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



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                              to


Commission File No. 333-141714



Travelport Limited(Exact name of registrant as specified in its charter)

Bermuda(State or other jurisdiction of
incorporation or organization)

98-0505100(I.R.S. Employer
Identification Number)


405 Lexington Avenue
New York, NY 10174(Address of principal executive offices, including zip code)

(212) 915-9150(Registrant's telephone number, including area code)

N/A(Former name, former address and former fiscal year, if changed since last report)



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 o    No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" 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 November 13, 2009, there were 12,000 shares of the Registrants' common stock, par value $1.00 per share, outstanding.



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Table of Contents

Table of Contents



PagePART I

Financial Information

4Item 1.

Financial Statements

4Consolidated Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2009 and
2008

4Consolidated Condensed Balance Sheets as of September 30, 2009 and December 31, 2008

5Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2009 and
2008

6Consolidated Condensed Statement of Changes in Total Equity for the Nine Months Ended September 30,
2009

7Notes to Consolidated Condensed Financial Statements

8Item 2.

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

32Item 3.

Quantitative and Qualitative Disclosures About Market Risk

48Item 4.

Controls and Procedures

48PART II

Other Information

50Item 1.

Legal Proceedings

50Item 1A.

Risk Factors

50Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

50Item 3.

Defaults upon Senior Securities

50Item 4.

Submission of Matters to a Vote of Security Holders

50Item 5.

Other Information

50Item 6.

Exhibits

50Signatures

51


1

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Table of Contents

FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements identify prospective information. Important
factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "potential," "should," "will" and "would" or other similar words. You should read statements that contain
these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing,
changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information. References within
this Quarterly Report on Form 10-Q to "we", "our" or "us" means Travelport Limited, a Bermuda company, and its subsidiaries.

The
following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these
forward-looking statements:



2

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Table of Contents

We
caution you that the foregoing list of important factors may not contain all of the factors that are important to you. In addition, in light of these risks and uncertainties, the
matters referred to in the forward-looking statements contained in this report may not in fact occur.

Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such
performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject
to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the sections captioned "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (the "SEC") on March 12, 2009 and the additional
factors listed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 12, 2009, as well as any other cautionary language
in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the
forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of
operations, financial position and cash flows.

Forward-looking
statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no
inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

3

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Table of Contents

PART IFINANCIAL INFORMATION

Item 1.    Financial Statements



TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        (in $ millions and unaudited)

Three Months
Ended
September 30,
2009

Three Months
Ended
September 30,
2008

Nine Months
Ended
September 30,
2009

Nine Months
Ended
September 30,
2008Net revenue

$
570

$
634

$
1,715

$
2,003Costs and expensesCost of revenue


270


299


834


1,001Selling, general and administrative


139


170


416


506Restructuring charges


5


5


18


19Depreciation and amortization


63


65


187


194Impairment of goodwill and intangible assets


833





833


Other expense (income)





2


(5
)

7Total costs and expenses, net


1,310


541


2,283


1,727Operating (loss) income


(740
)

93


(568
)

276Interest expense, net


(85
)

(84
)

(223
)

(222
)Gain on early extinguishment of debt


4


11


10


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


(821
)

20


(781
)

83(Provision) benefit for income taxes


78


(10
)

64


(33
)Equity in earnings (losses) of investment in Orbitz Worldwide


3


(138
)

(153
)

(148
)Net loss


(740
)

(128
)

(870
)

(98
)Less: Net income attributable to non-controlling interest in subsidiaries








(2
)

Net loss attributable to the Company

$
(740
)
$
(128
)
$
(872
)
$
(98
)


See
Notes to Consolidated Condensed Financial Statements

4

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED BALANCE SHEETS        (in $ millions and unaudited)

September 30,
2009

December 31,
2008AssetsCurrent assets:Cash and cash equivalents

$
235

$
345Accounts receivable, net


429


372Deferred income taxes


8


7Other current assets


151


178Total current assets


823


902Property and equipment, net


457


491Goodwill


1,291


1,738Trademarks and tradenames


421


499Other intangible assets, net


1,219


1,552Investment in Orbitz Worldwide


66


214Other non-current assets


192


174Total assets

$
4,469

$
5,570Liabilities and equityCurrent liabilities:Accounts payable

$
158

$
140Accrued expenses and other current liabilities


833


764Current portion of long-term debt


25


19Total current liabilities


1,016


923Long-term debt


3,665


3,783Deferred income taxes


144


238Other non-current liabilities


228


207Total liabilities


5,053


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





Additional paid in capital


1,041


1,225Accumulated deficit


(1,644
)

(773
)Accumulated other comprehensive income (loss)


3


(40
)Total shareholders' equity


(600
)

412Equity attributable to non-controlling interest in subsidiaries


16


7Total equity


(584
)

419Total liabilities and equity

$
4,469

$
5,570


See
Notes to Consolidated Condensed Financial Statements

5

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        (in $ millions and unaudited)

Nine Months
Ended
September 30,
2009

Nine Months
Ended
September 30,
2008Operating activitiesNet loss

$
(870
)
$
(98
)Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization


187


194Impairment of goodwill and intangible assets


833


(Gain) loss on sale of assets


(5
)

7Provision for bad debts


14


6Equity based compensation


6


Gain on early extinguishment of debt


(10
)

(29
)Amortization of debt finance costs


12


16Loss (gain) on interest rate derivative instruments


10


(17
)(Gain) loss on foreign exchange derivative instruments


(14
)

1Equity in losses of investment in Orbitz Worldwide


153


148FASA liability


(21
)

(25
)Deferred income taxes


(103
)

(8
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(59
)

(100
)Other current assets


(5
)

(8
)Accounts payable, accrued expenses and other current liabilities


74


74Other


(11
)

(21
)Net cash provided by operating activities


191


140Investing activitiesProperty and equipment additions


(39
)

(71
)Proceeds from sale of assets


5


7Acquisition related payments and other


(2
)

Net cash used in investing activities


(36
)

(64
)Financing activitiesPrincipal repayments


(298
)

(165
)Proceeds from new borrowings


144


113Proceeds from settlement of derivative instruments


87


Debt finance costs


(3
)

Net share settlement for equity-based compensation


(7
)

Distribution to a parent company


(194
)

(60
)Net cash used in financing activities


(271
)

(112
)Effect of changes in exchange rates on cash and cash equivalents


6


(5
)Net decrease in cash and cash equivalents


(110
)

(41
)Cash and cash equivalents at beginning of period


345


309Cash and cash equivalents at end of period

$
235

$
268Supplemental disclosure of cash flow informationInterest payments

$
223

$
235Income tax payments, net

$
28

$
19


See Notes to Consolidated Condensed Financial Statements

6

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY        (in $ millions and unaudited)

Shareholders' EquityCommon
Stock

Additional
Paid in
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Non-
Controlling
Interest in
Subsidiaries

Total
EquityBalance as of January 1, 2009

$


$
1,225

$
(773
)
$
(40
)
$
7

$
419Distribution to a parent company





(194
)










(194
)Capital contribution from a parent company





5











5Equity based compensation, net of repurchases





5











5Acquisition of businesses








1





7


8Comprehensive income (loss)Net (loss) income








(872
)




2


(870
)Currency translation adjustment, net of tax











43





43Unrealized gain on cash flow hedges, net of tax











20





20Defined benefit plan settlement











4





4Unrecognized actuarial loss on defined benefit plans











(29
)




(29
)Unrealized gain on equity investment and other, net of tax











5





5Total comprehensive loss

















(827
)Balance as of September 30, 2009

$


$
1,041

$
(1,644
)
$
3

$
16

$
(584
)


See Notes to Consolidated Condensed Financial Statements

7

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TRAVELPORT LIMITED        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS        (in $ millions and unaudited)

1. Basis of Presentation

Travelport Limited (the "Company" or "Travelport") is one of the world's largest travel services companies serving the global travel industry. It operates 20 leading brands, including
Galileo and Worldspan global distribution systems ("GDS") and Gullivers Travel Associates ("GTA"), a wholesaler of travel content. The Company has approximately 5,300 employees and operates in 160
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.

These
financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited. They have been prepared in accordance with
accounting principles generally accepted in the United States of America ("US GAAP") and the rules and regulations of the US Securities and Exchange Commission ("SEC") for interim reporting.
Certain disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

The
December 31, 2008 balance sheet was derived from audited financial statements but does not include all disclosures required by US GAAP. However, the Company believes
that the disclosures are adequate to make the information presented not misleading.

The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates,
by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management's opinion, the Consolidated Condensed Financial
Statements contain all normal recurring adjustments necessary for a fair presentation of these interim results. The results of operations reported for interim periods are not necessarily indicative of
the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

Certain
prior period amounts within the statement of operations and balance sheet have been reclassified for consistency with the current period presentation. There was no impact on net
loss or shareholders' equity.

2. Recently Issued Accounting Pronouncements

The FASB Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board ("FASB") issued the Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles (the "Codification"). The Codification is now the single official source of authoritative, nongovernmental US GAAP. The Codification did not change
US GAAP but reorganizes the literature.
The Company has adopted the provisions of this statement effective September 30, 2009, as required, and the adoption of this statement did not have an impact on the Consolidated Condensed
Financial Statements.

8

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

Amendment to Revenue Recognition involving Multiple Deliverable Arrangements

In October 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance
eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective
evidence, vendor objective evidence or third-party evidence is unavailable. This guidance is effective for all new or materially modified arrangements entered into on or after June 15, 2010
with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. The Company is assessing the impact of this new guidance, but
does not expect a material impact on the Consolidated Condensed Financial Statements.

Amendment to Software Revenue Recognition

In October 2009, the FASB issued guidance which amends the scope of existing software revenue recognition accounting. Tangible products
containing software components and non-software components that function together to deliver the product's essential functionality would be scoped out of the accounting guidance on
software and accounted for based on other appropriate revenue recognition guidance. This guidance is effective for all new or materially modified arrangements entered into on or after June 15,
2010 with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. This guidance must be adopted in the same period that the
Company adopts the amended accounting for arrangements with multiple deliverables described in the preceding paragraph. The Company is assessing the impact of this new guidance, but does not expect a
material impact on the Consolidated Condensed Financial Statements.

Fair Value Measurements and Disclosures

In August 2009, the FASB issued guidance related to fair value measurements and disclosures. This guidance provides clarification on
fair value measurement in circumstances in which a quoted price in an active market for the identical liability is not available. This guidance becomes effective in the fourth quarter of 2009. The
Company is assessing implementation of this new guidance, but does not expect a material impact on the Consolidated Condensed Financial Statements.

