation of the purchase price is summarized as follows:

Cash consideration

$
444Transaction costs and expenses


10Total purchase price


454Plus: Historical value of liabilities assumed in excess of assets acquired


33Less: Fair value adjustments


118Goodwill

$
369


F-30

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)

The
fair value adjustments included in the allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets(a)

$
187Adjustments to deferred income tax liability


(36
)Costs associated with exiting activities(b)


(10
)Other fair value adjustments


(23
)$
118






F-31

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)



The
following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Predecessor's acquisition of ebookers:

Cash

$
82Other current assets


32Property and equipment


24Intangible assets


187Goodwill


369Other non-current assets


13Total assets


707Total current liabilities


157Total non-current liabilities


96Total liabilities


253Fair value of net assets acquired

$
454


The
Company based the net purchase price for the acquisition on historical as well as forecast performance metrics, which include EBITDA and cash flow, as well as expected benefits of
expanding its online presence geographically. The purchase price resulted in a significant amount of goodwill due to the leading market and brand position and growth opportunities in the market. As a
result, the predominant portion of the purchase price is based on the expected financial performance of the business, and not the identified net assets at the time of the acquisition. None of the
goodwill is deductible for tax purposes. This acquisition was not material to the Predecessor's results of operations, financial position or cash flows.

Other.During 2005, the Predecessor also acquired AsiaHotels.com and Away.com for aggregate consideration of $11 million in cash, which resulted in goodwill
(based on the allocation of the purchase price) of $8 million, of which $5 million is expected to be deductible for tax purposes. These acquisitions were not significant to the
Predecessor's results of operations, financial position or cash flows.

Pro Forma Financial Information

The following pro forma data for the Company's significant acquisitions of Worldspan and the Travelport businesses of Avis Budget
includes the results of operations as if the acquisitions had been consummated as of the beginning of the respective period presented. This pro forma data is based on

F-32

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Acquisitions (Continued)

historical
information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations.

Year Ended December 31, 2006Historical As ReportedPredecessor

CompanyJanuary 1, 2006
through
August 22, 2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Worldspan
Adjustments(a)

Worldspan

Travelport(b)

Pro FormaNet revenue

$
1,693

$
823

$
887

$
(40
)
$
(31
)
$
3,332Operating income (loss)


(2,240
)

(5
)

112


4


2,316


187Net income (loss)


(2,176
)

(153
)

10


18


1,983


(318
)




Year Ended December 31, 2007Historical
As Reported
Company

Worldspan

Worldspan
Adjustments(a)

Pro FormaNet revenue

$
2,780

$
484

$
(30
)
$
3,234Operating income (loss)


(18
)

69


9


60Net income (loss)


(440
)

3


7


(430
)


---

7.    Impairment of Long-Lived Assets

In 2007, as a result of the impairment test performed, the Company recorded an impairment of $1 million for property and equipment within Corporate and Other.

The
purchase price for the Acquisition of the Predecessor by the Company indicated that the carrying value of the Predecessor's goodwill balance may have been impaired. Accordingly, the
Predecessor tested the carrying value of the recorded goodwill. The fair value of each reporting unit was based on the purchase price for the Predecessor, as allocated to each reporting unit based on
the forecasted cash flows for each. In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded a total impairment charge of
$2,364 million, including $2,363 million related to goodwill and $1 million related to definite lived intangible assets. In preparing the calculation of the impairment, the
Predecessor utilized the final

F-33

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

7.    Impairment of Long-Lived Assets (Continued)

purchase
price allocation of the buyer to determine the fair value of assets and liabilities, including intangible assets. Of the total goodwill impairment of $2,363 million,
$2,008 million and $355 million related to reporting units comprising GDS and Orbitz Worldwide, respectively. At the time of testing goodwill for impairment, the Predecessor also tested
other intangible assets for impairment. As a result of these tests, the Predecessor recorded an impairment of $1 million which related to definite lived intangible assets related to the Orbitz
Worldwide segment. Due to a change in the operations of certain assets after the Acquisition was completed, the Company recorded an additional impairment of $14 million related to
long-lived software marketing licenses during the period July 13, 2006 (Formation Date) through December 31, 2006.

In
2005, as a result of the annual impairment test performed, the Predecessor determined that the carrying values of goodwill and certain other indefinite-lived intangible assets,
primarily in its Orbitz Worldwide segment, exceeded their estimated fair values. Consequently, the Predecessor also tested its other long-lived assets for impairment. In connection with
the impairment assessments performed, the Predecessor recorded a pre-tax charge of $422 million, of which $251 million reduced the value of goodwill and $171 million
reduced the value of other intangible assets (including $120 million related to trademarks and tradenames). This impairment resulted from a decline in future anticipated cash flows primarily
within the Orbitz Worldwide segment.

8.    Intangible Assets

Intangible assets consisted of:

Company (Consolidated)As of December 31, 2006

As of December 31, 2007Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
AmountNon-Amortizable IntangibleAssetsGoodwill

$
2,144







$
1,757Trademarks and tradenames

$
705







$
510Amortizable Intangible AssetsCustomer relationships

$
1,606

$
45

$
1,561

$
1,826

$
157

$
1,669Vendor relationships and other


71


1


70


52


4


48$
1,677

$
46

$
1,631

$
1,878

$
161

$
1,717


F-34

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

8.    Intangible Assets (Continued)

The
changes in the carrying amount of goodwill by segment between December 31, 2006 and December 31, 2007 are as follows:

Balance
January 1,
2007

Goodwill
Acquired in
2007

Adjustments to
Goodwill
Acquired During
2006

Foreign Exchange

Other*

Balance
December 31,
2007GDS

$
164

$
771

$
13

$


$


$
948Orbitz Worldwide


1,242





(36
)

7


(1,213
)

GTA


738





(3
)

74





809$
2,144

$
771

$
(26
)
$
81

$
(1,213
)
$
1,757


---

The
changes in the carrying amount of goodwill by segment between July 13, 2006 (Formation Date) and December 31, 2006 are as follows:

Balance July 13, 2006

Goodwill
Acquired

Foreign
Exchange

Adjustments to
Goodwill Acquired

Balance December 31, 2006GDS

$


$
164

$


$


$
164Orbitz Worldwide





1,242








1,242GTA





719


22


(3
)

738$


$
2,125

$
22

$
(3
)
$
2,144


The
changes in the carrying amount of goodwill by segment for the period January 1, 2006 through August 22, 2006 are as follows:

Balance
January 1, 2006

Adjustments to
Goodwill
Acquired During
2005

Goodwill
Acquired during
2006

Impairment

Foreign
Exchange

Balance
August 22, 2006GDS

$
2,074

$
(75
)
$


$
(2,008
)
$
106

$
97Orbitz Worldwide


1,222


2





(355
)

(54
)

815GTA


744


(8
)

43





86


865$
4,040

$
(81
)
$
43

$
(2,363
)
$
138

$
1,777


F-35

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

8.    Intangible Assets (Continued)

The
changes in the carrying amount of goodwill by segment for the year ended December 31, 2005 are as follows:

Balance
January 1, 2005

Goodwill
Acquired during
2005

Adjustments to
Goodwill
Acquired During
2004

Impairment

Foreign
Exchange

Balance
December 31,
2005GDS

$
2,107

$


$


$


$
(33
)
$
2,074Orbitz Worldwide


1,266


377


(125
)

(251
)

(45
)

1,222GTA


12


793








(61
)

744$
3,385

$
1,170

$
(125
)
$
(251
)
$
(139
)
$
4,040


Amortization
expense relating to all intangible assets was as follows:

Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation
Date) through
December 31,
2006Year ended
December 31,
2005

January 1, 2006
through
August 22,
2006

Year
ended
December 31,
2007Customer relationships

$
34

$
28

$
43

$
129Vendor relationships and other


12


3


1


5Total(*)

$
46

$
31

$
44

$
134


---

The
Company estimates amortization expense of the intangible assets to approximate $134 million, $134 million, $135 million, $130 million and
$124 million for each of the five succeeding fiscal years.

9.    Separation and Restructuring Charges

Separation and restructuring charges consist of:

Predecessor (Combined)

Company (Consolidated)Year ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(formation
date) through
December 31,
2006

Year ended
December 31,
2007Separation costs

$


$
74

$
13

$
5Sponsor monitoring fee








2


57Restructuring charges


22


18


3


28Total

$
22

$
92

$
18

$
90


F-36

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Separation and Restructuring Charges (Continued)



Separation costs of $74 million recorded by the Predecessor during the period from January 1, 2006 through
August 22, 2006 include $29 million of non-cash compensation expense related to the accelerated vesting of stock options and restricted stock units, $16 million for
employee severance, $15 million for employee retention and $14 million in various other separation costs, including consulting and accounting fees. Separation costs of $13 million
for the period July 13, 2006 (Formation Date) through December 31, 2006 consist primarily of payments made to employees related to retention and bonus plans of $6 million as well
as $7 million in professional fees and other costs directly related to the separation plan. Separation costs of $5 million for the year ended December 31, 2007 consist of
$3 million in employee retention plans and $2 million in professional fees and other costs directly related to the separation plan.



Under the terms of the Transaction and Monitoring Fee Agreement, the Company pays an annual management fee to Blackstone, TCV and OEP.
In 2006, this monitoring fee approximated $2 million. On December 31, 2007, the Company received a notice from the Blackstone, TCV and OEP terminating the Transaction and Monitoring Fee
Agreement and electing to receive a lump sum fee, in lieu of annual payments of the monitoring fee. The lump sum fee was agreed to be $57 million. The notice acknowledged that the Company would
not be required to pay the lump sum fee until it was permitted to do so under the terms of its senior secured credit agreement, which restricts such a payment.

Following
payment of the lump sum fee, the Transaction and Monitoring Fee Agreement will be terminated.



2006 Restructuring Plan

During
the second quarter of 2006, the Predecessor committed to various strategic initiatives targeted principally at reducing costs, enhancing organizational efficiency and
consolidating and rationalizing existing processes and facilities.



During
the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into our GDS segment, the Company committed to various
strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing processes and facilities.

F-37

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Separation and Restructuring Charges (Continued)

The initial recognition of the restructuring charges and the corresponding utilization from inception are summarized by category as follows:

Personnel Related

Facility Related

Other

TotalInitial charge in 2006

$
9

$
8

$
4

$
21Cash payments made in 2006


(7
)

(7
)




(14
)Other non-cash reductions








(2
)

(2
)Balance, December 31, 2006


2


1


2


52006 restructuring plan charges incurred in 2007


22


2





242007 restructuring plan charges incurred in 2007


4








4Cash payments related to the 2006 plan


(20
)

(3
)

(1
)

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








(1
)

(1
)Balance, December 31, 2007

$
8

$


$


$
8


The
restructuring charges included within "Other" in the table above include asset impairments and consulting fees. The Company does not expect to incur additional charges related to
this plan.

For
the year ended December 31, 2007, approximately $24 million, $2 million and $1 million of the restructuring charges have been recorded within the
GDS, GTA and Orbitz Worldwide segments, respectively, while approximately $1 million has been recorded within Corporate and unallocated. The Company expects to incur approximately
$6 million of additional charges in 2008 related to the 2007 restructuring plan. The Company expects to settle a majority of the balance of the restructuring liability as of December 31,
2007 during 2008.

