Use these links to rapidly review the documentTable of Contents



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



---







Table of Contents



PagePART I

Financial Information

1Item 1.

Financial Statements

1Consolidated Condensed Statements of Operations for the Three and
Nine Months Ended September 30, 2008 and 2007

1Consolidated Condensed Balance Sheets as of September 30,
2008 and December 31, 2007

2Consolidated Condensed Statements of Cash Flows for the Nine
Months Ended September 30, 2008 and 2007

3Consolidated Condensed Statement of Changes in Shareholders'
Equity for the Nine Months Ended September 30, 2008

4Notes to Consolidated Condensed Financial
Statements

5Item 2.

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

27Item 3.

Quantitative and Qualitative Disclosures About Market
Risk

40Item 4.

Controls and Procedures

40PART II

Other Information

42Item 1.

Legal Proceedings

42Item 1A.

Risk Factors

42Item 2.

Unregistered Sales of Equity Securities and Use of
Proceeds

42Item 3.

Defaults upon Senior Securities

42Item 4.

Submission of Matters to a Vote of Security Holders

42Item 5.

Other Information

42Item 6.

Exhibits

42Signatures

43


---





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 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
amended Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the Securities and Exchange

i

---



Table of Contents

Commission
(the "SEC") on September 26, 2008, 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 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.

ii

---





Table of Contents

PART IFINANCIAL INFORMATION

Item 1.    Financial Statements

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

Three Months
Ended
September 30, 2007

Three Months
Ended
September 30, 2008

Nine Months
Ended
September 30, 2007

Nine Months
Ended
September 30, 2008Net revenue

$
754

$
634

$
2,135

$
2,003Costs and expensesCost of revenue


298


308


863


1,010Selling, general and administrative


297


162


859


503Separation and restructuring charges





5


29


19Depreciation and amortization


70


65


175


194Other expense, net





1


2


1Total costs and expenses


665


541


1,928


1,727Operating income


89


93


207


276Interest expense, net


(113
)

(84
)

(281
)

(222
)Other expense, net


(1
)




(1
)

Gain on early extinguishment of debt





11





29Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments, net


(25
)

20


(75
)

83Provision for income taxes


(26
)

(10
)

(31
)

(33
)Minority interest in loss of consolidated subsidiaries, net of tax


1





1


Equity in losses of investments, net





(138
)




(148
)Loss from continuing operations, net of tax


(50
)

(128
)

(105
)

(98
)Loss from discontinued operations








(1
)

Net loss

$
(50
)
$
(128
)
$
(106
)
$
(98
)


See
Notes to Consolidated Condensed Financial Statements

1

---





Table of Contents

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in millions, except share data)

December 31, 2007

September 30, 2008AssetsCurrent assets:Cash and cash equivalents

$
309

$
268Accounts receivable, net


417


496Deferred income taxes


9


9Other current assets


252


223Assets of discontinued operations


36


Total current assets


1,023


996Property and equipment, net


532


501Goodwill


1,757


1,742Trademarks and tradenames


510


502Other intangible assets, net


1,717


1,592Investment in Orbitz Worldwide


366


215Non-current deferred income taxes


3


1Other non-current assets


242


211Total assets

$
6,150

$
5,760Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
191

$
213Accrued expenses and other current liabilities


827


815Current portion of long-term debt and revolver borrowings


17


132Deferred income taxes





1Liabilities of discontinued operations


8


Total current liabilities


1,043


1,161Long-term debt


3,751


3,533Deferred income taxes


261


240Other non-current liabilities


209


166Total liabilities


5,264


5,100Commitments and contingencies (note 10)Shareholders' equity:Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding





Additional paid in capital


1,317


1,257Accumulated deficit


(594
)

(692
)Accumulated other comprehensive income


163


95Total shareholders' equity


886


660Total liabilities and shareholders' equity

$
6,150

$
5,760


See
Notes to Consolidated Condensed Financial Statements

2

---





Table of Contents

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

Nine Months Ended
September 30, 2007

Nine Months Ended
September 30, 2008Operating activities of continuing operationsNet loss

$
(106
)
$
(98
)Loss from discontinued operations


1


Loss from continuing operations


(105
)

(98
)Adjustments to reconcile net loss to net cash provided by operating activities from continuing operationsDepreciation and amortization


175


194Deferred income taxes


(1
)

(8
)Provision for bad debts


6


6FASA liability





(25
)Amortization of debt issuance costs


34


16Non-cash charges related to tax sharing liability


11


Gain on early extinguishment of debt





(29
)Unrealized gains on interest rate derivatives





(17
)Equity based compensation


23


Equity in losses of investments, net





148Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(69
)

(100
)Other current assets


(19
)

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


214


74Other


(32
)

(13
)Net cash provided by operating activities of continuing operations


237


140Investing activities of continuing operationsProperty and equipment additions


(80
)

(71
)Businesses acquired, net of cash and acquisition related payments


(1,058
)

4Proceeds from asset sales


55


7Other


(25
)

(4
)Net cash used in investing activities of continuing operations


(1,108
)

(64
)Financing activities of continuing operationsProceeds from borrowings


1,640


113Principal payments on borrowings


(1,091
)

(165
)Issuance of common stock


5


Distribution to a parent company





(60
)Proceeds from Orbitz Worldwide IPO


477


Contribution from Parent


135


Debt issuance costs


(25
)

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


1,141


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


5


(5
)Net increase (decrease) in cash and cash equivalents from continuing operations


275


(41
)Cash provided by (used in) discontinued operationsOperating activities


2


Investing activities


(2
)

Cash and cash equivalents at beginning of period


87


309Cash and cash equivalents at end of period


362


268Less cash of discontinued operations


(2
)

Cash and cash equivalents of continuing operations

$
360

$
268Supplemental disclosure of cash flow informationInterest payments

$
272

$
235Income tax payments, net

$
18

$
19


See Notes to Consolidated Condensed Financial Statements

3

---





Table of Contents

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
Shareholders'
EquityBalance as of January 1, 2008

$


$
1,317

$
(594
)
$
163

$
886Distribution to a parent company





(60
)







(60
)Net loss








(98
)

Currency translation adjustment, net of tax of $0











(63
)Unrealized loss on cash flow hedges, net of tax of $0











(3
)Unrealized gain on investments, net of tax of $0











(2
)Total comprehensive income














(166
)Balance as of September 30, 2008

$


$
1,257

$
(692
)
$
95

$
660


See
Notes to Consolidated Condensed Financial Statements

4

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED 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 offering broad based business services to companies operating in
the global travel industry. The Company is comprised of Travelport GDS, a global distribution system business that includes the Worldspan and Galileo brands ("GDS"); Gullivers Travel Associates
("GTA"), a group travel and wholesale hotel business; Business Intelligence Services, a data analysis business; and IT Services and Software, which hosts mission critical applications and provides
business solutions for major airlines. 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.

In
presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), management
makes 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 interim
results reported. 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 amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007 filed with the SEC on
September 26, 2008.

2. 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. 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

5

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Recently Issued Accounting Pronouncements (Continued)

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 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 of the asset or liability 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 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 amounts include fair value adjustments related to our own credit risk and counterparty
credit risk. These pricing models are categorized within Level 2 of the fair value hierarchy.

