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



Form 10-Q/A

AMENDMENT NO. 2

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2007oro

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


Commission File No. 333-141714



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

Bermuda(State or other jurisdiction
of incorporation or organization)

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




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, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large
accelerated filer o                Accelerated
filer o                Non-accelerated filer  ý

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, 2007, there were 12,000 shares of the Registrant's common stock, par value $1.00 per share, outstanding.



---





EXPLANATORY NOTE

OVERVIEW

Travelport Limited ("Travelport") is filing this Amendment No. 2 on Form 10-Q/A to its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2007, originally filed on November 14, 2007 (the "Original Filing") and amended and restated on
January 25, 2008, to amend and restate our consolidated financial statements as of December 31, 2006 and our consolidated condensed financial statements as of September 30, 2007
and for the three and nine month periods ended September 30, 2007 and the period July 13, 2006 (Formation Date) through September 30, 2006, and the combined condensed financial
statements for the periods July 1, 2006 through August 22, 2006 (Predecessor) and January 1, 2006 through August 22, 2006 (Predecessor). The restatement is discussed in
Note 2 to the condensed financial statements.

RESTATEMENT

Subsequent to the issuance of our condensed consolidated financial statements for the quarterly period ended September 30, 2007,
the Company identified errors at a subsidiary within its GDS segment associated with the estimation of financial assistance expense. The errors resulted in an understatement of cost of revenue and
accrued expense.

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

Item 1.

Financial StatementsItem 2.

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

Controls and ProceduresItem 6.

Exhibits


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

---





Table of Contents

PagePART I

Financial Information


4Item 1.

Financial Statements


4Consolidated Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2007 (Restated), the period July 13, 2006
(Formation Date) through September 30, 2006 (Restated), and the Combined Condensed Statements of Operations for the period July 1, 2006 through August 22, 2006 (Restated) and the period January 1, 2006 through August 22, 2006
(Restated)


4-5Consolidated Condensed Balance Sheets as of September 30, 2007 (Restated) and December 31, 2006 (Restated)


6Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2007 (Restated), the period July 13, 2006
(Formation Date) through September 30, 2006 (Restated), and the Combined Condensed Statement of Cash Flows for the period January 1, 2006 through August 22, 2006 (Predecessor) (Restated)


7Consolidated Condensed Statement of Changes in Shareholders' Equity for the nine months ended September 30, 2007 (Restated)


8Notes to Condensed Financial Statements


9Item 2.

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


41Item 3.

Quantitative and Qualitative Disclosures About Market Risk


57Item 4.

Controls and Procedures


57PART II

Other Information


59Item 1.

Legal Proceedings


59Item 1A.

Risk Factors


59Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


59Item 3.

Defaults upon Senior Securities


59Item 4.

Submission of Matters to a Vote of Security Holders


59Item 5.

Other Information


59Item 6.

Exhibits


59Signatures


60


1

---





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 manufacturing 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," as
well as any other cautionary language in this report, 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

2

---



statements.
You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of
operations and financial position.

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

3

---





PART 1FINANCIAL INFORMATION

Item 1. Financial Statements

TRAVELPORT LIMITED

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)
(in millions)

As Restated (See Note 2)Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006Three Months Ended
September 30, 2007

July 1, 2006
through
August 22, 2006Net revenue

$
761

$
244

$
381Costs and expensesCost of revenue


301


124


163Selling, general and administrative


301


95


147Separation and restructuring charges





12


54Depreciation and amortization


70


27


28Impairment of intangible assets








1,170Other income, net








(2
)Total costs and expenses


672


258


1,560Operating income (loss)


89


(14
)

(1,179
)Interest expense, net


(113
)

(50
)

(16
)Other expense, net


(1
)




(1
)Loss from continuing operations before income taxes and minority interest


(25
)

(64
)

(1,196
)Benefit (provision) for income taxes


(26
)

(7
)

35Minority interest in loss of consolidated subsidiaries, net of tax


1





Loss from continuing operations, net of tax


(50
)

(71
)

(1,161
)Loss from discontinued operations, net of tax





(2
)

(2
)Net loss

$
(50
)
$
(73
)
$
(1,163
)


See
Notes to Condensed Financial Statements

4

---





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

As Restated (See Note 2)Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006Nine Months Ended
September 30, 2007

January 1, 2006
through
August 22, 2006Net revenue

$
2,157

$
244

$
1,710Costs and expensesCost of revenue


872


124


722Selling, general and administrative


871


95


654Separation and restructuring charges


29


12


92Depreciation and amortization


177


27


125Impairment of intangible assets








2,364Other expense (income), net


2





(7
)Total costs and expenses


1,951


258


3,950Operating income (loss)


206


(14
)

(2,240
)Interest expense, net


(281
)

(50
)

(39
)Equity in losses of investments, net


(1
)




(1
)Loss from continuing operations before income taxes and minority interest


(76
)

(64
)

(2,280
)Benefit (provision) for income taxes


(31
)

(7
)

116Minority interest in loss of consolidated subsidiaries, net of tax


1





Loss from continuing operations, net of tax


(106
)

(71
)

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





(2
)

(6
)Loss on disposal of discontinued operations, net of tax








(6
)Net loss

$
(106
)
$
(73
)
$
(2,176
)


See
Notes to Condensed Financial Statements

5

---





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

Company (Consolidated)As Restated (See Note 2)September 30,
2007

December 31,
2006AssetsCurrent assets:Cash and cash equivalents

$
362

$
87Accounts receivable (net of allowance for doubtful accounts of $39 and $27)


591


457Deferred income taxes


13


13Other current assets


293


161Total current assets


1,259


718Property and equipment, net


654


517Goodwill


2,976


2,147Trademarks and tradenames


827


707Other intangible assets, net


1,824


1,633Deferred income taxes


26


34Other non-current assets


249


382Total assets

$
7,815

$
6,138Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
407

$
308Accrued expenses and other current liabilities


996


834Current portion of long-term debt


30


24Deferred income taxes


14


13Total current liabilities


1,447


1,179Long-term debt


4,326


3,623Deferred income taxes


287


247Tax sharing liability


130


125Other non-current liabilities


218


198Total liabilities


6,408


5,372Commitments and contingencies (Note 11)Minority interest in consolidated subsidiaries


296


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





Additional paid in capital


1,248


908Accumulated deficit


(260
)

(153
)Accumulated other comprehensive loss


123


11Total shareholders' equity


1,111


766Total liabilities and shareholders' equity

$
7,815

$
6,138


See
Notes to Condensed Financial Statements

6

---





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

As Restated (See Note 2)Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006Nine Months
Ended
September 30, 2007

January 1, 2006
through
August 22, 2006Operating activities of continuing operationsNet loss

$
(106
)
$
(73
)
$
(2,176
)Loss from discontinued operations





2


12Loss from continuing operations


(106
)

(71
)

(2,164
)Adjustments to reconcile net loss to net cash provided by operating activities from continuing operationsDepreciation and amortization


177


27


125Impairment of intangible assets








2,364Deferred income taxes


(1
)




(111
)Provision for bad debts


6


1


10Gain on sale of property








(9
)Amortization of debt issuance costs


34


13


Non-cash charges related to tax sharing liability


11


1


14Equity based compensation


23





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


(70
)

2


(90
)Other current assets


(19
)

11


8Accounts payable, accrued expenses and other current liabilities


216


132


152Other


(32
)

5


(31
)Net cash provided by operating activities of continuing operations


239


121


268Investing activities of continuing operationsProperty and equipment additions


(82
)

(18
)

(102
)Businesses acquired, net of cash and acquisition related payments


(1,058
)

(4,110
)

(20
)Net intercompany funding with Avis Budget








199Proceeds from asset sales


55





10Net intercompany funding from Parent affiliate





174


Other


(25
)




(5
)Net cash (used in) provided by investing activities of continuing operations


(1,110
)

(3,954
)

82Financing activities of continuing operationsProceeds from borrowings


1,640


3,603


1,900Principal payments on borrowings


(1,091
)

(1,783
)

(467
)Repayment from (advance to) Avis Budget





1,783


(1,783
)Issuance of common stock


5


900


Proceeds from Orbitz Worldwide IPO


477





Contribution of PIK note from Parent


135





Payment for settlement of tax sharing liability








(32
)Debt issuance costs


(25
)

(105
)

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


1,141


4,398


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


5





8Net increase (decrease) in cash and cash equivalents from continuing operations


275


565


(24
)Cash used in discontinued operationsOperating activities





(1
)

(10
)Financing activities








5


(1
)

(5
)Cash and cash equivalents at beginning of period


87





88Cash and cash equivalents at end of period


362


564


59Less cash of discontinued operations








Cash and cash equivalents of continuing operations

$
362

$
564

$
59Supplemental disclosure of cash flow informationInterest payments

$
272

$
31

$
25Income tax payments, net

$
18

$
1

$
19Non-cash forgivement of debt

$


$


$
916


See Notes to Condensed Financial Statements

7

---





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

Common
Stock

Additional
Paid In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Total
EquityBalance as of December 31, 2006 (as restated, see note 2)

$


$
908

$
(153
)
$
11

$
766Cumulative effect of change in accounting principleFIN 48, net of tax








(1
)




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





908


(154
)

11


765Issuance of common stock





5








5Equity-based compensation





11








11Contribution of PIK note from Parent





135








135Contributed surplus from sale of Orbitz Worldwide shares





189








189Comprehensive loss:Net loss (as restated, see note 2)








(106
)




Currency translation adjustment, net of tax











123Unrealized loss on cash flow hedges, net of tax











(11
)Total comprehensive loss (as restated, see note 2)














6Balance as of September 30, 2007 (as restated, see note 2)

$


$
1,248

$
(260
)
$
123

$
1,111


See
Notes to Condensed Financial Statements

8

---





TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

1. Basis of Presentation

Travelport Limited (hereafter the "Company") is a Bermuda company formed on July 13, 2006 for the purpose of the acquisition of the Travelport businesses of Avis Budget
Group, Inc. (formerly Cendant Corporation). Travelport is one of the world's largest travel conglomerates. It operates two primary businessesa global distribution system (GDS),
which comprises the Galileo and Worldspan businesses; and Gullivers Travel Associates, a wholesaler of travel content ("GTA"); and, as of September 30, 2007, owns a controlling interest in
Orbitz Worldwide, Inc., an online travel company ("Orbitz Worldwide"). (See Note 15Subsequent Event, for discussion of the Company's stake in Orbitz
Worldwide).The Company has approximately 7,500 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 and One Equity Partners of New York.

On
August 23, 2006, Travelport completed the acquisition of the Travelport businesses of Avis Budget Group, Inc. (the "Acquisition"). Prior to the Acquisition, the
Company's operations were limited to the formation of the Company and entering into derivative transactions related to the debt that was subsequently issued. As a result, the Travelport businesses of
Avis Budget are considered a predecessor company (the "Predecessor") to Travelport. The financial statements as of December 31, 2006 and as of and for the three and nine month period
ended September 30, 2007 and for the period July 13, 2006 (Formation date) to September 30, 2006 include the financial condition, results of operations and cash flows for
Travelport on a successor basis, reflecting the impact of the Acquisition purchase price allocation. The financial statements for periods prior to August 23, 2006 include the financial
condition, results of operations and cash flows for the Travelport businesses of Cendant Corporation ("Cendant") on a predecessor basis, reflecting the historical carrying values of the Travelport
businesses of Cendant.

In
July 2007, Orbitz Worldwide completed the initial public offering of approximately 41% of its shares of common stock.

In
August 2007, Travelport completed the acquisition of Worldspan Technologies, Inc. ("Worldspan"). See Note 6, Acquisition, for further information.

Business Description

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

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

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

GTAComprised of Gullivers Travel Associates, a wholesaler of accommodation and destination services; TRUST International,
which offers transaction processing solutions for travel suppliers and other travel industry customers; and OctopusTravel, which provides travel products and services largely

9

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

1. Basis of Presentation (Continued)

to
affiliate business partners, such as airlines, financial institutions and travel portals, and services directly to consumers.