Subsequent Events

In May 2009, the FASB issued new accounting guidance related to the accounting and disclosure of subsequent events. This guidance
established general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The
Company adopted the provisions of this guidance effective June 30, 2009, as required. There was no material impact on the Company's Consolidated Condensed Financial Statements resulting from
the adoption of this guidance.

Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued new guidance related to interim disclosures about the fair value of financial instruments. This guidance
made amendments to require an entity to provide disclosures about fair value of financial instruments in the interim financial information. The Company adopted

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

this
guidance effective June 30, 2009, as required. There was no material impact on the Company's Consolidated Condensed Financial Statements resulting from the adoption of this guidance.

Determining Fair Value under Market Value Decline

In April 2009, the FASB issued new guidance related to determining fair value when the volume and level of activity for an asset or
liability have significantly decreased and identifying transactions that are not orderly. This guidance clarifies the objective and method of fair value measurement even when there has been a
significant decrease in market activity for the asset being measured. The Company adopted this pronouncement effective June 30, 2009, as required. There was no material impact on the Company's
Consolidated Condensed Financial Statements resulting from the adoption of this guidance.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued new guidance related to disclosures about derivative instruments and hedging activities. This guidance
establishes enhanced disclosure requirements for derivative instruments and hedging activities. The Company adopted the provisions of this statement on January 1, 2009, as required. There was
no material impact on the Company's Consolidated Condensed Financial Statements resulting from the adoption of this guidance.

Business Combinations

In December 2007, the FASB issued new guidance related to the accounting for business combinations and related disclosure. This
guidance changed the accounting treatment for certain specific items, including, but not limited to: acquisition costs are generally expensed as incurred; non-controlling interests are
valued at fair value at the acquisition date; acquired contingent liabilities are recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the
amount determined under existing guidance for non-acquired contingencies; in-process research and development is recorded at fair value as an indefinite-lived intangible asset
at the acquisition date; restructuring costs associated with a business combination are generally expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances
and income tax uncertainties after the acquisition date generally affect income tax expense. This guidance applies prospectively to business combinations for which the acquisition date was on or after
the beginning of the first annual reporting period beginning on or after December 15, 2008, as well as recognizing adjustments to uncertain tax positions through earnings on all acquisitions
regardless of the acquisition date. The Company adopted the provisions of this statement on January 1, 2009, as required. There was no material impact on the Company's Consolidated Condensed
Financial Statements resulting from the adoption of this guidance.

Non-controlling Interest in Consolidated Financial Statements

In December 2007, the FASB issued new guidance related to the accounting for non-controlling interest in consolidated
financial statements. This guidance requires non-controlling 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 non-controlling interest. This guidance also clarifies the accounting and reporting for deconsolidation of a
subsidiary. The Company adopted the provisions of this statement on January 1, 2009, as required. There was no

10

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

material
impact on the Company's Consolidated Condensed Financial Statements resulting from the adoption of this guidance.

3. Restructuring Charges

During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into the GDS segment, the Company committed to various
strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing processes. Substantially all of the costs incurred were
personnel related. During the three months ended September 30, 2009, the Company has continued to make significant progress on this restructuring program, including further payment of retention
and severance related to several administrative functions being relocated from the United States to the United Kingdom. The recognition of the restructuring charges and the corresponding utilization
of accrued balances during the nine months ended September 30, 2009 are summarized as follows:

Balance at January 1, 2009

$
10Restructuring charges


18Cash payments


(16
)Balance at September 30, 2009

$
12


The
restructuring charges of $5 million incurred during the three months ended September 30, 2009 included $2 million recorded within the GDS segment. The restructuring
charges of $18 million incurred during the nine months ended September 30, 2009 included approximately $6 million and $3 million that have been recorded within the GDS and GTA
segments, respectively. The Company expects to incur $2 million of additional restructuring charges for personnel related costs during 2009. Further future charges may be incurred in relation
to exiting a number of lease arrangements in the United States as a result of relocations.

The
restructuring charges of $5 million incurred during the three months ended September 30, 2008 included $3 million recorded within the GDS segment. The restructuring
charges of $19 million incurred during the nine months ended September 30, 2008 included approximately $12 million and $2 million recorded within the GDS and GTA segments,
respectively. Cash payments for restructuring charges were $20 million during the nine months ended September 30, 2008.

4. Other Current Assets

Other current assets comprise:

September 30,
2009

December 31,
2008Upfront inducement payments and supplier deposits

$
73

$
59Sales and use tax receivables


44


45Prepaid expenses


23


21Other


11


53$
151

$
178


11

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

5. Impairment of Goodwill and Intangible Assets

The Company assesses the carrying value of goodwill and indefinite-lived intangible assets for impairment annually, or more frequently whenever events occur and circumstances change
indicating potential impairment.

During
the three months ended September 30, 2009, the Company observed indicators of potential impairment related to its GTA segment, specifically that the business performance in
what historically has been the strongest period for GTA due to peak demand for travel, was less than expected. This resulted in a downward modification to the revenue forecasts for GTA as it was
concluded that the recovery in the travel market in which GTA operates will take longer than originally anticipated. As a result, an impairment assessment was performed.

The
impairment test involves two steps: a comparison of the estimated fair value of the reporting unit to the carrying value of net assets and, if the carrying value exceeds the fair
value of the net assets, a further assessment is required to analyze the fair value of the goodwill.

In
estimating the fair value of the reporting unit, the Company used the income approach. The income approach, which results in a Level 3 fair value, is based on discounted
expected future cash flows from the business. The estimates used in this approach included (a) estimated cash flows based on financial projections for periods from 2010 through 2014 and which
were extrapolated to perpetuity for goodwill and trademarks and until 2025 for customer lists, (b) terminal values based on terminal growth rates not exceeding 2% and (c) discount rates,
based on weighted average cost of capital ("WACC"), ranging from 13% to 14%.

As
a result of this testing, the Company determined that additional impairment analysis was required as the carrying value exceeded the fair value. The estimated fair value of GTA was
allocated to the individual fair value of the assets and liabilities of GTA as if GTA had been acquired in a business combination, which resulted in the implied fair value of the goodwill. The
allocation of the fair value
required the Company to make a number of assumptions and estimates about the fair value of assets and liabilities where the fair values were not readily available or observable.

As
a result of this assessment, the Company recorded an impairment charge of $833 million during the three months ended September 30, 2009, of which $491 million
related to goodwill, $87 million related to trademarks and trade names and $255 million related to customer relationships. This charge is included in the impairment of goodwill and
intangible assets expense line item in the Consolidated Condensed Statements of Operations.

A
tax benefit of $96 million has been recognized in the Consolidated Condensed Statements of Operations as a result of the impairment charge in the period. Accordingly, the
non-current deferred income tax liability has been reduced by $96 million. This includes $72 million related to the impairment of customer relationships and
$24 million related to the impairment of trademarks and trade names. There was no tax impact arising from the impairment of the goodwill.

12

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

6. Intangible Assets

The
changes in the gross carrying amount of goodwill and intangible assets for the Company between December 31, 2008 and September 30, 2009 were as follows:

December 31,
2008

Additions

Impairment
Charge

Foreign
Exchange

September 30,
2009Non-Amortizable Assets:GoodwillGDS

$
972

$
7

$


$


$
979GTA


766





(491
)

37


312$
1,738

$
7

$
(491
)
$
37

$
1,291Trademarks and tradenames

$
499

$


$
(87
)
$
9

$
421Amortizable Intangible AssetsCustomer relationships

$
1,796

$


$
(255
)
$
31

$
1,572Vendor relationships and other


50


1





1


52$
1,846

$
1

$
(255
)
$
32

$
1,624


In
2009, the Company made two small acquisitions in the GDS business resulting in goodwill of $7 million. During the three months ended June 30, 2009, the Company
identified an additional contractual obligation of $6 million that should have been reflected in the opening balance sheet. As a result, the Company has recorded an adjustment to goodwill and
other current liabilities as at December 31, 2008.

Amortization
expense relating to all intangible assets was as follows:

Three Months
Ended
September 30,
2009

Three Months
Ended
September 30,
2008

Nine Months
Ended
September 30,
2009

Nine Months
Ended
September 30,
2008Customer relationships

$
34

$
36

$
101

$
106Vendor relationships and other


1


1


2


2Total

$
35

$
37

$
103

$
108


Accumulated
amortization of customer relationships was $397 million and $287 million at September 30, 2009 and December 31, 2008, respectively. Accumulated amortization of vendor
relationships and other was $8 million and $7 million at September 30, 2009 and December 31, 2008, respectively.

The
Company expects amortization expense relating to intangible assets to be approximately $31 million for the remainder of 2009 and $122 million, $117 million,
$112 million, $110 million and $107 million for each of the five succeeding fiscal years, respectively.

13

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

7. Orbitz Worldwide

The Company accounts for its investment of approximately 48% in Orbitz Worldwide, Inc. under the
equity method of accounting. As of September 30, 2009 and December 31, 2008, the Company's investment in Orbitz Worldwide was $66 million and $214 million, respectively.
The Company recorded earnings of $3 million and losses of $(153) million related to its investment in Orbitz Worldwide for the three and nine months ended September 30, 2009,
respectively, within the equity in earnings (losses) of investment in Orbitz Worldwide on the Consolidated Condensed Statements of Operations. For the three and nine months ended September 30,
2008, the Company recorded losses of $(138) million and $(148) million, respectively, related to its investment in Orbitz Worldwide within equity in earnings (losses) of investment in
Orbitz Worldwide on the Consolidated Condensed Statements of Operations. The fair market value of the Company's investment in Orbitz Worldwide at September 30, 2009 was approximately
$246 million.

Presented
below are the summary results of operations for the three and nine months ended September 30, 2009 and 2008, respectively, for Orbitz Worldwide.

Three Months
Ended
September 30,
2009

Three Months
Ended
September 30,
2008

Nine Months
Ended
September 30,
2009

Nine Months
Ended
September 30,
2008Statement of OperationsNet revenue

$
187

$
240

$
563

$
690Operating expenses


165


219


510


655Operating income


22


21


53


35Impairment of long-lived assets





(297
)

(332
)

(297
)Interest expense, net


(14
)

(16
)

(43
)

(47
)Gain on extinguishment of debt








2


Income (loss) before income taxes


8


(292
)

(320
)

(309
)Income tax (provision) benefit


(1
)

5


1


2Net income (loss)

$
7

$
(287
)
$
(319
)
$
(307
)


During
the three and nine months ended September 30, 2009, approximately $17 million and $56 million, respectively, of net revenue was earned by Orbitz Worldwide
through transactions with the Company. During the three and nine months ended September 30, 2008, approximately $27 million and $91 million, respectively, of net revenue was
earned by Orbitz Worldwide through transactions with the Company.