The
adoption of SFAS No. 157 did not have a significant impact on the Company's results of operations or balance sheet as of January 1, 2008. At September 30, 2008,
the fair value of the derivative contracts in an asset position reflected an adjustment of approximately $5 million due to the credit assessment of the counterparty, while the fair value of
derivative contracts in a liability position reflected adjustments of less than $1 million due to the credit assessment of the Company. See Note 9, Fair Value Disclosures, for additional
information.

In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"), which established principles and requirements for the reporting entity in a
business combination, including recognition and measurement in the financial statements of (i) the identifiable assets acquired, (ii) the liabilities assumed, (iii) any
non-controlling interest in the acquiree,

6

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Recently Issued Accounting Pronouncements (Continued)

(iv) goodwill
or a gain from a bargain purchase and (v) adjustments associated with changes in tax contingencies that occur after the measurement period, not to exceed one year, are to
be recorded as adjusted income. This statement also established disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination.
SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008; however, the guidance in this standard regarding the treatment of income tax contingencies is retrospective to business combinations completed prior to December 31,
2008. The impact that the adoption of this statement will have on the Company's results of operations or financial condition will depend on future acquisitions.

In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interest in Consolidated Financial Statementsan amendment of ARB No. 51" ("SFAS
No. 160"). SFAS No. 160 requires that a non-controlling interest in a subsidiary be separately reported within equity and the amount of consolidated net income attributable
to the non-controlling interest be presented in the statement of operations. SFAS No. 160 also calls for consistency in reporting changes in the parent's ownership interest in a
subsidiary and necessitates fair value measurement of any non-controlling equity investment retained in a deconsolidation. SFAS No. 160 is effective for fiscal periods beginning
after December 15, 2008. The Company will adopt SFAS No. 160 on January 1, 2009, as required, and is currently evaluating the impact of such adoption on its financial statements.

3. 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
September 30, 2007

Nine Months Ended
September 30, 2007Net revenue

$
7

$
22Costs and expensesCost of revenue


3


9Selling general and administrative


4


12Depreciation and amortization





2Total costs and expenses


7


23Loss before income taxes





(1
)Provision for income taxes





Loss from discontinued operations, net of tax

$


$
(1
)


7

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

4. Separation and Restructuring Charges

Separation and restructuring charges consisted of:

Three Months
Ended
September 30,
2007

Three Months
Ended
September 30,
2008

Nine Months
Ended
September 30,
2007

Nine Months
Ended
September 30,
2008Separation costs

$
1

$


$
5

$
Restructuring charges


(1
)

5


24


19$


$
5

$
29

$
19


Separation Costs

The Company incurred separation costs of $1 million for the three months ended September 30, 2007 primarily related to
employee retention plans. For the nine months ended September 30, 2007, separation costs of $5 million consisted of $2 million related to employee retention plans and
$3 million of professional fees.

Restructuring Charges

During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into the
Company's 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 nine months ended
September 30, 2008 are summarized as follows:

Balance at January 1, 2008

$
8Restructuring charges


19Cash payments


(20
)Balance at September 30, 2008

$
7


Included
within the $19 million of restructuring charges incurred during the nine months ended September 30, 2008 are $17 million related to the Worldspan
restructuring plan and $2 million related to the 2006 restructuring plan.

Approximately
$3 million and $2 million of the restructuring charges incurred during the three months ended September 30, 2008 have been recorded within the GDS
segment and Corporate and other, respectively. For the nine months ended September 30, 2008, approximately $12 million and $2 million of the restructuring charges have been
recorded within the GDS and GTA segments, respectively, and approximately $5 million has been recorded within Corporate and other. The Company expects to incur additional restructuring charges
of approximately $2 million during 2008, primarily within Corporate and other.

8

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

4. Separation and Restructuring Charges (Continued)

For
the nine months ended September 30, 2007, approximately $20 million, $2 million and $1 million of the restructuring charges have been recorded within the
GDS, GTA and Orbitz Worldwide segments, respectively, and approximately $1 million has been recorded within Corporate and other. These restructuring charges relate to the 2006 restructuring
plan. During the three months ended September 30, 2007, there was a $1 million reduction in restructuring expense in the GDS segment.

5. Other Current Assets

Other current assets consisted of:

As of December 31,
2007

As of September 30,
2008Derivative contracts

$
101

$
87Prepaid expenses


46


43Sales and use tax receivables


37


42Other


68


51$
252

$
223


6. Intangible Assets

Intangible assets consisted of:

As of December 31, 2007

As of September 30, 2008Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
AmountNon-Amortizable Intangible AssetsGoodwill

$
1,757







$
1,742Trademarks and tradenames

$
510







$
502Amortizable Intangible AssetsCustomer relationships

$
1,826

$
157

$
1,669

$
1,803

$
257

$
1,546Vendor relationships and other


52


4


48


51


5


46$
1,878

$
161

$
1,717

$
1,854

$
262

$
1,592


9

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

6. Intangible Assets (Continued)

The changes in the carrying amount of goodwill for the Company between December 31, 2007 and September 30, 2008 were as follows:

Balance
as of
December 31,
2007

Goodwill
Acquired in
2008

Adjustments
to Goodwill
Acquired in
2007

Foreign
Exchange

Balance
as of
September 30,
2008GDS

$
948

$
1

$
14

$


$
963GTA


809








(30
)

779$
1,757

$
1

$
14

$
(30
)
$
1,742


The
adjustments to goodwill acquired in 2007 are primarily the result of a $10 million adjustment to the purchase price of Worldspan. During the three months ended
September 30, 2008, the Company corrected an immaterial error in the purchase price allocation related to the Worldspan acquisition. This adjustment decreased property, plant and equipment by
approximately $2 million and increased goodwill by approximately $2 million.

The
purchase price allocation related to the Worldspan acquisition was completed during the three months ended June 30, 2008.

Amortization
expense relating to all intangible assets was:

Three Months
Ended
September 30,
2007

Three Months
Ended
September 30,
2008

Nine Months
Ended
September 30,
2007

Nine Months
Ended
September 30,
2008Customer relationships

$
32

$
36

$
95

$
106Vendor relationships and other


4


1


4


2Total

$
36

$
37

$
99

$
108


The
Company expects amortization expense relating to intangible assets to be approximately $34 million for the remainder of 2008 and $140 million, $140 million,
$136 million, $130 million and $128 million for each of the five succeeding fiscal years, respectively.

7. 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 and regularly reviews the carrying value of this investment. As of
September 30, 2008, the Company's investment in Orbitz Worldwide was $215 million. The Company has recorded losses of $138 million and $148 million related to its
investment in Orbitz Worldwide for the three and nine months ended September 30, 2008, respectively, within equity in losses of investments, net on the Consolidated Condensed Statements of
Operations. These losses are primarily the result of a non-cash impairment charge of

10

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Orbitz Worldwide (Continued)

$297 million
recorded by Orbitz Worldwide discussed in further detail below. Presented below are the summary results of operations for the three and nine months ended September 30, 2008
for Orbitz Worldwide.