2. Restatement

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

As
a result of these errors, the Company's Board of Directors and management determined to restate the Company's previously issued consolidated financial statements as of
December 31, 2006 and the
condensed financial statements as of September 30, 2007 and for the three and nine month periods ended September 30, 2007 and the periods July 13, 2006 (Formation Date) through
September 30, 2006, July 1, 2006 through August 22, 2006 (Predecessor) and January 1, 2006 through August 22, 2006 (Predecessor). In addition the Company identified other
immaterial errors which have been corrected in the appropriate accounting periods.

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

STATEMENTS OF OPERATIONS

Company (Consolidated)Three Months
Ended
September 30,
2007

Three Months
Ended
September 30,
2007

Nine Months
Ended
September 30,
2007

Nine Months
Ended
September 30,
2007As Previously
Reported

As Restated

As Previously
Reported

As RestatedNet revenue

$
761

$
761

$
2,157

$
2,157Costs and expensesCost of revenue


298


301


866


872Selling, general and administrative


302


301


872


871Separation and restructuring charges








29


29Depreciation and amortization


70


70


177


177Other expense, net








2


2Total costs and expenses


670


672


1,946


1,951Operating income


91


89


211


206Interest expense, net


(113
)

(113
)

(281
)

(281
)Equity in losses of investments, net


(1
)

(1
)

(1
)

(1
)Loss from continuing operations before income taxes and minority interest, net


(23
)

(25
)

(71
)

(76
)Provision for income taxes


(26
)

(26
)

(31
)

(31
)Minority interest in loss of consolidated subsidiaries, net of tax


1


1


1


1Net loss

$
(48
)
$
(50
)
$
(101
)
$
(106
)


10

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

2. Restatement (Continued)

STATEMENTS OF OPERATIONS

Company (Consolidated)

Predecessor (Combined)July 13, 2006
(Formation
Date) through
September 30,
2006

July 13, 2006
(Formation
Date) through
September 30,
2006

July 1, 2006
through
August 22,
2006

July 1, 2006
through
August 22,
2006

January 1, 2006
through
August 22,
2006

January 1, 2006
through
August 22,
2006As Previously
Reported

As Restated

As Previously
Reported

As Restated

As Previously
Reported

As RestatedNet revenue

$
244

$
244

$
381

$
381

$
1,710

$
1,710Costs and expensesCost of revenue


123


124


162


163


721


722Selling, general and administrative


95


95


147


147


654


654Separation and restructuring charges


12


12


54


54


92


92Depreciation and amortization


27


27


28


28


125


125Impairment of intangible assets








1,171


1,170


2,365


2,364Other income, net








(2
)

(2
)

(7
)

(7
)Total costs and expenses


257


258


1,560


1,560


3,950


3,950Operating loss


(13
)

(14
)

(1,179
)

(1,179
)

(2,240
)

(2,240
)Interest expense, net


(50
)

(50
)

(16
)

(16
)

(39
)

(39
)Equity in losses of investments, net








(1
)

(1
)

(1
)

(1
)Loss from continuing operations before income taxes and minority interest, net


(63
)

(64
)

(1,196
)

(1,196
)

(2,280
)

(2,280
)Benefit (provision) for income taxes


(7
)

(7
)

35


35


116


116Loss from continuing operations, net of tax


(70
)

(71
)

(1,161
)

(1,161
)

(2,164
)

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


(2
)

(2
)

(2
)

(2
)

(6
)

(6
)Loss on disposal of discontinued operations, net of tax














(6
)

(6
)Net loss

$
(72
)
$
(73
)
$
(1,163
)
$
(1,163
)
$
(2,176
)
$
(2,176
)


11

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

2. Restatement (Continued)

BALANCE SHEET

Company (Consolidated)September 30, 2007

December 31, 2006As Previously
Reported

As Restated

As Previously
Reported

As RestatedAssetsCurrent assets:Cash and cash equivalents

$
376

$
362

$
97

$
87Accounts receivable, net


577


591


447


457Deferred income taxes


13


13


13


13Other current assets


293


293


161


161Total current assets


1,259


1,259


718


718Property and equipment, net


655


654


517


517Goodwill


2,974


2,976


2,146


2,147Trademarks and tradenames


827


827


707


707Other intangible assets, net


1,824


1,824


1,633


1,633Non-current deferred income taxes


26


26


34


34Other non-current assets


246


249


381


382Total assets

$
7,811

$
7,815

$
6,136

$
6,138Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
407

$
407

$
308

$
308Accrued expenses and other current liabilities


985


996


830


834Current portion of long-term debt


30


30


24


24Deferred income taxes


14


14


13


13Total current liabilities


1,436


1,447


1,175


1,179Long-term debt


4,326


4,326


3,623


3,623Deferred income taxes


287


287


247


247Tax sharing liability


130


130


125


125Other non-current liabilities


216


218


197


198Total liabilities


6,395


6,408


5,367


5,372Commitments and contingenciesMinority interest in consolidated subsidiaries


296


296





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











Additional paid in capital


1,248


1,248


908


908Accumulated deficit


(252
)

(260
)

(150
)

(153
)Accumulated other comprehensive income


124


123


11


11Total shareholders' equity


1,120


1,111


769


766Total liabilities and shareholders' equity

$
7,811

$
7,815

$
6,136

$
6,138


12

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

2. Restatement (Continued)

STATEMENT OF CASH FLOWS

Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006Nine Months Ended
September 30, 2007

January 1, 2006
through
August 22, 2006As Previously
Reported

As Restated

As Previously
Reported

As Restated

As Previously
Reported

As RestatedOperating activities of continuing operationsNet loss

$
(101
)
$
(106
)
$
(72
)
$
(73
)
$
(2,176
)
$
(2,176
)Loss from discontinued operations








2


2


12


12Loss from continuing operations


(101
)

(106
)

(70
)

(71
)

(2,164
)

(2,164
)Adjustments to reconcile net loss to net cash provided by operating activities from continuing operationsDepreciation and amortization


177


177


27


27


125


125Impairment of intangible assets














2,365


2,364Deferred income taxes


(1
)

(1
)







(111
)

(111
)Provision for bad debts


6


6


1


1


10


10Gain on sale of property














(9
)

(9
)Amortization of debt issuance costs


34


34


13


13





Non-cash charges related to tax sharing liability


11


11


1


1


14


14Equity based compensation


23


23











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


(66
)

(70
)

12


2


(85
)

(90
)Other current assets


(19
)

(19
)

11


11


8


8Accounts payable, accrued expenses and other current liabilities


211


216


131


132


151


152Other


(32
)

(32
)

5


5


(31
)

(31
)Net cash provided by operating activities of continuing operations


243


239


131


121


273


268Investing activities of continuing operationsProperty and equipment additions


(82
)

(82
)

(18
)

(18
)

(102
)

(102
)Businesses acquired, net of cash and acquisition related payments


(1,058
)

(1,058
)

(4,110
)

(4,110
)

(20
)

(20
)Net intercompany finding with Avis Budget














199


199Proceeds from asset sales


55


55








10


10Net intercompany funding from Parent affiliate








174


174





Other


(25
)

(25
)







(5
)

(5
)Net cash provided by (used in) investing activities of continuing operations


(1,110
)

(1,110
)

(3,954
)

(3,954
)

82


82Financing activities of continuing operationsProceeds from borrowings


1,640


1,640


3,603


3,603


1,900


1,900Principal payments on borrowings


(1,091
)

(1,091
)

(1,783
)

(1,783
)

(467
)

(467
)Repayment from (advance to) Avis Budget








1,783


1,783


(1,783
)

(1,783
)Issuance of common stock


5


5


900


900Proceeds from Orbitz Worldwide IPO


477


477











Contribution of PIK note from Parent


135


135











Payment for settlement of tax sharing facility














(32
)

(32
)Debt issuance costs


(25
)

(25
)

(105
)

(105
)




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


1,141


1,141


4,398


4,398


(382
)

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


5


5








8


8Net increase (decrease) in cash and cash equivalents from continuing operations


279


275


575


565


(19
)

(24
)Cash used in discontinued operationsOperating activities








(1
)

(1
)

(10
)

(10
)Financing activities














5


5Cash used in discontinued operations








(1
)

(1
)

(5
)

(5
)Cash and cash equivalents at beginning of period


97


87








93


88Cash and cash equivalents at end of period


376


362


574


564


69


59Less cash of discontinued operations

















Cash and cash equivalents of continuing operations

$
376

$
362

$
574

$
564

$
69

$
59


13

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

2. Restatement (Continued)

3. Cumulative Effect of Change in Accounting PrincipleFIN 48

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"),
which is an interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the provisions of FIN 48
effective January 1, 2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $47 million at September 30, 2007. As
the conditions resulting in this liability arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately
$21 million. The interest on such liability for the period subsequent to the Acquisition through December 31, 2006 has been recorded as a $1 million adjustment to the
January 1, 2007 beginning accumulated deficit balance.

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

The
Company has undertaken an analysis of all material tax positions in its tax accruals for all open years and has identified all of its outstanding tax positions and estimated the
transition amounts with respect to each item at the effective date. The Company expects a reduction of approximately $5 million in the total amount of unrecognized tax benefits within the next
12 months as a result of payments. The total amount of unrecognized tax benefits that, if recognized would affect the effective tax rate would be $21 million.

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

Balance at January 1, 2007

$
27Additions to the tax provision during 2007


16Additions due to purchase accounting related to Worldspan


5Less payments made July 2007


(1
)Balance at September 30, 2007

$
47


The
balance at September 30, 2007 includes no amount for tax positions for which the ultimate deductibility is highly certain but for which great uncertainty as to the timing of
such deductions exists.

The
Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. The Company had accrued approximately
$1 million for purposes of increasing its unrecognized tax benefits, to reflect interest and penalties accrued during 2007.

14

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

4. Income Taxes

The Company's income tax expense has been computed based on the projected effective tax for the year. During the three and nine months ended September 30, 2007, the Company
recorded an income tax provision of $26 million and $31 million, respectively. The income tax expense for the three and nine
months ended September 30, 2007 is primarily due to a one-time non-cash adjustment of a valuation allowance as a result of the Orbitz Worldwide Initial public offering,
a one-time non-cash tax benefit due to a United Kingdom tax law change, and taxes in certain foreign jurisdictions which could not be offset with losses in
the U.S.

For
period January 1, 2006 to August 22, 2006, the Predecessor recorded a tax benefit of $116 million. During this period, the effective tax rate was significantly
impacted by (i) the impairment, as the majority of the impairment related to non-deductible goodwill, (ii) costs associated with the separation from Avis Budget, as these
costs were generally incurred in the United States, (iii) a favorable tax ruling received in a foreign jurisdiction, and (iv) the impact of an increase in the Predecessor state
tax rate which had the impact of increasing the Predecessor deferred tax assets, which resulted in a benefit to the effective tax rate. The income tax benefits recorded on the impairment, separation
costs, foreign tax ruling and state tax impact on deferred taxes were approximately $87 million, $30 million, $9 million and $21 million, respectively. Excluding these
items, the effective tax rate for the period January 1, 2006 to August 22, 2006 was 17%, reflecting the impact of earnings taxed in foreign jurisdictions at a lower rate.

For
the period July 13, 2006 to September 30, 2006, the Company recorded tax expense of $7 million. This primarily related to foreign taxes as well as a valuation
allowance on certain deferred tax assets recorded during the period, as it was determined that it is more likely than not that such assets will not be realized.

For
the period July 1, 2006 to August 22, 2006, the Predecessor recorded a tax benefit of $35 million. During this period, the effective tax rate was significantly
impacted by (i) the impairment, (ii) costs associated with the separation from Cendant, as these were generally incurred in the United States and (iii) an increase in the
Predecessor state tax rate which had the impact of increasing the Predecessor's deferred tax assets, which resulted in a benefit to the effective tax rate. The income tax benefits recorded on the
impairment, separation costs and state tax impact on deferred taxes were approximately $4 million, $20 million and $21 million, respectively.