During
the first quarter of 2005, the Predecessor committed to various strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by
consolidating and rationalizing existing processes. The more significant areas of cost reduction included reduction in staff, and as such, all charges have been classified as personnel related.

As
of December 31, 2007, all charges incurred during 2005 were settled.

F-38

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

10.    Income Taxes

The (provision) benefit for income taxes on continuing operations consisted of:

Predecessor (Combined)

Company (Consolidated)Year ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(Formation
Date) through
December 31,
2006

Year ended
December 31,
2007CurrentU.S. Federal

$
56

$
46

$


$
U.S. State


2


(3
)




(2
)Non-U.S.


(39
)

(38
)

(8
)

(39
)19


5


(8
)

(41
)DeferredU.S. Federal


1


37


(6
)

3U.S. State


6


51


(1
)

1Non-U.S.


50


23


12


2057


111


5


24Non-currentFIN 48











(24
)(Provision) benefit for income taxes

$
76

$
116

$
(3
)
$
(41
)


Loss
from continuing operations before income taxes, minority interest and equity in losses of investments, net for U.S. and non-U.S operations consisted of:

Predecessor (Combined)

Company (Consolidated)Year ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(Formation
Date) through
December 31,
2006

Year ended
December 31,
2007United States

$
(16
)
$
(2,407
)
$
(90
)
$
(256
)Non-U.S.


(103
)

128


(65
)

(135
)Loss from continuing operations before income taxes, minority interest and equity in losses of investments, net

$
(119
)
$
(2,279
)
$
(155
)
$
(391
)


F-39

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

10.    Income Taxes (Continued)

Current
and non-current deferred income tax assets and liabilities were comprised of:

Company (Consolidated)As of
December 31,
2006

As of
December 31,
2007Current deferred income tax assets:Accrued liabilities and deferred income

$
23

$
18Allowance for doubtful accounts


3


3Stock based compensation





19Valuation allowance(*)


(13
)

(31
)Current deferred income tax assets


13


9Current deferred income tax liabilities:Prepaid expenses


(4
)

Accrued liabilities and deferred income


(8
)

Other


(1
)

Current deferred income tax liability


(13
)

Current net deferred income tax (liability) asset

$


$
9Non-current deferred income tax assets:Net operating loss carryforwards

$
158

$
45Alternative minimum tax credit carryforward


1


1Accrued liabilities and deferred income


15


18Depreciation and amortization


262


33Capital loss carryforward


14


Acquisition and integration-related liabilities


31


Other reserves


8


Accumulated other comprehensive income


3


Other


1


Valuation allowance(*)


(459
)

(94
)Non-current deferred income tax assets


34


3Non-current deferred income tax liabilities:Accrued liabilities and deferred income





(5
)Depreciation and amortization


(243
)

(250
)Accumulated other comprehensive income





(5
)Other


(1
)

(1
)Non-current deferred income tax liability


(244
)

(261
)Non-current net deferred income tax asset (liability)

$
(210
)
$
(258
)


---

F-40

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

10.    Income Taxes (Continued)



For
the year ended December 31, 2007, the Company had income tax expense of $41 million. The expense is primarily due to a one-time non-cash
adjustment of a valuation allowance as a result of the Orbitz Worldwide initial public offering of $31 million, a one-time non-cash benefit due to a United Kingdom tax
law change of $19 million, charges associated with the adoption of FIN 48 of $24 million and taxes in certain jurisdictions which could not be offset with losses in the United
States.

As
of December 31, 2007, the Company had U.S. federal net operating loss carryforwards of approximately $110 million, which expire between 2026 and 2027 and non-U.S. net
operating losses of $15 million which expire between 5 years and indefinitely. At December 31, 2007, no provision had been made for deferred income taxes on any portion of
approximately $513 million of accumulated and undistributed earnings of non-U.S. subsidiaries, since it is the intention of management to reinvest the undistributed earnings indefinitely in
those non-U.S. operations. The determination of the amount of unrecognized deferred income tax liability for unremited earnings is not practicable.

In
December 2004, the FASB issued FASB Staff Position No. FAS 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004." The American Jobs Creation Act of 2004, which became effective on December 22, 2004, provides a one-time dividends received deduction on the
repatriation of certain foreign earnings to a U.S. taxpayer, provided certain criteria are met. The Predecessor has applied the provisions of this Act to qualifying earnings repatriations through
December 31, 2005. In December 2005, the Predecessor repatriated $350 million of unremitted earnings, which was used for domestic investment purposes. This repatriation resulted in
income tax expense of approximately $28 million.

F-41

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

10.    Income Taxes (Continued)

The
Company's and the Predecessor's effective income tax rate differs from the U.S. federal statutory rate as follows:

Predecessor (Combined)

Company (Consolidated)Year ended
December 31,
2005

January 1,
2006
through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year ended
December 31,
2007U.S. federal statutory rate


35.0
%

35.0
%

35.0
%

35.0
%U.S. state and local income taxes, net of federal tax benefits


(3.7
)

0.9


(0.4
)

(0.2
)Taxes on non-U.S. operations at alternate
rates


33.8


1.3


(12.6
)

(21.8
)Tax benefit resulting from non-U.S. rate change











4.8Non-deductible compensation











(13.0
)Non-deductible interest











(1.1
)Capitalized consulting costs











(3.5
)FIN 48











(6.1
)Taxes on repatriations made to benefit from provisions of the American Jobs Creation Act of 2004, net of credits


(23.2
)







Taxes on other repatriated non-U.S. income, net of tax credits


9.5


0.4


(0.9
)

Tax differential on impairment of intangible assets, including net state and non-U.S. impact


19.2


(32.6
)




Adjustment of estimated income tax accruals


(9.1
)







Change in U.S. valuation allowance








(22.4
)

(4.9
)Other


2.4


0.1


(0.6
)

0.363.9
%

5.1
%

(1.9
)%

(10.5
)%


The
Company is subject to income taxes in the United States and numerous non-U.S. jurisdictions. Significant judgment is required in determining the Company's worldwide provision for
income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The
Company is regularly under audit by tax authorities. Accruals for tax contingencies are provided for in accordance with the requirements of SFAS No. 5, "Accounting for Contingencies" for
periods through December 31, 2006 and in accordance with FIN 48 for the year ended December 31, 2007.

Pursuant
to the purchase agreement governing the Acquisition, the Company is indemnified by Avis Budget for all income tax liabilities relating to periods prior to the Acquisition. The
Company believes that its accruals for tax liabilities, including the indemnified liabilities, are adequate for all remaining open years, based on its assessment of many factors, including past
experience and interpretations of tax law applied to the facts of each matter.

F-42

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

10.    Income Taxes (Continued)

The
Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities representing the best estimates of the probable loss on
certain positions. The Company believes that the accruals for tax liabilities are adequate for all open years, based on assessment of many factors including past experience and interpretations of tax
law applied to the facts of each matter. However, tax regulations are subject to interpretation and tax litigation is inherently uncertain. Therefore, the Company's assessments can involve both a
series of complex judgments about future events and rely heavily on estimates and assumptions. The final determination of tax audits and any other related litigation could be materially different than
that which is reflected in historical income tax provisions and recorded assets and liabilities.

The
results of an audit or litigation related to these matters include a range of potential outcomes, which may involve material amounts. However, as discussed above, the Company is
indemnified by Avis
Budget for all income taxes relating to periods prior to the Acquisition, and therefore, does not expect any such resolution to have a significant impact on its earnings, financial position or cash
flows.



In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" ("FIN 48"), which is an interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the
provisions of FIN 48 effective January 1, 2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As
the conditions resulting in a portion of this liability arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately
$21 million. The application of FIN 48 decreased opening accumulated deficit, by approximately $1 million.

Under
the terms of the purchase agreement relating to the Acquisition, the Company is indemnified for all pre-closing income tax liabilities. For purposes of FIN 48,
with respect to periods prior to the Acquisition, the Company is only required to take into account tax returns for which it or one of its affiliates is the primary taxpaying entity, which consists of
separate state returns and non-U.S. returns. U.S. Federal and state combined and unitary tax returns as applicable in the post-Acquisition period. The Company's U.S.
subsidiaries file a consolidated income tax return for U.S. Federal income tax purposes. During the first quarter of 2007, the Company implemented a series of transactions that led to the
creation of two U.S. consolidated income tax groups, one for the GDS and GTA businesses and one for the Orbitz Worldwide business. With limited exceptions, the Company is no longer subject to U.S.
Federal income tax, state and local, or non-U.S. income tax examinations by tax authorities for tax years before 2001.

The
Company has undertaken an analysis of all material tax positions in its tax accruals for all open years and has identified all of its outstanding tax positions and estimated the
transition amounts with respect to each item at the effective date. The Company expects a reduction of approximately $5 million in the total amount of unrecognized tax benefits within the next
12 months as a result of payments. The total amount of unrecognized tax benefits that, if recognized would affect the effective tax rate would be $27 million.

F-43

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

10.    Income Taxes (Continued)

A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance as of January 1, 2007

$
27Increase in tax provision for prior year


17Increase in tax provision for current year


7Additions due to acquisition of Worldspan


4Decrease related to deconsolidation of Orbitz Worldwide


(2
)Balance as of December 31, 2007

$
53


The
Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. The Company had accrued approximately
$6 million to reflect interest and penalties accrued during 2007.

11.    Other Current Assets

Other current assets consisted of:

Company (Consolidated)As of
December 31,
2006

As of
December 31,
2007Derivative contracts

$
59

$
101Prepaid expenses


30


46Sales and use tax receivables


23


37Other


48


68$
160

$
252


Other
current assets includes $30 million as of December 31, 2006 for Orbitz Worldwide.

12.    Property and Equipment, Net

Property and equipment, net, consisted of:

Company (Consolidated)As of
December 31,
2006

As of
December 31,
2007Land

$
4

$
4Capitalized software


233


402Furniture, fixtures and equipment


121


141Building and leasehold improvements


98


45Construction in progress


84


36540


628Less: Accumulated depreciation and amortization


(32
)

(96
)Property and equipment, net

$
508

$
532


F-44

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

12.    Property and Equipment, Net (Continued)

Property
and equipment, net includes $169 million as of December 31, 2006 for Orbitz Worldwide.

During
the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, and the period July 13, 2006 (Formation Date) through
December 31, 2006 and for the year ended December 31, 2007, depreciation expense of $155 million, $92 million, $33 million and $114 million, respectively, was
recorded. Construction in progress includes approximately $4 million of capitalized interest.

13.    Other Non-Current Assets

Other non-current assets consisted of:

Company (Consolidated)As of
December 31,
2006

As of
December 31,
2007Deferred financing costs

$
88

$
75Development advances


55


63Avis Budget tax receivable


53


17PIK Loan to Worldspan


125


Pension assets





42Other


61


45$
382

$
242


Other
non-current assets includes $40 million for Orbitz Worldwide at December 31, 2006.