Statement of Operations

Three Months Ended
September 30, 2008

Nine Months Ended
September 30, 2008Net revenue

$
240

$
690Operating expenses


219


655Operating income


21


35Impairment of long-lived assets


(297
)

(297
)Interest expense, net


(16
)

(47
)Loss before income taxes


(292
)

(309
)Income tax benefit


5


2Net loss

$
(287
)
$
(307
)


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, 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 Sheets within accrued expenses and other current liabilities.



In connection with the preparation of its financial statements for the three months ended September 30, 2008, Orbitz Worldwide
performed an interim impairment test of its goodwill, trademarks and tradenames. As a result of these tests, 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 during the
three months ended September 30, 2008, of which $210 million related to goodwill, $74 million related to trademarks and tradenames and $13 million related to customer
relationships.

11

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Long-Term Debt

Long-term debt consisted of:

Maturity

As of
December 31,
2007

As of
September 30,
2008Senior Secured Credit FacilityTerm loan facilityDollar-denominated

August 2013

$
1,723

$
1,715Euro-denominated

August 2013


510


493Senior notesDollar-denominated floating rate notes

September 2014


150


144Euro-denominated floating rate notes

September 2014


343


24597/8% notes

September 2014


450


443Senior subordinated notes117/8% Dollar-denominated notes

September 2016


300


247107/8% Euro-denominated notes

September 2016


233


207Revolver borrowings







113Capital leases and other




59


58Total debt




3,768


3,665Less: current portion and revolver borrowings




17


132Long-term debt



$
3,751

$
3,533


During
the nine months ended September 30, 2008, the Company repurchased approximately $180 million aggregate principal amount of notes at a discount, resulting in a
$29 million gain from early extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated term loan facility and Euro-denominated
notes decreased by approximately $27 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. During the nine months ended September 30,
2008, the Company repaid approximately $8 million of debt under its senior secured credit facility as required under the senior secured credit agreement and approximately $6 million as
required under its capital leases.

As
of September 30, 2008, there were $113 million of borrowings outstanding under the Company's revolving credit facility, approximately $145 million of commitments
outstanding under the Company's synthetic letter of credit facility and approximately $10 million of non-U.S. dollar letter of credit commitments outstanding under the Company's
revolving credit facility. Included in these amounts are commitments of approximately $75 million in letters of credit issued by the Company on behalf of Orbitz Worldwide pursuant to the
Separation Agreement with Orbitz Worldwide.

12

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Long-Term Debt (Continued)

The
senior notes and senior subordinated notes are guaranteed by the Company's subsidiaries incorporated in the U.S. with the exception of Galileo International Technology, LLC.
See Note 15Guarantor and Non-Guarantor Consolidating Condensed Financial Statements.

On
September 15, 2008, it was reported that Lehman Brothers Holdings Inc. ("Lehman") filed for protection under Chapter 11 of the federal Bankruptcy Code in the
United States Bankruptcy Court in the Southern District of New York. The Company has an aggregate revolving credit facility commitment of $300 million with a consortium of banks, including
Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of Lehman. As of September 15, 2008, LCPI's total commitment within the Company's credit facility was $30 million. The Company
also currently has $10 million of outstanding letter of credit commitments under its revolving credit facility, none of which were issued by LCPI. On September 18, 2008, the Company
attempted to borrow $125 million under the revolving credit facility; however, LCPI failed to fund its pro-rata commitment of $12 million. Each of the remaining banks within
the revolving credit facility did fund their pro-rata commitment, resulting in $113 million of net funds received by the Company. In October 2008, the Company attempted to borrow
$75 million and €66.0 million, respectively, under the revolving credit facility; however LCPI failed to fund its pro-rata commitments of $7 million
and €7 million, respectively. Each of the remaining banks within the revolving credit facility did fund their pro-rata commitment, resulting in $68 million
and €59 million of net funds received by the Company. The Company has no assurances that LCPI will participate in any future funding requests under the revolving credit
facility. While the Company is exploring options to replace Lehman's commitment within the facility, it cannot guarantee that it will be able to obtain such replacement loan commitments from other
banks. However, the Company believes that it has sufficient liquidity to conduct its normal operations and does not believe that the reduction in available capacity under its revolving credit facility
will have a material impact on its short-term or long-term liquidity requirements.

9. Fair Value Disclosures

The Company's 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 2, Recently Issued Accounting Pronouncements, for a
discussion of the Company's polices regarding this hierarchy.

13

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Fair Value Disclosures (Continued)

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
September 30, 2008Marketable SecuritiesLeve1 1Quoted Prices in Active Markets

$
4

$
4DerivativesLevel 2Significant Other Observable InputsUnrealized foreign exchange gains on foreign currency interest rate swaps


133


82Foreign exchange forwardsassets


1


1Foreign exchange forwardsliabilities


(5
)

(6
)Unrealized loss on interest rate swaps


(37
)

(17
)


The
unrealized foreign exchange gains on foreign currency interest rate swaps include a non-cash gain of $17 million resulting from the Company's interest rate hedging
programs and has been recorded as a reduction to interest expense.

10. 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.

In
connection with the Company's existing NDC arrangements in the Middle East, the Company is involved in a dispute with one of its existing NDC partners regarding the payment of certain
fees. The Company intends to defend vigorously any claims brought against the Company and to pursue vigorously appropriate cross-claims. While no assurances can be provided, the Company does not
believe the outcome of this dispute will have a material adverse effect on the Company's results of operations or its liquidity condition.

Other
than as disclosed above, there are no new significant claims, legal proceedings or inquiries from those previously disclosed as of December 31, 2007.

14

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

10. 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.

15

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Equity-Based Compensation

Travelport Equity-Based Long Term Incentive Program

The Company introduced an equity-based long term incentive program in 2006 for the purpose of retaining certain key employees. Under
this program, key employees were granted restricted equity units and profit interests in the partnership that owns 100% of the Company. The board of directors of the partnership approved the grant of
up to approximately 120 million restricted equity units. In December 2007, the equity award program was amended and resulted in the conversion of all profit interests at fair market value into
Class A-2 Units, which, along with all outstanding restricted equity units except those granted under the Supplemental Profit Sharing Plan were vested immediately. In July 2008, the
board of directors of the partnership approved the
grant of 1.3 million restricted equity units, of which approximately 0.8 million vest in one year and approximately 0.5 million vest over four years.

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

Restricted Equity UnitsClass A-2Number
of Shares

Weighted
Average
Grant Date
Fair ValueBalance, December 31, 2007


110,001,463

$
2.10Granted at fair market value


1,334,438

$
1.96Balance, September 30, 2008.


111,335,901

$
2.10


The
Company recorded non-cash equity compensation expense related to the Supplemental Profit Sharing Plan of less than $1 million for both the three and nine months
ended September 30, 2008. For the three and nine months ended September 30, 2007, the Company recorded $8 million and $15 million of non-cash equity
compensation expense, respectively. In addition, the Company recorded $2 million and $8 million of non-cash equity compensation expense, for the three and nine months ended
September 30, 2007, respectively, under the Travelport 2007 Supplemental Profit Sharing Plan.

12. Equity

During the three months ended September 30, 2008, the Company made $60 million of cash distributions to its parent company.