As
of September 30, 2009 and December 31, 2008, the Company had balances payable to Orbitz Worldwide of approximately $9 million and $10 million,
respectively, related to such transactions, which are included on the Consolidated Condensed Balance Sheet within accrued expenses and other current liabilities.

The
results of Orbitz Worldwide for the nine months ended September 30, 2009 were impacted by the impairment charge recorded by Orbitz Worldwide amounting to $332 million
in the three month period ended March 31, 2009. During that period, Orbitz Worldwide experienced a significant decline in its stock price and a decline in its operating results due to continued
weakness in economic and industry conditions. These factors, coupled with an increase in competitive pressures resulted in the

14

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

7. Orbitz Worldwide (Continued)

recognition
of the impairment. See the Orbitz Worldwide Quarterly Reports on Form 10-Q for the three month periods ended March 31, 2009, June 30, 2009 and
September 30, 2009, as filed with the SEC, for further information. In addition, during the three months ended September 30, 2008, as a result of an impairment assessment of its goodwill,
trademarks and tradenames, Orbitz Worldwide concluded that the goodwill, trademarks and tradenames and customer relationships related to its domestic and international subsidiaries were impaired. As a
result, Orbitz Worldwide recorded a non-cash impairment charge of $297 million, of which $210 million related to goodwill, $74 million related to trademarks and
tradenames and $13 million related to customer relationships.

8. Long-Term Debt

Long-term debt consisted of:

Maturity

September 30,
2009

December 31,
2008Senior Secured Credit FacilityTerm loan facilityDollar-denominated

August 2013

$
1,849

$
1,713Euro-denominated

August 2013


511


488Senior notesDollar-denominated floating rate notes

September 2014


143


144Euro-denominated floating rate notes

September 2014


236


24397/8% Dollar-denominated notes

September 2014


443


443Senior subordinated notes117/8% Dollar-denominated notes

September 2016


247


247107/8% Euro-denominated notes

September 2016


207


205Revolver borrowings

August 2012





263Capital leases and other




54


56Total debt




3,690


3,802Less: Current portion




25


19Long-term debt



$
3,665

$
3,783


During
the nine months ended September 30, 2009, the Company repurchased approximately $1 million principal amount of its Dollar-denominated notes and approximately
$25 million principal amount of its Euro-denominated notes at a discount, resulting in a $10 million gain from early extinguishment of debt.

During
the nine months ended September 30, 2009, the Company repaid approximately $8 million of debt under its senior secured credit facility as required under the senior
secured credit agreement. The Company also repaid approximately $263 million of debt under its revolving credit facility and approximately $11 million under its capital lease
obligations. The Company entered into additional capital lease obligations of approximately $9 million during the nine month period ended September 30, 2009.

In
June 2009, the Company borrowed $150 million principal amount in additional term loans, discounted to $144 million, under its senior secured credit facility. The
additional term loans mature on

15

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

8. Long-Term Debt (Continued)

the
same maturity date as the existing term loans, and the Company is required to repay in quarterly installments in aggregate annual amounts equal to 1.00% of the initial principal amount thereof.
The additional term loans have an interest rate of 7.5% above USLIBOR, with a USLIBOR minimum interest rate of 3%. The interest rate at September 30, 2009 was 10.5%.

In
addition, the principal amount of Euro-denominated long-term debt increased by approximately $43 million as a result of foreign exchange fluctuations
during the nine months ended September 30, 2009. This foreign exchange loss was largely offset through foreign exchange hedge instruments contracted by the Company and the Company's net
investment hedging strategies.

The
unrealized impacts of the hedge instruments are recorded within other current assets and accrued expenses and other current liabilities on the Consolidated Condensed Balance Sheet.

The
Company's aggregate revolving credit facility commitment of $300 million is with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of
Lehman. The availability under the $300 million revolving credit facility has been reduced by $30 million due to LCPI's status as a defaulting lender. As of September 30, 2009,
there were no borrowings outstanding under the Company's revolving credit facility.

In
addition, the Company has a synthetic letter of credit facility of $150 million. As of September 30, 2009, the Company had approximately $138 million of
commitments outstanding under the Company's synthetic letter of credit facility, including commitments of approximately $66 million in letters of credit issued by the Company on behalf of
Orbitz Worldwide pursuant to the Separation Agreement with Orbitz Worldwide. As of September 30, 2009, this facility has remaining capacity of $12 million.

The
fair value of the Company's total debt amounted to $3,392 million and $1,537 million as of September 30, 2009 and December 31, 2008, respectively. The
fair value of the senior notes and senior subordinated notes have been calculated based on quoted prices in active markets for identical debt instruments. The fair value of the amounts outstanding
under the term loan facility is based on market observable inputs.

9. Fair Value Disclosures of Derivative Instruments and Hedging Activities

The Company's financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy
and are categorized as Level 2Significant Other Observable Inputs.

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. The Company does not use derivatives for trading or speculative purposes.

The
Company records all derivatives at fair value either as assets or liabilities. Fair value of derivative instruments is determined using pricing models that use inputs from actively
quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to the Company's own credit risk and counterparty credit risk. 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 (loss). Changes in fair value of
derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as hedging

16

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

9. Fair Value Disclosures of Derivative Instruments and Hedging Activities (Continued)

instruments
are recognized currently in earnings in the Consolidated Condensed Statements of Operations.

The
Company uses foreign currency forward contracts to manage its exposures to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and
payables and forecasted earnings of its non-U.S. subsidiaries. The Company primarily enters into foreign currency forward contracts to manage its foreign currency exposure to the British
pound, Euro, Australian dollar and Japanese yen. These forward contracts are not designated as hedges for accounting purposes. 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.

A
portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations and foreign currency exchange rates. The Company uses various hedging
strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt and to manage its exposure to changes in foreign currency exchange rates associated with
its Euro-denominated debt. The primary interest rate exposure at September 30, 2009 and December 31, 2008 was to interest rate fluctuations in the United States and Europe,
specifically USLIBOR and EURIBOR interest rates. The Company currently uses interest rate and cross-currency swaps and foreign currency forward contracts as the derivative instruments in these hedging
strategies. Several derivatives used to manage the risk associated with floating rate debt and Euro-denominated debt were designated as cash flow hedges. As of September 30, 2009,
the Company's derivatives cover transactions for periods that do not exceed three years.

During
September 2009, certain interest rate and cross-currency swap contracts treated as hedges to manage the exposure of the Euro-denominated debt matured. To replace these
contracts the Company entered into foreign currency forward contracts. These forward contracts are not designated as hedge accounting relationships, however, the fluctuations in the value of these
forward contracts recorded within the Statement of Operations largely offset the impact of the changes in the value of the Euro-denominated debt they are intended to economically hedge.
The fair value of the forward contracts and the impact of the changes in the fair value of these forward contracts are presented in the tables below.

In
addition, during September 2009, the Company established a net investment hedging strategy involving the use of its Euro-denominated debt as a hedge against certain
Euro-denominated net investments, consisting primarily of goodwill and intangibles within the GTA segment. The impact of fluctuations in exchange rates resulting in changes in the carrying
amount of the Euro-denominated debt can be matched against the equal but opposite changes in value of the Euro-denominated net investment. As this net investment hedging strategy has been
deemed as highly effective under generally accepted accounting principles, the changes in the carry value of the Euro-denominated debt is recorded as a component of other comprehensive
income, and thus offsets the impact of the currency translation adjustments of the net investment.

17

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

9. Fair Value Disclosures of Derivative Instruments and Hedging Activities (Continued)

Presented
below is a summary of the fair value of the Company's derivative contracts recorded on the balance sheet at fair value.

Asset

LiabilityFair Value asset
(liability)



Fair Value asset
(liability)Balance Sheet
Location

September 30,
2009

December 31,
2008

Balance Sheet
Location

September 30,
2009

December 31,
2008Derivatives designated as hedging instrumentsInterest rate swaps

Other current assets

$


$
(12
)
Accrued expenses and other current liabilities

$
(12
)
$
(12
)Other non-current assets


(5
)

(22
)Foreign exchange impact of cross currency swaps

Other current assets





34

Accrued expenses and other current liabilities





(6
)Other non-current assets


27


45$
22

$
45



$
(12
)
$
(18
)Derivatives not designated as hedging instrumentsInterest rate swaps

Other current assets







Accrued expenses and other current liabilities


(37
)

(27
)Foreign exchange forward contracts

Other current assets


6


5

Accrued expenses and other current liabilities


(3
)

(18
)Total derivatives not designated as hedging instruments




6


5




(40
)

(45
)$
28

$
50



$
(52
)
$
(63
)


18

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

9. Fair Value Disclosures of Derivative Instruments and Hedging Activities (Continued)

Presented below is the impact that changes in fair values of derivatives designated as hedges had on accumulated other comprehensive income and
income during the periods and the impact derivatives not designated as hedges had on income during the periods.

Amount of
Gain
(Loss)
Recognized
in Other
Comprehensive
Loss

Amount of
Gain
(Loss)
Recognized
in Other
Comprehensive
Loss



Amount of
Gain
(Loss)
Recorded
into Income

Amount of
Gain
(Loss)
Recorded
into IncomeThree Months
Ended
September 30,

Nine Months
Ended
September 30,



Three Months
Ended
September 30,

Nine Months
Ended
September 30,Location of Gain (Loss)
Recorded into Income2009

2008

2009

2008

2009

2008

2009

2008Derivatives designated as hedging instrumentsInterest rate swaps

$
13

$
4

$
10

$
4

Interest expense, net

$
5

$
(1
)
$
(10
)
$
1Foreign exchange impact of cross currency swaps


33


(112
)

36


(33
)
Selling, general and administrative


33


(112
)

36


(33
)Derivatives not designated as hedging instrumentsInterest rate swaps













Interest expense, net


(17
)

(11
)

(25
)

12Foreign exchange forward contracts













Selling, general and administrative





(10
)

10


(8
)$
21

$
(134
)
$
11

$
(28
)


The total amount of gain or (loss) reclassified into interest expense from accumulated other comprehensive income for the interest rate swaps
designated as hedges includes amounts for ineffectiveness of $(3) million and $2 million for the three months ended September 30, 2009 and 2008, respectively, and $(1) million and
$3 million for the nine months ended September 30, 2009 and 2008, respectively.

During
the period ended September 30, 2009, certain interest rate and cross-currency swap contracts used to manage the exposure of the Euro-denominated debt matured,
resulting in $73 million of cash recorded by the Company. In addition, during the period, the Company received $14 million related to a receivable for a derivative contract which matured
during 2008.