F-45

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

14.    Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

Company (Consolidated)As of
December 31,
2006

As of
December 31,
2007Accrued travel supplier payments, deferred revenue and customer advances

$
318

$
230Accrued payroll and related


80


100Accrued commissions and incentives


96


155Accrued sales and use tax


65


67Accrued sponsor monitoring fees





57Current portion of Worldspan founding airline service agreement liability





33Accrued interest expense


43


42Accrued merger and acquisition costs


40


15Other


142


128Accrued Orbitz Worldwide advertising and marketing


36


Current portion of Orbitz Worldwide tax sharing liability


10


$
830

$
827


Accrued
expenses includes $226 million for Orbitz Worldwide as of December 31, 2006.

15.    Long-Term Debt

Company (Consolidated)Maturity

As of
December 31,
2006

As of
December 31,
2007Senior Secured Credit FacilitiesTerm loan facilityDollar-denominated

August 2013

$
1,407

$
1,723Euro-denominated

August 2013


816


510Senior NotesDollar-denominated floating rate notes

September 2014


150


150Euro-denominated floating rate notes

September 2014


310


34397/8% notes

September 2014


450


450Senior Subordinated Notes117/8% Dollar-denominated notes

September 2016


300


300107/8% Euro-denominated notes

September 2016


211


233Capital leases and other




3


59Total debt




3,647


3,768Less: current portion




24


17Long-term debt



$
3,623

$
3,751


F-46

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

15.    Long-Term Debt (Continued)

Senior Secured Credit Facilities

On August 23, 2006, in connection with the Acquisition, the Company entered into a $2.6 billion senior secured credit
facility consisting of: (i) a $2.2 billion term loan facility; (ii) a $275 million revolving credit facility; and (iii) a $125 million synthetic letter of
credit facility. The Company is required to repay the term loans in quarterly installments equal to 1% per annum of the original funded principal amount, commencing on December 29, 2006. The
$275 million revolving credit facility is comprised of U.S. Dollar denominated sub-facility of $175 million and an alternative currency sub-limit (Sterling and
Euro) of $100 million.

During
May 2007, the Company amended its senior secured credit agreement to allow for (i) borrowings of approximately $1.0 billion of an additional term loan for the
acquisition of Worldspan; (ii) an increase of $25 million under its revolving credit facility, bringing the total availability to $300 million; (iii) an increase of
$25 million in the synthetic letter of credit facility, bringing the total availability to $150 million; and (iv) a reduction in the interest rate on its
Euro-denominated term loan from EURIBOR plus 2.75% to EURIBOR plus 2.5%. The Company borrowed the maximum allowable amount of the term loan equal to approximately $1.0 billion to
finance the acquisition of Worldspan.

During
July 2007, in connection with the proceeds received from the Orbitz Worldwide initial public offering and borrowings by Orbitz Worldwide under its term loan facility, the Company
repaid
approximately $1 billion under its senior secured credit facility. As of December 31, 2007, there were no borrowings under the revolving credit facilities and $134 million of
commitments outstanding under the synthetic letter of credit facility. Pursuant to the Company's Separation Agreement with Orbitz Worldwide, the Company maintains letters of credit under its synthetic
letter of credit facility on behalf of Orbitz Worldwide. As of December 31, 2007, the Company had commitments of approximately $74 million in letters of credit outstanding on behalf of
Orbitz Worldwide.

During
the year ended December 31, 2007, the Company made a $100 million discretionary repayment of amounts outstanding under the term loan portion of its senior secured
credit facility and repaid approximately $16 million of the term loan as required under the agreement. In addition, the amounts outstanding under the Euro-denominated term loan
increased by approximately $63 million as a result of foreign exchange fluctuations, which are partially offset by the foreign exchange hedge instruments entered into by the Company. The
unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the condensed balance sheet.

Senior Notes and Senior Subordinated Notes

On August 23, 2006, in connection with the Acquisition, the Company issued $150 million of dollar-denominated senior
dollar floating rate notes, € 235 million euro-denominated senior floating rate notes ($299 million dollar equivalent, on the date of issuance)
and $450 million 97/8% senior fixed rate notes. The dollar-denominated floating rate senior notes bear interest at a rate equal to LIBOR plus 45/8%. The
euro-denominated floating rate senior notes bear interest at a rate equal to EURIBOR plus 45/8%. The senior notes are unsecured senior obligations of the Company and are
subordinated to all existing and future secured indebtedness of the Company (including the senior secured credit facility) and will be senior in right of payment to any existing and future
subordinated indebtedness

F-47

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

15.    Long-Term Debt (Continued)

(including
the senior subordinated notes). In addition, during the year ended December 31, 2007, the amounts outstanding on the senior notes increased by approximately $33 million as a
result of foreign exchange fluctuations, which were offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other
current assets and liabilities on the balance sheet.

On
August 23, 2006, in connection with the Acquisition, the Company issued $300 million of 117/8% dollar-denominated notes and
€ 160 million of 107/8% euro-denominated notes ($204 million dollar equivalent, on the date of issuance). The senior subordinated
notes are unsecured senior subordinated obligations of the Company and are subordinated in right of payment to all existing and future senior indebtedness and secured indebtedness of the Company
(including the senior credit facilities and the senior notes). In addition, during the year ended December 31, 2007, the amounts outstanding on the senior subordinated notes increased by
approximately $22 million as a
result of foreign exchange fluctuations, which were offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other
current assets and liabilities on the balance sheet.

From
time to time, depending upon market, pricing and other conditions, including the Company's cash balances and liquidity, the Company may seek to repurchase a portion of the Senior
Notes and/or Senior Subordinated Notes in the open market.

Avis Budget Revolving Credit Agreement

In 2005, Galileo International Technology, LLC ("GIT"), an entity that formed part of the Predecessor, was added as a borrower
under the Avis Budget Group, Inc. $3.5 billion Five Year Competitive Advance and Revolving Credit Agreement dated November 22, 2004 ("the Avis Budget Credit Facility") in
connection with AvisBudget's repatriation of foreign earnings under the American Jobs Creation Act of 2004. The outstanding borrowings as of December 31, 2005 funded a dividend payment to Avis
Budget Group, Inc. of $350 million.

The
amounts borrowed under the Avis Budget Credit Facility by GIT were guaranteed by AvisBudget. Other than GIT, the Predecessor was not party to the Avis Budget Credit Facility and did
not guarantee any borrowings thereunder, including the borrowings of GIT. The borrowings bore interest at LIBOR plus 39 basis points and had a weighted average interest rate of 5.1% for the period
January 1, 2006 through August 22, 2006. The Predecessor incurred interest expense of approximately $8 million for the period January 1, 2006 through August 22,
2006. The Avis Budget Credit Facility had a contractual maturity date of November 2009; however, the outstanding balance of the loan was repaid prior to the closing of the Acquisition.

Interim Credit Agreement

On July 18, 2006, the Predecessor entered into a $2.2 billion unsecured interim credit agreement, consisting of a
$1.8 billion term loan agreement and a $400 million revolving credit agreement. The credit facilities had a maturity date of July 17, 2007. Loans under the interim credit
agreement bore interest, at the Predecessor's option, at 87.5 basis points over LIBOR, or at the alternate base rate. On July 27, 2006, the Predecessor borrowed $1.9 billion under the
credit facilities in order to advance

F-48

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

15.    Long-Term Debt (Continued)

approximately
$1.6 billion to Avis Budget and to repay the entire remaining $265 million of GIT indebtedness outstanding under the Avis Budget Credit Facility. The interim credit
agreement was repaid in full on August 23, 2006 with a portion of the proceeds received from the term loan facility, the senior notes and the senior subordinated notes discussed above. The
Predecessor incurred approximately $10 million in interest expense related to this interim credit agreement.

Debt Maturities

Aggregate maturities of debt as of December 31, 2007 are as follows:

Year

Amount2008

$
172009


182010


182011


172012


18Thereafter


3,680$
3,768


During
2008, the Company's Board of Directors authorized the purchase in the open market of up to an aggregate of $100 million of Travelport PIK loans, term loans, senior notes
and/or senior subordinated notes. Such purchases will be made with cash on the balance sheet. Through February 15, 2008, the Company has repurchased approximately $30 million in
principal amount of its outstanding bonds.

Debt Issuance Costs

In connection with the debt issuances associated with the Acquisition, the Company recorded $105 million of debt issuance costs
during the period July 13, 2006 (Formation Date) through December 31, 2006. During the year ended December 31, 2007, the Company recorded an additional $30 million of debt
issuance costs. Debt issuance costs are capitalized within other assets on the balance sheet and amortized over the life of the related debt into earnings as part of interest expense on the statement
of operations using the effective interest method. Amortization of debt issuance costs totaled $17 million for the period July 13, 2006 to December 31, 2006, including
approximately $10 million of fees related to an unused bridge financing arrangement. Amortization of debt issuance cost was $40 million for the year ended December 31, 2007.

Debt Covenants and Guarantees

The senior secured credit agreement and the indentures governing the notes contain a number of covenants that, among other things,
restrict, subject to certain exceptions, the Company's and its subsidiaries' ability to: incur additional indebtedness or issue preferred stock; create liens on assets; enter into sale and leaseback
transactions; engage in mergers or consolidations; sell assets; pay dividends and distributions or repurchase our capital stock; make investments, loans or advances; repay subordinated indebtedness
(including the Company's senior subordinated notes); make certain

F-49

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

15.    Long-Term Debt (Continued)

acquisitions;
engage in certain transactions with affiliates; amend material agreements governing our subordinated indebtedness (including the Company's senior subordinated notes); change our lines of
business; and change the status of the Company as a passive holding company.

In
addition, the Company is required to maintain a maximum total leverage ratio. The senior secured credit agreement and indentures also contain certain customary affirmative covenants
and events of default. As of December 31, 2007, the Company was in compliance with all restrictive and financial covenants related to long-term debt.

The
senior notes and senior subordinated notes are guaranteed by the Company's subsidiaries incorporated in the U.S. with the exception of GIT. See Note 23Guarantor
and Non-Guarantor Financial Statements, for the financial statements of the Guarantor and Non-Guarantor subsidiaries.

16.    Financial Instruments

RISK MANAGEMENT

Following is a description of the Company's risk management policies:

Foreign Currency Risk

The Company uses foreign currency forward contracts to manage its exposure to changes in foreign currency exchange rates associated
with its foreign currency denominated receivables and payables, external Euro debt, and forecasted earnings of foreign subsidiaries. The Company primarily enters into derivative instruments to manage
its foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts utilized by the Company do not qualify for hedge accounting treatment under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely offset the
impact of changes in the value of the underlying risk that they are intended to economically hedge. Gains (losses) on these forward contracts amounted to $(12) million, $10 million,
$47 million and $116 million the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date)
through December 31, 2006 and the year ended December 31, 2007, respectively.