13. Segment Information

Management evaluates the performance of the Company based upon net revenue and segment "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.

16

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

13. 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 segment EBITDA adjusted to exclude the impact of deferred revenue written off
due to purchase accounting on the acquisition of Travelport by affiliates of Blackstone and TCV, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from
Cendant, expenses incurred to acquire and integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line
travel platform, non-cash equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

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

Three
Months Ended
September 30,
2007

Three
Months Ended
September 30,
2008

Nine
Months Ended
September 30,
2007

Nine
Months Ended
September 30,
2008GDSNet revenue

$
449

$
531

$
1,271

$
1,715Segment EBITDA


122


146


357


474GTANet revenue


103


103


248


288Segment EBITDA


38


47


63


92Orbitz WorldwideNet revenue


225





672


Segment EBITDA


38





87


Corporate and otherEBITDA(a)


(40
)

(24
)

(126
)

(67
)Intersegment eliminations(b)Net revenue


(23
)




(56
)

Consolidated TotalsNet revenue

$
754

$
634

$
2,135

$
2,003EBITDA

$
158

$
169

$
381

$
499


---

17

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

13. Segment Information (Continued)

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

Three
Months Ended
September 30,
2007

Three
Months Ended
September 30,
2008

Nine
Months Ended
September 30,
2007

Nine
Months Ended
September 30,
2008EBITDA

$
158

$
169

$
381

$
499Interest expense, net


(113
)

(84
)

(281
)

(222
)Depreciation and amortization


(70
)

(65
)

(175
)

(194
)Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments, net

$
(25
)
$
20

$
(75
)
$
83


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

As of
December 31,
2007

As of
September 30,
2008GDS

$
3,228

$
3,141GTA


2,087


2,025Corporate and other


835


594Total

$
6,150

$
5,760


14. Related Party Transactions

On May 8, 2008, the Company entered into a new Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV, pursuant to which Blackstone and
TCV render monitoring, advisory and consulting services to the Company. Pursuant to the new agreement, payments made by the Company in 2008, 2010 and subsequent years are credited against the lump sum
fee of approximately $57.5 million owed to affiliates of Blackstone and TCV pursuant to the election made by Blackstone and TCV on December 31, 2007 under the original August 2006
Transaction and Monitoring Fee Agreement to receive, in lieu of annual payments of the monitoring fee, a single lump sum cash payment in consideration of the termination of the appointment of
Blackstone and TCV to render services to the Company under the original agreement.

In
connection with the new Transaction and Monitoring Fee Agreement, the Company recorded approximately $2 million and $5 million of expense during the three and nine
months ended September 30, 2008, respectively.

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following unaudited consolidating condensed financial information presents the Company's Consolidating Condensed Balance Sheet as of September 30, 2008 and December 31,
2007 and the Consolidating Condensed Statements of Operations for the three and nine months ended

18

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

September 30,
2008 and 2007 and Consolidating Condensed Statements of Cash Flows for the nine months ended September 30, 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.

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS    For the Three Months Ended September 30, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
281

$
502

$
(29
)
$
754Cost and expensesCost of revenue











154


173


(29
)

298Selling, general and administrative











48


249





297Depreciation and amortization











37


33





70Other expense (income), net











1


(1
)




Total costs and expenses











240


454


(29
)

665Operating income











41


48





89Interest income (expense), net


2





(102
)

1


(14
)




(113
)Other expense, net














(1
)




(1
)Equity in earnings (losses) of subsidiaries, net


(52
)

(62
)

39








75


Income (loss) before income taxes and minority interest


(50
)

(62
)

(63
)

42


33


75


(25
)Minority interest in losses of consolidated subsidiaries, net of tax





1














1Provision for income taxes











(1
)

(25
)




(26
)Income (loss) from continuing operations, net of tax


(50
)

(61
)

(63
)

41


8


75


(50
)Loss from discontinued operations, net of tax




















Net income (loss)

$
(50
)
$
(61
)
$
(63
)
$
41

$
8

$
75

$
(50
)


19

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS    For the Nine Months Ended September 30, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
948

$
1,243

$
(56
)
$
2,135Cost and expensesCost of revenue











451


468


(56
)

863Selling, general and administrative











208


651





859Separation and restructuring charges











29








29Depreciation and amortization











103


72





175Other expense, net











2








2Total costs and expenses











793


1,191


(56
)

1,928Operating income











155


52





207Interest income (expense), net


9





(275
)

(1
)

(14
)




(281
)Other expense, net














(1
)




(1
)Equity in earnings (losses) of subsidiaries, net


(115
)

(126
)

154








87


Income (loss) before income taxes and minority interest


(106
)

(126
)

(121
)

154


37


87


(75
)Minority interest in earnings of consolidated subsidiaries, net of tax





1














1Provision for income taxes











(4
)

(27
)




(31
)Income (loss) from continuing operations, net of tax


(106
)

(125
)

(121
)

150


10


87


(105
)Loss from discontinued operations, net of tax














(1
)




(1
)Net income (loss)

$
(106
)
$
(125
)
$
(121
)
$
150

$
9

$
87

$
(106
)


20

---





Table of Contents

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

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











146


162





308Selling, general and administrative


7





(4
)

49


110





162Separation and restructuring charges











3


2





5Depreciation and amortization











48


17





65Other expense, net














1





1Total costs and expenses


7





(4
)

246


292





541Operating income (loss)


(7
)




4


36


60





93Interest expense, net








(79
)

(5
)







(84
)Gain on early extinguishment of debt








11











11Equity in earnings (losses) of subsidiaries, net


(121
)

(11
)

53








79


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


(128
)

(11
)

(11
)

31


60


79


20(Provision) benefit for income taxes











22


(32
)




(10
)Equity in losses of investments, net





(138
)













(138
)Net income (loss)

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

$
28

$
79

$
(128
)


21

---





Table of Contents

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

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











482


528





1,010Selling, general and administrative


2








65


436





503Separation and restructuring charges











12


7





19Depreciation and amortization











136


58





194Other expense, net














1





1Total costs and expenses


2








695


1,030





1,727Operating income (loss)


(2
)







175


103





276Interest expense, net








(209
)

(13
)







(222
)Gain on early extinguishment of debt








29











29Equity in earnings (losses) of subsidiaries, net


(96
)

1


181








(86
)

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


(98
)

1


1


162


103


(86
)

83(Provision) benefit for income taxes











19


(52
)




(33
)Equity in losses of investments, net





(148
)













(148
)Net income (loss)

$
(98
)
$
(147
)
$
1

$
181

$
51

$
(86
)
$
(98
)


22

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

15. 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

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED BALANCE SHEET    As of September 30, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
116

$


$


$
72

$
80

$


$
268Accounts receivable, net











90


406





496Deferred income taxes











4


5





9Other current assets


2





86


37


98





223Total current assets


118





86


203


589





996Investment in subsidiary/intercompany


542


(839
)

2,661








(2,364
)