5. Discontinued Operations

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

15

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

5. Discontinued Operations (Continued)

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

Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006July 1, 2006
through
August 22, 2006

January 1, 2006
through
August 22, 2006Net revenue

$
1

$
2

$
10Loss before income taxes


(2
)

(2
)

(8
)Benefit for income taxes








2Loss from discontinued operations net of tax

$
(2
)
$
(2
)
$
(6
)Loss on disposal of discontinued operations, net
of tax

$


$


$
(6
)


Assets Held for Sale

During 2007, the Company completed a sale and leaseback of a GTA facility located in the United Kingdom. The Company received
approximately $50 million for the sale of the facility and deferred recognition of a $2 million gain over the life of the lease.

6. Acquisition

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

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

Cash consideration

$
1,104Application of PIK loan


135Transaction costs and expenses


34Total purchase price


1,273Less: Historical value of tangible assets acquired in excess of liabilities assumed


267Less: Fair value adjustments


224Goodwill

$
782


The
purchase price allocation related to the Worldspan acquisition is based on preliminary estimates and assumptions. Accordingly, the allocation may be subject to revision when the
Company receives final information, including appraisals, valuations and other analysis. Any revision to fair

16

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

6. Acquisition (Continued)

values,
which may be significant, will be recorded as further adjustments to the purchase price allocation. The Company expects to complete the purchase price allocation during the third quarter of
2008.

Proforma Financial Information

The following pro forma data for the Company's significant acquisition of Worldspan includes the results of operations as if the
acquisition had been consummated as of January 1, 2007. This pro forma data is based on historical information and does not necessarily reflect the actual results that would have
occurred, nor is it indicative of future results of operations.

Company (Consolidated)Nine Months Ended September 30, 2007Historical as Reported

Adjustments

ProformaNet revenue

$
2,157

$
454

$
2,611Loss from continuing operations
before income taxes and minority interest


(76
)

4


(72
)Net loss

$
(106
)
$
(1
)
$
(107
)




Nine Months Ended September 30, 2006Company

PredecessorJuly 13, 2006
(Formation Date)
through
September 30, 2006

January 1, 2006
through
August 22, 2006Historical as Reported

Historical as Reported

Adjustments

ProformaNet revenue

$
244

$
1,710

$
696

$
2,650Loss from continuing operations before income taxes
and minority interest


(64
)

(2,280
)

52


(2,292
)Net loss

$
(73
)
$
(2,176
)
$
23

$
(2,226
)


17

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

6. Acquisition (Continued)

7. Intangible Assets

Intangible assets consisted of:

Company (Consolidated)As of September 30, 2007

As of December 31, 2006Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
AmountNon-Amortizable Intangible AssetsGoodwill

$
2,976







$
2,147Trademarks and tradenames

$
827







$
707Amortizable Intangible AssetsCustomer relationships

$
1,915

$
143

$
1,772

$
1,608

$
45

$
1,563Vendor relationships and other


56


4


52


71


1


70$
1,971

$
147

$
1,824

$
1,679

$
46

$
1,633


The
changes in the carrying amounts of goodwill for the Company between December 31, 2006 and September 30, 2007 are as follows:

Balance as of
December 31, 2006

Adjustments to
Goodwill Acquired
in 2006

Goodwill Acquired
in 2007

Foreign
Exchange

Balance as of
September 30, 2007Orbitz Worldwide

$
1,242

$
(26
)
$


$
5

$
1,221GTA


741


6





58


805GDS


164


4


782





950$
2,147

$
(16
)
$
782

$
63

$
2,976


The
adjustments to goodwill that were recorded during the nine months ended September 30, 2007 represent a refinement of estimates based on additional information received by the
Company subsequent to December 31, 2006. Amortization expense relating to all intangible assets was as follows:

Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation
Date)
through
September 30,
2006Three Months
Ended
September 30,
2007

Nine Months
Ended
September 30,
2007

July 1,
2006
through
August 22,
2006

January 1,
2006
through
August 22,
2006Customer relations

$
32

$
95

$
13

$
12

$
28Vendor relationships and other


4


4








3Total

$
36

$
99

$
13

$
12

$
31


The
Company expects amortization expense relating to intangible assets to be approximately $41 million for the remainder of 2007 and $166 million, $165 million,
$161 million, $147 million and $141 million for each of the five succeeding fiscal years.

18

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

8. Separation and Restructuring Charges

Separation and restructuring charges consisted of:

Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation
Date)
through
September 30,
2006Three Months
Ended
September 30,
2007

Nine Months
Ended
September 30,
2007

July 1,
2006
through
August 22,
2006

January 1,
2006
through
August 22,
2006Separation

$
1

$
5

$
8

$
47

$
74Restructuring charges


(1
)

24


4


7


18$


$
29

$
12

$
54

$
92


Separation

The Company incurred separation costs of $1 million during the three months ended September 30, 2007, primarily related
to employee retention. Separation costs of $5 million for the nine months ended September 30, 2007 consist of $2 million for employee retention plans and $3 million of
professional and other fees. Separation costs from July 13, 2006 (Formation date) through September 30, 2006 were $8 million consisting primarily of payments made to employees
related to retention, bonus plans and professional fees.

The
Predecessor recorded separation costs of $47 million for the period July 1, 2006 through August 22, 2006. These costs include $27 million of
non-cash compensation related to the accelerated vesting of stock options and restricted stock units, $7 million for employee severance and $13 million for employee retention
and various other separation costs, including consulting and accounting fees. Separation costs of $74 million recorded by the Predecessor for the period January 1, 2006 through
August 22, 2006 included $29 million of non-cash compensation related to the accelerated vesting of stock options and restricted stock units, $16 million for employee
severance, $15 million for employee retention and $14 million in various other separation costs, including consulting and accounting fees.

Restructuring Charges

During the second quarter of 2006, the Predecessor committed to various strategic initiatives targeted principally at reducing costs,
enhancing organizational efficiency and consolidating and rationalizing existing processes and facilities. Subsequent to the Acquisition, the Company committed to additional restructuring actions in
the form of global headcount reductions and facility consolidations. Though the Company began to implement these actions during the fourth quarter of 2006, the Company continues to take restructuring
actions in 2007.

19

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

8. Separation and Restructuring Charges (Continued)

The
restructuring charge activity during 2007 is summarized by category as follows:

Personnel
Related

Facility
Related

Other

TotalBalance, January 1, 2007

$
2

$
1

$
2

$
5Restructuring charges


21


3





24Cash payments


(18
)

(4
)

(1
)

(23
)Other non-cash reduction








(1
)

(1
)Balance, September 30, 2007

$
5

$


$


$
5


The
restructuring charges included within "Other" in the table above include asset impairments and consulting fees. 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 is recorded within Corporate and unallocated. The Company does not expect to incur additional restructuring charges related to the Acquisition during the remainder of 2007. However,
we will incur additional charges as a result of restructuring actions to be initiated during the fourth quarter of 2007 related primarily to the restructuring of our GDS and corporate functions.

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

Company (Consolidated)As of
September 30,
2007

As of
December 31,
2006Accrued travel supplier payment, deferred revenue and customer advances

$
458

$
321Accrued commissions and incentives


178


97Accrued payroll and related


95


81Accrued sales and use tax


66


65Accrued advertising and marketing


37


36Accrued interest expense


17


43Accrued merger and acquisition costs


23


40Other


122


151$
996

$
834


20

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

10. Long-Term Debt

Long-term debt consisted of:

Company (Consolidated)Maturity

As of
September 30,
2007

As of
December 31,
2006Senior Secured Credit FacilitiesTerm loan facilityDollar-denominated

August 2013

$
1,726

$
1,407Euro-denominated

August 2013


499


816Senior notesDollar-denominated floating rate notes

September 2014


150


150Euro-denominated floating rate notes

September 2014


335


31097/8% dollar-denominated notes

September 2014


450


450Senior subordinated notes117/8% dollar-denominated notes

September 2016


300


300107/8% euro-denominated notes

September 2016


228


211Orbitz Worldwide term loan facility

July 2014


600


Other




68


3Total long-term debt




4,356


3,647Less: Current portion




30


24Long-term debt



$
4,326

$
3,623


Senior Secured Credit Facilities

During July 2007, in connection with the proceeds received from the Orbitz Worldwide from the net proceeds of its initial public
offering and borrowings under its term loan facility, the Company repaid approximately $1 billion under its senior secured credit facility. During May 2007, the Company amended its
senior secured credit agreement to allow for (i) borrowings of $1,040 million of additional term loans for the acquisition of Worldspan on August 21, 2007; (ii) an increase
of $25 million under its revolving credit facility, bringing the total availability to $300 million; (iii) an increase of $25 million in the synthetic letter of credit
facility, bringing the total availability to $150 million; and (iv) a reduction in the interest rate on its Euro-denominated term loans from EURIBOR plus 2.75% to EURIBOR
plus 2.5%. At September 30, 2007, there were no amounts outstanding under the revolving credit facilities.

During
the nine months ended September 30, 2007, the Company made a $100 million discretionary repayment of amounts outstanding under the term loan portion of its senior
secured credit facility and repaid approximately $14 million of term loans as required under the agreement. In addition, the amounts outstanding under the Euro-denominated term
loans and Euro-denominated notes increased by approximately $94 million as a result of foreign exchange fluctuations, which are offset with foreign exchange hedge instruments
contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the condensed balance sheet.

21

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

10. Long-Term Debt (Continued)

Orbitz Worldwide Credit Facilities

On July 25, 2007, concurrent with its initial public offering, Orbitz Worldwide entered into a $685 million credit
facility consisting of: (i) a $600 million term loan facility; (ii) a $50 million revolving credit facility; and (iii) a $35 million alternative currency
revolving credit facility. Orbitz Worldwide is required to repay the term loans in quarterly installments equal to 1% per annum of the original funded principal amount, commencing on
December 31, 2007. Borrowings under the term loan facility bear interest at a variable rate of LIBOR plus 300 basis points or an alternative base rate. Borrowings under the revolving
credit facilities bear interest LIBOR plus 2.50% or an alternative base rate. The applicable margin for borrowings under the term loan facility and the revolving credit facility may be reduced subject
to Orbitz Worldwide attaining certain leverage ratios. At September 30, 2007, there were no amounts outstanding under Orbitz Worldwide's revolving credit facilities.

Orbitz
Worldwide entered into two interest rate swaps that effectively converted $300 million of the term loan to a fixed rate loan. The interest rate swaps are designated as cash
flow hedges and are reflected on the condensed balance sheet at fair market value.

Orbitz
Worldwide used approximately $477 million of net proceeds from its initial public offering and $530 million of borrowings under its term loan borrowings to repay
indebtedness it owed to the Company and to pay the Company a dividend. The Company used such proceeds to repay approximately $1 billion outstanding under its senior secured credit facilities.

11. Commitments and Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business
practices, intellectual property and other commercial, employment and tax matters. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring
accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is
inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a
material adverse effect on the Company's results of operations or cash flows in a particular reporting period. As reported by the Company in its 2006 Financial Statements included in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2008, in September 2005, Worldspan and Orbitz, LLC filed separate lawsuits against the
other, each alleging various claims. On August 21, 2007, the parties agreed to stay both the state and federal actions. On September 18, 2007, the Circuit Court of Cook County dismissed
all pending claims between the parties with prejudice. Other than as discussed above, there are no new significant claims, legal proceedings or inquiries from those previously reported by
the Company.

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

22

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

11. Commitments and Contingencies (Continued)

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 made a payment of approximately $6 million related to this during the
fourth quarter 2007.

