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



Form 10-Q/A

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008oro

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


Commission File No. 333-141714



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

Bermuda(State or other jurisdiction
of incorporation or organization)

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


400 Interpace Parkway  Building A  Parsippany, NJ 07054(Address of principal executive offices, including zip code)

(973) 939-1000(Registrant's telephone number, including area code)



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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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 May 14, 2008, there were 12,000 shares of the Registrants' common stock, par value $1.00 per share, outstanding.



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EXPLANATORY NOTE

OVERVIEW

Travelport Limited ("Travelport") is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008, originally filed on May 14, 2008 (the "Original Filing") to amend and restate our consolidated financial
statements as of December 31, 2007 and our condensed consolidated financial statements as of March 31, 2008 and for the three month periods ended March 31, 2008 and
March 31, 2007. The restatement is discussed in Note 2 to the consolidated condensed financial statements.

RESTATEMENT

Subsequent to the issuance of our condensed consolidated financial statements for the quarterly period ended March 31, 2008, the
Company identified errors at a subsidiary within its GDS segment associated with the estimation of financial assistance expense. The errors resulted in an understatement of cost of revenue and accrued
expense.

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

Item 1.

Financial StatementsItem 2.

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

Controls and ProceduresItem 6.

Exhibits


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

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Table of Contents

PagePART I

Financial Information

4Item 1.

Financial Statements

4Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2008 (Restated) and 2007 (Restated)

4Consolidated Condensed Balance Sheets as of March 31, 2008 (Restated) and December 31, 2007 (Restated)

5Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2008 (Restated) and 2007 (Restated)

6Consolidated Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31, 2008 (Restated)

7Notes to Consolidated Condensed Financial Statements

8Item 2.

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

27Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34Item 4.

Controls and Procedures

34PART II

Other Information

35Item 1.

Legal Proceedings

35Item 1A.

Risk Factors

35Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

35Item 3.

Defaults upon Senior Securities

35Item 4.

Submission of Matters to a Vote of Security Holders

35Item 5.

Other Information

35Item 6.

Exhibits

35Signatures

36


1

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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 or state other
"forward-looking" information. 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:



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 section captioned "Risk Factors" in our
Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the Securities and Exchange

2

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Commission
(the "SEC") on September 26, 2008, as well as any other cautionary language in this Quarterly Report on Form 10-Q/A, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from the expectations we describe in our 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 and financial position.

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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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements

TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        (Unaudited)        (in millions)

As Restated (See Note 2)Three Months Ended
March 31, 2007

Three Months Ended
March 31, 2008Net revenue

$
666

$
666Costs and expensesCost of revenue


280


340Selling, general and administrative


261


183Separation and restructuring charges


23


9Depreciation and amortization


54


67Total costs and expenses


618


599Operating income


48


67Interest expense, net


(85
)

(86
)Gain on early extinguishment of debt





9Loss from continuing operations before income taxes and equity in losses of investments, net


(37
)

(10
)Benefit (provision) for income taxes


3


(12
)Equity in losses of investments, net





(7
)Net loss

$
(34
)
$
(29
)


See
Notes to Consolidated Condensed Financial Statements

4

---





TRAVELPORT LIMITED        CONSOLIDATED CONDENSED BALANCE SHEETS        (Unaudited)        (in millions)

As Restated (See Note 2)December 31, 2007

March 31, 2008AssetsCurrent assets:Cash and cash equivalents

$
309

$
207Accounts receivable, net


417


506Deferred income taxes


9


10Other current assets


252


331Assets of discontinued operations


36


Total current assets


1,023


1,054Property and equipment, net


532


513Goodwill


1,757


1,829Trademarks and tradenames


510


525Other intangible assets, net


1,717


1,736Investment in Orbitz Worldwide


366


361Non-current deferred income taxes


3


3Other non-current assets


242


249Total assets

$
6,150

$
6,270Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
191

$
179Accrued expenses and other current liabilities


827


864Current portion of long-term debt


17


18Deferred income taxes





1Liabilities of discontinued operations


8


Total current liabilities


1,043


1,062Long-term debt


3,751


3,791Deferred income taxes


261


278Other non-current liabilities


209


196Total liabilities


5,264


5,327Commitments and contingencies (note 11)Shareholders' equity:Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding





Additional paid in capital


1,317


1,317Accumulated deficit


(594
)

(623
)Accumulated other comprehensive income


163


249Total shareholders' equity


886


943Total liabilities and shareholders' equity

$
6,150

$
6,270


See
Notes to Consolidated Condensed Financial Statements

5

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        (Unaudited)        (in millions)

As Restated (See Note 2)Three Months Ended
March 31, 2007

Three Months Ended
March 31, 2008Operating activities of continuing operationsNet loss

$
(34
)
$
(29
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities from continuing operationsDepreciation and amortization


54


67Deferred income taxes


1


(4
)Provision for bad debts


3


4Gain on early extinguishment of debt





(9
)Gain on sale of property


1


Amortization of debt issuance costs


5


5Non-cash charges related to tax sharing liability


3


Equity based compensation


3


Equity in losses of investments





7FASA liability





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


21


(78
)Other current assets





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


103


9Other


1


(11
)Net cash provided by (used in) operating activities of continuing operations


161


(51
)Investing activities of continuing operationsProperty and equipment additions


(31
)

(13
)Acquisition related payments


(5
)

(3
)Other


1


(1
)Net cash used in investing activities of continuing operations


(35
)

(17
)Financing activities of continuing operationsPrincipal payments on borrowings


(6
)

(38
)Issuance of common stock


2


Net cash used in financing activities of continuing operations


(4
)

(38
)Effect of changes in exchange rates on cash and cash equivalents


1


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


123


(102
)Cash provided by (used in) discontinued operationsOperating activities


2


Investing activities


(1
)

Cash provided by discontinued operations


1


Cash and cash equivalents at beginning of period


87


309Cash and cash equivalents at end of period


211


207Less cash of discontinued operations


(3
)