Property and equipment, net











419


82





501Goodwill











987


755





1,742Trademarks and tradenames











313


189





502Other intangible assets, net











967


625





1,592Investment in Orbitz Worldwide





215














215Non-current deferred income taxes











1








1Other non-current assets


6





35


123


47





211Total assets

$
666

$
(624
)
$
2,782

$
3,013

$
2,287

$
(2,364
)
$
5,760Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
29

$
184

$


$
213Accrued expenses and other current liabilities


6


43


14


143


609





815Current portion of long-term debt and revolver borrowings








123


9








132Deferred income taxes














1





1Total current liabilities


6


43


137


181


794





1,161Long-term debt








3,484


49








3,533Deferred income taxes











28


212





240Other non-current liabilities











94


72





166Total liabilities


6


43


3,621


352


1,078





5,100Total shareholders' equity/intercompany


660


(667
)

(839
)

2,661


1,209


(2,364
)

660Total liabilities and shareholders' equity

$
666

$
(624
)
$
2,782

$
3,013

$
2,287

$
(2,364
)
$
5,760


24

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activities of continuing operationsNet income (loss)

$
(106
)
$
(125
)
$
(121
)
$
150

$
9

$
87

$
(106
)Loss from discontinued operations














1





1Income (loss) from continuing operations


(106
)

(125
)

(121
)

150


10


87


(105
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











103


72





175Deferred income taxes











2


(3
)




(1
)Provision for bad debts











1


5





6Amortization of debt issuance costs








34











34Non-cash charges related to tax sharing liability











9


2





11Equity based compensation











23








23Changes in assets and liabilities, net of effects from acquisitionsAccounts receivable











(86
)

17





(69
)Other current assets











5


(24
)




(19
)Accounts payable, accrued expenses and other current liabilities











(20
)

234





214Investment in subsidiaries


115


126


(154
)







(87
)

Other





(1
)

3


(47
)

13





(32
)Net cash provided by (used in) operating activities of continuing operations


9





(238
)

140


326





237Investing activities of continuing operationsProperty and equipment additions











(62
)

(18
)




(80
)Acquisition related payments











(1,058
)







(1,058
)Proceeds from asset sales














55





55Net intercompany funding


(626
)




289


1,218


(881
)




Other











(25
)







(25
)Net cash provided by (used in) investing activities of continuing operations


(626
)




289


73


(844
)




(1,108
)Financing activities on continuing operationsProceeds from borrowing








1,040





600





1,640Principal payments on borrowings








(1,091
)










(1,091
)Issuance of common stock


5

















5Proceeds from Orbitz Worldwide IPO


477

















477Contribution from parent


135

















135Debt issuance costs














(25
)




(25
)Net cash provided by (used in) financing activities of continuing operations


617





(51
)




575





1,141Effect of changes in exchange rates on cash and cash equivalents














5





5Net increase in cash and cash equivalents from continuing operations











213


62





275Cash provided by (used in) discontinued operationsOperating activities














2





2Investing activities














(2
)




(2
)Cash and cash equivalents at beginning of period











19


68





87Cash and cash equivalents at end of period











232


130





362Less cash of discontinued operations














(2
)




(2
)Cash and cash equivalents of continuing operations

$


$


$


$
232

$
128

$


$
360


25

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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 activities of continuing operationsNet income (loss)

$
(98
)
$
(147
)
$
1

$
181

$
51

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











136


58





194Deferred income taxes











2


(10
)




(8
)Provision for bad debts











4


2





6FASA liability











(25
)







(25
)Amortization of debt issuance costs


2





11


3








16Equity in losses of investments, net





148














148Equity in losses of subsidiaries


96


(1
)

(181
)







86


Gain on early extinguishment of debt








(29
)










(29
)Unrealized gain on interest rate derivatives








(17
)










(17
)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


4





7


(53
)

29





(13
)Net cash provided by (used in) operating activities of continuing operations


4





(231
)

247


120





140Investing activities of continuing operationsProperty and equipment additions











(59
)

(12
)




(71
)Acquisition related payments











4








4Proceeds from asset sales











7








7Net intercompany funding


(49
)




277


(115
)

(113
)




Other














(4
)




(4
)Net cash provided by (used in) investing activities of continuing operations


(49
)




277


(163
)

(129
)




(64
)Financing activities of continuing operationsProceeds from borrowing








113











113Principal payments on borrowings








(159
)

(6
)







(165
)Distribution to a parent company


(60
)
















(60
)Net cash used in financing activities of continuing operations


(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 from continuing operations


(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


26

---





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 i of this
Form 10-Q.

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 Octopus Travel, which provides travel products and
services largely to affiliate business partners, such as airlines, financial institutions and travel portals, and services directly to consumers.

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

---



Table of Contents

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Three Months Ended September 30,

Change2007

2008

$

%Net revenue

$
754

$
634

$
(120
)

16Costs and expensesCost of revenue


298


308


10


3Selling, general and administrative


297


162


(135
)

(45
)Separation and restructuring charges





5


5


*Depreciation and amortization


70


65


(5
)

(7
)Other expenses, net





1


1


*Total costs and expenses


665


541


(124
)

(19
)Operating income


89


93


4


4Interest expense, net


(113
)

(84
)

29


26Other expense, net


(1
)




1


100Gain on early extinguishment of debt





11


11


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


(25
)

20


45


180Provision for income taxes


(26
)

(10
)

16


*Minority interest in losses of consolidated subsidiaries, net of tax


1





(1
)

(100
)Equity in losses of investments, net





(138
)

(138
)

*Loss from continuing operations, net of tax


(50
)

(128
)

(78
)

156Loss from discontinued operations, net of tax











Net loss

$
(50
)
$
(128
)
$
(78
)

156


---

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 segment 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

---



Table of Contents

Our
results on a segment basis for the three months ended September 30, 2008 as compared to the three months ended September 30, 2007 are as follows:

Three Months Ended
September 30,

Change2007

2008

$

%GDSNet revenue

$
449
(a)
$
531
(c)
$
82


18Segment EBITDA


122
(b)

146
(d)

24


20GTANet revenue


103


103





Segment EBITDA


38
(e)

47
(f)

9


24Orbitz WorldwideNet revenue


225
(g)




(225
)

*Segment EBITDA


38
(h)




(38
)

*Corporate and other(i)EBITDA


(40
)

(24
)

16


40Intersegment Eliminations(j)Net revenue


(23
)




23


*Consolidated TotalsNet revenue

$
754

$
634

$
(120
)

16EBITDA

$
158

$
169

$
11


7


---

29

---



Table of Contents

Three Months Ended
September 30,2007

2008Corporate and unallocated expenses

$
(22
)
$
(20
)Gain on early extinguishment of debt





11Restructuring and related activities





(2
)Impairment of long-lived assets





(1
)Separation costs


(1
)

Equity compensation and related


(8
)

(2
)Transaction and integration costs


(6
)

(3
)Sponsor monitoring


(2
)

(2
)Loss on foreign currency


(1
)

(5
)$
(40
)
$
(24
)


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

Three Months Ended September 30,2007

2008EBITDA

$
158

$
169Interest expense, net


(113
)

(84
)Depreciation and amortization


(70
)

(65
)Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments, net

$
(25
)
$
20




Net revenue decreased $120 million (16%) and included (i) a $225 million reduction resulting from the
deconsolidation of Orbitz Worldwide, (ii) $104 million of incremental revenue from the acquisition of Worldspan, and (iii) a $23 million increase resulting from the
reduction of intersegment eliminations offset by a $22 million decrease in organic revenue from our GDS segment.