10. Equity-based Compensation

As detailed in the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2009, the Company has several equity-based long-term
incentive programs for the purpose of retaining certain key employees. Under these programs, key employees were granted restricted equity units and profit interests in the partnership that owns 100%
of the Company.

In
May 2009, the board of directors of the partnership approved the grant of 33.3 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan.
Of these, 8.2 million restricted equity units were recognized for accounting purposes as being granted in the three months ended June 30, 2009, and the remainder will be recognized as
granted for accounting purposes over each of the subsequent three years through December 31, 2012. The level of award vesting each year is

19

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

10. Equity-based Compensation (Continued)

dependent
upon continued service and performance measures of the business as established by the board of directors of the partnership in April of each year. The fair value of the restricted equity
units,
recognized as grants for accounting purposes, is based on a valuation of the total equity of the partnership that owns 100% of the Company at the time of each grant.

The
activity of all the Company's equity award programs is presented below:

Restricted Equity UnitsClass A-2Number
of Shares
(in millions)

Weighted
Average
Grant Date
Fair ValueBalance, December 31, 2008


82.1

$
2.44Granted at fair market value


8.2

$
1.10Net share settlement and repurchases


(0.2
)
$
2.24Forfeited


(0.1
)
$
1.96Balance, September 30, 2009


90.0

$
2.32


The
Company recorded non-cash equity compensation expense related to the 2009 Travelport Long-Term Incentive Plan of $3 million and $5 million for
the three and nine months ended September 30, 2009, respectively. In addition, the Company recorded less than $1 million
and $1 million of non-cash equity compensation expense for the three and nine months ended September 30, 2009, respectively, under previous years programs.

The
Company recorded non-cash equity compensation expense related to the 2008 Supplemental Profit Sharing Plan of less than $1 million for the three and nine months
ended September 30, 2008.

11. Comprehensive Income (Loss)

Other comprehensive income (loss) amounts are recorded directly as an adjustment to shareholders' equity, net of tax, and were as follows:

Three Months
Ended
September 30,

Nine Months
Ended
September 30,2009

2008

2009

2008Net loss

$
(740
)
$
(128
)
$
(870
)
$
(98
)Other comprehensive income (loss)Currency translation adjustment, net of tax


37


(148
)

43


(63
)Unrealized gains on net cashflow hedges, net of tax


6


5


20


(3
)Defined benefit plan settlement


1





4


Unrecognized actuarial loss on defined benefit plans


(29
)




(29
)

Unrealized gain on equity investment and other, net of tax


4


(13
)

5


(2
)Comprehensive loss

$
(721
)
$
(284
)
$
(827
)

(166
)


20

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

12. Commitments and 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. There are no new significant claims, legal proceedings or inquiries from those previously
reported by the Company in its 2008 Consolidated Financial Statements included in its Annual Report on Form 10-K filed with the SEC on March 12, 2009.

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 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.

13. Segment Information

Management evaluates the performance of the Company based upon net revenue and "Segment EBITDA", which is defined as income from operations before income taxes and equity in earnings
(losses) of investment in Orbitz Worldwide, interest expense, net, depreciation and amortization, each of which is presented on the Company's Consolidated Condensed 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

21

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

13. Segment Information (Continued)

assess
financial performance and to allocate resources. The Company's presentation of EBITDA may not be comparable to similarly titled measures used by other companies.

Three Months
Ended
September 30, 2009

Three Months
Ended
September 30, 2008

Nine Months
Ended
September 30, 2009

Nine Months
Ended
September 30, 2008GDSNet revenue

$
488

$
531

$
1,514

$
1,715Segment EBITDA(b)


156


143


475


467GTANet revenue


82


103


201


288Segment EBITDA


(802
)

47


(792
)

92Combined TotalsNet revenue

$
570

$
634

$
1,715

$
2,003Segment EBITDA

$
(646
)
$
190

$
(317
)
$
559Reconciling items for Segment EBITDA:Corporate and unallocated(a)(b)


(27
)

(21
)

(54
)

(60
)Interest expense, net


(85
)

(84
)

(223
)

(222
)Depreciation and amortization


(63
)

(65
)

(187
)

(194
)(Loss) income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide

$
(821
)
$
20

$
(781
)
$
83


(a)Corporate
and unallocated includes corporate general and administrative costs not allocated to the segments, such as treasury, legal and human resources and
other costs that are managed at the corporate level, including company-wide equity compensation and incentive plans and the impact of foreign exchange derivative contracts.(b)As
of January 1, 2009, certain costs were reclassified from reconciling items to the GDS segment. Similar costs in 2008 have been reclassified from
reconciling items to the GDS segment for consistency with the current year presentation.


Provided
below is a reconciliation of segment assets to total assets:

September 30,
2009

December 31,
2008GDS

$
3,015

$
3,019GTA


1,157


1,907Total segment assets


4,172


4,926Reconciling items: corporate and unallocated


297


644Total

$
4,469

$
5,570


22

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

14. Subsequent Events

In October 2009, the Board of Directors of the Company declared and paid distributions totaling $33 million to its parent company.

The
Company has entered into a definitive agreement pursuant to which it will purchase $50 million of newly-issued common shares of Orbitz Worldwide. After this investment, and a
simultaneous agreement between Orbitz Worldwide and PAR Investment Partners to exchange approximately $50 million of Orbitz Worldwide debt for Orbitz Worldwide common shares, Travelport will
continue to own approximately 48% of Orbitz Worldwide's outstanding shares. The transactions are expected to close in January 2010 and are subject to shareholder approval in accordance with the New
York Stock Exchange rules and other customary closing conditions.

The
Consolidated Condensed Financial Statements have been prepared evaluating all the subsequent events occurring after September 30, 2009 up to November 13, 2009, the date
of issuance of these Consolidated Condensed Financial Statements.

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following consolidating condensed financial information presents the Company's Consolidating Condensed Statements of Operations for the three and nine months ended
September 30, 2009 and 2008, Consolidating Condensed Balance Sheets as of September 30, 2009 and December 31, 2008 and Statements of Cash Flows for the nine months ended
September 30, 2009 and 2008 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 Guarantor, the Intermediate Parent Guarantor and the Issuer with the guarantor and
non-guarantor subsidiaries; and (g) the Company on a consolidated basis, respectively.

23

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Three Months Ended September 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
249

$
321

$


$
570Cost and expensesCost of revenue











149


121





270Selling, general and administrative


1





2


(32
)

168





139Restructuring charges











3


2





5Depreciation and amortization











44


19





63Impairment of goodwill and intangible assets














833





833Other income




















Total costs and expenses, net


1





2


164


1,143





1,310Operating (loss) income


(1
)




(2
)

85


(822
)




(740
)Interest expense, net








(83
)

(2
)







(85
)Gain on early extinguishment of debt








4











4Equity in earnings (losses)
of subsidiaries


(739
)

1


82








656


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


(740
)

1


1


83


(822
)

656


(821
)Provision for income taxes





(1
)




(1
)

80





78Equity in earnings of investment in Orbitz Worldwide





3














3Net (loss) income


(740
)

3


1


82


(742
)

656


(740
)Less: Net income attributable to non-controlling interest in subsidiaries




















Net (loss) income attributable to the Company

$
(740
)
$
3

$
1

$
82

$
(742
)
$
656

$
(740
)


24

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Nine Months Ended September 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
803

$
912

$


$
1,715Cost and expensesCost of revenue











450


384





834Selling, general and administrative


(11
)




5


(39
)

461





416Restructuring charges











13


5





18Depreciation and amortization











133


54





187Impairment of goodwill and intangible assets














833





833Other income











(5
)







(5
)Total costs and expenses, net


(11
)




5


552


1,737





2,283Operating (loss) income


11





(5
)

251


(825
)




(568
)Interest expense, net








(216
)

(7
)







(223
)Gain on early extinguishment of debt








10











10Equity in earnings (losses)
of subsidiaries


(883
)

33


244








606


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


(872
)

33


33


244


(825
)

606


(781
)Provision for income taxes





(2
)







66





64Equity in losses of investment in Orbitz Worldwide





(153
)













(153
)Net (loss) income


(872
)

(122
)

33


244


(759
)

606


(870
)Less: Net income attributable to non-controlling interest in subsidiaries














(2
)




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

$
(872
)
$
(122
)
$
33

$
244

$
(761
)
$
606

$
(872
)


25

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Three Months Ended September 30, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
282

$
352

$


$
634Cost and expensesCost of revenue











137


162





299Selling, general and administrative


7





(4
)

57


110





170Restructuring charges











3


2





5Depreciation and amortization











48


17





65Other expense











1


1





2Total costs and expenses


7





(4
)

246


292





541Operating (loss) income


(7
)




4


36


60





93Interest expense, net








(79
)

(5
)







(84
)Gain on early extinguishment of debt








11











11Equity in earnings (losses) of subsidiaries


(121
)

(11
)

53








79


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


(128
)

(11
)

(11
)

31


60


79


20Provision for income taxes











22


(32
)




(10
)Equity in losses of investment in Orbitz Worldwide





(138
)













(138
)Net (loss) income


(128
)

(149
)

(11
)

53


28


79


(128
)Less: Net income attributable to non-controlling interest in subsidiaries




















Net (loss) income attributable to the Company

$
(128
)
$
(149
)
$
(11
)
$
53

$
28

$
79

$
(128
)


26

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Nine Months Ended September 30, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
870

$
1,133

$


$
2,003Cost and expensesCost of revenue











473


528





1,001Selling, general and administrative


2








68


436





506Restructuring charges











12


7





19Depreciation and amortization











136


58





194Other expense











6


1





7Total costs and expenses


2








695


1,030





1,727Operating (loss) income


(2
)







175


103





276Interest expense, net








(209
)

(13
)







(222
)Gain on early extinguishment of debt








29











29Equity in earnings (losses) of subsidiaries


(96
)

1


181








(86
)

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


(98
)

1


1


162


103


(86
)

83Provision for income taxes











19


(52
)




(33
)Equity in losses of investment in Orbitz Worldwide





(148
)













(148
)Net (loss) income


(98
)

(147
)

1


181


51


(86
)

(98
)Less: Net income attributable to non-controlling interest in subsidiaries




















Net (loss) income attributable to the Company

$
(98
)
$
(147
)
$
1

$
181

$
51

$
(86
)
$
(98
)


27

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of September 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
10

$


$


$
113

$
112

$


$
235Accounts receivable, net











90


339





429Deferred income taxes














8





8Other current assets


4





1


35


111





151Total current assets


14





1


238


570





823Investment in subsidiary/intercompany


(600
)

(1,462
)