23

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

12. Equity-Based Compensation

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 partnership interests in the partnership that controls the Company. The board of directors of the partnership approved the grant of up to approximately 120 million restricted
equity units. The equity awards issued consist of four classes of partnership interests. The Class A-2 restricted equity units vest at a pro-rata rate of 6.25% on a
quarterly basis and become fully vested in May 2010. The Class B and Class B-1 partnership interests vest annually over a four-year period beginning in
August 2006. The Class C, Class C-1 and Class D partnership interests vest upon the occurrence of a liquidity event and subject to certain other performance
criteria. None of the awards require the payment of an exercise price by the recipient.

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

Restricted Equity
Units

Partnership InterestsClass A-2

Class B

Class B-1

Class CNumber
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair ValueBalance as of January 1, 2007


36,372,213

$
1.00


11,278,539

$
0.49








11,278,539

$
0.43Granted at fair market value


4,599,821

$
1.84








1,669,961

$
0.70


1,669,961

$
0.65Exercised























Conversion/forfeiture of Orbitz Worldwide Units


(4,198,586
)
$
1.03


(1,103,501
)
$
0.49


(99,863
)
$
0.70


(1,203,364
)
$
0.45Forfeited


(1,177,025
)
$
1.00


(228,311
)
$
0.49








(228,311
)
$
0.43Balance as of September 30, 2007


35,596,423

$
1.10


9,946,727

$
0.49


1,570,098

$
0.70


11,516,825

$
0.49


Partnership InterestsClass C-1

Class DNumber
of Shares

Weighted
Average
Grant Date
Fair Value

Number
of Shares

Weighted
Average
Grant Date
Fair ValueBalance as of January 1, 2007








11,278,539

$
0.38Granted at fair market value


1,769,863

$
0.65


2,554,893

$
0.56Exercised











Conversion/forfeiture of Orbitz Worldwide Units








(1,203,364
)
$
0.39Forfeited








(228,311
)
$
0.49Balance as of September 30, 2007


1,769,863

$
0.65


12,401,757

$
0.42


24

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

12. Equity-Based Compensation (Continued)

The
fair value of the Class B-1 equity awards granted during 2007 was estimated on the dates of grant using a Monte-Carlo valuation model with the following weighted
average assumptions:

Dividend yield


Expected volatility


45.00
%Risk-free interest rate


4.64
%Expected holding period


6.2 years


As
of September 30, 2007, 13 million Class A-2 restricted equity units were vested and 3 million Class B partnership interests were vested.
The Company expensed the restricted equity units and the Class B partnership interests over their vesting period based upon the fair value of the awards on the date of grant. During the three
and nine months ended September 30, 2007, the Company recognized $3 million and $11 million, respectively, in compensation expense related to the restricted equity units and the
Class B partnership interests, none of which is expected to provide a tax benefit. The Company did not record any compensation expense for the Class C and Class D partnership
interests as it was determined that it is not probable that these awards will vest due to the contingent performance criteria. As of September 30, 2007 approximately $30 million of
unrecognized compensation expense related to non-vested restricted equity units are expected to be recognized over the remaining weighted-average period of 3 years.

In
August 2007, the Board of Directors approved the grant of 19.8 million restricted equity units pursuant to the Travelport 2007 Supplemental Profit Sharing Plan
(the "Profit Sharing Plan"). The Profit Sharing Plan provides for management profit sharing bonus payments aggregating 25% of the amount by which adjusted EBITDA exceeds a certain threshold for
2007. The payments will be made in the form of cash or equity issued by the partnership that owns 100% of the Company. As noted above, the Board approved the grant of 19.8 million restricted
equity units, although the ultimate number of restricted equity units which will vest is dependant on the attainment of the performance goal. For the nine months ended September 30, 2007, the
Company recorded non-cash equity compensation expense of $9 million related to the Profit Sharing Plan.

Orbitz Worldwide 2007 Equity and Incentive Plan

In July 2007, the Company approved the Orbitz Worldwide 2007 Equity and Incentive Plan ("the Orbitz Plan"). The Orbitz Plan
provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity-based awards to Orbitz Worldwide directors,
officers and other employees, advisors and consultants who are selected by the compensation committee for participation in the Orbitz Plan. In addition, Orbitz Worldwide may grant annual cash bonuses
and long-term cash awards under the Orbitz Plan. 6 million shares of common stock are reserved for issuance under the Orbitz Plan.



The exercise price of stock options is equal to the fair market value of the underlying stock on the date of grant. All stock options
expire ten years from the grant date. The stock options granted as additional compensation to Orbitz Worldwide employees who previously held Travelport interests vest 5.555% in August 2007 and
vest an additional 8.586% on each subsequent November, February, May

25

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

12. Equity-Based Compensation (Continued)

and
August through February 2010 and become fully vested on May 2010. All other stock options granted vest annually over a four-year period. The fair value of stock options
on the date of grant is amortized on a straight-line basis over the requisite service period.

The
fair value of stock options granted from the Orbitz Plan's inception in July 2007 to September 30, 2007 was estimated on the date of grant using the Black-Scholes
option-pricing model with the weighted average assumptions outlined in the table below. Expected volatility is based on implied volatilities for publicly traded options and historical volatility for
comparable companies over the estimated expected life of the stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the
"simplified method." The risk-free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the stock options. Orbitz
Worldwide uses historical turnover to estimate employee forfeitures.

AssumptionsDividend yield


Expected volatility


38
%Expected life (in years)


6.16Risk-free interest rate


4.86
%


Based
on the above assumptions, the weighted average grant-date fair value of stock options granted from July 2007 to September 30, 2007 was $6.90.

The
table below summarizes the option activity under the Orbitz Plan from July 2007 to September 30, 2007:

Shares

Weighted Average
Exercise Price
(per share)

Weighted Average
Remaining
Contractual Term

Aggregate
Intrinsic
ValueBeginning Balance








Granted


2,717,925

$
15.00


9.8Ending Balance at September 30, 2007


2,717,925

$
15.00


9.8


Exercisable at September 30, 2007


27,495

$
15.00


9.8





Intrinsic
value for stock options is defined as the difference between the current market value and the exercise price. The exercise price of stock options outstanding and exercisable at
September 30, 2007 exceeded the market value and therefore, the aggregate intrinsic value was zero.

The
total number of Orbitz Worldwide stock options that vested during the period from July 2007 to September 30, 2007 and the total fair value thereof were 27,495 options
and almost nil, respectively.



The restricted stock units granted upon conversion of the Travelport Class A-2 restricted equity units into Orbitz
Worldwide restricted stock units vested 5.555% in August 2007 and will vest an additional 8.586% on each subsequent November, February, May and August through February 2010

26

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

12. Equity-Based Compensation (Continued)

and
become fully vested on May 2010. All other restricted stock units cliff vest at the end of either a two-year or three-year period. The fair value of restricted stock
units on the date of grant is amortized on a straight-line basis over the requisite service period.

The
table below summarizes activity regarding non-vested restricted stock units under the Orbitz Plan from July 2007 to September 30, 2007:

Restricted
Stock Units

Weighted Average
Grant Date
Fair Value
(per share)Beginning Balance





Granted


2,492,183

$
13.58Vested


(62,287
)
$
11.98Forfeited


(22,036
)
$
15.00Ending Balance at September 30, 2007


2,407,860

$
13.61


Orbitz
Worldwide issued 53,642 shares of common stock in connection with the vesting of restricted stock units during the period, which is net of the number of shares retained
(but not issued) by Orbitz Worldwide in satisfaction of tax withholding obligations associated with the vesting.

The
total number of Orbitz Worldwide restricted stock units that vested during the period from July 2007 to September 30, 2007 and the total fair value thereof were
62,287 restricted stock units and $1 million, respectively.



Shares of Orbitz Worldwide restricted stock were granted upon conversion of Travelport Class B partnership interests into Orbitz
Worldwide restricted stock. The restricted stock vested 5.555% in August 2007 and will vest an additional 8.586% on each subsequent November, February, May and August through
February 2010 and become fully vested on May 2010. The fair value of restricted stock on the date of grant is amortized on a straight-line basis over the requisite
service period.

The
table below summarizes activity regarding non-vested restricted stock under the Orbitz Plan from July 2007 to September 30, 2007:

Restricted Stock

Weighted Average
Grant Date
Fair Value
(per share)Beginning Balance





Granted


61,795

$
8.45Vested


(3,432
)
$
8.45Ending Balance at September 30, 2007


58,363

$
8.45


27

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

12. Equity-Based Compensation (Continued)

The
total number of shares of Orbitz Worldwide restricted stock that vested during the period from July 2007 to September 30, 2007 was 3,432 shares with a fair value of
approximately $0.

As
of September 30, 2007, $32 million of unrecognized compensation costs related to non-vested stock options, non-vested restricted stock units and
non-vested restricted stock are expected to be recognized over the remaining weighted-average period of 3 years.

The
Company recognized total compensation expense of $3 million related to stock options, restricted stock units and restricted stock granted under the Orbitz Plan during the
three and nine months ended September 30, 2007, none of which has provided the Company a tax benefit.

13. Minority Interest

On July 25, 2007, the Company's subsidiary, Orbitz Worldwide, Inc., completed an initial public offering ("IPO") of 41% of its shares of common stock for net proceeds of
approximately $477 million. Orbitz Worldwide used the net proceeds from the IPO and $530 million from the term loan borrowings to repay indebtedness it owed to the Company and to pay the
Company a dividend. The Company has recorded approximately $300 million of minority interest in connection with the IPO. Since the Orbitz Worldwide IPO was part of a broader reorganization, the
Company reflected the resulting gain of $189 million as an increase to Shareholder's Equity. The gain reflects the difference in the net book value of Orbitz Worldwide prior to the IPO and the
value of the stock issued in the IPO. (See Note 15Subsequent Event, for discussion of the Company's stake in Orbitz Worldwide).

14. Segment Information

On an overall basis, management evaluates the performance of the Company based upon net revenue and "EBITDA", which is defined as net income before interest, income taxes, depreciation
and amortization, each of which is presented on the Company's Statements of Operations.

The
reportable segments presented below represent the Company's operating segments for which separate financial information is available and which is utilized on a regular basis by its
management to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within
Corporate and other. Although not presented herein, the Company also evaluates the performance of its segments based on 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

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

14. Segment Information (Continued)

The
Company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies. Concurrent with the acquisition of Worldspan on August 21, 2007,
the Company changed the name of the Galileo segment to the GDS segment.

Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006Three Months
Ended
September 30, 2007

Nine Months
Ended
September 30, 2007

July 1, 2006
through
August 22, 2006

January 1, 2006
through
August 22, 2006GDS(a)Net revenue

$
449

$
1,271

$
161

$
207

$
1,006Segment EBITDA


122


357


52


(1,104
)

(1,729
)Orbitz WorldwideNet revenue


225


672


64


123


521Segment EBITDA


38


87


(4
)

(5
)

(282
)GTANet revenue


110


270


24


61


220Segment EBITDA


38


64


(5
)

18


35Corporate and otherEBITDA(b)


(40
)

(126
)

(30
)

(61
)

(140
)Intersegment eliminations(c)Net revenue


(23
)

(56
)

(5
)

(10
)

(37
)Combined TotalsRevenue

$
761

$
2,157

$
244

$
381

$
1,710EBITDA

$
158

$
382

$
13

$
(1,152
)
$
(2,116
)


---

29

---



TRAVELPORT LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

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

14. Segment Information (Continued)



Company (Consolidated)Predecessor (Combined)July 13, 2006
(Formation Date)
through
September 30, 2006Three Months
Ended
September 30, 2007

Nine Months
Ended
September 30, 2007

July 1, 2006
through
August 22, 2006

January 1, 2006
through
August 22, 2006EBITDA

$
158

$
382

$
13

$
(1,152
)
$
(2,116
)Interest expense, net


(113
)

(281
)

(50
)

(16
)

(39
)Depreciation and amortization


(70
)

(177
)

(27
)

(28
)

(125
)Loss from continuing operations before income taxes and minority interest, net of tax

$
(25
)
$
(76
)
$
(64
)
$
(1,196
)
$
(2,280
)


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

Company (Consolidated)September 30, 2007

December 31, 2006GDS

$
3,298

$
1,827Orbitz Worldwide


1,994


2,058GTA


2,141


1,935Corporate and other


382


318Total

$
7,815

$
6,138


15. Subsequent Event

On October 31, 2007, pursuant to an internal restructuring, we transferred approximately 9.1 million shares, or approximately 11% of the outstanding shares of Orbitz
Worldwide, to the Company's direct parent. No shares of Orbitz Worldwide, Inc. were sold on the open market. As a result of these transactions the Company will no longer consolidate Orbitz
Worldwide, effective October 31, 2007, and will account for its investment in Orbitz Worldwide under the equity method of accounting.