Cash and cash equivalents of continuing operations

$
208

$
207Supplemental disclosure of cash flow informationInterest payments

$
118

$
108Income tax payments, net

$
4

$
7


See Notes to Consolidated Condensed Financial Statements

6

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY        (Unaudited)        (in millions)

Common
Stock

Additional
Paid In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Total
EquityBalance as of January 1, 2008 (as restated, see note 2)

$


$
1,317

$
(594
)
$
163

$
886Net loss (as restated, see note 2)








(29
)

Currency translation adjustment, net of tax of $0











98Unrealized loss on cash flow hedges, net of tax of $0











(18
)Unrealized loss on investments, net of tax of $0











6Total comprehensive income (as restated, see note 2)














57Balance as of March 31, 2008 (as restated, see note 2)

$


$
1,317

$
(623
)
$
249

$
943


See
Notes to Consolidated Condensed Financial Statements

7

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TRAVELPORT LIMITED        NOTES TO FINANCIAL STATEMENTS        (Unaudited)        (Unless otherwise noted, all amounts are in millions)

1. Basis of Presentation

Travelport Limited ("Travelport" or the "Company") is a Bermuda company formed on July 13, 2006 for the purpose of acquiring the Travelport businesses of Avis Budget
Group, Inc. (formerly Cendant Corporation) ("Avis Budget"). 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 6,000 employees and operates
in 145 countries. Travelport is a closely held company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California,
One Equity Partners ("OEP") of New York and Travelport management.

2. Restatement

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

As
a result of these errors, the Company's Board of Directors and management determined to restate the Company's previously issued consolidated condensed financial statements as of
March 31, 2008 and for the three months ended March 31, 2008 and 2007 and the consolidated financial statements as of December 31, 2007. In addition the Company corrected
previously identified insignificant errors related to (1) the purchase price allocation related to the Worldspan acquisition; (2) accounting for certain liabilities and additional paid
in capital related to its investment in Orbitz Worldwide; and (3) other insignificant items.

The
restated amounts included below for the three month period ended March 31, 2007 include the impact of reflecting the results of operations of the Trust business as a
discontinued operation. See Note 4Discontinued Operations for additional information.

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

Three Months Ended
March 31, 2007

Three Months Ended
March 31, 2008As Previously
Reported

As Restated

As Previously
Reported

As RestatedNet revenue

$
666

$
666

$
666

$
666Costs and expensesCost of revenue


278


280


339


340Selling, general and administrative


261


261


182


183Separation and restructuring charges


23


23


9


9Depreciation and amortization


54


54


67


67Total costs and expenses


616


618


597


599Operating income


50


48


69


67Interest expense, net


(85
)

(85
)

(86
)

(86
)Gain on early extinguishment of debt








9


9Loss from continuing operations before income taxes and equity in losses of investments, net


(35
)

(37
)

(8
)

(10
)Benefit (provision) for income taxes


3


3


(12
)

(12
)Equity in losses of investments, net








(7
)

(7
)Net loss

$
(32
)
$
(34
)
$
(27
)
$
(29
)


8

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

BALANCE SHEET

December 31, 2007

March 31, 2008As Previously
Reported

As Restated

As Previously
Reported

As RestatedAssetsCurrent assets:Cash and cash equivalents

$
309

$
309

$
207

$
207Accounts receivable, net


416


417


506


506Deferred income taxes


9


9


10


10Other current assets


253


252


330


331Assets of discontinued operations


36


36





Total current assets


1,023


1,023


1,053


1,054Property and equipment, net


541


532


522


513Goodwill


1,746


1,757


1,820


1,829Trademarks and tradenames


510


510


525


525Other intangible assets, net


1,717


1,717


1,736


1,736Investment in Orbitz Worldwide


364


366


358


361Non-current deferred income taxes


3


3


3


3Other non-current assets


236


242


244


249Total assets

$
6,140

$
6,150

$
6,261

$
6,270Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
191

$
191

$
178

$
179Accrued expenses and other current liabilities


821


827


859


864Current portion of long-term debt


17


17


18


18Deferred income taxes








1


1Liabilities of discontinued operations


8


8





Total current liabilities


1,037


1,043


1,056


1,062Long-term debt


3,751


3,751


3,791


3,791Deferred income taxes


261


261


278


278Other non-current liabilities


203


209


190


196Total liabilities


5,252


5,264


5,315


5,327Commitments and contingenciesShareholders' equity:Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding











Additional paid in capital


1,311


1,317


1,311


1,317Accumulated deficit


(587
)

(594
)

(614
)

(623
)Accumulated other comprehensive income


164


163


249


249Total shareholders' equity


888


886


946


943Total liabilities and shareholders' equity

$
6,140

$
6,150

$
6,261

$
6,270


9

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

STATEMENT OF CASH FLOWS

Three Months Ended
March 31, 2007

Three Months Ended
March 31, 2008As Previously
Reported

As Restated

As Previously
Reported

As RestatedOperating activities of continuing operationsNet loss

$
(32
)
$
(34
)
$
(27
)
$
(29
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities from continuing operationsDepreciation and amortization


54


54


67


67Deferred income taxes


1


1


(4
)

(4
)Provision for bad debts


3


3


4


4Gain on early extinguishment of debt








(9
)

(9
)Gain on sale of property


1


1





Amortization of debt issuance costs


5


5


5


5Non-cash charges related to the sharing liability


3


3





Equity based compensation


3


3





Equity in losses of investments








7


7Payment of FASA liability








(8
)

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


21


21


(78
)

(78
)Other current assets








(4
)

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


101


103


7


9Other


1


1


(11
)

(11
)Net cash provided by (used in) operating activities of continuing operations


161


161


(51
)

(51
)Investing activities of continuing operationsProperty and equipment additions


(31
)

(31
)

(13
)