2,180








(118
)

Property and equipment, net











325


132





457Goodwill











985


306





1,291Trademarks and tradenames











270


151





421Other intangible assets, net











647


572





1,219Non-current deferred income taxes




















Investment in Orbitz Worldwide





66














66Other non-current assets


5





52


81


54





192Total assets

$
(581
)
$
(1,396
)
$
2,233

$
2,546

$
1,785

$
(118
)
$
4,469Liabilities and equityCurrent liabilities:Accounts payable

$


$


$


$
30

$
128

$


$
158Accrued expenses and other current liabilities


3


40


58


97


635





833Current portion of long-term debt








12


13








25Total current liabilities


3


40


70


140


763





1,016Long-term debt








3,625


40








3,665Deferred income taxes











32


112





144Other non-current liabilities











154


74





228Total liabilities


3


40


3,695


366


949





5,053Total shareholders' equity/intercompany


(584
)

(1,436
)

(1,462
)

2,180


820


(118
)

(600
)Equity attributable to non-controlling interest in subsidiaries














16





16Total equity


(584
)

(1,436
)

(1,462
)

2,180


836


(118
)

(584
)Total liabilities and equity

$
(581
)
$
(1,396
)
$
2,233

$
2,546

$
1,785

$
(118
)
$
4,469


28

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of December 31, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
94

$


$


$
189

$
62

$


$
345Accounts receivable, net











78


294





372Deferred income taxes














7





7Other current assets


5





36


39


98





178Total current assets


99





36


306


461





902Investment in subsidiary/intercompany


321


(1,082
)

2,652








(1,891
)

Property and equipment, net











407


84





491Goodwill











996


742





1,738Trademarks and tradenames











313


186





499Other intangible assets, net











945


607





1,552Non-current deferred income taxes











3


(3
)




Investment in Orbitz Worldwide





214














214Other non-current assets


6





56


78


34





174Total assets

$
426

$
(868
)
$
2,744

$
3,048

$
2,111

$
(1,891
)
$
5,570Liabilities and equityCurrent liabilities:Accounts payable

$


$


$


$
27

$
113

$


$
140Accrued expenses and other current liabilities


14


38


80


131


501





764Current portion of long-term debt








10


9








19Total current liabilities


14


38


90


167


614





923Long-term debt








3,736


47








3,783Deferred income taxes











30


208





238Other non-current liabilities











145


62





207Total liabilities


14


38


3,826


389


884





5,151Total shareholders' equity/intercompany


412


(906
)

(1,082
)

2,652


1,227


(1,891
)

412Equity attributable to non-controlling interest in subsidiaries











7








7Total equity


412


(906
)

(1,082
)

2,659


1,227


(1,891
)

419Total liabilities and equity

$
426

$
(868
)
$
2,744

$
3,048

$
2,111

$
(1,891
)
$
5,570


29

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  For the Nine Months Ended September 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss) attributable to the Company

$
(872
)
$
(122
)
$
33

$
244

$
(759
)
$
606

$
(870
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











133


54





187Impairment of goodwill and intangible assets














833





833(Gain) loss on sale of assets











(5
)







(5
)Provision for bad debts











2


12





14Equity-based compensation











6








6Gain on early extinguishment of debt








(10
)










(10
)Amortization of debt finance costs








12











12Gain on interest rate derivative instruments








10











10Gain on foreign exchange derivative instruments


(11
)




(3
)










(14
)Equity in earnings (losses) of investment in Orbitz Worldwide





153














153FASA liability











(21
)







(21
)Deferred income taxes











3


(106
)




(103
)Equity in earnings (losses) of subsidiaries


883


(33
)

(244
)







(606
)

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











(12
)

(47
)




(59
)Other current assets











4


(9
)




(5
)Accounts payable, accrued expenses and other current liabilities





2


(22
)

(34
)

128





74Other








3


(9
)

(5
)




(11
)Net cash provided by (used in) operating activities








(221
)

311


101





191Investing activitiesProperty and equipment additions











(35
)

(4
)




(39
)Proceeds from sale of assets











5








5Acquisition related payments and other











(1
)

(1
)




(2
)Net intercompany funding


110





280


(338
)

(52
)




Net cash provided by (used in) investing activities


110





280


(369
)

(57
)




(36
)Financing activitiesPrincipal repayments








(287
)

(11
)







(298
)Proceeds from new borrowings








144











144Proceeds from settlement of derivative instruments








87











87Debt finance costs








(3
)










(3
)Net share settlement for equity-based compensation











(7
)







(7
)Distribution to a parent company


(194
)
















(194
)Net cash used in financing activities


(194
)




(59
)

(18
)







(271
)Effect of changes in exchange rates on cash and cash equivalents














6





6Net increase (decrease) in cash and cash equivalents


(84
)







(76
)

50





(110
)Cash and cash equivalents at beginning of period


94








189


62





345Cash and cash equivalents at end of period

$
10

$


$


$
113

$
112

$


$
235


30

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  For the Nine Months Ended September 30, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss) attributable to the Company

$
(98
)
$
(147
)
$
1

$
181

$
51

$
(86
)
$
(98
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











136


58





194(Gain) loss on sale of assets











7








7Provision for bad debts











4


2





6Gain on early extinguishment of debt








(29
)










(29
)Amortization of debt finance costs


2





11


3








16Gain on interest rate derivative instruments








(17
)










(17
)Gain on foreign exchange derivative instruments


1

















1Equity in earnings (losses) of investment in Orbitz Worldwide





148














148FASA liability











(25
)







(25
)Deferred income taxes











2


(10
)




(8
)Equity in earnings (losses) of subsidiaries


96


(1
)

(181
)







86


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











8


(108
)




(100
)Other current assets











24


(32
)




(8
)Accounts payable, accrued expenses and other current liabilities








(23
)

(33
)

130





74Other


3





7


(60
)

29





(21
)Net cash provided by (used in) operating activities


4





(231
)

247


120





140Investing activitiesProperty and equipment additions











(59
)

(12
)




(71
)Proceeds from sale of assets











7








7Acquisition related payments and other











4


(4
)




Net Intercompany funding


(49
)




277


(115
)

(113
)




Net cash provided by (used in) investing activities


(49
)




277


(163
)

(129
)




(64
)Financing activitiesPrincipal repayments








(159
)

(6
)







(165
)Proceeds from new borrowings








113











113Distribution to a parent company


(60
)
















(60
)Net cash used in financing activities


(60
)




(46
)

(6
)







(112
)Effect of changes in exchange rates on cash and cash equivalents














(5
)




(5
)Net increase (decrease) in cash and cash equivalents


(105
)







78


(14
)




(41
)Cash and cash equivalents at beginning of period


221








(6
)

94





309Cash and cash equivalents at end of period

$
116

$


$


$
72

$
80

$


$
268


31

---





Table of Contents

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and
accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and
uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" beginning on page 2 of this
Form 10-Q. Unless otherwise noted, all dollar amounts are in millions.

Segments

GDSThe GDS business primarily focuses 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:



GTA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:



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.

32

---



Table of Contents

Critical Accounting Policies

In presenting our financial statements in conformity with US GAAP, we are required to make estimates and assumptions that affect
the amounts reported and related disclosures. Several of the estimates and assumptions we are required to make are related to matters that are inherently uncertain as they pertain to future events. If
there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe
that the estimates and assumptions we used when preparing our consolidated condensed financial statements were the most appropriate at that time. Presented below are those accounting policies that we
believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where a fee is paid for a service
performed, and, therefore the majority of transactions are based on 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. We also
collect 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 travel through
the use of our GDSs. Our 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. Additionally, certain of our more significant contracts provide for incentive payments based upon
business volume. As a result, we record revenue net of any estimated future cancellation reserve and net of anticipated incentives for customers. The cancellation reserve is based on historical
cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates. The incentive reserve is calculated on a consistent basis and is frequently reviewed. In
circumstances where expected cancellation rates or booking behavior changes, our estimates are revised, and in these circumstances, future cancellation and incentive estimates could vary materially,
with a corresponding variation in revenue. Factors which could have a significant effect on our estimates include global security issues, epidemics or pandemics, natural disasters, general economic
conditions, the financial condition of travel suppliers, and travel related accidents.

Our
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 we do not have our own SMOs to distribute our products. In cases where NDCs are owned by airlines, we 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 collectability 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 other known customer liquidity issues),
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 a reserve
for estimated bad debts. Due to the number of different countries in which we operate, our policy of determining when a reserve is required to be recorded considers the appropriate local facts and
circumstances that apply to an account. Accordingly, the length of time to collect, relative to local standards, does not necessarily indicate an increased credit risk. In all instances, local

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review
of accounts receivable is performed on a regular basis, generally monthly, by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances,
and current economic conditions that may affect a customer's ability to pay.

A
significant deterioration in our collection experience or in the aging of receivables could require that we increase our estimate of the allowance for doubtful accounts. Any such
additional bad debt charges could materially and adversely affect our future operating results. If, in addition to our existing allowances, 1% of the gross amount of our trade accounts receivable as
of September 30, 2009 and December 31, 2008 were uncollectible through either a change in our estimated contractual adjustment or as bad debt, our operating income for the nine months
ended September 30, 2009 and for the year ended December 31, 2008 would have been reduced by approximately $3 million and $4 million, respectively.

Business Combinations and the Recoverability of Goodwill and Trademarks and Tradenames

A component of the Company's growth strategy has been to acquire and integrate businesses that complement the Company's existing
operations. 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 usually performed by management with
the assistance of a third party specialist. 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.

The
Company reviews the carrying value of goodwill and indefinite-lived intangible assets annually or more frequently if circumstances indicate impairment may have occurred. In
performing this review, the Company is required to estimate the fair value of goodwill and other indefinite-lived intangible assets.

The
determination of the fair value requires us to make significant judgments and estimates, including projections of future cash flows from the business. These estimates and required
assumptions include estimated revenues and revenue growth rates, operating margins used to calculate projected future cash flows, future economic and market conditions, and the estimated weighted
average cost of capital ("WACC"). We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those
estimates. In addition, we make judgments and assumptions in allocating assets and liabilities to each of our reporting units.

The
key assumptions applied in our test of the impairment of our goodwill and other indefinite-lived intangible assets for the year ended 2008 were (a) the economic environment
will improve over the next three years and reach an average growth level thereafter, (b) cash flows were based on financial projections for periods ranging from 2008 through 2014 and which were
extrapolated to perpetuity, (c) terminal values based on terminal growth rates not exceeding 2.5%, and (d) discount rates, based on WACC, ranging from 11% to 15%. The application of
these assumptions in our tests did not result in any impairment during 2008.