16. Guarantor and Non-Guarantor Condensed Financial Statements

The following unaudited condensed financial information presents the Company's Consolidating Condensed Balance Sheet as of September 30, 2007 and December 31, 2006 and the
Consolidating Condensed Statements of Operations for the three and nine months ended September 30, 2007 and Statements of Cash Flows for the nine months ended September 30, 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, Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and
(e) the Company and Predecessor on a Consolidated basis.

30

---





TRAVELPORT LIMITED        CONSOLIDATING CONDENSED STATEMENT 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

$


$


$


$
280

$
510

$
(29
)
$
761Cost and expenses








Cost of revenue











154


176


(29
)

301Selling, general and administrative











48


253





301Depreciation and amortization











37


33





70Other expense (income), net











1


(1
)




Total costs and expenses











240


461


(29
)

672Operating income











40


49





89Interest income (expense), net


2





(102
)

1


(14
)




(113
)Equity in losses of investments, net














(1
)




(1
)Equity in earnings (losses) of subsidiaries


(52
)

(62
)

39








75


Income (loss) before income taxes and minority interest


(50
)

(62
)

(63
)

41


34


75


(25
)Provision for income taxes











(1
)

(25
)




(26
)Minority interest in loss of consolidate subsidiaries, net of tax





1














1Net income (loss)

$
(50
)
$
(61
)
$
(63
)
$
40

$
9

$
75

$
(50
)


31

---





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

$
1,265

$
(56
)
$
2,157Cost and expensesCost of revenue











451


477


(56
)

872Selling, general and administrative











208


663





871Separation and restructuring charges











29








29Depreciation and amortization











103


74





177Other expense, net











2








2Total cost and expenses











793


1,214


(56
)

1,951Operating income











155


51





206Interest income (expense), net


9





(275
)

(1
)

(14
)




(281
)Equity in losses of investments, net














(1
)




(1
)Equity in earnings (losses) of subsidiaries


(115
)

(126
)

154








87


Income (loss) before income taxes and minority interest


(106
)

(126
)

(121
)

154


36


87


(76
)Provision for income tax











(4
)

(27
)




(31
)Minority interest in loss of consolidated subsidiaries, net of tax





1














1Net income (loss)

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

$
9

$
87

$
(106
)


32

---





TRAVELPORT LIMITED        CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS        July 13, 2006 (Formation Date) through September 30, 2006

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
119

$
130

$
(5
)
$
244Cost and expenses








Cost of revenue











31


98


(5
)

124Selling, general and administrative











63


32





95Separation and restructuring charges











12








12Depreciation and amortization











14


13





27Total cost and expenses











120


143


(5
)

258Operating loss











(1
)

(13
)




(14
)Interest income (expense), net








(49
)

(6
)

5





(50
)Equity in earnings (losses) of subsidiaries


(73
)

(58
)

(9
)







140


Loss before income taxes


(73
)

(58
)

(58
)

(7
)

(8
)

140


(64
)Provision for income taxes











(2
)

(5
)




(7
)Loss from continuing operations, net of tax


(73
)

(58
)

(58
)

(9
)

(13
)

140


(71
)Loss from discontinued operations














(2
)




(2
)Net loss

$
(73
)
$
(58
)
$
(58
)
$
(9
)
$
(15
)
$
140

$
(73
)


33

---





TRAVELPORT LIMITED        CONSOLIDATING CONDENSED BALANCE SHEET        As of September 30, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$


$


$


$
232

$
130

$


$
362Accounts receivable, net











116


475





591Deferred income taxes











5


8





13Other current assets


4





88


85


116





293Total current assets


4





88


438


729





1,259Investment in subsidiary/intercompany


1,098


(719
)

2,849








(3,228
)

Property and equipment, net











377


277





654Goodwill











905


2,071





2,976Trademarks and tradenames











313


514





827Other intangible assets, net











1,054


770





1,824Deferred income taxes











26


0





26Other non-current assets


9





46


128


66





249Total assets

$
1,111

$
(719
)
$
2,983

$
3,241

$
4,427

$
(3,228
)
$
7,815Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
52

$
355

$


$
407Accrued expenses and other current liabilities








14


101


881





996Current portion of long-term debt








10


12


8





30Deferred income taxes











5


9





14Total current liabilities








24


170


1,253





1,447Long-term debt








3,678


54


594





4,326Deferred income taxes











52


235





287Tax sharing liability














130





130Other non-current liabilities











116


102





218Total liabilities








3,702


392


2,314





6,408Minority interest in consolidated subsidiaries





296














296Total shareholders' equity/intercompany


1,111


(1,015
)

(719
)

2,849


2,113


(3,228
)

1,111Total liabilities and shareholders' equity

$
1,111

$
(719
)
$
2,983

$
3,241

$
4,427

$
(3,228
)
$
7,815


34

---





TRAVELPORT LIMITED        CONSOLIDATING CONDENSED BALANCE SHEET        As of December 31, 2006

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$


$


$


$
19

$
68

$


$
87Accounts receivable, net











78


379





457Deferred income taxes











5


8





13Other current assets








59


39


63





161Total current assets








59


141


518





718Investment in subsidiary/intercompany


766


(1,218
)

2,323








(1,871
)

Property and equipment, net











362


155





517Goodwill











925


1,222





2,147Trademarks and tradenames











538


169





707Other intangible assets, net











954


679





1,633Deferred income taxes











(4
)

38





34Other non-current assets








125


119


138





382Total assets

$
766

$
(1,218
)
$
2,507

$
3,035

$
2,919

$
(1,871
)
$
6,138Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
71

$
237

$


$
308Accrued expenses and other current liabilities








55


370


409





834Current portion of long-term debt








22


1


1





24Deferred income taxes











5


8





13Total current liabilities








77


447


655





1,179Long-term debt








3,622





1





3,623Deferred income taxes














247





247Tax sharing liability











125








125Other non-current liabilities








26


140


32





198Total liabilities








3,725


712


935





5,372Total shareholders' equity/intercompany


766


(1,218
)

(1,218
)

2,323


1,984

$
(1,871
)

766Total liabilities and shareholders' equity

$
766

$
(1,218
)
$
2,507

$
3,035

$
2,919

$
(1,871
)
$
6,138


35

---





TRAVELPORT LIMITED        CONSOLIDATING CONDENSED CASH FLOWS        For the Nine months Ended September 30, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss)

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

$
9

$
87

$
(106
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











99


78





177Deferred 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 acquisitions and disposalsAccounts receivable











(86
)

16





(70
)Other current assets











5


(24
)




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











(20
)

236





216Investment in subsidiaries


115


126


(154
)







(87
)

Other





(1
)

3


(43
)

9





(32
)Net cash provided by (used in) operating activities


9





(238
)

140


328





239Investing activitiesProperty and equipment additions











(62
)

(20
)




(82
)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


(626
)




289


73


(846
)




(1,110
)Financing activitiesProceeds from borrowings








1,040





600





1,640Principal payments on
borrowings








(1,091
)










(1,091
)Issuance of common stock


5

















5Proceeds form Orbtiz IPO


477

















477Capital contribution from Parent


135

















135Deferred financing costs














(25
)




(25
)Net cash provided by (used in) financing activities


617





(51
)




575





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














5





5Net increase in cash and cash equivalents











213


62





275Cash and cash equivalents at beginning of year











19


68





87Cash and cash equivalents at end of year

$


$


$


$
232

$
130

$


$
362


36

---





TRAVELPORT LIMITED        CONSOLIDATING CONDENSED CASH FLOWS        July 13, 2006 (Formation Date) through September 30, 2006

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet loss

$
(73
)

(58
)

(58
)

(9
)

(15
)

140


(73
)Loss from discontinued operations














2





2Loss from continuing operations


(73
)

(58
)

(58
)

(9
)

(13
)

140


(71
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization











14


13





27Provision for bad debts














1





1Amortization of debt issuance costs








13











13Non-cash charges related to tax sharing liability











1








1Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable











32


(30
)




2Other current assets











3


8





11Accounts payable, accrued expenses and other current liabilities











57


75





132Investment in subsidiaries


73


58


9








(140
)

Other











10


(5
)




5Net cash provided by (used in) operating activities








(36
)

108


49





121Investing activitiesProperty and equipment additions











(13
)

(5
)




(18
)Net assets acquired








(2,072
)




(2,038
)




(4,110
)Proceeds from asset sales




















Net intercompany funding from Parent Affiliate


(707
)

11


(1,365
)

112


2,123





174Net cash (used in) provided by investing activities


(707
)

11


(3,437
)

99


80





(3,954
)Financing activitiesProceeds from borrowing








3,603











3,603Principal payments on borrowings











(1,783
)







(1,783
)Repayment from Avis Budget











1,783








1,783Issuance of common stock


900

















900Debt issuance cost








(105
)










(105
)Net cash provided by financing activities


900





3,498











4,398Net increase in cash and cash equivalents from continuing operations


193


11


25


207


129





565Cashed used in Discontinued OperationsOperating activities














(1
)




(1
)Cash and cash equivalents at beginning of year




















Cash and cash equivalents at end of year

$
193

$
11

$
25

$
207

$
128

$


$
564


37

---





The following Combining Condensed Statements of Operations for the periods January 1, 2006 to August 22, 2006 and July 1, 2006 to August 22, 2006 and
Statements of Cash Flows for the period January 1, 2006 to August 22, 2006 are presented as if the guarantor/non-guarantor subsidiary structure had been in place at the
Predecessor for: (a) Cendant Travel Distribution Service Group, Inc. ("the Parent"); (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries;
(d) elimination and adjusting entries necessary to combine the Parent with the guarantor and non-guarantor subsidiaries; and (e) the Company on a combined basis. The
condensed financial information of the Intermediate Parent Guarantor and the Issuer are not included for periods prior to August 22, 2006 as these entities did not have any operations prior to
this date.