GDS
net revenue increased $82 million (18%), including $104 million of incremental revenue from the Worldspan acquisition. Excluding the incremental net revenue from
Worldspan, GDS net revenue decreased $22 million primarily due to a $19 million decrease in GDS revenue, and a $3 million decrease in IT services revenue. The GDS revenue decrease
is due to a $18 million decrease in booking fees and a $1 million decrease in other GDS revenue. Americas booking fees decreased $9 million (9%) due to an approximate 10% decrease
in segments offset by a 3% increase in yield. EMEA booking fees decreased $5 million (3%) due to an approximate 10% decrease in segments partially offset by a 9% increase in yield. Asia Pacific
booking fees decreased $5 million (8%) due to an approximate 10% decrease in segments partially offset by a 4% increase in yield.

The
decline in segments booked through the GDSs is primarily due to reduced global demand for travel that is attributable to the current global economic conditions, including lowered
consumer confidence, a reduction in airline capacity, reduced business travel and higher ticket prices in response to rising fuel costs.

30

---



Table of Contents

GTA
net revenue remained constant primarily as a result of a 2% increase in total transaction value ("TTV"), offset by lower margins within the GTA consumer business.



Cost of revenue increased $10 million (3%) primarily due to (i) $64 million of incremental costs from the
acquisition of Worldspan, (ii) a $62 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $23 million increase from the reduction of
intersegment eliminations, and (iv) a $3 million increase at GTA offset by a $18 million decrease in organic cost from our GDS segment.

GDS
cost of revenue increased $46 million (19%) due to $64 million of incremental costs as a result of the Worldspan acquisition. Excluding the incremental Worldspan cost
of revenue, GDS cost of revenue decreased $18 million primarily due to a $3 million (2%) decrease in support payments and commissions and a $15 million (31%) decrease in
telecommunications and technology costs. Telecommunications and technology cost reductions reflect restructuring actions initiated in 2006 and synergies realized following the Worldspan acquisition.
These cost saving initiatives resulted in savings of $20 million in 2008 compared to $13 million in 2007 and we have realized $11 million in Worldspan synergies across the GDS
segment in 2008.

GTA
cost of revenue increased $3 million (23%) primarily as a result of incremental costs incurred as a result of an increase in TTV and an increase in transactions for which we
take inventory risk, resulting in increased cost of sales and net revenue. These increases are partially offset by a reduction in commissions expense as a result of the termination of a white-label
agreement within the GTA consumer business.



SG&A decreased $135 million (45%) primarily due to (i) $9 million of incremental costs from the acquisition of
Worldspan, (ii) a $125 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $13 million decrease at GTA, (iv) a $6 million
decrease in Corporate and other while the GDS segment's SG&A remained constant.

GDS
SG&A increased $9 million (11%), including the $9 million of incremental expenses as a result of the Worldspan acquisition. Excluding the incremental Worldspan
expenses, GDS SG&A remained constant primarily due to Worldspan synergies and incremental cost savings realized in 2008, offset by $4 million of incremental integration costs relating to the
Worldspan acquisition. In 2008, we realized $13 million in Worldspan synergies across the GDS segment and $14 million in cost savings as compared to $12 million in 2007.

GTA
SG&A decreased $13 million (25%) primarily as a result of an $11 million reduction in expenses resulting from foreign exchange fluctuations and $1 million of
incremental cost savings initiatives realized in 2008. Our cost savings initiatives have resulted in savings of $3 million in 2008 compared to $2 million in 2007.

Corporate
and other SG&A decreased $6 million (15%) primarily as a result of (i) a $3 million decrease in general corporate and unallocated expenses, (ii) a
$6 million decrease in non-cash equity-based compensation, and (iii) a $3 million decrease project related expenses, partially offset by (iv) $4 million
of incremental foreign exchange losses. The decrease in Corporate and unallocated SG&A includes the impact of our cost savings initiatives, which resulted in savings of $10 million in 2008
compared to $8 million in 2007.

31

---



Table of Contents



Separation and restructuring costs increased $5 million primarily due to a $4 million increase in restructuring charges
in our GDS segment, including $2 million of incremental costs from the acquisition of Worldspan.

During
2007, we recorded an adjustment to reduce restructuring expense by $1 million within our GDS segment. Subsequent to our acquisition by Blackstone, we committed to
additional restructuring actions in the form of global headcount reductions and facility consolidations. Though we began to implement these actions during the fourth quarter of 2006, we continue to
take restructuring actions in 2008 and have incurred $5 million in additional charges in 2008. Approximately $3 million and $2 million of the restructuring costs have been
recorded within the GDS and Corporate and other segments, respectively.



Depreciation and amortization decreased $5 million (7%) primarily due to $13 million of incremental depreciation and
amortization from the acquisition of Worldspan offset by a $16 million decrease in depreciation and amortization due to the deconsolidation of Orbitz Worldwide.



Other expenses, net increased $1 million primarily due to a loss on a sale of assets in 2008.



Interest expense, net decreased $29 million (26%) primarily due to (i) a $19 million reduction in debt issuance
costs as a result of the acceleration of the amortization of our deferred financing costs in 2007 associated with the refinancing of our senior secured credit facilities,
(ii) $13 million of interest expense in 2007 related to Orbitz Worldwide, (iii) a $11 million reduction in expense primarily due to lower interest rates in 2008, and
(iv) a $3 million reduction in interest expense in 2008 as a result of our bond repurchases during the period. These reductions are partially offset by a $9 million increase in
net interest expense related to the assets acquired and liabilities assumed in connection with the acquisition of Worldspan and $8 million of expense related to a derivative that did not
qualify for hedge accounting.



We account for our investment in Orbitz Worldwide under the equity method of accounting. As a result of losses incurred by Orbitz
Worldwide during 2008, we have recorded a loss of $138 million related to our investment. The losses reported by Orbitz Worldwide include a $297 million charge related to an impairment
of its goodwill and intangible assets.



We have an income tax provision of $10 million for the three months ended September 30, 2008 primarily for taxes in
foreign jurisdictions which cannot be offset with the losses in the United States. We recorded an income tax provision of $26 million for the three months ended September 30, 2007.

32

---



Table of Contents

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Nine Months Ended
September 30,

Change2007

2008

$

%Net revenue

$
2,135

$
2,003

$
(132
)

(6
)Costs and expensesCost of revenue


863


1,010


147


17Selling, general and administrative


859


503


(356
)

(41
)Separation and restructuring charges


29


19


(10
)

(34
)Depreciation and amortization


175


194


19


11Other expenses, net


2


1


(1
)

(50
)Total costs and expenses


1,928


1,727


(201
)

(10
)Operating income


207


276


69


33Interest expense, net


(281
)

(222
)

59


21Other expense, net


(1
)




1


100Gain on early extinguishment of debt





29


29


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


(75
)

83


158


211Provision for income taxes


(31
)

(33
)

(2
)

6Minority interest in loss of consolidated subsidiaries, net of tax


1





(1
)

100Equity in losses of investments, net





(148
)

(148
)

*Loss from continuing operations, net of tax


(105
)

(98
)

7


7Loss from discontinued operations, net of tax


(1
)




1


100Net loss

$
(106
)
$
(98
)
$
8


8


---

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 segment 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.