During
the third quarter of 2009, based on indicators of potential impairment, we tested our goodwill and intangible assets of the GTA business for impairment. The key assumptions
applied in the test of impairment of the GTA goodwill and intangible assets were (a) estimated cash flows based on financial projections for periods from 2010 through 2014 and which were
extrapolated to perpetuity for

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goodwill
and trademarks and until 2025 for customer lists, (b) terminal values based on terminal growth rates not exceeding 2% and (c) discount rates, based on WACC, ranging from 13% to
14%.

As
a result of the impairment test performed during 2009, the Company concluded that the carrying value of goodwill and intangible assets exceeded the fair value and, as a result,
recorded an impairment charge of $833 million, of which $491 related to goodwill, $87 million related to trademarks and $255 million related to definite-lived intangible assets
(discussed below). The aggregate carrying value of goodwill and indefinite-lived intangible assets was $1.7 billion and $2.2 billion as of September 30, 2009 and
December 31, 2008, respectively.

Impairment of Definite-Lived Intangible Assets

The Company reviews the carrying value of these assets if indicators of impairment are present, and determines whether the sum of the
estimated undiscounted future cash flows attributable to these assets is less than the carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of
the definite-lived asset over its respective fair value. In estimating the fair value, the Company is required to make a number of assumptions including assumptions related to projections
of future cash flows, estimated growth and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could result in impairment in future
periods.

As
a result of an impairment test performed during the third quarter of 2009, the Company concluded that the carrying value of its definite-lived intangible assets exceeded the fair
value and, as a result, recorded an impairment charge of $255 million related to the GTA definite-lived intangible assets. This reduced the carrying value of the GTA definite-lived intangible
assets to approximately $340 million at September 30, 2009.

Valuation of Equity Method Investments

We review our investment in Orbitz Worldwide for impairment each quarter. This analysis is focused on the market value of Orbitz
Worldwide shares as compared to our recorded book value of such shares. Factors that could lead to impairment of our investment in the equity of Orbitz Worldwide include, but are not limited to, a
prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide. We may be
required in the future to record a charge to earnings if our investment in equity of Orbitz Worldwide becomes impaired. Any such charge would adversely impact our results.

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 the Galileo or Worldspan GDS.
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 September 30, 2009 and December 31, 2008, the Company recorded upfront inducement payments of $121 million and $103 million, respectively,
which are included on the Consolidated Condensed Balance Sheet.

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Derivative Instruments

We use derivative instruments as part of our overall strategy to manage our exposure to market risks primarily associated with
fluctuations in foreign currency and interest rates. As a matter of policy, we do not use derivatives for trading or speculative purposes. We determine the fair value of our derivative instruments
using pricing models that use inputs from actively quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to our own
credit risk and counterparty credit risk.

Subsequent
to initial recognition, we adjust the initial fair value position of the derivative instruments for the creditworthiness of our banking counterparty (if derivative is an
asset) or of the Company itself (if derivative is a liability). This adjustment is calculated based on default probability of the banking counterparty or the Company, as applicable, and is obtained
from active credit default swap markets and is then applied to the projected cash flows. The aggregate counterparty credit risk adjustments applied to the Company's derivative position was less than
$1 million and approximately $21 million as of September 30, 2009 and December 31, 2008, respectively.

We
use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables,
including debt, and forecasted earnings of foreign subsidiaries. We primarily enter into derivative instruments to manage our foreign currency exposure to the British pound, Euro and Australian
dollar. Substantially all the forward contracts that we utilize do not qualify for hedge accounting treatment under US GAAP.
The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk they are intended to economically hedge.

A
portion of the debt used to finance much of our operations is exposed to interest rate fluctuations. We use 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 September 30, 2009 and December 31, 2008 was to interest rate fluctuations in the
United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate swaps as the derivative instrument in these hedging strategies. Several derivatives used to
manage the risk associated with our floating rate debt were designated as cash flow hedges.

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 by jurisdiction 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.

The
Company operates in numerous countries where its income tax returns are subject to audit and adjustment by local tax authorities. As the Company operates globally, the nature of the
uncertain tax positions is often very complex and subject to change and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as the Company has
to determine the probability of various possible outcomes. The Company re-evaluates uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to,
changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a
tax benefit or an additional charge to the tax provision.

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Factors Impacting Our Results of Operations

Restructuring

Since the acquisition of the Company in August 2006 and the subsequent acquisition of Worldspan in August 2007, a number of actions
have been taken to enhance organizational efficiency and consolidate and rationalize existing processes. These actions include the migration of the Galileo data center, formerly located in Denver,
Colorado, with the Worldspan data center, located in Atlanta, Georgia; consolidating certain administrative and support functions of Galileo and Worldspan, including accounting, sales and marketing
and human resources functions; and the renegotiation of several material vendor contracts. The most significant impact of these initiatives was the elimination of redundant staff positions within the
Company, reduced technology costs associated with renegotiated vendor contracts, and to a lesser extent, cost savings and synergies resulting from a reduction in the amount of office rental space
required and related utilities, maintenance and other facility operating costs. As a result, our results of operations have been significantly impacted by these actions.

We
realized cost savings and synergies of $113 million and $55 million for the nine months ended September 30, 2009 and 2008, respectively. The cost savings
associated with headcount reductions, which represents the majority of these amounts, have been determined based on the historical cost associated with the eliminated positions and the cost savings
associated with renegotiated contracts represent the difference between the historical cost and the current cost.

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.

Foreign Exchange Movements

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

Results of Operations

Management uses EBITDA (defined as income (loss) from operations before income taxes and equity in earnings (losses) of investment in
Orbitz Worldwide, interest expense, net, depreciation and amortization) to measure underlying performance. 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, 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 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
compensates for the limitations of using non-US 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.

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

The
reportable segments presented below represent our operating segments for which separate financial information is available and which is utilized on a regular basis by our 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 unallocated expenses.

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Our results on a segment basis for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008 are as
follows:

Three Months Ended September 30, 2009 compared to Three Months Ended September 30, 2008

Reconciling
ItemsGDS segment

GTA segment

Corporate and
unallocated
expenses*

ConsolidatedThree months
Ended
September 30,

Three months
Ended
September 30,

Three months
Ended
September 30,

Three months
Ended
September 30,2009

2008(a)

2009

2008

2009

2008(a)

2009

2008Net Revenue

$
488

$
531

$
82

$
103

$


$


$
570

$
634Cost and ExpensesCost of revenue


260


283


10


16








270


299Selling, general and administration


70


100


41


40


28


30


139


170Restructuring charges


2


3








3


2


5


5Impairment of goodwill and intangible assets








833











833


Other expense





2

















2Gain on early extinguishment of debt














(4
)

(11
)

(4
)

(11
)EBITDA


156


143


(802
)

47


(27
)

(21
)

(673
)

169Depreciation and amortization




















(63
)

(65
)Interest expense, net




















(85
)

(84
)(Loss) income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide




















(821
)

20(Provision) benefit for income taxes




















78


(10
)Equity in earnings (losses) of investment in Orbitz Worldwide




















3


(138
)Net loss



















$
(740
)
$
(128
)


*included
for reconciliation purposes only(a)As
of January 1, 2009, certain costs were reclassified from the reconciling items to the GDS segment. Similar costs associated with these operations
in 2008 have been reclassified from the reconciling items to the GDS segment for consistency with the current year presentation.


Consolidated Results

The net revenue decrease of $64 million (10%) consists of a $43 million (8%) decline in our GDS segment and a
$21 million (20%) decline in our GTA segment. The decline is net revenue is primarily due to reduced global demand which has resulted in volume declines in both our segments, as described in
more detail in the segment analysis below.

The
cost of revenue decrease of $29 million (10%) consists of a $23 million (8%) decline in our GDS segment and a $6 million (38%) decline in our GTA segment. The
decline in cost of revenue is

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primarily
the result of the decline in transaction volume and realization of synergies following the Worldspan acquisition, as described in more detail in the segment analysis below.

The
SG&A decrease of $31 million (18%) is primarily due to a $30 million decline in our GDS segment expenses as detailed in the GDS segment analysis below and a $2 million
decline in our corporate costs and expenses not allocated to the segments, as detailed below.

Three Months
Ended
September 30,2009

2008Corporate administrative expenses

$
15

$
17Transaction and integration costs


2


3Equity compensation


4


2Sponsor monitoring


3


2Other, including loss on foreign currency derivatives


4


6$
28

$
30


Interest Expense, Net

Interest expense, net increased by $1 million (1%) with relatively minor fluctuations in interest rates, debt balances and the
impact of derivative contracts of derivative instruments for the three months ended September 30, 2009 as compared to 2008.

(Provision) Benefit for Income Taxes

Our effective tax rate is likely to vary materially both from the statutory tax rate and from period to period. While within a period
there may be discrete items that impact our effective tax rate, the following items consistently have an impact: (a) we are subject to income tax in numerous non-U.S. jurisdictions
with varying tax rates (b) our GDS business earnings outside of the US are taxed at an effective rate that is lower than the US rate and at a relatively consistent level of charge,
(c) the location of our debt in countries with no or low rates of federal tax implies limited deductions for interest, and (d) a valuation allowance is established against the losses
generated in the United States due to the historical losses in that jurisdiction.

For
the three months ended September 30, 2009 a tax benefit of $96 million has been recognized in the Consolidated Condensed Statements of Operations as a result of the
impairment charge in the period. Accordingly, the non-current deferred income tax liability has been reduced by $96 million. This includes $72 million related to the
impairment of customer relationships and $24 million related to the impairment of trademarks and trade names. There was no tax impact arising from the impairment of the goodwill.

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GDS Segment

Net Revenue

Net
revenue is comprised of:

Three Months
Ended
September 30,

Change2009

2008

$

%Distribution revenue

$
432

$
471

$
(39
)

(8
)IT Services and Software revenue


56


60


(4
)

(7
)Net revenue

$
488

$
531

$
43


(8
)


Distribution
revenue by region is comprised of:

Three Months
Ended
September 30,

Change2009

2008

$

%Americas

$
186

$
191

$
(5
)

(3
)EMEA


179


215


(36
)

(17
)Asia Pacific


67


65


2


3Distribution revenue

$
432

$
471

$
(39
)

(8
)


GDS
net revenue decreased $43 million (8%) as a result of a $39 million decrease in distribution revenue and a $4 million decrease in IT Services and Software
revenue. The distribution revenue reduction is primarily due to a $31 million decrease in booking fees as a result of a 5% decline in segments and an $8 million (30%) decrease in ancillary revenue.
Americas distribution revenue decreased $5 million (3%) due to a 0.5% decline in segments, a 0.5% decrease in yield and a 2%
decline in ancillary revenue. EMEA distribution revenue decreased by $36 million (17%) due to a 13% decline in segments, a 2% decrease in yield and a 2% decline in ancillary revenue. Asia
Pacific distribution revenue increased $2 million (3%) due to a 3% increase in yield. IT services and software revenue decreased $4 million due to a decrease in fares, pricing and
hosting revenues.