(13
)Acquisition related payments


(5
)

(5
)

(3
)

(3
)Other


1


1


(1
)

(1
)Net cash used in investing activities of continuing operations


(35
)

(35
)

(17
)

(17
)Financing activities of continuing operationsPrincipal payments on borrowings


(6
)

(6
)

(38
)

(38
)Issuance of common stock


2


2





Net cash used in financing activities of continuing operations


(4
)

(4
)

(38
)

(38
)Effect of changes in exchange rates on cash and cash equivalents


1


1


4


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


123


123


(102
)

(102
)Cash provided by (used in) discontinued operationsOperating activities


2


2





Investing activities


(1
)

(1
)




Cash provided by discontinued operations


1


1





Cash and cash equivalents at beginning of period


97


87


309


309Cash and cash equivalents at end of period


221


211


207


207Less cash of discontinued operations


(3
)

(3
)




Cash and cash equivalents of continuing operations

$
218

$
208

$
207

$
207


10

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 161 "Disclosures about Derivative Instruments and
Hedging Activities" ("SFAS No. 161"). SFAS No. 161 establishes enhanced disclosure requirements for derivatives instruments and hedging activities. The Company will adopt the provisions
of SFAS No. 161 on January 1, 2009 as required, and is currently evaluating the impact of such adoption on its financial statements.

The
Company adopted the provisions of SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"), effective January 1,
2008. SFAS No. 159 provides entities the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The
Company has elected not to apply the fair value option to its financial assets and liabilities.

The
Company adopted the provisions of SFAS No. 157 "Fair Value Measurement" ("SFAS No. 157"), effective January 1, 2008 for financial assets and liabilities. Under
this standard, the financial assets and liabilities on the Company's balance sheet that are required to be recorded at fair value on a recurring basis are marketable securities and assets and
liabilities related to derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. In determining fair value, the Company uses various valuation approaches. SFAS No. 157 establishes a hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market
participants would use in pricing the asset or liability developed based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's
estimates about the assumptions market participants would use in the pricing the asset or liability developed based on the best information available.

The
hierarchy defined by SFAS No. 157 is broken down into three levels based on the reliability of inputs as follows:



The
Company's marketable securities are classified as available-for-sale under SFAS No. 115 "Accounting for Certain Investments in Debt and Equity
Securities" and are included within other current assets on the Company's Consolidated Condensed Balance Sheet. These securities are actively traded on exchanges and have price quotes for identical
assets to the securities held by the Company, and as such, the valuations are considered within Level 1 of the fair value hierarchy.

The
Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest
rates. As a matter of

11

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Recently Issued Accounting Pronouncements (Continued)

policy,
the Company does not use derivatives for trading or speculative purposes. The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively
quoted markets for similar instruments, that do not entail significant judgment. These pricing models are categorized within Level 2 of the fair value hierarchy.

The
adoption of SFAS No. 157 has not had a significant impact on the Company's results of operations or balance sheet as of March 31, 2008. See Note 10, Fair Value
Disclosures for additional information.

4. Discontinued Operations

As of December 31, 2007, the Company reached a definitive agreement to sell its TRUST business, a non-core business within its GTA segment. The Company completed the
sale of this business in January 2008.

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

Three Months Ended March 31, 2007Net revenue

$
7Costs and expensesCost of revenue


3Selling, general and administrative


3Depreciation and amortization


1Total costs and expenses


7Loss before income taxes


Benefit for income taxes


Loss from discontinued operations, net of tax

$



5. Separation and Restructuring Charges

Separation and restructuring charges consisted of:

Three Months Ended March 31, 2007

Three Months Ended March 31, 2008Separation costs

$
2

$
Restructuring charges


21


9$
23

$
9


Separation Costs

Separation costs of $2 million for the three months ended March 31, 2007 consisted of $1 million in employee
retention and bonus plans and $1 million in professional fees related to the separation plan.

12

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Separation and Restructuring Charges (Continued)

Restructuring Charges

During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into our
GDS segment, the Company committed to various strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing
processes. Substantially all of the costs incurred were personnel related. The recognition of the restructuring charges and the corresponding utilization during the three months ended March 31,
2008 are summarized by category as follows:

Balance at January 1, 2008

$
8Restructuring charges


9Cash payments


(7
)Balance at March 31, 2008

$
10


Approximately
$6 million and $1 million of the restructuring charges incurred during the three months ended March 31, 2008 have been recorded within
the GDS and GTA segments, respectively, and approximately $2 million has been recorded within Corporate and other. The Company expects to incur additional restructuring charges during 2008,
primarily within the GDS segment.

The
restructuring charges incurred during the three months ended March 31, 2007 related to the 2006 restructuring plan. Approximately $18 million, $1 million and
$1 million of the restructuring charges have been recorded within the GDS, Orbitz Worldwide and GTA segments, respectively, and approximately $1 million has been recorded within
Corporate and other.

6. Other Current Assets

Other current assets consisted of:

As of December 31,
2007

As of March 31,
2008Derivative contracts

$
101

$
172Prepaid expenses


46


49Sales and use tax receivables


37


41Other


68


69$
252

$
331


13

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Intangible Assets

Intangible assets consisted of:

As of December 31, 2007

As of March 31, 2008Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying AmountNon-Amortizable Intangible AssetsGoodwill

$
1,757







$
1,829Trademarks and tradenames

$
510







$
525Amortizable Intangible AssetsCustomer relationships

$
1,826

$
157

$
1,669

$
1,881

$
197

$
1,684Vendor relationships and other


52


4


48


56


4


52$
1,878

$
161

$
1,717

$
1,937

$
201

$
1,736


14

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Intangible Assets (Continued)

The
changes in the carrying amount of goodwill for the Company between December 31, 2007 and March 31, 2008 were as follows:

Balance
as of
December 31,
2007

Adjustments to Goodwill Acquired in 2007

Foreign Exchange

Balance as of March 31, 2008GDS

$
948

$
6

$


$
954GTA


809





66


875$
1,757

$
6

$
66

$
1,829


The
adjustments to goodwill acquired in 2007 primarily related to fair value adjustments associated with certain fixed assets acquired and current liabilities assumed in
the Worldspan acquisition.