Interest Rate Risk

A portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations. The Company uses
various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure as of
December 31, 2007 was to interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. The Company currently uses interest rate swaps as the
derivative instrument in these hedging strategies. The derivatives used to manage the risk associated with the Company's floating rate debt are designated as cash flow hedges. During the period
July 13, 2006 (Formation Date) to December 31, 2006, certain interest rate components of the Company's cross currency hedging transactions entered into by the Company have been
designated as ineffective resulting in a non-cash charge of $11 million, recorded within interest expense on the Company's consolidated statement of operations. Deferred amounts to
be recognized in earnings will

F-50

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

16.    Financial Instruments (Continued)

change
with market conditions and will be substantially offset by changes in the value of the related hedge transactions. The Company does not have any deferred gains or losses recorded in other
comprehensive income for contracts that will mature in the next twelve months. As of December 31, 2007, the Company's interest rate hedges cover transactions for periods that do not exceed five
years.

Credit Risk and Exposure

The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales
transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in instances in which financing is provided.
The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty
creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties.

As
of December 31, 2007, there were no significant concentrations of credit risk with any individual counterparty or groups of counterparties.

Market Risk

The Company provides global distribution and reservation services, offers retail consumer and corporate travel agency services through
its online travel agencies and provides travel marketing information to airline, car rental and hotel clients. The Company provides airline, car rental, hotel and other travel reservation and
fulfillment services to its customers through its network of online travel companies. The Company's results of operations are affected by many economic factors, including the level of economic
activity in the markets in which it operates. In the travel services business, a decline in economic activity typically results in a decline in both business and leisure travel and, accordingly, a
decline in the volume of transactions in the Company's GDS and GTA businesses. Additionally, the Company's customers are located worldwide, with net revenue generated from outside the United States
ranging from approximately 55% to 58% of net revenue recorded on the Company's statement of operations for all periods presented. Accordingly, a decline in economic activity either in the United
States or in international markets may have a material adverse effect on our performance.

Other
business risks faced by the Company relate to its dependence on relationships with travel suppliers, primarily airlines and hotels, exposure to risks associated with online
commerce security and credit card fraud, dependence on third party technology developers, technology outages and breakdown, and failure to integrate various disconnected business units and technology.

Fair Value

The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national
securities exchange or an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other
valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value
due to the short-term maturities of these assets and liabilities.

F-51

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

16.    Financial Instruments (Continued)

The
carrying amounts and estimated fair values of all other financial instruments are as follows:

Company (Consolidated)December 31, 2006

December 31, 2007Asset/(liability)

Carrying
Amount

Estimated
Fair Value

Carrying
Amount

Estimated
Fair ValueTotal debt

$
(3,647
)
$
(3,641
)
$
(3,768
)
$
(3,692
)PIK Loan to Worldspan


125


125





DerivativesUnrealized foreign exchange gains on foreign currency interest rate swaps


47


47


133


133Foreign exchange forwardsassets








1


1Foreign exchange forwardsliabilities








(5
)

(5
)Unrealized loss on interest rate swaps


(26
)

(26
)

(37
)

(37
)


17.    Commitments and Contingencies

Commitments

Leases

The Company is committed to making rental payments under noncancelable operating leases covering various facilities and equipment.

Future
minimum lease payments required under noncancelable operating leases on facilities and data processing equipment as of December 31, 2007 are as follows:

Year ended December 31

Amount2008

$
722009


662010


622011


422012


24Thereafter


127$
393


Commitments
under capital leases amounted to $59 million as of December 31, 2007 primarily related to office and information technology equipment.

During
the year ended December 31, 2005, the period from January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through
December 31, 2006 and for the year ended December 31, 2007 total rent expense was $28 million, $21 million, $13 million and $39 million, respectively,
principally related to leases of office facilities.

F-52

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

17.    Commitments and Contingencies (Continued)

During
2007, the Company completed a sale and leaseback of a GTA facility located in the United Kingdom. The Company received $50 million for the sale of the facility and deferred
recognition of a $2 million gain over the life of the lease.

Purchase Commitments

In the normal course of business, the Company makes various commitments to purchase goods and services from specific suppliers,
including those related to capital expenditures. As of December 31, 2007, the Company had approximately $303 million of outstanding purchase commitments, primarily relating to service
contracts for information technology (of which $99 million relates to 2008). These purchase obligations extend through 2011.

Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business
practices, intellectual property and other commercial, employment and tax matters. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring
accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is
inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a
material adverse effect on the Company's results of operations or cash flows in a particular reporting period.

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities
whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim resulting from the
transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or
outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives and (v) issuances of debt securities. The guarantees
or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) financial
institutions in derivative contracts and (iv) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the
expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future
payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these
guarantees as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such

F-53

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

17.    Commitments and Contingencies (Continued)

arrangements.
With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the
Company maintains insurance coverage that mitigates any potential payments to be made.

Contractual Obligations to Indemnify Avis Budget for Certain Taxes Relating to the Separation from Avis Budget

The Predecessor's separation from Avis Budget involved a restructuring of the Travelport business whereby certain former foreign
subsidiaries were separated independent of the Predecessor's separation from Avis Budget. It is possible that the independent separation of these foreign subsidiaries could give rise to an increased
tax liability for Avis Budget that would not have existed had these foreign subsidiaries been separated with the Predecessor. In order to induce Avis Budget to approve the separation structure, the
Company agreed to indemnify Avis Budget for any increase in Avis Budget's tax liability resulting from the structure. The Company made a payment of approximately $6 million related to this
during the fourth quarter 2007.

18.    Equity

Description of Capital Stock

The Company has authorized share capital of $12,000 and has issued 12,000 shares, with a par value of $1 per share. Subject to any
resolution of the Company to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital of the Company is
divided into shares of a single class the holders of which, subject to the provisions of the bylaws, are (i) entitled to one vote per share; (ii) entitled to such dividends as the Board
may from time to time declare; (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise
or upon any distribution of capital, entitled to the surplus assets of the Company; and (iv) generally entitled to enjoy all of the rights attaching to shares.

The
Board may, subject to the bylaws and in accordance with local legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such
dividend may be paid in cash and/or in kind. No unpaid dividend shall bear interest as against the Company.

The
Board may elect any date as the record date for determining the shareholders entitled to receive any dividend. The Board may declare and make such other distributions to the members
as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

Contribution from Parent

During 2006, OEP contributed $125 million to an indirect parent of the Company, which was then loaned by this entity to
Worldspan under a PIK note. Upon completion of the acquisition of Worldspan in August 2007, the principal of the $125 million PIK note, plus accrued interest, was repaid and then contributed by
the parent to the Company.

F-54

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

18.    Equity (Continued)

Accumulated Other Comprehensive Income

Accumulated other comprehensive income, net of tax, consisted of:

Currency
Translation
Adjustments

Unrealized
loss on
Available
for Sale
Securities

Unrealized
Loss on
Equity
Investment

Unrealized
Gains
(Losses) on
Cash Flow
Hedges

Minimum
Pension
Liability/SFAS 158
Adjustment

Accumulated
Other
Comprehensive
IncomePredecessorBalance, January 1, 2005

$
54

$


$


$
(1
)
$
(16
)
$
37Activity during period, net of tax


(124
)







2


(8
)

(130
)Balance, December 31, 2005


(70
)







1


(24
)

(93
)Activity during period, net of tax


135


6





(1
)




140Balance, August 22, 2006

$
65

$
6

$


$


$
(24
)
$
47CompanyActivity during period, net of tax

$
20

$


$


$
(9
)
$


$
11Balance, December 31, 2006


20








(9
)




11Activity during period, net of tax


143


(1
)

(11
)

(13
)

34


152Balance, December 31, 2007

$
163

$
(1
)
$
(11
)
$
(22
)
$
34

$
163


19.    Equity-Based Compensation

Travelport Equity-Based Long Term Incentive Program

The Company introduced an equity-based long term incentive program in 2006 for the purpose of retaining certain key employees. Under
this program, key employees were granted restricted equity units and profit interests in the partnership that owns 100% of the Company. The board of directors of the partnership approved the grant of
up to approximately 120 million restricted equity units. In December 2007, the equity award program was amended and resulted in the conversion of all profit interests at fair market value into
Class A-2 Units, which, along with all outstanding restricted equity units except those granted under the Supplemental Profit Sharing Plan (discussed below), were vested
immediately. In addition, under the amended plan, the Board of Directors approved the grant of 16.4 million restricted equity units, representing the remaining unallocated
Class B-1, Class C and Class D profit interests. None of the awards require the payment of an exercise price by the recipient.

Also
during 2007 the Company approved the Orbitz Worldwide 2007 Equity and Incentive Plan ("the Orbitz Plan"). The Orbitz Plan provides for the grant of equity based awards to the Orbitz
Worldwide directors, officers and other employees, advisors and consultants who are selected by the compensation committee for participation in the Orbitz Plan. The shares of restricted equity units
and profit interest in the Travelport equity-based long term incentive plan held by the Orbitz Plan participants, were converted into shares of the Orbitz Plan.

F-55

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Equity-Based Compensation (Continued)

The activity of the Company's equity award program is presented below:

Restricted Equity Units

Profit InterestsClass A-2

Class B

Class B-1

Class CNumber
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair ValueBalance July 13, 2006























Granted at fair market value


36,372,213

$
1.00


11,278,539

$
0.49








11,278,539

$
0.43Balance as of December 31, 2006


36,372,213

$
1.00


11,278,539

$
0.49








11,278,539

$
0.43Granted at fair market value


40,988,391

$
2.28








1,863,294

$
0.67


1,863,294

$
0.65Exercised























Conversion/forfeiture of Orbitz Worldwide Units


(4,198,586
)
$
1.03


(1,103,501
)
$
0.49


(99,863
)
$
0.67


(1,203,364
)
$
0.45Conversion to A-2 Units


38,016,470

$
2.78


(9,946,727
)
$
0.49


(1,763,431
)
$
0.67


(11,710,158
)
$
0.46Forfeited


(1,177,025
)
$
1.00


(228,311
)
$
0.49








(228,311
)
$
0.43Balance as of December 31, 2007


110,001,463

$
2.10






















Profit InterestsClass C-1

Class DNumber
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair ValueBalance July 13, 2006











Granted at fair market value








11,278,539

$
0.38Balance as of December 31, 2006








11,278,539

$
0.38Granted at fair market value


1,769,863

$
0.83


2,748,226

$
0.63Exercised











Conversion/forfeiture of Orbitz Worldwide Units








(1,203,364
)
$
0.39Conversion to A-2 Units


(1,769,863
)
$
0.83


(12,595,090
)
$
0.43Forfeited








(228,311
)
$
0.38Balance as of December 31, 2007














The fair value of the 16.4 million restricted equity units that were granted in December 2007 were based on the expected return divided by
the number of units issued. The expected return is based on a valuation of the Company's total equity at the time of conversion.

F-56

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Equity-Based Compensation (Continued)

The
fair value of the Class B-1 and Class C profit interests and 1,863,293 of the Class D profit interests granted during 2007 and 2006 was estimated on
the dates of grant using a Monte-Carlo valuation model with the following weighted average assumptions:

2006

2007Dividend yield





Expected volatility


40.00
%

45.00
%Risk-free interest rate


4.73
%

4.64
%Expected holding period


6.6 yearsExpected holding period Class B





6.2 yearsExpected holding period Class C





6.2 yearsExpected holding period Class D





6.2 years


The
fair value of the Class C-1 profit interest and 884,933 of the Class D profit interest granted during 2007 was estimated on the dates of grant using a
Monte-Carlo valuation model with the following weighted average assumptions:

Dividend yield


Expected volatility


45.00
%Risk-free interest rate


4.51
%Expected holding period Class C-1


5.8 yearsExpected holding period Class D


5.8 years


During
the year ended December 31, 2007, the Company recognized $159 million in compensation expense related to the restricted equity units, Class A-2
units and profit interests.