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)        COMBINING CONDENSED STATEMENT OF OPERATIONS        July 1, 2006 through August 22, 2006

Parent

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$
212

$
182

$
(13
)
$
381Cost and expensesCost of revenue





72


104


(13
)

163Selling, general and administrative





144


3





147Separation and restructuring charges





54








54Depreciation and amortization





16


12





28Other income, net





(7
)

5





(2
)Impairment of intangible assets





1,170








1,170Total costs and expenses





1,449


124


(13
)

1,560Operating income (loss)





(1,237
)

58





(1,179
)Interest expense, net





(13
)

(3
)




(16
)Other expense, net





(1
)







(1
)Equity in earnings of subsidiaries


(1,163
)







1,163


Income (loss) before income taxes


(1,163
)

(1,251
)

55


1,163


(1,196
)Benefit (provision) for income taxes





58


(23
)




35Income (loss) from continuing operations, net of tax


(1,163
)

(1,193
)

32


1,163


(1,161
)Loss from discontinued operations operations








(2
)




(2
)Net income (loss)

$
(1,163
)
$
(1,193
)
$
30

$
1,163

$
(1,163
)


38

---





TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)        COMBINING CONDENSED STATEMENT OF OPERATIONS        January 1, 2006 through August 22, 2006

Parent

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$
838

$
913

$
(41
)
$
1,710Cost and expensesCost of revenue





336


427


(41
)

722Selling, general and administrative





343


311





654Separation and restructuring charges





92








92Depreciation and amortization





72


53





125Other income, net





(7
)







(7
)Impairment of intangible assets





2,147


217





2,364Total cost and expenses





2,983


1,008


(41
)

3,950Operating loss





(2,145
)

(95
)




(2,240
)Interest expense, net





(26
)

(13
)




(39
)Equity in losses of investments, net





(1
)







(1
)Equity in earnings of subsidiaries


(2,176
)







2,176


Income before income taxes


(2,176
)

(2,172
)

(108
)

2,176


(2,280
)Benefit (provision) for income taxes





132


(16
)




116Loss from continuing operations, net of tax


(2,176
)

(2,040
)

(124
)

2,176


(2,164
)Loss from discontinued operations operations








(6
)




(6
)Loss from disposal of discontinued operations operations








(6
)




(6
)Net loss

$
(2,176
)
$
(2,040
)
$
(136
)
$
2,176

$
(2,176
)


39

---





TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)        COMBINING CONDENSED CASH FLOWS        For the period January 1, 2006 through August 22, 2006

Parent
Guarantor

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activities of continuing operationsNet loss

$
(2,176
)
$
(2,040
)
$
(136
)
$
2,176

$
(2,176
)Loss from discontinued operations








12





12Loss from continuing operations


(2,176
)

(2,040
)

(124
)

2,176


(2,164
)Adjustments to reconcile net loss to cash provided
    by operating activities from continuing operationsDepreciation and amortization





72


53





125Impairment of intangible assets





2,147


217





2,364Provision for bad debts








10





10Gain on sale of assets








(9
)




(9
)Non-cash charges related to tax sharing liability





14








14Deferred income taxes





(88
)

(23
)




(111
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable





(111
)

21





(90
)Other current assets





(7
)

15





8Accounts payable, accrued expenses and other current liabilities





125


27





152Investment in subsidiaries


2,176








(2,176
)

Other





26


(57
)




(31
)Net cash provided by operating activities of continuing operations





138


130





268Investing activities of continuing operationsProperty and equipment additions





(76
)

(26
)




(102
)Businesses acquired, net of cash and acquisition related payments








(20
)




(20
)Net intercompany funding





(38
)

237





199Proceeds from asset sales








10





10Other








(5
)




(5
)Net cash provided by (used in) investing activities of continuing operations





(114
)

196





82Financing activities of continuing operationsProceeds from borrowings





1,900








1,900Principal payments on borrowings





(117
)

(350
)




(467
)Principal payments on borrowings





(32
)







(32
)Advance to Avis Budget





(1,783
)







(1,783
)Net cash used in financing activities of continuing operations





(32
)

(350
)




(382
)Effect of changes in exchange rates on cash








8





8Net increase in cash and cash equivalents from continuing operations





(8
)

(16
)




(24
)Cash used in discontinued operationsOperating activities








(10
)




(10
)Investing activities








5





5





(5
)




(5
)Cash and cash equivalents at beginning of period





13


75





88Cash and cash equivalents at end of period

$


$
5


54

$



59


40

---





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 herein and with our 2006 financial statements included in our Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with
the Securities and Exchange Commission on September 26, 2008. The following management's discussion and analysis of financial condition and results of operations gives effect to the restatement
as described in Note 2Restatement to the condensed financial statements. Unless otherwise noted, all dollar amounts are in millions.

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

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

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

GTAComprised of Gullivers Travel Associates, a wholesaler of accommodation and destination services, TRUST International,
which offers transaction processing solutions for travel suppliers and other travel industry customers, 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

On August 23, 2006, Travelport completed the acquisition of the Travelport businesses of Avis Budget Group, Inc.
(the "Acquisition"). The financial statements present our results for the three and nine months ended September 30, 2006 on a "Predecessor" basis (reflecting Travelport's ownership by
Avis Budget). Though the Company was formed on July 13, 2006, its operations were limited to entering into derivative transactions related to the debt that was subsequently issued, until the
Acquisition.

On
October 31, 2007, pursuant to an internal restructuring, we transferred approximately 9.1 million shares, or approximately 11% of the outstanding shares of Orbitz
Worldwide, to our direct parent company. No shares of Orbitz Worldwide, Inc. were sold on the open market. As a result of these transactions, we will no longer consolidate Orbitz Worldwide,
effective October 31, 2007, and we will account for our investment in Orbitz Worldwide under the equity method of accounting.

For
the purpose of this management's discussion and analysis of our results of operations, we have compared the consolidated results of the Company for the periods in 2007 with that of
the Predecessor in 2006. The results of the two periods are not necessarily comparable due to the change in basis of accounting resulting from the Company's acquisition of the Predecessor and the
change in capital structure which primarily impacts depreciation and amortization and interest expense. The captions included within our statements of operations that are materially impacted by the
change in basis of accounting include net revenue, separation and restructuring charges, depreciation and amortization, and interest expense. We have disclosed the impact of the change in basis of
accounting for each of these captions in the following discussion of our results of operations.

EBITDA,
a measure used by management to measure operating performance, is defined as net income (loss), plus interest expense, net, provision (benefit) for income taxes, and depreciation
and

41

---



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

Because
not all companies use identical calculations, our presentation of EBITDA may not be comparable to other similarly titled measures of other companies.

42

---



Three Months Ended September 30, 2007 Compared to our Combined Three Months Ended September 30, 2006.

CompanyPredecessor

July 13, 2006
(Formation
Date)
through
September 30,
2006

Combined

CompanyJuly 1, 2006
through
August 22,
2006

Three Months
Ended
September 30,
2006

Three Months
Ended
September 30,
2007

Change$

%Net revenue

$
381

$
244

$
625

$
761

$
136

22%Costs and expensesCost of revenue


163


124


287


301


14

5%Selling, general and administrative


147


95


242


301


59

24%Separation and restructuring charges


54


12


66





(66
)
*Depreciation and amortization


28


27


55


70


15

27%Impairment of intangible assets


1,170





1,170





(1,170
)
*Other income, net


(2
)




(2
)




2

100%Total costs and expenses


1,560


258


1,818


672


(1,146
)
*Operating income (loss)


(1,179
)

(14
)

(1,193
)

89


1,282

*Interest expense, net


(16
)

(50
)

(66
)

(113
)

(47
)
71%Equity in losses of investments, net


(1
)




(1
)

(1
)



*Loss from continuing operations before income taxes and minority interest


(1,196
)

(64
)

(1,260
)

(25
)

1,235

*Benefit (provision) for income taxes


35


(7
)

28


(26
)

(54
)
*Minority interest in loss of consolidated subsidiaries, net of tax











1


1

*Loss from continuing operations, net of tax


(1,161
)

(71
)

(1,232
)

(50
)

1,182

*Loss from discontinued operations, net of tax


(2
)

(2
)

(4
)




4

*Net loss

$
(1,163
)
$
(73
)
$
(1,236
)
$
(50
)
$
1,186

*


---

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

43

---



Our
results on a segment basis for the three months ended September 30, 2007 as compared to the combined results for the three months ended September 30, 2006 are
as follows:

CompanyPredecessor

July 13, 2006
(Formation
Date)
through
September 30,
2006

Combined

CompanyJuly 1, 2006
through
August 22,
2006

Three Months
Ended
September
2006

Three Months
Ended
September
2007

Change$

%GDSNet revenue

$
207

$
161

$
368
(a)
$
449
(b)
$
81

22%Segment EBITDA


(1,104
)

52


(1,052
)(c)

122
(d)

1,174

*Orbitz WorldwideNet revenue


123


64


187
(e)

225
(f)

38

20%Segment EBITDA


(5
)

(4
)

(9
)(g)

38
(h)

47

*GTANet revenue


61


24


85
(i)

110


25

29%Segment EBITDA


18


(5
)

13
(j)

38
(k)

25

192%Corporate and other(n)Segment EBITDA


(61
)

(30
)

(91
)(l)

(40
)(m)

51

*Intersegment EliminationsNet revenue


(10
)

(5
)

(15
)

(23
)

(8
)
53%Combined TotalsNet revenue

$
381

$
244

$
625

$
761

$
136

22%Segment EBITDA

$
(1,152
)
$
13

$
(1,139
)
$
158

$
1,297

*


Provided
below is a reconciliation of EBITDA to loss from continuing operations before income taxes and minority interest:

CompanyPredecessor

July 13, 2006
(Formation
Date)
through
September 30,
2006

Combined

CompanyJuly 1, 2006
through
August 22,
2006

Three Months
Ended
September
2006

Three Months
Ended
September
2007EBITDA

$
(1,152
)
$
13

$
(1,139
)
$
158Interest expense, net


(16
)

(50
)

(66
)

(113
)Depreciation and amortization


(28
)

(27
)

(55
)

(70
)Loss from continuing operations before income taxes and minority interest

$
(1,196
)
$
(64
)
$
(1,260
)
$
(25
)


---

44

---



Net Revenue

The net revenue increase of $136 million (22%) includes $68 million of incremental revenue from the acquisition of
Worldspan and $35 million in adjustments due to the impact of fair value adjustments to our balance sheet recorded as a result of the Acquisition. The fair value adjustments resulted in a
reduction to deferred revenue and accrued travel supplier payment as of the opening balance sheet date of August 23, 2006 which impacted the results of operations during 2006 and 2007 as a net
reduction to net revenue and segment EBITDA within our Orbtiz Worldwide and GTA segments of $18 million and $17 million, respectively.

Excluding
these adjustments, organic net revenue increased $33 million (5%) primarily as a result of incremental revenue of Orbitz Worldwide, GTA and GDS of $20 million,
$8 million and $13 million, respectively, offset by an increase in intersegment revenue eliminations of $8 million.

GDS
net revenue increased $81 million, including $68 million of incremental from Worldspan. Organic net revenue increased $13 million (4%) driven by increased GDS
booking fee revenue of $14 million (4%) and an increase of other distribution revenue of $3 million (8%), offset by a $4 million (21%) decrease in subscriber fees. The GDS booking
fee growth of $14 million resulted from a 3% growth in segments and a 2% increase in yield. International revenue increased $16 million (7%) due to a 2% increase in segments and a 5%
increase in yield. Americas revenue decreased $2 million (2%) due to a 5% decrease in yield offset by a 3% increase in segments. The yield decline

45

---



in
the Americas is caused by our new long term agreements signed in the third quarter 2006 under the Galileo Content Continuity program that assures our travel agency customers have full airline
content.

Orbitz
Worldwide revenue increased $38 million (20%), including $18 million of acquisition related adjustments as a result of an 11% increase in gross bookings across its
online consumer brands. The increase in gross bookings resulted in incremental air revenue, non-air revenue and other revenue of $9 million, $6 million and $5 million,
respectively, before the impact of acquisition related adjustments. Net revenue from air bookings increased primarily due to an 8% increase in domestic volume. Net revenue from non-air
bookings increased primarily due to a shift in mix from retail to merchant bookings, increased domestic Average Daily Rate (ADR), and increased volume from
dynamic packaging and hotel bookings. Other net revenue increased primarily driven by growth in insurance and attractions and services revenue.

GTA
net revenue increased $25 million (31%), including acquisition related adjustments of $17 million offset by a $2 million decline in revenue as a result of the
sale of a subsidiary in 2007. Excluding adjustments net revenue increased $10 million, primarily due to approximately $16 million in incremental revenue due to a 25% increase in total
transaction value partially offset by a $5 million decline in revenue within our consumer business as a result of our decision to refocus the business to emphasize the more profitable affiliate
channel and the termination of a white label agreement.

Cost of Revenue

Cost of revenue increased $14 million (5%), including $45 million of incremental costs from Worldspan. Organic cost of
revenue decreased $31 million (11%), reflecting a decrease in GDS of $19 million, GTA of $3 million (21%) and incremental intersegment cost of revenue eliminations of
$9 million.

GDS
cost of revenue increased $26 million (12%), including $45 million of incremental costs from Worldspan. Organic cost of revenue decreased $19 million (9%)
resulting from a $22 million (47%) decrease in telecommunications and technology costs offset by a $3 million increase in support payments and commissions. The $3 million increase
in inducements and support payments is principally driven by increased worldwide air booking volumes. Telecommunications and technology savings cost reductions reflect the restructuring actions
implemented in 2006.