The
purchase price allocation related to the Worldspan acquisition is based on preliminary estimates and assumptions. Accordingly, the allocation may be subject to revision when the
Company receives final information, including appraisals, valuations and other analyses. Any revision to fair values, which may be significant, will be recorded by the Company as further adjustments
to the purchase price allocation. The Company expect to complete the purchase price allocation during the third quarter of 2008.

Amortization
expense relating to all intangible assets was as follows:

Three Months Ended March 31,2007

2008Customer relationships

$
30

$
35Vendor relationships and other


1


Total

$
31

$
35


The
Company expects amortization expense relating to intangible assets to be approximately $99 million for the remainder of 2008 and $134 million, $135 million,
$130 million, $125 million and $123 million for each of the five succeeding fiscal years, respectively.

8. Orbitz Worldwide

Prior to October 31, 2007, Orbitz Worldwide, Inc. ("Orbitz Worldwide") was a consolidated subsidiary of the Company. As a result of certain transactions, effective
October 31, 2007, the Company accounts for its investment in Orbitz Worldwide under the equity method of accounting. As of March 31, 2008, the Company's investment in Orbitz Worldwide
was $361 million. The Company has recorded a $7 million loss related to its investment in Orbitz Worldwide for the three months ended March 31, 2008 within the equity in losses of
investments, net line item on the Consolidated Condensed

15

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Orbitz Worldwide (Continued)

Statements
of Operations. Presented below are the summary results of operations for the three months ended March 31, 2008 for Orbitz Worldwide.

Statement of Operations

Three Months Ended
March 31, 2008Net revenue

$
219Operating expenses


220Operating loss


(1
)Interest expense, net


(16
)Loss before income taxes


(17
)Income tax benefit


2Net loss

$
(15
)


During
the three months ended March 31, 2008, approximately $28 million of net revenue was earned by Orbitz Worldwide through transactions with the Company. As of
March 31, 2008, the Company had a balance payable to Orbitz Worldwide of approximately $14 million related to such transactions, which is included on the Consolidated Condensed Balance
Sheet within accrued expenses and other current liabilities.

9. Long-Term Debt

Long-term debt consisted of:

Maturity

As of December 31, 2007

As of March 31, 2008Senior Secured Credit FacilityTerm loan facilityDollar-denominated

August 2013

$
1,723

$
1,720Euro-denominated

August 2013


510


552Senior notesDollar-denominated floating rate notes

September 2014


150


150Euro-denominated floating rate notes

September 2014


343


32497/8% notes

September 2014


450


450Senior subordinated notes117/8% Dollar-denominated notes

September 2016


300


300107/8% Euro-denominated notes

September 2016


233


253Capital leases and other




59


60Total debt




3,768


3,809Less: Current portion




17


18Long-term debt



$
3,751

$
3,791


During
the three months ended March 31, 2008, the Company repurchased approximately $44 million aggregate principal amount of notes at a discount resulting in
$9 million of gain from early

16

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Long-Term Debt (Continued)

extinguishment
of debt. In addition, the principal amount outstanding under the Euro-denominated term loan facility and Euro-denominated notes increased by approximately
$87 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge
instruments are recorded within other current assets and liabilities on the Consolidated Condensed Balance Sheet. The Company repaid approximately $3 million of debt under its senior secured
credit facility as required under the senior secured credit agreement.

10. Fair Value Disclosures

The Company's financial assets and liabilities recorded at fair value consist of marketable securities and derivative instruments. These amounts have been categorized based upon a fair
value hierarchy in accordance with SFAS No. 157, and are included within the Level 1 and Level 2 categories. See Note 3 for a discussion of the Company's polices regarding
this hierarchy.

The
following fair value table presents information about the Company's assets and liabilities measured at fair value on a recurring basis:

As of
December 31, 2007

As of
March 31, 2008Marketable SecuritiesLeve1 1Quoted Prices in Active Markets

$
4

$
6DerivativesLevel 2Significant Other Observable InputsUnrealized foreign exchange gains on foreign currency interest rate swaps


133


211Foreign exchange forwardsassets


1


5Foreign exchange forwardsliabilities


(5
)

(7
)Unrealized loss on interest rate swaps


(37
)

(50
)


11. 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 2007 Financial Statements included in its Annual Report on Form 10-K/A filed with the SEC on September 26, 2008.

17

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Commitments and Contingencies (Continued)

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities
whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim resulting from the
transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or
outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives and (v) issuances of debt securities. The guarantees
or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) financial
institutions in derivative contracts and (iv) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the
expiration of the term of the agreement or
extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to
make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not
subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of
landlords against third party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

Contractual Obligations to Indemnify Avis Budget for Certain Taxes Relating to the Separation from Avis Budget

The Company's separation from Avis Budget involved a restructuring of the Travelport business whereby certain former foreign
subsidiaries were separated independent of the Company's separation from Avis Budget. It is possible that the independent separation of these foreign subsidiaries could give rise to an increased tax
liability for Avis Budget that would not have existed had these foreign subsidiaries been separated with the Company. In order to induce Avis Budget to approve the separation structure, the Company
agreed to indemnify Avis Budget for any increase in Avis Budget's tax liability resulting from the structure. The Company is not able to predict the amount of such tax liability, if any. To the extent
that the Company's obligation to indemnify Avis Budget subjects the Company to additional costs, such costs would be treated as an adjustment to the purchase price, increasing
tax-deductible goodwill, and could significantly and negatively affect the Company's financial condition.