Our
GDS business has continued to experience reduced global demand, as reflected in the reduction in segments, which is attributable to the current global economic conditions, including
lowered consumer confidence, reduced business travel and a reduction in airline capacity, although the 5% reduction in volumes in this quarter compares to a 15% decrease in the quarter ended
June 30, 2009 and a 16% decrease in the quarter ended March 31, 2009.

Cost of Revenue

Cost
of revenue is comprised of:

Three Months
Ended
September 30,

Change2009

2008

$

%Telecommunication and technology costs

$
66

$
72

$
(6
)

(8
)Support payments and commissions


194


211


(17
)

(8
)Cost of revenue

$
260

$
283

$
(23
)

(8
)


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GDS
cost of revenue decreased by $23 million (8%) as a result of a $6 million (8%) decrease in telecommunication and technology costs and a $17 million (8%) decrease
in support payments and commissions. The 8% decrease in support payments and commissions is primarily attributable to our worldwide decline in volumes. The decrease in telecommunication and technology
costs reflects the
synergies realized following the Worldspan acquisition, including the migration of our data center. The synergies have contributed to a reduction in telecommunication and technology costs of
approximately $21 million in 2009 compared to approximately $11 million in 2008.

Selling, General and Administrative Expenses (SG&A)

GDS SG&A decreased $30 million (30%) primarily as a result of (i) a $12 million reduction in transaction and
integration costs which decreased from $16 million in 2008 to $4 million in 2009, (ii) an $8 million reduction as a result of foreign exchange, (iii) a
$3 million reduction in travel expenses and (iv) $3 million of incremental synergies realized during 2009 as a result of the Worldspan acquisition. The synergies have contributed
to a reduction in costs of approximately $16 million in 2009 compared to $13 million in 2008.

GTA Segment

Net Revenue

GTA net revenue decreased $21 million (20%) for the three month period ended September 30, 2009. Global Total Transaction
Value ("TTV") declined 12% in the quarter primarily due to 11% fewer room nights. Net revenue declined 20% in the quarter due to the reduction in TTV, a 4% decrease due to unfavorable exchange rate
movements and a reduction in our average daily rates achieved.

Cost of Revenue

GTA cost of revenue decreased $6 million (38%), due to a $3 million decrease as a result of a decrease in transactions
where we take inventory risk and a $3 million decrease due to cost reduction actions.

Selling, General and Administrative Expenses (SG&A)

GTA SG&A increased by $1 million primarily as a result of the impact of exchange rate movements of $4 million and an
increase of bad debt expense of $2 million, largely offset by a $5 million decrease in other general and administrative costs as a result of cost reduction actions.

Impairment of Goodwill and Intangible Assets

As a result of prolonged difficult economic conditions in which our GTA segment operates, the earnings of the GTA segment were less
than expected during the three months ended September 30, 2009. While demand for the travel services that GTA provides was soft during the six month period ended June 30, 2009, the
earnings weakened further during the current period. This period has historically been the strongest for GTA, when demand for travel is at its peak. As a result, we believe the travel market in which
GTA operates will take longer than originally anticipated to recover and, therefore, the earnings of GTA will take longer to recover to those consistent with levels prior to the downturn in the
market. We believed these circumstances indicated that the carrying value of GTA goodwill and intangible assets may have been impaired and, therefore, in connection with the preparation of the
financial statements for the period ended September 30, 2009, the Company performed an impairment test.

As
a result of this testing, we concluded that the goodwill, trademarks and trade names and customer relationships related to the GTA segment were impaired. Accordingly, we recorded an

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impairment
charge of $833 million during the three months ended September 30, 2009, of which $491 million related to goodwill, $87 million related to trademarks and trade
names and $255 million related to customer relationships.

Our
results on a segment basis for the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2008 are as follows:

Nine Months Ended September 30, 2009 compared to Nine Months Ended September 30, 2008

Reconciling
ItemsGDS segment

GTA segment

Corporate and
unallocated
expenses*

ConsolidatedNine months
Ended
September 30,

Nine months
Ended
September 30,

Nine months
Ended
September 30,

Nine months
Ended
September 30,2009

2008(a)

2009

2008

2009

2008(a)

2009

2008Net Revenue

$
1,514

$
1,715

$
201

$
288

$


$


$
1,715

$
2,003Cost and ExpensesCost of revenue


802


948


32


53








834


1,001Selling, general and administration


233


281


125


141


58


84


416


506Restructuring charges


6


12


3


2


9


5


18


19Impairment of goodwill and intangible assets








833











833


Other expense (income)


(2
)

7








(3
)




(5
)

7Gain on early extinguishment of debt














(10
)

(29
)

(10
)

(29
)EBITDA


475


467


(792
)

92


(54
)

(60
)

(371
)

499Depreciation and amortization




















(187
)

(194
)Interest expense, net




















(223
)

(222
)(Loss) income from operations before income taxes and equity in losses of investment in Orbitz Worldwide




















(781
)

83(Provision) benefit for income taxes




















64


(33
)Equity in losses of investment in Orbitz Worldwide




















(153
)

(148
)Net loss



















$
(870
)
$
(98
)


*included
for reconciliation purposes only(a)As
of January 1, 2009, certain costs were reclassified from the reconciling items to the GDS segment. Similar costs in 2008 have been reclassified
from reconciling items to the GDS segment for consistency with the current year presentation.


Consolidated Results

The net revenue decrease of $288 million (14%) consists of a $201 million (12%) decline in our GDS segment and a
$87 million (30%) decline in our GTA segment. The decline is net revenue is

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primarily
due to reduced global demand which has resulted in volume declines in both our segments, as described in more detail in the segment analysis below.

The
cost of revenue decrease of $167 million (17%) consists of a $146 million (15%) decline in our GDS segment and a $21 million (40%) decline in our GTA segment.
The decline in cost of revenue is primarily the result of the decline in transaction volume and realization of synergies following the Worldspan acquisition, as described in more detail in the segment
analysis below.

The
SG&A decrease of $90 million (18%) is primarily due to a $48 million (17%) decline in our GDS segment expenses, a $16 million (11%) decline in our GTA segment
expenses, each as described in the segment analysis below, and a $26 million (31%) decline in our corporate costs and expenses not allocated to the segments as detailed below.

Nine Months
Ended
September 30,2009

2008Corporate administrative expenses

$
45

$
56Transaction and integration costs


6


17Equity compensation


7


2Sponsor monitoring


7


5Other, including gain (loss) on foreign currency derivatives


(7
)

4$
58

$
84


Interest Expense, Net

Interest expense, net increased by $1 million (1%) primarily due to a $24 million increase as a result of our interest
rate swap contracts, for which we recorded gains in 2008 of $10 million and losses of $14 million in 2009. This increase was largely offset by (i) a $13 million
reduction due to lower interest rates on our term loan facility and (ii) a $10 million reduction in interest expense due to a lower debt balance.

(Provision) Benefit for Income Taxes

Our effective tax rate is likely to vary materially both from the statutory tax rate and from period to period. While within a period
there may be discrete items that impact our effective tax rate, the following items consistently have an impact: (a) we are subject to income tax in numerous non-U.S. jurisdictions
with varying tax rates, (b) our GDS business earnings outside of the US are taxed at an effective rate that is lower than the US rate and at a relatively consistent level of charge,
(c) the location of our debt in countries with no or low rates of federal tax implies limited deductions for interest, and (d) a valuation allowance is established against the losses
generated in the United States due to the historical losses in that jurisdiction.

For
the nine months ended September 30, 2009, a tax benefit of $96 million has been recognized in the Consolidated Condensed Statements of Operations as a result of the
impairment charge in the period. Accordingly, the non-current deferred income tax liability has been reduced by $96 million. This includes $72 million related to the
impairment of customer relationships and $24 million related to the impairment of trademarks and trade names. There was no tax impact arising from the impairment of the goodwill.

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GDS Segment

Net Revenue

Net
revenue is comprised of:

Nine Months
Ended
September 30,

Change2009

2008

$

%Distribution revenue

$
1,347

$
1,532

$
(185
)

(12
)IT Services and Software revenue


167


183


(16
)

(9
)Net revenue

$
1,514

$
1,715

$
(201
)

(12
)


Distribution
revenue by region is comprised of:

Nine Months
Ended
September 30,

Change2009

2008

$

%Americas

$
560

$
607

$
(47
)

(8
)EMEA


591


712


(121
)

(17
)Asia Pacific


196


213


(17
)

(8
)Distribution revenue

$
1,347

$
1,532

$
(185
)

(12
)


GDS
net revenue decreased $201 million (12%) as a result of a $185 million decrease in distribution revenue and a $16 million decrease in IT services and software
revenue. The distribution revenue reduction is due to a $162 million decrease in booking fees as a result of a 13% decrease in segments and a $23 million (28%) decrease in ancillary
revenue. Americas distribution revenue decreased by $47 million (8%) due to a 10% decline in segments, partially offset by a 3% increase in yield. EMEA distribution revenue decreased by
$121 million (17%) due to a 17% decline in segments, partially offset by a 1% increase in yield. Asia Pacific distribution revenue decreased by $17 million (8%) due to a 10% decline in
segments, partially offset by a 3% increase in yield. IT services and software revenue decreased $16 million due to lower fares, pricing and hosting revenues.

Our
GDS business has continued to experience reduced global demand, as reflected in the reduction in segments, which is attributable to the current global economic conditions, including
lowered consumer confidence, reduced business travel and a reduction in airline capacity.

Cost of Revenue

Cost
of revenue is comprised of:

Nine Months
Ended
September 30,

Change2009

2008

$

%Telecommunication and technology costs

$
213

$
265

$
(52
)

(20
)Support payments and commissions


589


683


(94
)

(14
)Cost of revenue

$
802

$
948

$
(146
)

(15
)


GDS
cost of revenue decreased by $146 million (15%) as a result of a $52 million (20%) decrease in telecommunication and technology costs and a $94 million (14%)
decrease in support payments and commissions. The 14% decrease in support payments and commissions is primarily attributable to our

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worldwide
decline in volumes. The decrease in telecommunication and technology costs reflects the synergies realized following the Worldspan acquisition, including the migration of our data center, as
well as declines in transaction volume. The synergies have contributed to a reduction in
telecommunication and technology costs of approximately $59 million in 2009 compared to approximately $19 million in 2008.