In
August and November 2007, the Board of Directors approved the grant of 19.8 million restricted equity units pursuant to the Travelport 2007 Supplemental Profit Sharing Plan
(the "Profit Sharing Plan"). The Profit Sharing Plan provides for management profit sharing bonus payments aggregating 25% of the amount by which adjusted EBITDA (as defined in the Profit Sharing
Plan) exceeds a certain threshold for 2007. The payments will be made in the form of cash or equity issued by the partnership that owns 100% of the Company. The ultimate number of restricted equity
units which will vest is dependant on the attainment of the performance goal. For the year ended December 31, 2007, the Company recorded non-cash equity compensation expense of
$28 million related to the Profit Sharing Plan.

In
addition during 2007, Orbitz Worldwide recorded $4 million of compensation expense related to its equity and incentive plan.

During
the period July 13, 2006 (Formation Date) through December 31, 2006, the Company recorded $6 million of compensation expense related to its equity and
incentive plan.

F-57

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Equity-Based Compensation (Continued)

Avis Budget Stock-Based Compensation Plans

Stock Options

Stock options granted by Avis Budget to the Predecessor's employees generally had a ten-year term, and those granted prior
to 2004 vested ratably over periods ranging from two to five years. In 2004, Avis Budget adopted performance and time vesting criteria for stock option grants. The predetermined performance criteria
determined the number of options that will ultimately vest and were based on the growth of Avis Budget's earnings and cash flows over the vesting period of the respective award. The number of options
that vested ranged from 0% to 200% of the base award. Vesting occurred over a four-year period, but did not exceed 25% of the base award in each of the three years following the grant
date. During 2006, Avis Budget separated two of its subsidiaries, Realogy Corporation and Wyndham Worldwide Corporation. All unvested stock options vested 30 days subsequent to the separation.
Avis Budget's policy was to grant options with exercise prices at then-current fair market value.

The
activity of Avis Budget's common stock option plans related to the Predecessor's employees consisted of:

Year ended
December 31, 2005

January 1, 2006 through
August 22, 2006Number of
Options

Weighted
Average
Exercise Price

Number of
Options

Weighted
Average
Exercise PriceBalance at beginning of period


7,366,449

$
16.29


6,132,529

$
15.87Granted at fair market value(a)


134,480


20.03





Transfers(b)








1,462,169


19.09Granted in connection with PHH spin-off(c)


305,706


*





Exercised


(1,192,216
)

13.83


(343,309
)

11.19Forfeited/canceled


(481,890
)

18.43


(421,543
)

20.18Vested/converted as a result of separation








(6,829,846
)

16.53Balance at end of period


6,132,529

$
15.87








---

F-58

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Equity-Based Compensation (Continued)

The
weighted-average grant-date fair value of Avis Budget common stock options granted in 2005 was $5.89. The fair values of these stock options are estimated on the dates of
grant using the Black-Scholes option-pricing model with the following weighted average assumptions for Avis Budget common stock options granted in 2005:

2005Dividend yield


1.7
%Expected volatility


30.0
%Risk-free interest rate


3.8
%Expected holding period (years)


5.5


Restricted Stock Units

Restricted Stock Units ("RSUs") granted by Avis Budget entitled the Predecessor employees to receive one share of Avis Budget common
stock upon vesting. RSUs granted in 2003 vested ratably over a four-year term. Subsequently, Avis Budget adopted performance and time vesting criteria for RSU grants. The predetermined
performance criteria determined the number of RSUs that will ultimately vest and were based on the growth of Avis Budget's earnings and cash flows over the vesting period of the respective award. The
number of RSUs that vested ranged from 0% to 200% of the base award. Vesting occurred over a four year period, but did not exceed 25% of the base award in each of the three years following the grant
date. Upon the separation of Realogy and Wyndham from Avis Budget, approximately 50% of the unvested RSUs outstanding as of December 31, 2005 were cancelled and the remaining 50% vested thirty
days following such separation.

The
activity related to Avis Budget's RSU plan for the Predecessor's employees consisted of:

Year ended
December 31, 2005

January 1, 2006 through August 22, 2006Number
of
RSUs

Weighted
Average
Grant
Price

Number
of
RSUs

Weighted
Average
Grant
PriceBalance at beginning of year


2,007,022

$
22.96


5,466,924

$
21.24Granted at fair market value(a)


4,200,418


20.82Transfers(b)








582,953


20.52Granted in connection with PHH spin-off(c)


99,314


*Vested/exercised


(256,938
)

19.29


(39,981
)

16.21Forfeited/canceled


(582,892
)

21.34


(2,876,820
)

21.23Vested/converted as a result of Separation








(3,133,076
)

21.18Balance at end of year


5,466,924

$
21.24








---

F-59

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Equity-Based Compensation (Continued)

Equity-Based Compensation Expense Allocated to the Company

During the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, Avis Budget
allocated pre-tax equity-based compensation expense of $15 million and $38 million, respectively, to the Predecessor. Such compensation expense relates only to the options
and RSUs that were granted by Avis Budget to the Predecessor's employees subsequent to January 1, 2003. The allocation was based on the estimated number of options and RSUs Avis Budget believed
it would ultimately provide and the underlying vesting period of the award. As Avis Budget measured its stock-based compensation expense using the intrinsic value method during the periods prior to
January 1, 2003, Avis Budget did not recognize compensation expense upon the issuance of equity awards to its employees. Therefore, the Predecessor was not allocated compensation expense for
options that were granted by Avis Budget to the Predecessor employees prior to January 1, 2003 (there were no RSUs granted prior to January 1, 2003). See
Note 3Summary of Significant Accounting Policies for more information regarding the accounting policy for stock-based compensation.

20.    Employee Benefit Plans

Defined Contribution Savings Plans

The Company sponsors a defined contribution savings plan that provides certain eligible employees of the Company an opportunity to
accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by the plan. The Company's cost for contributions to this plan was
$5 million and $9 million for the period July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007, respectively. The
Predecessor's costs for contributions to this plan were $6 million and $6 million for the year ended December 31, 2005 and the period January 1, 2006 through
August 22, 2006, respectively.

Defined Benefit Pension, Postretirement and Other Plans

The Company sponsors domestic non-contributory defined benefit pension plans, which cover certain eligible employees. The
majority of the employees participating in these plans are no longer accruing benefits. Additionally, the Company sponsors contributory defined benefit pension plans in certain foreign subsidiaries
with participation in the plans at the employee's option. Under both the domestic and foreign plans, benefits are based on an employee's years of credited service and a percentage of final average
compensation, or as otherwise described by the plan. As of December 31, 2005, 2006 and 2007, the aggregate accumulated benefit obligations of these plans were $306 million,
$337 million and $460 million, respectively.

F-60

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Employee Benefit Plans (Continued)

Substantially all of the defined benefit pension plans maintained by the Company had accumulated benefit obligations that exceeded the fair value of the assets of such plans as of
December 31, 2006 and 2005. The Company's policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, plus such additional
amounts the Company determines to be appropriate. The Company also maintains post-retirement health and welfare plans for eligible employees of certain domestic subsidiaries.

The
Company uses a December 31, measurement date for its defined benefit pension and postretirement benefit plans. For such plans, the following tables provide a statement of
funded status as of December 31, 2005, 2006 and 2007 as well as August 22, 2006 and summaries of the changes in the benefit obligation and fair value of assets for the periods then
ended:

Defined Benefit Pension PlansPredecessor

CompanyYear Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year Ended
December 31,
2007Benefit obligation, beginning of period

$
296

$
306

$
331

$
337Benefit obligation assumed from Worldspan acquisition











204Service cost


1








1Interest cost


13


8


5


19Actuarial loss (gain)


16


14


2


(15
)Net benefits paid


(8
)

(6
)

(3
)

(13
)Currency translation adjustment and other(1)


(12
)

9


2


(73
)Benefit obligation, end of period

$
306

$
331

$
337

$
460Fair value of plan assets, beginning of period

$
219

$
224

$
260

$
285Fair value of plan assets acquired from Worldspan











220Return on plan assets


14


22


17


33Employer contribution


10


7


7


15Net benefits paid


(8
)

(6
)

(3
)

(13
)Currency translation adjustment and other(1)


(11
)

13


4


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

$
224

$
260

$
285

$
465Funded status

$
(82
)
$
(71
)
$
(52
)
$
5Unrecognized actuarial loss(2)


40


29


(8
)

(34
)Net amount recognized(3)

$
(42
)
$
(42
)
$
(60
)
$
(29
)


---

F-61

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Employee Benefit Plans (Continued)



Post Retirement Benefit PlanPredecessor

CompanyYear Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year Ended
December 31,
2007Benefit obligation, beginning of period

$
15

$
13

$
12

$
12Benefit obligation assumed from Worldspan acquisition











27Service cost











Interest cost


1








1Actuarial loss


(1
)







(1
)Net benefits paid


(2
)

(1
)




(3
)Benefit obligation, end of period

$
13

$
12

$
12

$
36Fair value of plan assets, beginning of period

$


$


$


$
Employer contribution


1








3Net benefits paid


(1
)







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

$


$


$


$
Funded status

$
(13
)
$
(12
)
$
(12
)
$
(36
)Unrecognized actuarial loss


3








(1
)Net amount recognized

$
10

$
(12
)
$
(12
)
$
(37
)


F-62

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Employee Benefit Plans (Continued)

The
following table provides the components of net periodic benefit cost for the respective periods:

Defined Benefit Pension PlansPredecessor

CompanyYear Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year Ended
December 31,
2007Service cost

$
1

$


$



1Interest cost


13


8


5


19Expected return on plan assets


(12
)

(8
)

(5
)

(23
)Amortization of prior service cost











Recognized net actuarial loss


1


2





Net periodic benefit cost

$
3

$
2

$



(3
)




Post Retirement Benefit PlanPredecessor

CompanyYear Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year Ended
December 31,
2007Service cost

$


$


$


$
Interest cost


1








1Expected return on plan assets











Amortization of prior service cost











Recognized net actuarial loss











Net periodic benefit cost

$
1

$


$


$
1


The
Company sponsors several defined benefit plans for certain employees located outside the United States. The aggregate benefit obligation for these plans (included in the table above)
is $67 million and $80 million as of December 31, 2006 and 2007, respectively, and the aggregate fair value of plan assets includes $61 million and $75 million as of
December 31, 2006 and 2007, respectively.

As
a result of the adoption of SFAS No. 158 for the year ended December 31, 2007, the Company was not required to reclassify any costs from other comprehensive income into
net period benefit cost. As of December 31, 2007 approximately $34 million of transition assets are recorded as part of other comprehensive income, none of which is expected to be
recorded as a component of the net period benefit costs during 2008.