12. Segment Information

Management evaluates the performance of the Company based upon net revenue and "EBITDA", which is defined as income (loss) from continuing operations before income taxes, equity in
losses of investments, net, interest expense, net and depreciation and amortization, each of which is presented on the Company's Consolidated Condensed Statements of Operations.

18

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Segment Information (Continued)

The
reportable segments presented below represent the Company's operating segments for which separate financial information is available and which is utilized on a regular basis by its
management to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within
Corporate and other. Although not presented herein, the Company also evaluates the performance of its segments based on EBITDA adjusted to exclude the impact of deferred revenue written off due to
purchase accounting on the acquisition of Travelport by affiliates of Blackstone and TCV, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from Cendant,
expenses incurred to acquire and integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line travel
platform, non-cash equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

The
Company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

Three Months Ended March 31, 2007

Three Months Ended March 31, 2008GDSNet revenue

$
414

$
592Segment EBITDA


115


166GTANet revenue


57


74Segment EBITDA


(1
)

9Orbitz WorldwideNet revenue


212


Segment EBITDA


23


Corporate and otherEBITDA(a)


(35
)

(32
)Intersegment eliminations(b)Net revenue


(17
)

Combined TotalsNet revenue

$
666

$
666EBITDA

$
102

$
143


---

19

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Segment Information (Continued)

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

Three Months Ended March 31, 2007

Three Months Ended March 31, 2008EBITDA

$
102

$
143Interest expense, net


(85
)

(86
)Depreciation and amortization


(54
)

(67
)Loss from continuing operations before income taxes and equity in losses of investments, net

$
(37
)
$
(10
)


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

As of
December 31, 2007

As of
March 31, 2008GDS

$
3,228

$
3,254GTA


2,087


2,226Corporate and other


835


790Total

$
6,150

$
6,270


13. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following condensed financial information presents the Company's Consolidating Condensed Balance Sheet as of March 31, 2008 and December 31, 2007 and the Consolidating
Condensed Statements of Operations and Statements of Cash Flows for the three months ended March 31, 2008 and 2007 for: (a) Travelport Limited ("the Parent Guarantor");
(b) Waltonville Limited, which is currently in dissolution, and TDS Investor (Luxembourg) s.a.r.l ("the Intermediate Parent Guarantor"); (c) Travelport LLC (formerly known as
Travelport Inc.) ("the Issuer"); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine
the Parent Guarantor and the Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis, respectively.

20

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS    For the Three Months Ended March 31, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
325

$
356

$
(15
)
$
666Cost and expensesCost of revenue











108


187


(15
)

280Selling, general and administrative











100


161





261Separation and restructuring charges











23








23Depreciation and amortization











35


19





54Other expense (income), net











1


(1
)




Total costs and expenses











267


366


(15
)

618Operating income (loss)











58


(10
)




48Interest (expense) income, net








(83
)

(4
)

2





(85
)Equity in earnings (losses) of subsidiaries


(34
)

(30
)

53








11


Income (loss) from continuing operations before income taxes


(34
)

(30
)

(30
)

54


(8
)

11


(37
)(Provision) benefit for income taxes











(1
)

4





3Net income (loss)

$
(34
)
$
(30
)
$
(30
)
$
53

$
(4
)
$
11

$
(34
)


21

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS    For the Three Months Ended March 31, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
289

$
377

$


$
666Cost and expensesCost of revenue











172


168





340Selling, general and administrative


(2
)




4


10


171





183Separation and restructuring charges











4


5





9Depreciation and amortization











47


20





67Total costs and expenses


(2
)




4


233


364





599Operating income (loss)


2





(4
)

56


13





67Interest expense, net








(82
)

(4
)







(86
)Gain on early extinguishment of debt








9











9Equity in earnings (losses) of subsidiaries


(31
)

(27
)

50








8


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


(29
)

(27
)

(27
)

52


13


8


(10
)Provision for income taxes











(2
)

(10
)




(12
)Equity in losses of investments, net





(7
)













(7
)Net income (loss)

$
(29
)
$
(34
)
$
(27
)
$
50

$
3

$
8

$
(29
)


22

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED BALANCE SHEET    As of December 31, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
221

$


$


$
(6
)
$
94

$


$
309Accounts receivable, net











99


318





417Deferred income taxes











4


5





9Other current assets


2





99


68


83





252Assets of discontinued operations














36





36Total current assets


223





99


165


536





1,023Investment in subsidiary/intercompany


659


(1,003
)

2,602








(2,258
)

Property and equipment, net











442


90





532Goodwill











974


783





1,757Trademarks and tradenames











313


197





510Other intangible assets, net











1,029


688





1,717Investment in Orbitz Worldwide





366














366Non-current deferred income taxes














3





3Other non-current assets


9





42


132


59





242Total assets

$
891

$
(637
)
$
2,743

$
3,055

$
2,356

$
(2,258
)
$
6,150Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
40

$
151

$


$
191Accrued expenses and other current liabilities


5


29


37


170


586





827Current portion of long-term debt








10


7








17Deferred income taxes




















Liabilities of discontinued operations














8





8Total current liabilities


5


29


47


217


745





1,043Long-term debt








3,699


52








3,751Deferred income taxes











30


231





261Other non-current liabilities





2





154


53





209Total liabilities


5


31


3,746


453


1,029





5,264Total shareholders' equity/intercompany


886


(668
)

(1,003
)

2,602


1,327


(2,258
)

886Total liabilities and shareholders' equity

$
891

$
(637
)
$
2,743

$
3,055

$
2,356

$
(2,258
)
$
6,150


23

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
109

$


$


$
5

$
93

$


$
207Accounts receivable, net











119


387





506Deferred income taxes











4


6





10Other current assets


6





166


67


92





331Total current assets


115





166


195


578





1,054Investment in subsidiary/intercompany


826


(938
)

2,614








(2,502
)