33

---



Table of Contents

Our
results on a segment basis for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007 are as follows:

Nine Months Ended
September 30,

Change2007

2008

$

%GDSNet revenue

$
1,271
(a)
$
1,715
(c)
$
444


35Segment EBITDA


357
(b)

474
(d)

117


33GTANet revenue


248
(e)

288


40


16Segment EBITDA


63
(f)

92
(g)

29


46Orbitz WorldwideNet revenue


672
(h)




(672
)

(100
)Segment EBITDA


87
(i)




(87
)

(100
)Corporate and other(j)EBITDA


(126
)

(67
)

59


47Intersegment Eliminations(k)Net revenue


(56
)




56


100Consolidated TotalsNet revenue

$
2,135

$
2,003

$
(132
)

(6
)EBITDA

$
381

$
499

$
118


31


---

34

---



Table of Contents

Nine Months Ended
September 30,2007

2008Corporate and unallocated expenses

$
(73
)
$
(61
)Gain on early extinguishment of debt





29Impairment in long-lived assets





(1
)Restructuring and related activities


(1
)

(5
)Separation costs


(5
)

Equity compensation and related


(20
)

(2
)Transaction and integration costs


(24
)

(17
)Sponsor monitoring


(5
)

(5
)Gain (loss) on foreign currency


2


(5
)$
(126
)
$
(67
)


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

Nine Months Ended
September 30,2007

2008EBITDA

$
381

$
499Interest expense, net


(281
)

(222
)Depreciation and amortization


(175
)

(194
)Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments, net

$
(75
)
$
83




Net revenue decreased $132 million (6%) and included (i) a $672 million reduction resulting from the
deconsolidation of Orbitz Worldwide, (ii) $469 million of incremental revenue from the acquisition of Worldspan, (iii) a $40 million increase at GTA, and (iv) a
$56 million increase resulting from the reduction of intersegment eliminations offset by a $25 million decrease in organic revenue from our GDS segment.

GDS
net revenue increased $444 million (35%), including $469 million of incremental revenue as a result of the Worldspan acquisition. Excluding the net revenue from
Worldspan, GDS net revenue decreased $25 million primarily due to a $20 million decrease in GDS revenue and a $5 million decrease in IT services revenue. The GDS revenue decrease
is due to a $16 million decrease in booking fees, while other GDS revenue decreased $4 million (4%). Americas booking fees decreased $23 million (7%) primarily due to a 8%
decrease in segments partially offset by a 1% increase in yield. EMEA booking fees increased $8 million (1%) due to a 7% increase in yield partially offset by a 5% decrease in segments. Asia
Pacific booking fees decreased $1 million (1%) due to a 5% decrease in segments partially offset by 4% increase in yield. IT services revenue decreased $5 million primarily due to a
decrease in fares, pricing and eticketing products revenue.

The
decline in segments booked through the GDSs is primarily due to reduced global demand for travel that is attributable to the current global economic conditions, including lowered
consumer

35

---



Table of Contents

confidence,
a reduction in airline capacity, reduced business travel and higher ticket prices in response to rising fuel costs.

GTA
net revenue increased $40 million (16%) primarily as a result of a 10% increase in total transaction value ("TTV") and higher margins on overall sales, partially offset by
lower margins within the GTA consumer business.



Cost of revenue increased $147 million (17%) primarily due to (i) $294 million of incremental costs from the
acquisition of Worldspan, (ii) a $196 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $56 million increase from the reduction of
intersegment eliminations and (iv) a $15 million increase at GTA offset by a $22 million decrease from our GDS segment.

GDS
cost of revenue increased $272 million (40%) including $294 million of incremental costs as a result of the Worldspan acquisition. Excluding the incremental Worldspan
cost of revenue, GDS cost of revenue declined $22 million (3%) primarily due to a $31 million (19%) decrease in telecommunications and technology costs offset by an $9 million
(2%) increase in support payments and commissions. The telecommunications and technology cost reductions are primarily the result of restructuring actions initiated in 2006 and synergies realized
following the Worldspan acquisition. These cost saving initiatives resulted in savings of $54 million in 2008 compared to $32 million in 2007 and we have realized $19 million in
Worldspan synergies across the GDS segment in 2008.

GTA
cost of revenue increased $15 million (40%) primarily as a result of incremental costs incurred as a result of an increase in TTV and an increase in transactions for which we
take inventory risk, resulting in increased cost of sales and net revenue. These increases are partially offset by a reduction in commissions expense as a result of the termination of a white-label
agreement within the GTA consumer businesses.



SG&A decreased $356 million (41%) primarily due to (i) $70 million of incremental costs from the acquisition of
Worldspan, (ii) a $388 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $4 million decrease at GTA, (iv) a $6 million
decrease from our GDS segment and (v) a $28 million decrease in Corporate and other.

GDS
SG&A increased $64 million (31%), including the $70 million of incremental costs as a result of the Worldspan acquisition. Excluding the incremental Worldspan expenses,
GDS SG&A decreased $6 million (3%) primarily as a result of incremental cost saving initiatives and Worldspan synergies realized in 2008 partially offset by $30 million of incremental
integration and transaction costs relating to the Worldspan acquisition. In 2008, we realized $41 million in cost savings as compared to $27 million in 2007, and we realized
$29 million in Worldspan synergies across the GDS segment in 2008.

GTA
SG&A decreased $4 million (3%) primarily as a result of a $7 million reduction in expense resulting from the impact of foreign exchange fluctuations and
$4 million of incremental cost savings initiatives realized during the period partially offset by a $7 million increase in various general administrative and overhead cost incurred to
support the growth in business. Our cost savings initiatives have resulted in savings of $8 million in 2008 compared to $4 million in 2007.

Corporate
and other SG&A decreased $28 million (23%) primarily as a result of (i) an $18 million decrease in non-cash equity-based compensation,
(ii) a $12 million decrease in general corporate and unallocated expense and (iii) a $7 million decrease in transaction and integrations costs, partially offset by (iv)
$7 million in incremental expenses resulting from the impact of foreign exchange fluctuations.

36

---



Table of Contents

SG&A
includes the impact of our cost savings initiatives, which resulted in savings of $29 million in 2008 compared to $19 million in 2007.



Separation and restructuring charges decreased $10 million primarily as a result of a $5 million decrease in separation
costs and a $5 million decrease in restructuring costs, including $4 million of incremental costs from the acquisition of Worldspan. The decrease in
restructuring costs is attributable to decreases of $8 million and $1 million in our GDS and Orbitz Worldwide segments, respectively, offset by an increase of $4 million in
Corporate and other.