The
Company's defined benefit pension and postretirement benefit plans utilized a weighted average discount rate of 5.5%, 5.2% and 6.4% for 2005, 2006 and 2007, respectively. The
Company's defined benefit pension plans utilized a weighted average expected long-term rate of return on plan

F-63

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Employee Benefit Plans (Continued)

assets
of 8.25% for 2005, 2006 and 2007. Such rate is based on long-term capital markets forecasts and risk premiums for respective asset classes, expected asset allocations, expected
inflation and other factors. The Company's health and welfare benefit plans use an assumed health care cost trend rate of 7.25% for 2007, declining 1% for each succeeding year until a rate of 5% is
achieved. The effect of a one-percentage point change in the assumed health care cost trend would not have a material impact on the net periodic benefit costs or the accumulated benefit
obligations of the Company's health and welfare plans.

The
Company seeks to produce a return on investment for the plans which is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market
conditions. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the
assistance of independent diversified professional investment management organizations

The
allocation of assets for the benefit plans as of December 31, 2006 and 2007 follows:

Defined Benefit Pension Plans2006

2007Equity securities


67
%

64
%Fixed income securities (including cash)


24
%

26
%Alternative investments


9
%

10
%Total


100
%

100
%


The
Company's contributions to its defined benefit pension and postretirement benefit plans are estimated to aggregate $18 million in 2008.

The
Company estimates its defined benefit pension and other postretirement benefit plans will pay benefits to participants as follows:

Defined Benefit
Pension Plans

Postretirement
Benefit PlanFiscal year ending December 31:2008

$
19


42009


20


42010


20


42011


21


42012


22


4Five fiscal years thereafter


126


14$
228

$
34


21.    Segment Information

Management evaluates the performance of the Company's segments based upon net revenue and "EBITDA", which is defined as income (loss) from continuing operations before income taxes,
minority

F-64

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

21.    Segment Information (Continued)

interest,
equity in losses of investments, interest expense, net and depreciation and amortization each of which is presented on the statements of operations.

The
reportable segments presented below represent the Company's operating segments for which separate financial information is available and which is utilized on a regular basis by its
management to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within
Corporate and other. Although not presented herein, the Company also evaluates the performance of its segments based on segment EBITDA adjusted to exclude the impact of deferred revenue written off
due to purchase accounting on the acquisition of Travelport by affiliates of Blackstone and TCV, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from
Cendant, expenses incurred to acquire and integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line
travel platform, non-cash equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

The
Company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

Predecessor (Combined)

Company (Consolidated)Year Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year Ended
December 31,
2007GDSNet revenue

$
1,515

$
1,006

$
510

$
1,772Segment EBITDA


500


(1,729
)

126


460GTANet revenue


217


203


84


330Segment EBITDA


40


33


(15
)

77Orbitz Worldwide(c)Net revenue


692


521


248


743Segment EBITDA


(323
)

(282
)

20


102Corporate and otherSegment EBITDA(a)


(108
)

(139
)

(59
)

(409
)Intersegment eliminations(b)Net revenue


(39
)

(37
)

(19
)

(65
)Combined TotalsNet revenue

$
2,385

$
1,693

$
823

$
2,780EBITDA

$
109

$
(2,117
)
$
72

$
230


---

F-65

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

21.    Segment Information (Continued)

Provided
below is a reconciliation of EBITDA to loss from continuing operations before income taxes, minority interest and equity in losses of investments, net:

Predecessor (Combined)

Company (Consolidated)Year Ended
December 31,
2005

January 1,
2006 through
August 22,
2006

July 13, 2006
(Formation Date)
through
December 31,
2006

Year Ended
December 31,
2007EBITDA

$
109

$
(2,117
)
$
72

$
230Interest expense, net


(27
)

(39
)

(150
)

(373
)Depreciation and amortization


(201
)

(123
)

(77
)

(248
)Loss from continuing operations before income taxes, minority interest and equity in losses of investments, net

$
(119
)
$
(2,279
)
$
(155
)
$
(391
)


Provided
below is a reconciliation of segment assets to total assets:

Company (Consolidated)As of
December 31, 2006

As of
December 31, 2007GDS

$
1,826

$
3,228Orbitz Worldwide


2,058


GTA


1,935


2,087Corporate and other


319


835Total

$
6,138

$
6,150


The
geographic segment information provided below is classified based on geographic location of the Company's subsidiaries:

United
States

United
Kingdom

All Other
Countries

TotalNet RevenuePredecessorYear ended December 31, 2005

$
1,071

$
245

$
1,069

$
2,385January 1, 2006 through August 22, 2006


721


206


766


1,693CompanyJuly 13, 2006 (Formation Date) through December 31, 2006


374


66


383


823Year ended December 31, 2007


1,204


261


1,315


2,780Non-Current AssetsNon-current assets as of December 31, 2006


2,171


2,077


1,156


5,404Non-current assets as of December 31, 2007


2,042


1,818


1,267


5,127


F-66

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

21.    Segment Information (Continued)

Net
revenue by country is determined by the domicile of the legal entity receiving the revenue for consumer revenue and the location code for the segment booking for distribution
revenue.

22.    Related Party Transactions

Capital Transactions with Avis Budget

In 2005, the Company received a $1,703 million capital contribution from Avis Budget primarily in connection with the
acquisitions of Gullivers and ebookers and paid a
$350 million dividend to Avis Budget in connection with the repatriation of foreign earnings (See Note 15Long-Term Debt for additional information).

Due from Avis Budget, Net

The following table summarizes related party transactions occurring between the Predecessor and Avis Budget:

January 1, 2006
through
August 22, 2006Due from Avis Budget, beginning balance

$
874Corporate-related functions


(84
)Related party agreements


16Income taxes, net


266Net interest on amounts due to and from Avis Budget


(5
)Advances to Avis Budget and affiliates, net


(151
)Non-cash forgiveness of intercompany debt


(916
)Due from Avis Budget, ending balance

$



Corporate-Related Functions

The Predecessor was allocated general corporate overhead expenses from Avis Budget for corporate-related functions based on a
percentage of the Predecessor's forecasted revenue. General corporate overhead expense allocations included executive management, tax, insurance, accounting, legal and treasury services and certain
employee benefits, information technology, telecommunications, call centers and real estate usage for common space. During the year ended December 31, 2005, and the period January 1,
2006 through August 22, 2006 the Predecessor was allocated $28 million and $22 million, respectively, of general corporate overhead expenses from Avis Budget, which are included
within selling, general and administrative expenses on the accompanying statements of operations.

Avis
Budget also incurred certain expenses on behalf of the Predecessor. These expenses, which directly benefited the Predecessor, were allocated to the Predecessor based upon the
Predecessor's actual utilization of the services. Direct allocations included costs associated with information technology, telecommunications, call centers and real estate usage. During the year
ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, the Predecessor was allocated $104 million and $62 million, respectively, of expenses
directly benefiting the Predecessor, which are included within selling, general and administrative expenses on the accompanying statements of operations.

The
Predecessor believes the assumptions and methodologies underlying the allocations of general corporate overhead and direct expenses from Avis Budget are reasonable. However, such
expenses are not indicative of, nor is it practical or meaningful for the Predecessor to estimate for all historical periods presented, the actual level of expenses that would have been incurred had
the Predecessor been operating as a separate, stand-alone public company.

F-67

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Related Party Transactions (Continued)

Related Party Agreements with Avis Budget

The Predecessor conducted the following business activities with Avis Budget and its other subsidiaries: (i) provides corporate
travel management services to Avis Budget and its affiliates and (ii) maintains marketing agreements with Avis Budget affiliates. In connection with these activities, the Predecessor recorded
net revenue of $30 million and $16 million during the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, respectively.

Income Taxes, Net

As discussed in Note 3Summary of Significant Accounting Policies, the Predecessor is included in the consolidated
federal and state income tax returns of Avis Budget. The income tax payable to Avis Budget was approximately $47 million as of August 22, 2006.

Net Interest on Amounts Due to Avis Budget

In the ordinary course of business prior to the Acquisition, Avis Budget swept cash from the Predecessor's bank accounts and the
Predecessor maintained certain loan balances due to Avis Budget. Inclusive of unpaid corporate allocations, the Predecessor had net amounts due from Avis Budget, exclusive of income taxes, totaling
approximately $1,187 million as of December 31, 2005. In connection with the Acquisition, all amounts due from Avis Budget at August 22, 2006 were forgiven. Certain of the
advances made to or from Avis Budget were interest bearing. In connection with the interest bearing activity, the Predecessor recorded net interest expense of $10 million and $5 million
during the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, respectively.

Transition Services Agreement

The Company entered into a transition services agreement with Avis Budget, Wyndham Worldwide Corporation and Realogy Corporation in
order to maintain certain critical general and administrative functions immediately after the Acquisition and continuing for various periods of time, none of which extend beyond December 2007. Avis
Budget, Wyndham and Realogy agreed to provide certain payroll, human resources, systems support, records management and other services to the Company, for which the Company was charged approximately
$1 million for the period July 13, 2006 (Formation Date) through December 31, 2006.

Transactions with Entities Related to Owners

The Blackstone Group is the ultimate majority shareholder in the Company. The Blackstone Group invests in a wide variety of companies
operating in many industries. The Company pays an annual monitoring fee to Blackstone, TCV and OEP. During 2006, this management fee was approximately $2 million. In December 2007, the Company
received a notice from Blackstone, TCV and OEP terminating the transaction and monitoring fee agreement and electing to receive a lump sum fee in lieu of annual payments of the monitoring fee. The
lump sum fee was agreed to be $57 million; accordingly, the Company recorded an expense of $57 million in termination fees (See Note 9Separation and Restructuring
Charges).

F-68

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Related Party Transactions (Continued)

During
2006, the Company recorded $45 million in transaction costs for advisor services provided by companies controlled by Blackstone and TCV.

Executive Relocation

In connection with the residential relocation of the Company's Chief Financial Officer, Michael E. Rescoe, an independent third
party relocation company purchased
Mr. Rescoe's home in June 2007, on our behalf, for $1.295 million pursuant to the standard home-sale assistance terms utilized by such company in the ordinary course of business.

23.    Guarantor and Non-Guarantor Financial Statements

The following consolidating condensed financial statements presents the Company's Consolidating Condensed Balance Sheets as of December 31, 2006 and 2007 and the Consolidating
Condensed Statements of Operations and Cash Flows for the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007 for:
(a) Travelport Limited ("the Parent Guarantor"); (b) Waltonville Limited, which is currently in dissolution, and TDS Investor (Luxembourg) s.a.r.l ("the Intermediate Parent Guarantor"),
(c) Travelport LLC (formerly known as Travelport Inc.) ("the Issuer"), (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries;
(f) elimination and adjusting entries necessary to combine the Parent and Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company
on a consolidated basis.