Property and equipment, net











420


93





513Goodwill











980


849





1,829Trademarks and tradenames











313


212





525Other intangible assets, net











1,008


728





1,736Investment in Orbitz Worldwide





361














361Non-current deferred income taxes














3





3Other non-current assets


8





45


134


62





249Total assets

$
949

$
(577
)
$
2,825

$
3,050

$
2,525

$
(2,502
)
$
6,270Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
38

$
141

$


$
179Accrued expenses and other current liabilities


6


49


14


161


634





864Current portion of long-term debt








10


8








18Deferred income taxes














1





1Total current liabilities


6


49


24


207


776





1,062Long-term debt








3,739


52








3,791Deferred income taxes











28


250





278Other non-current liabilities





2





149


45





196Total liabilities


6


51


3,763


436


1,071





5,327Total shareholders' equity/intercompany


943


(628
)

(938
)

2,614


1,454


(2,502
)

943Total liabilities and shareholders' equity

$
949

$
(577
)
$
2,825

$
3,050

$
2,525

$
(2,502
)
$
6,270


24

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS    For the Three Months Ended March 31, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activities of continuing operationsNet income (loss)

$
(34
)
$
(30
)
$
(30
)
$
53

$
(4
)
$
11

$
(34
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:Depreciation and amortization











35


19





54Deferred income taxes











1








1Provision for bad debts














3





3Gain on sale of property














1





1Amortization of debt issuance costs








5











5Non-cash charges related to tax sharing liability











3








3Equity based compensation











3








3Equity in losses of subsidiaries


34


30


(53
)







(11
)

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











(4
)

25





21Other current assets











(9
)

9





Accounts payable, accrued expenses and other current liabilities











(20
)

123





103Other














1





1Net cash provided by (used in) operating activities of continuing operations








(78
)

62


177





161Investing activities of continuing operationsProperty and equipment additions











(26
)

(5
)




(31
)Acquisition-related payments











(7
)

2





(5
)Net intercompany funding


(2
)




84


(1
)

(81
)




Other














1





1Net cash provided by (used in) investing activities of continuing operations


(2
)




84


(34
)

(83
)




(35
)Financing activities of continuing operationsPrincipal payments on borrowings








(6
)










(6
)Issuance of common stock


2

















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


2





(6
)










(4
)Effect of changes in exchange rates on cash and cash equivalents














1





1Net increase in cash and cash equivalents from continuing operations











28


95





123Cash provided by (used in) discontinued operationsOperating activities














2





2Investing activities














(1
)




(1
)Cash provided by discontinued operations














1





1Cash and cash equivalents at beginning of period











19


68





87Cash and cash equivalents at end of period











47


164





211Less cash of discontinued operations














(3
)




(3
)Cash and cash equivalents of continuing operations

$


$


$


$
47

$
161

$


$
208


25

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  For the Three Months Ended March 31, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activities of continuing operationsNet income (loss)

$
(29
)
$
(34
)
$
(27
)
$
50

$
3

$
8

$
(29
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:Depreciation and amortization











47


20





67Deferred income taxes











(2
)

(2
)




(4
)Provision for bad debts











2


2





4Gain on early extinguishment of debt








(9
)










(9
)Amortization of debt issuance costs








5











5Equity in losses of investments





7














7FASA liability











(8
)







(8
)Equity in losses of subsidiaries


31


27


(50
)







(8
)

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











(21
)

(57
)




(78
)Other current assets











3


(7
)




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








(24
)

(10
)

43





9Other


(2
)




3


(7
)

(5
)




(11
)Net cash provided by (used in) operating activities of continuing operations








(102
)

54


(3
)




(51
)Investing activities of continuing operationsProperty and equipment additions











(8
)

(5
)




(13
)Acquisition related payments











(3
)







(3
)Net intercompany funding


(112
)

(3
)

140


(32
)

7





Other





3








(4
)




(1
)Net cash provided by (used in) investing activities of continuing operations


(112
)




140


(43
)

(2
)




(17
)Financing activities of continuing operationsPrincipal payments on borrowings








(38
)










(38
)Net used in financing activities of continuing operations








(38
)










(38
)Effect of changes in exchange rates on cash and cash equivalents














4





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


(112
)







11


(1
)




(102
)Cash and cash equivalents at beginning of period


221








(6
)

94





309Cash and cash equivalents at end of period

$
109

$


$


$
5

$
93

$


$
207


26

---





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/A and with our 2007 consolidated financial statements included in our Annual Report on
Form 10-K/A filed with the SEC on September 26, 2008. 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/A. The following management's discussion
and analysis of financial condition and results of operations gives effect to the restatement as described in Note 2Restatement to the consolidated condensed financial statements.
Unless otherwise noted, all dollar amounts are in millions.

Segments

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



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

RESULTS OF OPERATIONS

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

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

27

---



Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007

Three Months Ended
March 31,

Change2007

2008

$

%Net revenue

$
666

$
666

$



Costs and expensesCost of revenue


280


340


60


21Selling, general and administrative


261


183


(78
)

(30
)Separation and restructuring charges


23


9


(14
)

(61
)Depreciation and amortization


54


67


13


24Total costs and expenses


618


599


(19
)

(3
)Operating income


48


67


19


40Interest expense, net


(85
)

(86
)

(1
)

(1
)Gain on early extinguishment of debt





9


9


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


(37
)

(10
)

27


73Benefit (provision) for income taxes


3


(12
)

(15
)

*Equity in losses of investments, net





(7
)

(7
)

*Net loss

$
(34
)
$
(29
)
$
5


15


---

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 other. Although not presented herein, we also evaluate the performance of our segments based on EBITDA adjusted to exclude the impact of deferred revenue written off due to purchase accounting on
the acquisition of Travelport by an affiliate of The Blackstone Group, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from Cendant, expenses incurred
to acquire and integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line travel platform,
non-cash equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

28

---



Our
results on a segment basis for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007 are as follows:

Three Months Ended
March 31,

Change2007

2008

$

%GDSNet revenue

$
414
(a)
$
592
(c)
$
178


43Segment EBITDA


115
(b)

166
(d)

51


44GTANet revenue


57
(e)

74


17


30Segment EBITDA


(1)
(f)

9
(g)

10


*Orbitz WorldwideNet revenue


212
(h)




(212
)

100Segment EBITDA


23
(i)




(23
)

100Corporate and other(j)EBITDA


(35
)

(32
)

3


9Intersegment Eliminations(k)Net revenue


(17
)




17


*Combined TotalsNet revenue

$
666

$
666

$



EBITDA

$
102

$
143

$
41


40


---

29

---



Three Months Ended
March 31,2007

2008Corporate and unallocated expenses

$
(23
)
$
(25
)Gain on early extinguishment of debt





9Restructuring and related activities


(1
)

(2
)Separation costs


(2
)

Equity compensation


(3
)

Transaction and integration costs


(7
)

(12
)Sponsor monitoring


(2
)

Other, including gain (loss) on foreign currency


3


(2
)$
(35
)
$
(32
)


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

Three Months Ended
March 31,2007

2008EBITDA

$
102

$
143Interest expense, net


(85
)

(86
)Depreciation and amortization


(54
)

(67
)Loss from continuing operations before income taxes and equity in losses of investments, net

$
(37
)
$
(10
)


Net Revenue

Net revenue remained unchanged and included (i) a $212 million reduction resulting from the deconsolidation of Orbitz
Worldwide, (ii) incremental net revenue of $180 million from the acquisition of Worldspan, (iii) a reduction of our intersegment eliminations of $17 million as a result of
the deconsolidation of Orbitz Worldwide and (iv) growth of $15 million resulting from a $17 million increase in revenue from GTA, partially offset by a decline in revenue of
$2 million from our GDS segment excluding the results of Worldspan.

GDS
net revenue increased $178 million (43%) primarily due to the acquisition of Worldspan, which contributed $180 million in net revenue for the three months ended
March 31, 2008. Excluding the Worldspan acquisition and net acquisition related adjustments which contributed $1 million to the increase in revenue, GDS net revenue declined
$3 million (1%) primarily as a result of a $1 million increase in GDS booking fees offset by a $4 million decrease in other GDS revenue. Americas booking fees decreased by
$8 million (7%) mainly due to a 7% decline in segments. EMEA booking fees increased by $6 million (3%) due to yield growth of 5%, partially offset by a 2% decline in segments. Asia
Pacific booking fees increased $3 million (5%) principally due to yield growth of 5%. Other GDS
revenue decreased $4 million primarily as a result of a $3 million decrease in subscriber fees. IT services and software revenue was flat.

GTA
net revenue increased $17 million (30%) primarily as a result of a 20% increase in total transaction value ("TTV") and higher margins on overall sales, partially offset by
lower margins within our consumer business. GTA net revenue was also impacted by acquisition related adjustments recorded in 2007, which contributed $2 million to the increase in net revenue.

30

---





Cost of Revenue

Cost of revenue increased $60 million (21%) primarily due to (i) a $65 million reduction resulting from the
deconsolidation of Orbitz Worldwide, (ii) $114 million of incremental costs from the acquisition of Worldspan, (iii) a $17 million reduction of our intersegment
eliminations as a result of the deconsolidation of Orbitz Worldwide and (iv) an organic decrease of $6 million resulting from a decrease within GDS of $7 million and an increase
within GTA of $1 million.

GDS
cost of revenue increased $107 million, which included the costs of Worldspan, which contributed $114 million of costs for the three months ended March 31, 2008.
Excluding the Worldspan costs, GDS cost of revenue declined $7 million, primarily as a result of (i) a $14 million (24%) decrease in telecommunications and technology costs,
partially offset by (ii) a $7 million (4%) increase in support payments and commissions. The telecommunications and technology cost reductions reflect the restructuring actions
implemented during 2006. The cost savings initiatives have contributed to a reduction in costs of approximately $20 million in 2008 compared to approximately $9 million in 2007. The
$8 million increase in support payments and commissions is due primarily to segment and yield growth and the impact of foreign exchange fluctuations.

GTA
cost of revenue increased $1 million primarily as a result of incremental costs incurred as a result of an increase in TTV, partially offset by a reduction in commissions
expense as a result of the termination of a white-label agreement within the GTA consumer businesses.

Selling, General and Administrative Expenses (SG&A)

SG&A decreased $78 million (30%) primarily due to (i) a $123 million reduction resulting from the deconsolidation
of Orbitz Worldwide, (ii) $35 million of incremental costs from the acquisition of Worldspan and (iii) an organic increase of $10 million resulting from increases of
$6 million and $6 million from GTA and Corporate and other, respectively, partially offset by a decrease of $2 million within GDS.

GDS
SG&A increased $32 million, which included the expenses of Worldspan, which contributed $35 million of SG&A for the three months ended March 31, 2008. Excluding
the Worldspan expenses, GDS SG&A decreased $3 million primarily as a result of $7 million of incremental expense savings realized during 2008 as a result of cost savings initiatives,
partially offset by $4 million of Worldspan integration costs. The cost savings initiatives have contributed to a reduction in costs of approximately $10 million in 2008 compared to
$3 million in 2007.

GTA
SG&A increased $6 million primarily as a result of incremental salaries and benefits due to increased global headcount needed to support the growth in operations and the
impact of foreign exchange fluctuations, partially offset by $3 million of cost savings initiatives realized during the quarter.

Corporate
and other SG&A increased $7 million primarily as a result of (i) $5 million of incremental transaction and integration costs and
(ii) $5 million of incremental foreign exchange losses, partially offset by (i) a $3 million reduction in equity compensation expense and (ii) a $2 million
reduction in sponsor monitoring fees. The increase in Corporate and other SG&A included the impact of our cost savings initiatives, which resulted in savings of $9 million in 2008 compared to
$4 million in 2007.