During
the nine months ended September 30, 2007, we incurred $24 million in restructuring charges as we committed to various strategic initiatives targeted principally at
reducing costs, enhancing organizational efficiency and consolidating and rationalizing existing processes and facilities. The GDS segment recorded $20 million, the GTA segment recorded
$2 million and the Orbtiz Worldwide segment and Corporate and other segments each recorded $1 million during 2007. Subsequent to the acquisition by Blackstone, we committed to additional
restructuring actions in the form of global headcount reductions and facility consolidations. Though we began to implement these actions during the fourth quarter of 2006, we continue to take
restructuring actions in 2008 and have incurred $19 million in additional charges during the first nine months of 2008, approximately $12 million and $2 million of the
restructuring costs have been recorded within the GDS and GTA segments, respectively, and approximately $5 million has been recorded within Corporate and other.



Depreciation and amortization increased $19 million (11%) due to $47 million of incremental depreciation and amortization
from the acquisition of Worldspan offset by a $41 million decrease in depreciation and amortization due to the deconsolidation of Orbitz Worldwide. On an organic basis, depreciation and
amortization increased $13 million as a result of accelerated depreciation on certain assets in 2008 relating to the integration of the GDS data center.



Interest expense, net decreased $59 million (21%) primarily due to (i) a $21 million reduction in expense due to
lower interest rates in 2008, (ii) $20 million of interest expense in 2007 related to Orbitz Worldwide, (iii) a non-cash gain of approximately $17 million
resulting from our interest rate hedging programs, (iv) a $19 million reduction in debt issuance costs as a result of the acceleration of the amortization of our deferred financing costs
in 2007 associated with the refinancing of our senior secured credit facilities, and (v) a reduction in interest expense of $8 million resulting from our bond repurchases during 2008.
These decreases are partially offset by an increase in interest expense of $27 million, net related to the assets acquired and liabilities assumed in connection with the acquisition of
Worldspan.



We account for our investment in Orbitz Worldwide under the equity method of accounting. As a result of losses incurred by Orbitz
Worldwide during 2008, we have recorded a loss of $148 million related to our investment. The losses reported by Orbitz Worldwide include a $297 million charge related to an impairment
of its goodwill and intangible assets.



We have an income tax provision of $33 million for the nine months ended September 30, 2008 primarily for taxes in
foreign jurisdictions which cannot be offset with the losses in the United States. We recorded an income tax provision of $31 million for the nine months ended September 30, 2007.

37

---





Table of Contents



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 our outstanding indebtedness and any mandatory or
discretionary principal payments of a portion of our outstanding indebtedness. As of September 30, 2008, our financing needs were supported by $147 million of available capacity under
our revolving credit facility, reflecting the available capacity of $270 million less outstanding borrowings of $113 million and $10 million of foreign currency denominated letter
of credit commitments outstanding.

On
September 15, 2008, it was reported that Lehman Brothers Holdings Inc. ("Lehman") filed for protection under Chapter 11 of the federal Bankruptcy Code in the
United States Bankruptcy Court in the Southern District of New York. 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. As of September 15, 2008, LCPI's total commitment within our credit facility was $30 million. We also currently have
$10 million of outstanding letter of credit commitments under our revolving credit facility, none of which were issued by LCPI. On September 18, 2008, we attempted to borrow
$125 million under the revolving credit facility; however, LCPI failed to fund its pro-rata commitment of $12 million. Each of the remaining banks within the revolving
credit facility did fund their pro-rata commitment, resulting in $113 million of net funds received by us. In October 2008, we attempted to borrow $75 million and
€66.0 million, under the revolving credit facility, however LCPI failed to fund its pro-rata commitments of $7 million and €7 million,
respectively. Each of the remaining banks within the revolving credit facility did fund their pro-rata commitment, resulting in $68 million and €59 million,
of net funds received by us. We have no assurances that LCPI will participate in any future funding requests under the revolving credit facility. While we are exploring options to replace Lehman's
commitment within the facility, we cannot guarantee that the Company will be able to obtain such replacement loan commitments from other banks. However, we believe that we have sufficient liquidity to
conduct our normal operations and we do not believe that the reduction in available capacity under our revolving credit facility will have a material impact on our its short-term or
long-term liquidity requirements.

Cash Flows

At September 30, 2008, we had $268 million of cash and cash equivalents, which is a decrease of $41 million as
compared to December 31, 2007. The following table summarizes the components:

Nine Months
Ended
September 30,

Change2007

2008

$Cash provided by (used in):Operating activities

$
237

$
140

$
(97
)Investing activities


(1,108
)

(64
)

1,044Financing activities


1,141


(112
)

(1,253
)Effects of exchange rate changes


5


(5
)

(10
)Net change in cash and cash equivalents from continuing operations

$
275

$
(41
)
$
(316
)


Operating Activities.For the nine months ended September 30, 2008, our cash provided by operations was $140 million, a decrease of
$97 million as compared to the nine months ended September 30, 2007. The decrease primarily is due to the deconsolidation of Orbitz Worldwide, which

38

---



Table of Contents

generated
approximately $65 million of cash from operating activities during the nine months ended September 30, 2007, and changes in our working capital as a result of
$30 million of interest payments and $23 million of bonus payments due to the timing of the payments, and $14 million related to the termination of our arrangement with IBM at our
Denver data center, as well as various other differences.

Investing Activities.The use of cash from investing activities for the nine months ended September 30, 2008 was driven by $71 million of capital
expenditures and $4 million of acquisition related payments. The use of cash from investing activities for the nine months ended September 30, 2007 was driven by $1,058 million of
net cash used to acquire Worldspan and $80 million of capital expenditures, including $36 million used by Orbitz Worldwide, partially offset by $55 million received from asset
sales.

Financing Activities.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 in 2008, $60 million in cash distributions to our parent company and $6 million of capital lease payments, partially offset by $113 million of borrowings on our
revolving credit facility. The source of cash from financing activities for the nine months ended September 30, 2007 was due to $1,040 million borrowed in connection with the acquisition
of Worldspan, $600 million from the Orbitz Worldwide term loan, $477 million of net proceeds generated from the Orbitz Worldwide IPO, a $135 million contribution from our parent
and $5 million from the issuance of capital stock, partially offset by $1,091 million in repayment of term loans with the proceeds of the Orbitz Worldwide IPO and borrowing under its
credit facilities and $25 million of debt issuance costs.

Debt and Financing Arrangements

During the nine months ended September 30, 2008, we repurchased approximately $180 million in aggregate principal amount
of notes at a discount, resulting in a $29 million gain from early extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated facility and
Euro-denominated notes increased by approximately $27 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 $8 million of debt
under our senior secured credit facility as required under the senior secured credit agreement and approximately $6 million as required under our capital leases. As of September 30,
2008, there were $113 million of borrowings outstanding under our revolving credit facility, approximately $145 million of commitments outstanding under the synthetic letter of credit
facility and approximately $10 million of non-U.S. dollar letter of credit commitments outstanding under our revolving credit facility. Included in these amounts are commitments of
approximately $75 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, 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 facility 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,

39

---



Table of Contents

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 September 30, 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. Several derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges.

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 September 30,
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 amended 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



40

---



Table of Contents





41

---



Table of Contents



PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our amended 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 amended 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.

42

---





Table of Contents

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 14, 2008

/s/ MICHAEL E. RESCOE Michael E. Rescoe Executive Vice President and Chief Financial OfficerDate: November 14, 2008

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


43

---





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).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.


44

---