F-69

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS  For the Period July 13, 2006 (Formation Date) through December 31, 2006

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedNet revenue

$


$


$


$
409

$
434

$
(20
)
$
823Cost and expensesCost of revenue











73


324


(20
)

377Selling, general and administrative











219


123





342Separation and restructuring charges











17


1





18Depreciation and amortization











45


32





77Impairment of intangible assets











14








14Total costs and expenses











368


480


(20
)

828Operating income (loss)











41


(46
)




(5
)Interest expense, net








(139
)

(9
)

(2
)




(150
)Equity in earnings (losses) of subsidiaries


(153
)

(114
)

25








242


Income (loss) before income taxes and equity in losses of investments


(153
)

(114
)

(114
)

32


(48
)

242


(155
)(Provision) benefit for income taxes











(7
)

4





(3
)Equity in losses of investments, net














(1
)




(1
)Income (loss) from continuing operations, net of tax


(153
)

(114
)

(114
)

25


(45
)

242


(159
)Loss from discontinued operations, net of tax














(2
)




(2
)Gain on disposal of discontinued operations, net of tax














8





8Net Income (loss)

$
(153
)
$
(114
)
$
(114
)
$
25

$
(39
)
$
242

$
(153
)


F-70

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS  For the Year Ended December 31, 2007

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedNet revenue

$


$


$


$
1,175

$
1,670

$
(65
)
$
2,780Cost and expensesCost of revenue











592


647


(65
)

1,174Selling, general and administrative











454


829





1,283Separation and restructuring charges











90








90Depreciation and amortization











150


98





248Impairment of intangible assets











1








1Other expense, net











2








2Total costs and expenses











1,289


1,574


(65
)

2,798Operating income (loss)











(114
)

96





(18
)Interest income (expense), net


9





(357
)

(5
)

(20
)




(373
)Equity in losses of subsidiaries


(449
)

(476
)

(115
)







1,040


Income (loss) before income taxes, minority interest, and equity in losses of investments, net


(440
)

(476
)

(472
)

(119
)

76


1,040


(391
)Provision for income taxes











(1
)

(40
)




(41
)Minority interest, net of tax





3














3Equity in losses of investments, net





(4
)













(4
)Income (loss) from continuing operations, net of tax


(440
)

(477
)

(472
)

(120
)

36


1,040


(433
)Loss from discontinued operations, net of tax














(1
)




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














(6
)




(6
)Net income (loss)

$
(440
)
$
(477
)
$
(472
)
$
(120
)
$
29

$
$1,040

$
(440
)


F-71

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of December 31, 2006

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$


$


$


$
19

$
66

$


$
85Accounts receivable, net











78


372





450Deferred income taxes











5


8





13Other current assets








59


39


62





160Assets of discontinued operations














26





26Total current assets








59


141


534





734Investment in subsidiary/intercompany


766


(1,218
)

2,323








(1,871
)

Property and equipment, net











362


146





508Goodwill











925


1,219





2,144Trademarks and tradenames











538


167





705Other intangible assets, net











954


677





1,631Non-current deferred income taxes











(4
)

38





34Other non-current assets








125


119


138





382Total assets

$
766

$
(1,218
)
$
2,507

$
3,035

$
2,919

$
(1,871
)
$
6,138Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
71

$
236

$


$
307Accrued expenses and other current liabilities








55


370


405





830Current portion of long-term debt








22


1


1





24Deferred income taxes











5


8





13Liabilities of discontinued operations














5





5Total current liabilities








77


447


655





1,179Long-term debt








3,622





1





3,623Deferred income taxes














244





244Tax sharing liability











125








125Other non-current liabilities








26


140


35





201Total liabilities








3,725


712


935





5,372Total shareholders' equity/intercompany


766


(1,218
)

(1,218
)

2,323


1,984

$
(1,871
)

766Total liabilities and shareholders' equity

$
766

$
(1,218
)
$
2,507

$
3,035

$
2,919

$
(1,871
)
$
6,138


F-72

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of December 31, 2007

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
221

$


$


$
(6
)
$
94

$


$
309Accounts receivable, net











99


318





417Deferred income taxes











4


5





9Other current assets


2





99


68


83





252Assets of discontinued operations














36





36Total current assets


223





99


165


536





1,023Investment in subsidiary/intercompany


659


(1,003
)

2,602








(2,258
)

Property and equipment, net











442


90





532Goodwill











974


783





1,757Trademarks and tradenames











313


197





510Other intangible assets, net











1,029


688





1,717Investment in Orbitz Worldwide





366














366Non-current deferred income taxes














3





3Other non-current assets


9





42


132


59





242Total assets

$
891

$
(637
)
$
2,743

$
3,055

$
2,356

$
(2,258
)
$
6,150Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
40

$
151

$


$
191Accrued expenses and other current liabilities


5


29


37


170


586





827Current portion of long-term debt








10


7








17Deferred income taxes




















Liabilities of discontinued operations














8





8Total current liabilities


5


29


47


217


745





1,043Long-term debt








3,699


52








3,751Deferred income taxes











30


231





261Other non-current liabilities





2





154


53





209Total liabilities


5


31


3,746


453


1,029





5,264Total shareholders' equity/intercompany


886


(668
)

(1,003
)

2,602


1,327


(2,258
)

886Total liabilities and shareholders' equity

$
891

$
(637
)
$
2,743

$
3,055

$
2,356

$
(2,258
)
$
6,150


F-73

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED CASH FLOWS  For the Period July 13, 2006 (Formation Date) through December 31, 2006

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedOperating activities of continuing operationsNet income (loss)

$
(153
)
$
(114
)
$
(114
)
$
25

$
(39
)
$
242

$
(153
)Loss from discontinued operations














(6
)




(6
)Income (loss) from continuing operations


(153
)

(114
)

(114
)

25


(45
)

242


(159
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











45


32





77Impairment of intangible assets











14








14Deferred income taxes











7


(12
)




(5
)Provision for bad debts














1





1Amortization of debt issuance costs








17











17Unrealized losses on derivative instruments








11











11Non-cash charges related to tax sharing liability











5








5Non-cash Travelport equity grants











6








6Equity in losses of investments











1








1Equity in (earnings) losses of subsidiaries


153


114


(25
)







(242
)

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











61


26





87Other current assets











3


33





36Accounts payable, accrued expenses and other current liabilities








(4
)

(90
)

(4
)




(98
)Other











4


3





7Net cash provided by (used in) operating activities of continuing operations








(115
)

81


34








F-74

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED CASH FLOWS (Continued)  For the Period July 13, 2006 (Formation Date) through December 31, 2006

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedInvesting activities of continuing operationsProperty and equipment additions











(51
)

(15
)




(66
)Businesses acquired, net of cash acquired and acquisition-related payments








(2,059
)




(2,051
)




(4,110
)Loan to Worldspan


(125
)
















(125
)Net intercompany funding


(777
)




(1,318
)




2,095





Proceeds from asset sales




















Other











(11
)

2





(9
)Net cash provided by (used in) investing activities of continuing operations


(902
)




(3,377
)

(62
)

31





(4,310
)Financing activities of continuing operationsProceeds from borrowings








3,603











3,603Principal payments on borrowings








(6
)

(1,783
)







(1,789
)Repayment from Avis Budget











1,783








1,783Issuance of common stock


902

















902Debt issuance cost








(105
)










(105
)Net cash provided by financing activities of continuing operations


902





3,492











4,394Effect of changes in exchange rates on cash














2





2Net increase in cash and cash equivalents from continuing operations











19


67





86Cash provided by (used in) discontinued operationsOperating activities














3





3Investing activities














(2
)




(2
)Net cash provided by discontinued operations














1





1Cash and cash equivalents at beginning of period




















Cash and cash equivalents at end of period











19


68





87Less cash of discontinued operations














(2
)




(2
)Cash and cash equivalents of continuing operations

$


$


$


$
19

$
66

$


$
85


F-75

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED CASH FLOWS  For the Year Ended December 31, 2007

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedOperating activities of continuing operationsNet income (loss)

$
(440
)
$
(477
)
$
(472
)
$
(120
)
$
29

$
1,040

$
(440
)Loss from discontinued operations














7





7Income (loss) from continuing operations


(440
)

(477
)

(472
)

(120
)

36


1,040


(433
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:Depreciation and amortization











150


98





248Impairment of long-lived assets














1





1Loss on sale of assets











3








3Deferred income taxes











(4
)

(20
)




(24
)Provision for bad debts











3


8





11Amortization of debt issuance costs








40











40Non-cash charges related to Orbitz Worldwide tax sharing liability











9


3





12Non-cash Travelport equity grants











189


2





191Equity in losses of investments





4














4Minority interest, net of tax





(3
)













(3
)Equity in losses of subsidiaries


449


476


115








(1,040
)

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











(61
)

117





56Other current assets











(47
)

35





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











65


32





97Other











53


(20
)




33Net cash provided by (used in) operating activities of continuing operations


9





(317
)

240


292





224


F-76

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED CASH FLOWS (Continued)  For the Year Ended December 31, 2007

Parent Guarantor

Intermediate Parent Guarantor

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Travelport ConsolidatedInvesting activities of continuing operationsProperty and equipment additions











(84
)

(20
)




(104
)Businesses acquired, net of cash acquired and acquisition-related payments











(1,074
)







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














(39
)




(39
)Net intercompany funding


(405
)




395


880


(870
)




Proceeds from asset sales











36


57





93Other











(19
)

2





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


(405
)




395


(261
)

(870
)




(1,141
)Financing activities of continuing operationsProceeds from borrowings








1,040





607





1,647Principal payments on borrowings








(1,093
)

(4
)







(1,097
)Issuance of common stock


5

















5Proceeds from Orbitz Worldwide IPO


477

















477Contribution of paid in kind note from Parent


135

















135Debt issuance costs








(25
)




(5
)




(30
)Net cash provided by (used in) financing activities of continuing operations


617





(78
)

(4
)

602





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














4





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


221








(25
)

28





224Cash provided by (used in) discontinued operationsOperating activities














5





5Investing activities














(3
)




(3
)Cash provided by discontinued operations














2





2Cash and cash equivalents at beginning of period











19


68





87Cash and cash equivalents at end of period


221








(6
)

98





313Less cash of discontinued operations














(4
)




(4
)Cash and cash equivalents of continuing operations

$
221

$


$


$
(6
)
$
94

$


$
309


F-77

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

The following combining condensed Statements of Operations and Cash Flows for the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006
are presented as if the guarantor/non-guarantor subsidiary structure had been in place at the Predecessor for: (a) Cendant Travel Distribution Service Group, Inc. ("the
Parent"); (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination and adjusting entries necessary to combine the Parent with the guarantor
and non-guarantor subsidiaries; and (e) the Company on a combined basis. The condensed financial information of the Intermediate Parent Guarantor and the Issuer are not included for
periods prior to August 22, 2006 as these entities did not have any operations prior to this date.