Separation and Restructuring Charges

Separation and restructuring charges decreased $14 million primarily as a result of a $12 million decrease in
restructuring charges and a $2 million decrease in separation costs. For the three months ended March 31, 2008, approximately $6 million and $1 million of the restructuring
charges have been recorded within the GDS and GTA segments, respectively, and approximately $2 million has been recorded within Corporate and other. For the three months ended March 31,
2007, approximately

31

---



$18 million,
$1 million and $1 million of the restructuring charges were recorded within the GDS, Orbitz Worldwide and GTA segments, respectively. Separation costs of
$2 million for the three months ended March 31, 2007 consisted of $1 million in employee retention and bonus plans and $1 million in professional fees related to the
separation plan. All separation charges are included within Corporate and other.

Depreciation and Amortization

Depreciation and amortization increased $13 million (24%) primarily as a result of $17 million of incremental expenses
from Worldspan, partially offset by a $12 million decrease due to the deconsolidation of Orbitz Worldwide. On an organic basis, depreciation and amortization increased $8 million
primarily as a result of accelerated depreciation on certain assets relating to the integration of the GDS data center and foreign exchange fluctuations.

Benefit (provision) for Income Taxes

We have an income tax expense of $12 million for the three months ended March 31, 2008 primarily as a result of the tax
on foreign earnings which cannot be offset by losses incurred in the Unites States for which we have a valuation allowance. We recorded an income tax benefit of $3 million for the three months
ended March 31, 2007 primarily as a result of the benefit of foreign losses, offset by the impact of a valuation allowance on certain deferred tax assets.

Liquidity and Capital Resources

Our principal source of liquidity is cash flow generated from operations, including working capital. The principal uses of cash are to
fund planned operating expenditures, capital expenditures, including investments in products and technology offerings, interest payments on debt and any mandatory or discretionary principal payments
on debt issuances. As of March 31, 2008, our financing needs were supported by $279 million of available capacity under our revolving credit facility reflecting the available capacity of
$300 million less $21 million of foreign currency denominated letters of credit.

Cash Flows

At March 31, 2008, we had $207 million of cash and cash equivalents, a decrease of $102 million as compared to
December 31, 2007. The following table summarizes such decrease:

Three Months
Ended
March 31,

Change2007

2008

$Cash provided by (used in):Operating activities

$
161

$
(51
)
$
(212
)Investing activities


(35
)

(17
)

18Financing activities


(4
)

(38
)

(34
)Effects of exchange rate changes


1


4


3Net change in cash and cash equivalents from continuing operations

$
123

$
(102
)
$
(225
)


Operating Activities.For the three months ended March 31, 2008, our cash used in operations was
$51 million, a decrease of $212 million as compared to the three months ended March 31, 2007. The decrease primarily is due to (i) the deconsolidation of Orbitz Worldwide,
which generated approximately $147 million of cash from operating activities during the three months ended March 31, 2007, and (ii) the timing of cash collected from airlines
within our GDS business, which resulted in a cash use of $48 million during 2008 compared to a cash source of $37 million for 2007.

32

---



Investing Activities.The use of cash from investing activities for the three months ended March 31, 2008 was driven by $13 million of capital
expenditures and $3 million of acquisition related payments. The use of cash from investing activities for the three months ended March 31, 2007 was driven by $31 million of
capital expenditures, including $14 million by Orbitz Worldwide, and $5 million of cash used for business acquisitions.

Financing Activities.The use of cash from financing activities for the three months ended March 31, 2008 was due to $38 million in cash used to
repurchase debt in 2008. The use of cash from financing activities for the three months ended March 31, 2007 was due to $6 million in debt repayments partially offset by
$2 million received from the purchase of equity by management.

Debt and Financing Arrangements

During the three months ended March 31, 2008, we repurchased approximately $44 million in aggregate principal amount of
notes at a discount, resulting in $9 million of gain from early extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated facility and
Euro-denominated notes increased by approximately $87 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instrument contracts.
The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on our Consolidated Condensed Balance Sheet. We repaid approximately $3 million of debt
under our senior secured credit facility as required under the senior secured credit agreement. As of March 31, 2008, there were no borrowings outstanding under the revolving credit facilities,
approximately $124 million of commitments outstanding under the synthetic letter of credit facility and approximately $21 million of non U.S. dollar letter of credit commitments
outstanding under the revolving credit facility. Included in these amounts are commitments of approximately $73 million in letters of credit issued by us on behalf of Orbitz Worldwide pursuant
to our Separation Agreement with Orbitz Worldwide.

As
of March 31, 2008, we were in compliance with all restrictive and financial covenants related to our long-term debt.

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, Euro-denominated term loan debt and notes 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 we utilize do not qualify for hedge accounting treatment under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely offset the
impact of changes in the value of the underlying risk that they are intended to economically hedge.

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 financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at March 31, 2008 was to
interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. We currently use interest rate swaps as the derivative instrument in these hedging
strategies. The derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges.

33

---



Contractual Obligations

Our future contractual obligations have not changed significantly from the amounts reported within our 2007 financial statements
included in our Annual Report on Form 10-K/A filed with the SEC on September 26, 2008. 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 March 31, 2008
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/A for the year ended December 31, 2007 filed with the SEC on
September 26, 2008.

Item 4.    Controls and Procedures



34

---





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/A for the year ended December 31, 2007 filed with the SEC on September 26, 2008.

Item 1A.    Risk Factors

There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K/A for the
year ended December 31, 2007 filed with the SEC on September 26, 2008.

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.

35

---





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: September 26, 2008

/s/ Michael E. Rescoe
Michael E. Rescoe Executive Vice President and Chief Financial OfficerDate: September 26, 2008

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


36

---





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

Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM
Credit LLC (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*10.2

Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM
Credit LLC (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*10.3

Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM
Credit LLC (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*31.1

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


---

37

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