Selling, General and Administrative Expenses (SG&A)

GDS SG&A decreased $48 million (17%) primarily as a result of a $32 million reduction in transaction and integration
costs incurred during 2008 related to the Worldspan acquisition, including the costs incurred to complete of the migration of our Denver data center to our technology and data center in Atlanta during
the period ended September 30, 2008. During 2009, we incurred approximately $14 million in transaction and integration costs primarily related to the Worldspan acquisition and costs
associated with our decision to relocate certain administrative functions from the United States to the United Kingdom. As a result of the data center migration, and other synergy actions undertaken
associated with the integration of Worldspan, we realized $17 million of incremental synergies and cost savings during 2009. The synergies have contributed to a reduction in costs of
approximately $46 million in 2009 compared to $29 million in 2008.

Other Income (Expense)

Other income in the nine months ended September 30, 2009 comprises a $2 million gain on the sale of marketable
securities. During the corresponding period in 2008, we incurred a $7 million net loss on asset disposals.

GTA Segment

Net Revenue

GTA net revenue decreased $87 million (30%) in the nine months ended September 30, 2009. Global Total Transaction Value
("TTV") declined 22% primarily due to 15% fewer
room nights. Net revenue declined 30% due to the reduction in TTV, a 7% decrease due to unfavorable exchange rate movements and a reduction in our average daily rates achieved.

Cost of Revenue

GTA cost of revenue decreased $21 million (40%) due to a $15 million decrease as a result of a decrease in transactions
where we take inventory risk and a $6 million decrease as a result of cost reduction actions.

Selling, General and Administrative Expenses (SG&A)

GTA SG&A decreased $16 million (11%) primarily due to $16 million of cost reduction actions, a $10 million
favorable impact of foreign exchange movements, partially offset by increased bad debt expense of $10 million due to delinquencies experienced in the nine months ended September 30,
2009.

Impairment of Goodwill and Intangible Assets

As a result of prolonged difficult economic conditions in which our GTA segment operates, the earnings of the GTA segment were less
than expected during the three months ended September 30, 2009. While demand for the travel services that GTA provides was soft during the six month period ended June 30, 2009, the
earnings weakened further during the current period. This period has historically been the strongest for GTA, when demand for travel is at its peak. As a result, we believe the travel market in which
GTA operates will take longer than originally anticipated to recover and,

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therefore,
the earnings of GTA will take longer to recover to levels consistent with those prior to the downturn in the market. We believed these circumstances indicated that the carrying value of GTA
goodwill and intangible assets may have been impaired and, therefore, in connection with the preparation of the financial statements for the period ended September 30, 2009, the Company
performed an impairment test.

As
a result of this testing, we concluded that the goodwill, trademarks and trade names and customer relationships related to the GTA business were impaired. Accordingly, we recorded an
impairment charge of $833 million during the three months ended September 30, 2009, of which $491 million related to goodwill, $87 million related to trademarks and trade
names and $255 million related to customer relationships.

Liquidity and Capital Resources

Our principal source of liquidity over the course of the year is cash flow generated from operations. We maintain an appropriate level
of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources, a committed credit facility and other committed and uncommitted lines of credit. As
of September 30, 2009, our financing needs were supported by $270 million of available capacity under our revolving credit facility and $12 million of capacity under our synthetic
letter of credit facility. 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 on debt issuances. As a result of the cash on our balance sheet and our ability to generate cash from operations and through access to our
revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for the foreseeable future.

Cash Flows

At September 30, 2009, we had $235 million of cash and cash equivalents, a decrease of $110 million as compared to
December 31, 2008. The following table summarizes the decrease:

Nine Months
Ended
September 30,

Change2009

2008

$Cash provided by (used in):Operating activities

$
191

$
140

$
51Investing activities


(36
)

(64
)

28Financing activities


(271
)

(112
)

(159
)Effects of exchange rate changes


6


(5
)

11Net change in cash and cash equivalents

$
(110
)
$
(41
)
$
(69
)


Operating Activities.For the nine months ended September 30, 2009, cash provided by operations was $191 million as compared
to cash
provided by operations of $140 million for the nine months ended September 30, 2008. This is mainly due to $11 million lower operating income (after including the impact of the
impairment) offset by a $44 million improvement in working capital compared to the same period
last year. There was $10 million of cash inflow from working capital in the nine months ended September 30, 2009 compared to $34 million cash outflow from working capital in the
nine months ended September 30, 2008 primarily due to the timing of receivable collections.

Investing Activities.The use of cash from investing activities for the nine months ended September 30, 2009 was driven by
$39 million
of capital expenditures and $2 million of acquisition related payments less $5 million of proceeds from asset sales. The use of cash from investing activities

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for
the nine months ended September 30, 2008 was driven by $71 million of capital expenditures less $7 million of proceeds from asset sales.

Financing Activities.The use of cash in financing activities for the nine months ended September 30, 2009 was $271 million
due to
$298 million of principal repayments on borrowings, $194 million in cash distributions to our parent company, $7 million of payments for a net share settlement for participants of
our long-term equity plan and $3 million used for debt finance costs, partially offset by $144 million received from the issuance of additional term loans and
$87 million received related to terminated derivative instruments. The principal repayments on borrowings is comprised of $263 million of payments of amounts outstanding under the
revolving credit facility, $8 million of mandatory term loan payments, $11 million of capital lease payments and $26 million of debt repurchases. The debt repurchases resulted in
a $10 million gain. The use of cash from financing activities for the nine months ended September 30, 2008 was due to $159 million in cash used to repurchase debt,
$60 million in cash distributions to our parent company and $6 million of capital lease payments, partially offset by $113 million of borrowings under our revolving credit
facility.

Debt and Financing Arrangements

During the nine months ended September 30, 2009, we repurchased approximately $1 million principal amount of our
Dollar-denominated notes and approximately $25 million principal amount of our Euro-denominated notes at a discount, resulting in a $10 million gain from early extinguishment
of debt.

During
2009, we repaid approximately $8 million of debt under our senior secured credit facility as required under the senior secured credit agreement, $263 million of debt
under our revolving credit
facility, and approximately $11 million under our capital lease obligations. We entered into additional capital lease obligations of approximately $9 million during the nine months ended
September 30, 2009.

During
the nine months ended September 30, 2009, we borrowed $150 million in additional Dollar-denominated term loans, discounted to $144 million. The additional
term loans mature on the same maturity date as our existing term loans, and we are required to repay the additional term loans in quarterly installments in aggregate annual amounts equal to 1.00% of
the initial principal amount. The additional term loans have an interest rate of 7.5% above USLIBOR, with a USLIBOR minimum of 3%.

The
principal amount outstanding under our Euro-denominated long-term debt increased by approximately $43 million due to exchange rate fluctuations during
the nine months ended September 30, 2009. This foreign exchange loss was largely offset through foreign exchange hedge instruments contracted by us and our net investment hedging strategies.

We
have an aggregate revolving credit facility commitment of $300 million with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of
Lehman. The availability under our $300 million revolving credit facility has been reduced by $30 million due to LCPI's status as a defaulting lender. As of September 30, 2009,
there were no borrowings outstanding under the revolving credit facility.

In
addition, we have a $150 million synthetic letter of credit facility. As of September 30, 2009, we had approximately $138 million of commitments outstanding under
the synthetic letter of credit facility, including commitments of approximately $66 million in letters of credit issued by us on behalf of Orbitz Worldwide pursuant to our Separation Agreement
with Orbitz Worldwide. As of September 30, 2009, this facility has remaining capacity of $12 million.

As
of September 30, 2009, we were in compliance with all restrictive and financial covenants related to our long-term debt.

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Foreign Currency Risk

We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our
foreign currency denominated receivables and payables and forecasted earnings of foreign subsidiaries. We primarily enter into derivative instruments to manage our foreign currency exposure to the
British pound, Euro, Australian dollar and Japanese yen. These foreign currency forward contracts are not designated as hedges for accounting purposes. 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.

We
use cross-currency swaps and foreign currency forward contracts as derivative instruments to manage the exposure to changes in foreign currency exchange rates associated with our
Euro-denominated debt. We also use a net investment hedging strategy where the change in our Euro-denominated debt is largely offset by the change in our Euro-denominated net
investments, consisting primarily of goodwill and intangible assets.

Interest Rate Risk

A portion of the debt used to finance much of our operations is exposed to interest rate fluctuations. We use various hedging
strategies and derivative instruments to create an appropriate mix of fixed and floating rate debt. The primary interest rate exposure at September 30, 2009 was to interest rate fluctuations in
the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We use interest rate and cross-currency swaps to hedge this exposure. Several derivatives used to manage the risk
associated with our floating rate debt are designated as cash flow hedges.

Contractual Obligations

Our future contractual obligations have not changed significantly from the amounts reported within our 2008 financial statements
included in our Annual Report on Form 10-K filed with the SEC on March 12, 2009. Any changes to our obligations related to our indebtedness are presented above within the
section entitled "Debt and Financing Arrangements."

Item 3.    Quantitative And Qualitative Disclosures About Market Risk

We assess our market risk based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that
measures the potential impact in earnings, fair values, and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency rates. We used September 30,
2009 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange
rates. We have determined, through such analyses, 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. There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008
filed with the SEC on March 12, 2009.

Item 4.    Controls and Procedures



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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

Item 1A.    Risk Factors

See Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended
December 31, 2008 filed with the SEC on March 12, 2009 and Part II, Item 1A, "Risk Factors," of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 filed with the SEC on May 12, 2009 for a detailed discussion of the risk factors affecting our Company. There are no material changes from the risk factors previously
disclosed in our Annual Report on Form 10- K for the year ended December 31, 2008 or our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable.

Item 3.    Defaults Upon Senior Securities.

Not Applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 5.    Other Information.

Not Applicable.

Item 6.    Exhibits.

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements 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 LIMITEDDate: November 13, 2009

By:

/s/ PHILIP EMERY Philip Emery Executive Vice President and Chief Financial OfficerDate: November 13, 2009

By:

/s/ SIMON GRAY Simon Gray Senior Vice President and Chief Accounting Officer


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EXHIBIT INDEX

Exhibit No.

Description3.1

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).10.1

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

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

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

Contract of Employment, dated as of October 1, 2009, among Philip Emery, Travelport International Limited and TDS Investor (Cayman) L.P. (Incorporated by reference to Exhibit 10.1 to the current report
on Form 8-K filed by Travelport Limited on October 7, 2009).10.5

Fourth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V.
(n/k/a Travelport Global Distribution System B.V.).31.1

Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.31.2

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

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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