TRAVELPORT BUSINESSES OF AVISBUDGET CORPORATION (PREDECESSOR)  COMBINING CONDENSED STATEMENT OF OPERATIONS  For the Year Ended December 31, 2005

Parent Guarantor

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Predecessor CombinedNet revenue

$


$
1,154

$
1,278

$
(47
)
$
2,385Cost and expensesCost of revenue





440


604


(47
)

997Selling, general and administrative





422


417





839Restructuring charges





22








22Depreciation and amortization





129


72





201Impairment of intangible assets





121


301





422Other income, net





(1
)

(3
)




(4
)Total costs and expenses





1,133


1,391


(47
)

2,477Operating income (loss)





21


(113
)




(92
)Interest expense, net





(17
)

(10
)




(27
)Equity in losses of subsidiaries


(50
)







50


Income (loss) before income taxes and equity in losses of investments, net


(50
)

4


(123
)

50


(119
)Benefit for income taxes





66


10





76Equity in losses of investments, net








(1
)




(1
)Income (loss) from continuing operations, net of tax


(50
)

70


(114
)

50


(44
)Loss from discontinued operations








(6
)




(6
)Net income (loss)

$
(50
)
$
70

$
(120
)
$
50

$
(50
)


F-78

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)  COMBINING CONDENSED STATEMENT OF OPERATIONS  January 1, 2006 through August 22, 2006

Parent

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Predecessor CombinedNet revenue

$


$
838

$
896

$
(41
)
$
1,693Cost and expensesCost of revenue





336


421


(41
)

716Selling, general and administrative





343


302





645Separation and restructuring charges





92








92Depreciation and amortization





72


51





123Other income, net





(7
)







(7
)Impairment of intangible assets





2,147


217





2,364Total costs and expenses





2,983


991


(41
)

3,933Operating loss





(2,145
)

(95
)




(2,240
)Interest expense, net





(26
)

(13
)




(39
)Equity in losses of subsidiaries


(2,176
)







2,176


Loss before income taxes and equity in losses of investments, net


(2,176
)

(2,171
)

(108
)

2,176


(2,279
)Benefit (provision) for income taxes





132


(16
)




116Equity in losses of investments, net





(1
)







(1
)Loss from continuing operations, net of tax


(2,176
)

(2,040
)

(124
)

2,176


(2,164
)Loss from discontinued operations








(6
)




(6
)Loss from disposal of discontinued operations








(6
)




(6
)Net loss

$
(2,176
)
$
(2,040
)
$
(136
)
$
2,176

$
(2,176
)


F-79

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)  COMBINING CONDENSED CASH FLOWS  For the Year Ended December 31, 2005

Parent Guarantor

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Predecessor CombinedOperating activities of continuing operationsNet income (loss)

$
(50
)
$
70

$
(120
)
$
50

$
(50
)Loss from discontinued operations








6





6Income (loss) from continuing operations


(50
)

70


(114
)

50


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





127


74





201Impairment of intangible assets





121


301





422Deferred income taxes





(7
)

(50
)




(57
)Provision for bad debts





(7
)

(3
)




(10
)Gain on sale of assets








(1
)




(1
)Non-cash charges related to tax sharing liability





16








16Equity in losses of subsidiaries


50








(50
)

Equity in losses of investments, net





1








1Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable





(5
)

(17
)




(22
)Other current assets





3


(2
)




1Accounts payable, accrued expenses and other current liabilities





13


5





18Other





(14
)

35





21Net cash provided by operating activities of continuing operations





318


228





546Investing activities of continuing operationsProperty and equipment additions





(103
)

(49
)




(152
)Net assets acquired, net of cash acquired and acquisition-related payments





4


(1,507
)




(1,503
)Net intercompany funding to Avis Budget





(168
)

(314
)




(482
)Proceeds from asset sales





1


9





10(Increase) decrease in restricted cash





10


(6
)




4Net cash used in investing activities of continuing operations





(256
)

(1,867
)




(2,123
)Financing activities of continuing operationsProceeds from borrowings








350





350Principal payments on borrowings





(2
)

(48
)




(50
)Capital contributions from Avis Budget








1,703





1,703Dividends paid to Avis Budget





(45
)

(305
)




(350
)Net cash provided by (used in) financing activities of continuing operations





(47
)

1,700





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








(36
)




(36
)Net increase in cash and cash equivalents from continuing operations





15


25





40Cash provided by (used in) discontinued operationsOperating activities








(4
)




(4
)Investing activities








5





5Effects of exchange rate changes








(2
)




(2
)Net cash used in discontinued operations








(1
)




(1
)Cash and cash equivalents at beginning of year





(2
)

51





49Cash and cash equivalents at end of year





13


75





88Less cash of discontinued operations








(7
)




(7
)Cash and cash equivalents of continuing operations

$


$
13

$
68

$


$
81


F-80

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

23.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)  COMBINING CONDENSED CASH FLOWS  For the period January 1, 2006 to August 22, 2006

Parent Guarantor

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Predecessor CombinedOperating activities of continuing operationsNet loss

$
(2,176
)
$
(2,040
)
$
(136
)
$
2,176

$
(2,176
)Loss from discontinued operations








12





12Loss from continuing operations


(2,176
)

(2,040
)

(124
)

2,176


(2,164
)Adjustments to reconcile net loss to cash provided by operating activities from continuing operationsDepreciation and amortization





72


51





123Impairment of intangible assets





2,147


217





2,364Deferred income taxes





(88
)

(23
)




(111
)Provision for bad debts








10





10Gain on sale of assets








(9
)




(9
)Non-cash charges related to tax sharing liability





14








14Equity in losses of investments, net





1








1Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable





(111
)

22





(89
)Other current assets





(7
)

15





8Accounts payable, accrued expenses and other current liabilities





125


28





153Investment in subsidiaries


2,176








(2,176
)

Other





25


(57
)




(32
)Net cash provided by operating activities of continuing operations





138


130





268Investing activities of continuing operationsProperty and equipment additions





(76
)

(24
)




(100
)Businesses acquired, net of cash and acquisition related payments








(20
)




(20
)Net intercompany funding





(38
)

237





199Proceeds from asset sales








10





10Increase in restricted cash








(5
)




(5
)Net cash provided by (used in) investing activities of continuing operations





(114
)

198





84Financing activities of continuing operationsProceeds from borrowings





1,900








1,900Principal payments on borrowings





(117
)

(350
)




(467
)Payment for settlement of tax sharing liability





(32
)







(32
)Advance to Avis Budget





(1,783
)







(1,783
)Net cash used in financing activities of continuing operations





(32
)

(350
)




(382
)Effect of changes in exchange rates on cash








8





8Net decrease in cash and cash equivalents from continuing operations





(8
)

(14
)




(22
)Cash provided by (used in) discontinued operationsOperating activities








(10
)




(10
)Investing activities








3





3Net cash used in discontinued operations








(7
)




(7
)Cash and cash equivalents at beginning of period





13


75





88Cash and cash equivalents at end of period

$


$
5

$
54

$


$
59


F-81

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EXHIBIT INDEX

Exhibits No.

Description2.1

Purchase Agreement by and among Cendant Corporation, Travelport Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated as of
June 30, 2006 (Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).2.2

Amendment to the Purchase Agreement among Cendant Corporation, Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC) and Travelport Limited (f/k/a TDS
Investor (Bermuda), Ltd.), dated as of August 23, 2006, to the Purchase Agreement dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 of Travelport Limited
(333-141714) filed on March 30, 2007).2.3

Agreement and Plan of Merger by and among Travelport LLC (f/k/a Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers
Pension Plan Board and Blackstone Management Partners V, L.P., dated as of December 7, 2006 (Incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on
March 30, 2007).2.4

Separation and Distribution Agreement by and among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a
Travelport Inc.), dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.1 to Cendant Corporation's Current Report on Form 8-K dated August 1, 2006).3.1

Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714)
filed on March 30, 2007).3.2

Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited
(333-141714) filed on March 30, 2007).4.1

Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Notes (Incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).4.2

Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Subordinated Notes (Incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).4.3

Supplemental Indenture No. 1 (with respect to the Senior Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).4.4

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


G-1

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Exhibits No.

Description4.5

Supplemental Indenture No. 2 (with respect to the Senior Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc.,
Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed
on March 30, 2007).4.6

Supplemental Indenture No. 2 (with respect to the Senior Subordinated Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l.,
Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 of Travelport
Limited (333-141714) filed on March 30, 2007).10.1

Second Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, among Travelport LLC (f/k/a
Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by Travelport Limited on May 30, 2007 (dated May 23, 2007)).10.2

Security Agreement dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited. Certain Subsidiaries of
Holdings Identified Herein and UBS AG, Stamford Branch (Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).10.3

Transition Services Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of
July 27, 2006 (Incorporated by reference to Exhibit 10.1 to Cendant Corporation's Current Report on Form 8-K dated August 1, 2006).10.4

Tax Sharing Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of
July 28, 2006 (Incorporated by reference to Exhibit 10.1 to Cendant Corporation's Current Report on Form 8-K dated August 1, 2006).10.5

Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
Travelport Limited on July 27, 2007 (dated July 23, 2007)).10.6

Transition Services Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K
filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).10.7

Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by
Travelport Limited on July 27, 2007 (dated July 23, 2007)).10.8

Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. and Galileo Nederland B.V. (Incorporated by reference to Exhibit 10.4 to the
Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).*


G-2

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Exhibits No.

Description10.9

Employment Agreement of Jeff Clarke, dated as of September 26, 2006 (Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on
March 30, 2007).10.10

Service Agreement dated as of March 30, 2007, between Gordon Wilson and Galileo 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).10.11

Form of Employment Agreement (Incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).10.12

Profit Interest Award Agreement of Gordon Wilson, dated as of October 13, 2006 (Incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed
on March 30, 2007).10.13

Form of Profit Interest Award Agreement (Incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).10.14

Restricted Equity Unit Award Agreement for Jeff Clarke, dated as of October 6, 2006 (Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 of Travelport Limited (333-141714)
filed on March 30, 2007).10.15

Restricted Equity Unit Award Agreement for Gordon Wilson, dated as of October 13, 2006 (Incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 of Travelport Limited
(333-141714) filed on March 30, 2007).10.16

Form of Restricted Equity Unit Award Agreement (Incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).10.17

Form of Purchased Restricted Equity Units Award Agreement (Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30,
2007).10.18

Form of 2006 Interest Plan (Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).10.19

Amended and Restated Partnership Agreement, dated as of March 26, 2007 (Incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on
March 30, 2007).10.20

Deferred Compensation Plan (Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).10.21

Form of Travelport 2007 Supplemental Profit Sharing Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 25, 2007 (dated July 19,
2007)).10.22

Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated Agreement of Exempted Limited Partnership (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport
Limited on August 28, 2007 (dated August 22, 2007)).10.23

Form of Amendment No. 1 to Management Equity Award Agreement (Restricted Equity Units (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on
August 28, 2007 (dated August 22, 2007)).10.24

Form of Amendment No. 1 to Management Equity Award Agreement (Profits Interests) (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on August 28,
2007 (dated August 22, 2007)).


G-3

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Exhibits No.

Description10.25

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)).10.26

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)).10.27

TDS Investor (Cayman) L.P. Second Amended and Restated 2006 Interest Plan (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007
(dated August 22, 2007)).10.28

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).10.29

TDS Investor (Cayman) L.P. Third Amended and Restated 2006 Interest Plan (Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K filed by Travelport Limited on May 11,
2008).10.30

Letter Agreement between Patrick J. Bourke III and the Company, dated as of July 21, 2006 (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed by Travelport Limited on May 11,
2008).10.31

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).*10.32

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).*10.33

Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business
Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*10.34

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).*12

Statement re: Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).21

List of Subsidiaries (Incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).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.


G-4

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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.


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G-5

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