Orbitz
Worldwide cost of revenue remained constant, reflecting an increase in costs due to higher domestic transaction volume offset by savings realized as a result of ongoing cost
savings initiatives.

GTA
cost of revenue decreased $3 million primarily as a result of a $7 million reduction in commissions expense due in part to the termination of a white-label agreement,
offset in part by $3 million of incremental commissions and other costs incurred to support our increase in total transaction value.

Selling, General and Administrative Expenses (SG&A)

SG&A increased $59 million (24%), including $12 million of incremental expenses from Worldspan. On an organic basis, SG&A
increased $47 million (20%), primarily as a result of increases in GDS, Orbitz Worldwide, Corporate and GTA of $15 million, $15 million, $15 million and $2 million,
respectively.

GDS
SG&A increased $27 million (51%), including $12 million of incremental expenses from Worldspan. Organic SG&A increased $15 million (29%), reflecting
$7 million of transaction costs and a $5 million charge in 2007 related to the write-off of a surety bond.

Orbitz
Worldwide SG&A increased $15 million primarily as a result of $9 million in incremental marketing and advertising expense as a result of expanded advertising
campaigns for the consumer

46

---



brands
and $6 million in various other administrative costs incurred to support the growth in operations.

GTA
SG&A increased $2 million, as a result of a realignment of costs and higher costs that were incurred to develop and support the growth of the business which was partly offset
as a result of the sale of a subsidiary and savings from the 2006 restructuring actions.

Corporate
and unallocated SG&A increased $15 million primarily as a result of (i) $6 million of incremental non-cash equity-based compensation;
(ii) $5 million of costs associated with the Worldspan integration efforts; (iii) $3 million in incremental administrative costs incurred to support our businesses; and
(iv) $1 million of cost incurred related to Orbitz Worldwide initial public offering.

Separation and Restructuring Charges

Separation and restructuring charges decreased $66 million as a result of a decrease of $54 million in separation costs
and a decrease of $12 million in restructuring charges incurred during the three months ended September 30, 2006 comprised of decreases of $1 million and $11 million within
our GDS segment and corporate and other, respectively. We did not incur significant separation or restructuring charges during the three months ended September 30, 2007.

Impairment Charges

As a result of the Acquisition, we recorded a non-cash impairment charge in the third quarter of 2006 of
$1,170 million, of which $25 million was recorded within Orbitz Worldwide and $1,145 million was recorded within GDS. We did not incur impairment charges during the three months
ended September 30, 2007.

Depreciation and Amortization

Depreciation and amortization expense increased $15 million (27%) due to $10 million as a result of the allocation of
fair value of our definite-lived intangible assets as a result of the Acquisition and $5 million incremental amortization and depreciation as a result of the Worldspan acquisition.

Other Income, Net

Other Income, Net increased $2 million primarily as a result of gains on assets sales in 2006.

Interest Expense, Net

Interest expense increased $47 million primarily as a result of the interest expense on our new debt issuances used to finance
the Acquisition and the purchase of Worldspan, including $24 million in amortization of deferred financing fees.

Benefit (Provision) for Income Taxes

We had an income tax provision of $26 million for the three months ended September 30, 2007 primarily due to the impact
of a foreign valuation allowance resulting from Orbitz Worldwide no longer being a part of the consolidated Travelport tax return following its initial public offering. This was partially offset by a
favorable tax rate change in the United Kingdom.

47

---



Our
results for the Nine Months ended September 30, 2007 compared to the combined Nine Months ended September 30, 2006 are as follows:

Combined

CompanyNine Months
Ended

Nine Months
EndedPredecessor

CompanyChangeJanuary 1, 2006 to
August 22, 2006

July 13, 2006
(Formation Date) to
September 30, 2006

September 30, 2006

September 30, 2007$

%Net revenue

$
1,710

$
244

$
1,954

$
2,157

$
203


10%Costs and expensesCost of revenue


722


124


846


872


26


3%Selling, general and administrative


654


95


749


871


122


16%Separation and restructuring charges


92


12


104


29


(75
)

-72%Depreciation and amortization


125


27


152


177


25


16%Other expense (income), net


(7
)




(7
)

2


9


*Impairment of intangible assets


2,364





2,364





(2,364
)

*Total costs and expenses


3,950


258


4,208


1,951


(2,257
)

-54%Operating income (loss)


(2,240
)

(14
)

(2,254
)

206


2,460


109%Interest expense, net


(39
)

(50
)

(89
)

(281
)

(192
)

*Equity in losses of investments, net


(1
)




(1
)

(1
)




Loss from continuing operations before income taxes and minority interest


(2,280
)

(64
)

(2,344
)

(76
)

2,268


97%Benefit (provision) for income taxes


116


(7
)

109


(31
)

(140
)

-128%Minority interest in loss of consolidated subsidiaries,
net of tax











1


1


*Loss from continuing operations


(2,164
)

(71
)

(2,235
)

(106
)

2,129


95%Loss from discontinued operations, net of tax


(6
)

(2
)

(8
)




8


100%Loss on disposal of discontinued operations, net of tax


(6
)




(6
)




6


100%Net loss

$
(2,176
)
$
(73
)
$
(2,249
)
$
(106
)
$
2,143


95%


48

---



Our results on a segment basis for the Nine Months ended September 30, 2007 as compared to the Combined Nine Months Ended September 30, 2006 are as follows:

Company

Combined

CompanyNine Months
Ended

Nine Months
EndedPredecessorChangeJanuary 1, 2006 to
August 22, 2006

July 13, 2006
(Formation Date) to
September 30, 2006

September 30, 2006

September 30, 2007$

%GDSNet revenue

$
1,006

$
161

$
1,167
(a)
$
1,271
(b)
$
104


9%Segment EBITDA


(1,729
)

52


(1,677
)(c)

357
(d)
$
2,034


121%Orbitz WorldwideNet revenue


521


64


585
(e)

672
(g)
$
87


15%Segment EBITDA


(282
)

(4
)

(286
)(f)

87
(h)
$
373


130%GTANet revenue


220


24


244
(i)

270
(j)
$
26


11%Segment EBITDA


35


(5
)

30
(k)

64
(l)
$
34


113%Corporate and other(o)EBITDA


(140
)

(30
)

(170
)(m)

(126
)(n)
$
44


26%Intersegment EliminationsNet revenue


(37
)

(5
)

(42
)

(56
)
$
(14
)

-33%Combined TotalsNet revenue

$
1,710

$
244

$
1,954

$
2,157

$
203


10%Segment Adjusted EBITDA

$
(2,116
)
$
13

$
(2,103
)
$
382

$
2,485


118%


Provided below is a reconciliation of EBITDA to loss from continuing operations before income taxes and minority interest

Predecessor

Company

Combined

CompanyJanuary 1, 2006 to
August 22, 2006

July 13, 2006
(Formation Date) to
September 30, 2006

Nine Months
Ended
September 30, 2006

Nine Months
Ended
September 30, 2007EBITDA

$
(2,116
)
$
13

$
(2,103
)
$
382Interest expense, net


(39
)

(50
)

(89
)

(281
)Depreciation and amortization


(125
)

(27
)

(152
)

(177
)Loss from continuing operations before income taxes and minority interest

$
(2,280
)
$
(64
)
$
(2,344
)
$
(76
)


---

49

---



Net Revenue

The net revenue increase of $203 million (10%) includes $68 million from the acquisition of Worldspan and
$22 million in adjustments due to the impact of fair value adjustments
to our balance sheet recorded as a result of the Acquisition in 2006. The fair value adjustments resulted in a reduction to deferred revenue and accrued travel supplier payment as of the opening
balance sheet date of August 23, 2006, which impacted the results of operations during 2006 and 2007 as net reduction to net revenue and segment EBITDA within our Orbtiz Worldwide and GTA
segments of $10 million and $15 million, respectively, partially offset by incremental $3 million of net revenue within GDS.

Excluding
adjustments, organic net revenue increased $113 million (6%) as a result of incremental revenue of Orbitz Worldwide, GDS and GTA of $77 million (13%),
$39 million (3%) and $11 million (5%), respectively, including incremental intersegment revenue eliminations of $14 million.

GDS
net revenue increased $104 million (9%), including $68 million of incremental revenue from Worldspan and $3 million of net incremental acquisition related
adjustments. Organic revenue increased $39 million (3%) driven by increased GDS booking fee revenue of $33 million (3%) and other distribution revenue of $15 million (15%) offset
by a $9 million (17%) decrease in subscriber fees. Organic booking fee growth of $33 million resulted from a 3% growth in transactions and a slight increase in yield. International
revenue increased $54 million (8%) due to a 2% increase in transactions and an 8% increase in yield. Americas revenue decreased $21 million (6%) due to a 9% decrease in yield offset by a
3% increase in segments. The yield decline in Americas is caused by our new long term agreements signed in the third quarter 2006 under the GDS Content Continuity program that assures our travel
agency customers have full airline content. The $15 million increase in other distribution revenue is primarily related to solutions revenue and technology services.

Orbitz
Worldwide revenue increased $87 million (15%), including $10 million related to net Acquisition adjustments, as a result of a 14% increase in gross bookings across
our online consumer brands. The increase in gross bookings resulted in incremental non-air revenue, air revenue and other revenue of $57 million, $13 million and
$7 million, respectively, before the impact of acquisition related adjustments. Increased air bookings is primarily driven by an 11% increase in domestic gross bookings and 33% increase in
international gross bookings, partially offset by lower average commissions on our air transactions and reduced paper ticket fees as airlines continue to move toward electronic ticketing.
Non-air bookings increased primarily due to a shift in mix from retail to merchant bookings, increased

50

---



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

GTA
net revenue increased $26 million (11%), including net acquisition related adjustments of $15 million, offset by $4 million decline in revenues as a result of
the sale of a subsidiary 2007. Excluding adjustments, revenue increased $15 million, primarily due to $31 million in incremental revenue due to a 23% increase in total transaction value
partially offset by (i) the absence in 2007 of a one-time $2 million benefit realized in 2006 revenue related to our estimated cost of travel products sold; (ii) a
$14 million decline in revenue within our consumer business as a result of our
decision to refocus the business to emphasize the more profitable affiliate channel and the termination of a white label agreement; and (iii) lower margin on sales as a result of an increase in
sales to small travel groups, which typically yield lower margins.

Cost of Revenue

Cost of revenue increased $26 million (3%), including $45 million of incremental costs from Worldspan. Organic cost of
revenue decreased $19 million primarily due to decreases in GDS of $17 million (3%), GTA of $11 million (25%) and incremental intersegment cost of revenue eliminations of
$14 million, partially offset by a $23 million (13%) increase in Orbitz Worldwide.

GDS
cost of revenue increased $28 million (4%), including $45 million of incremental costs from Worldspan. Organic cost of revenue decreased $17 million (2%)
resulting from a $44 million (26%) decrease in telecommunications and technology costs offset by a $27 million increase in support payments and commissions. The $27 million
increase in inducements and support payments to travel agencies was incurred to support our increase in worldwide air booking volumes. Telecommunications and technology savings cost reductions reflect
the restructuring actions implemented in 2006.

Orbitz
Worldwide cost of revenue increased $23 million, primarily as a result of the 13% increase gross bookings. The increase in transaction volume resulted in increased costs
associated with credit card processing and customer service costs.

GTA
cost of revenue decreased $11 million primarily as a result of a reduction in commission expense due to the termination of a white-label agreement.

Selling, General and Administrative Expenses (SG&A)

The SG&A increase of $122 million (16%) includes $12 million of incremental expenses from the Worldspan acquisition.
Organic SG&A increased $110 million (15%) primarily as a result of increases of $45 million (13%) in Orbitz Worldwide, $9 million (5%) in GDS and $1 million in GTA. We also
incurred $55 million of additional expenses within corporate and unallocated.

GDS
SG&A increased $21 million (12%) including $12 million of incremental expenses incurred by Worldspan. Organic SG&A increased $9 million (5%) primarily due to
(i) $10 million of fees and
expenses related to the integration of Worldspan and (ii) a $7 million charge related to the write-off of surety bond claims, which were partially offset by net expense
savings of $8 million in operating expenses, primarily driven by a reduction of $9 million in wages and benefits.

Orbitz
Worldwide SG&A increased $45 million, including $37 million of incremental marketing and advertising expenses as a result of expanded advertising campaigns promoting
the consumer brands and $13 million in fees incurred related to the termination of an unfavorable vendor contract. This is partially offset by a $9 million decrease in other operating
costs, including wages and benefits, due to expense savings realized during 2007 as a result of restructuring activities.

GTA
SG&A increased $1 million, primarily as a result of a realignment of costs and higher costs that were incurred to develop and support the growth of the business which was
partly offset by a

51

---



reduction
in expenses related to the sale of a subsidiary and savings from the 2006 restructuring actions.

Corporate
and unallocated SG&A increased $55 million primarily as a result of (i) $13 million of incremental costs associated with the Worldspan integration;
(ii) $9 million of incremental costs related to the Orbitz Worldwide initial public offering; (iii) $14 million of incremental non-cash equity-based
compensation; (iv) $5 million of management fees incurred under our new ownership structure and (v) $14 million of additional expenses primarily related to discretionary
bonus costs as a result of over performance.

Separation and Restructuring Charges

Separation and restructuring cost decreased $75 million primarily as a result of a $77 million decrease in separation
costs, partially offset by $2 million of incremental restructuring charges.

Subsequent
to the Acquisition, 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 2007 and incurred $24 million in additional charges during 2007. Approximately $20 million,
$2 million and $1 million of the restructuring costs have been recorded within the GDS, GTA and Orbitz Worldwide segments, respectively, and approximately $1 million is recorded
within Corporate and unallocated.

The
increase in restructuring charges was offset by a decrease in separation costs of $77 million. Separation costs of $5 million for the nine months ended
September 30, 2007 consist of $2 million in employee retention and bonus plans as well as $3 million in professional and other fees related to the separation plan as compared to
$82 million for the nine months ended September 30, 2006, consisting of $30 million in employee severance and benefits, $29 million in restricted stock expense and
$23 million in professional and other fees related to the separation plan. All separation charges are included within corporate and unallocated.

Other Expense (Income), Net

Other expense (income), net decreased $9 million primarily due to a one-time benefit of $7 million in 2006
relating to gain on the sale of a facility and a $2 million loss on sale of assets in 2007.

Depreciation and Amortization

Depreciation and amortization increased $25 million (16%) due to $49 million of incremental amortization expense as a
result of the allocation of the fair value of our definite-lived intangible assets as result of the Acquisition and $5 million of incremental depreciation and amortization as a result of
acquisition of Worldspan, partially offset by a decrease of $30 million of depreciation expense due to the extension of the useful lives of certain technology assets at the time of
the Acquisition.

Impairment of Intangible Assets

In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded an
impairment charge of $2,364 million, including $2,363 million related to goodwill and $1 million related to definite lived intangible assets. Of the $2,364 million in
impairment charges $2,008 million were recorded within the GDS segment and $356 million were recorded in the Orbitz Worldwide segment.

52

---



Interest Expense

Interest expense increased $192 million primarily as a result of the interest expense on our new debt issuances used to finance
the Acquisition and the Worldspan acquisition, including $34 million in amortization of deferred financing fees.

Benefit (Provision) for Income Taxes

For the nine months ended September 30, 2007, we had an income tax expense of $31 million resulting from the impact of a
foreign valuation allowance resulting from Orbitz Worldwide no longer being part of the consolidated Travelport tax return following its IPO, partially offset by a favorable tax rate change in the
United Kingdom.

LIQUIDITY AND CAPITAL RESOURCES

Our principal source of liquidity is cash flow generated from operations, including working capital. The principal uses of cash are to
fund planned operating expenditures, capital expenditures, including investments in products and technology offerings, interest payments on debt and any mandatory or discretionary principal payments
of debt. As of September 30, 2007, our financing needs were supported by $300 million of available capacity in our revolving credit facility.

Cash Flows

At September 30, 2007, we had $376 million of cash and cash equivalents, an increase of $279 million as compared
to December 31, 2006. The following table summarizes the changes to our cash flows from continuing operations:

Company

Predecessor

CombinedChangeNine Months Ended
September 30
2007

July 13, 2006
(Formation Date) to
September 30, 2006

January 1, 2006 to
August 22, 2006

Nine Months Ended
September 30, 2006$Cash provided by (used in):Operating activities

$
239

$
121

$
268

$
389

$
(150
)Investing activities


(1,110
)

(3,954
)

82


(3,872
)

2,762Financing activities


1,141


4,398


(382
)

4,016


(2,875
)Effects of exchange rate changes


5





8


8


(3
)Cash used in discontinued operations





(1
)

(5
)

(6
)

6Net change in cash and cash equivalents

$
275

$
564

$
(29
)
$
535

$
(260
)


Operating Activities.For the nine months ended September 30, 2007, cash flows from operations was $239 million, which was $150 million less
than the cash flows from operations for the combined nine months ended September 30, 2006. This decrease is primarily the result of $272 million of cash used for interest payments in
2007 compared to $56 million in 2006, offset in part by cash paid for one-time separation costs during 2006.

Investing Activities.The use of cash from investing activities for the nine months ended September 30, 2007 was driven by the use of $1,051 million
of cash for the acquisition of Worldspan and cash used for capital additions of $82 million offset in part by $55 million generated from the sale of assets in 2007, including
non-core subsidiaries and a facility in the United Kingdom. The use of cash from investing activities for the combined nine months ended September 30, 2006 was driven by the
use

53

---



of
$4,110 million for the Acquisition, offset in part by $199 million of intercompany funding from Avis Budget and $174 million of funding from our Parent affiliate.

Financing Activities.The source of cash for the nine months ended September 30, 2007 is primarily the $1,040 million borrowed in connection with the
acquisition of Worldspan, $600 million borrowed by Orbitz Worldwide under its credit facility, $477 million of net proceeds generated by the initial public offering of 41% of Orbitz
Worldwide, offset in part by $1,091 of term loans paid down with the proceeds of the Orbitz Worldwide initial public offering and borrowings under its credit facilities. The source of cash for the
combined nine months ended September 30, 2006 related primarily to the $3,603 million of debt proceeds and $900 million in capital contributions received in connection with the
Acquisition.

Debt and Financing Arrangements

Senior Secured Credit Facilities

Our original senior secured credit facilities provided senior secured financing of $2,600 million, consisting of (i) a
$2,200 million term loan facility; (ii) a $275 million revolving credit facility; and (iii) a $125 million synthetic letter of credit facility. During
July 2007, in connection with the proceeds received from the Orbitz Worldwide initial public offering and the proceeds received from the Orbitz Worldwide term loan borrowings, we repaid
approximately $1 billion under the senior secured credit facility. In May 2007, we amended our senior secured credit agreement to allow for (i) borrowings of $1,040 million
of additional term loans for the acquisition of Worldspan on August 21, 2007; (ii) an increase of $25 million under our revolving credit facility; (iii) an increase of
$25 million in
the synthetic letter of credit facility, and (iv) a reduction in the interest rate on our Euro-denominated term loans from EURIBOR plus 2.75% to EURIBOR plus 2.5%.

The
revolving credit facility includes borrowing capacity available for letters of credit and for short-term borrowings referred to as the swingline borrowings.

Travelport LLC
is the borrower (the "Borrower") under the senior secured credit facilities. All obligations under the senior secured credit agreement are unconditionally
guaranteed by the Parent Guarantor, Intermediate Parent Guarantor (each, as defined in our credit agreement) and, subject to certain exceptions, each of our existing and future domestic wholly owned
subsidiaries.

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

As
of September 30, 2007, borrowings under the U.S. term loan facility bear interest at LIBOR plus 2.25% with respect to the dollar-denominated facility, and EURIBOR plus
2.25% with respect to the Euro-denominated facility. Borrowings under the $300 million revolving credit facility bear interest at LIBOR plus 2.25%. Under the $150 million
synthetic letter of credit facility, we must pay a facility fee equal to the applicable margin under the U.S. term loan facility on the amount on deposit. The applicable margin for borrowings
under the term loan facility, the revolving credit facility and the synthetic letter of credit facility may be adjusted subject to our leverage ratios. At September 30, 2007, there were no
borrowings outstanding under the revolving credit facility, and we had commitments of approximately $114 million outstanding under our synthetic letter of credit facility.

During
the nine months ended September 30, 2007, we made a $100 million discretionary repayment of amounts outstanding under the term loan portion of our senior secured
credit facility and repaid approximately $14 million of term loans as required under the agreement. In addition, the

54

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amounts
outstanding under the Euro-denominated facility and Euro-denominated notes increased by approximately $94 million as a result of foreign exchange fluctuations,
which are offset with foreign exchange hedge instruments contracted by us. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the Consolidated
Condensed Balance sheet.

In
addition to paying interest on outstanding principal under the senior secured credit facilities, we are required to pay a commitment fee to the lenders under the revolving credit
facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be reduced subject to our attaining certain leverage
ratios. We are also required to pay customary letter of credit fees.

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

Senior Notes and Senior Subordinated Notes

On August 23, 2006, in connection with the Acquisition, we issued $150 million of dollar denominated senior dollar
floating rate notes, €235 million euro-denominated senior floating rate notes ($299 million dollar equivalent) and $450 million 97/8%
senior fixed rate notes. The dollar-denominated floating rate senior notes bear interest at a rate equal to LIBOR plus 45/8%. The euro-denominated floating rate senior notes
bear interest at a rate equal to EURIBOR plus 45/8%. The senior notes are unsecured senior obligations and are subordinated to all of our existing and future secured indebtedness
(including the senior secured credit facility) and will be senior in right of payment to any existing and future subordinated indebtedness (including the senior subordinated notes). The senior notes
are redeemable at our option at any time, in whole or in part, at the appropriate redemption prices plus accrued interest through the redemption date.

On
August 23, 2006, in connection with the Acquisition, we issued $300 million of 117/8% dollar denominated notes and €160 million of
107/8% Euro-denominated notes ($204 million dollar equivalent). The senior subordinated notes are unsecured senior subordinated obligations and are subordinated in
right of payment to all of our existing and future senior indebtedness and secured indebtedness (including the senior credit facilities and the senior notes).

The
indentures governing the senior notes and senior subordinated notes limit the Parent Guarantor's (and most or all of its subsidiaries')
ability to:



From
time to time, depending upon market, pricing and other conditions, as well as on our cash balances and liquidity, we may seek to repurchase a portion of the senior notes and/or
senior subordinated notes in the open market.

55

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

As
of September 30, 2007 we were in compliance with all restriction and financial covenants related to long-term debt.

Orbitz Worldwide Credit Facilities

On July 25, 2007, concurrent with its initial public offering, Orbitz entered into a $685 million credit facility
consisting of (i) a $600 million term loan facility; (ii) a $50 million revolving credit facility; and (iii) a $35 million alternative currency revolving
credit facility. Orbitz Worldwide is required to repay the term loans in quarterly installments equal to 1% per annum of the original funded principal amount, commencing on December 31, 2007.
Borrowings under the term loan facility bear interest at a variable rate of LIBOR plus 300 basis points or an alternative base rate. Borrowings under the revolving credit facilities bear
interest LIBOR plus 2.50 or an alternative base rate. At September 30, 2007, there were no amounts outstanding under the revolving credit facilities.

The
applicable margin for borrowings under the term loan facility and the revolving credit facility may be reduced subject to Orbitz's attaining certain leverage ratios.

Orbitz
Worldwide used approximately $477 million of net proceeds from its initial public offering and $530 million from its term loan borrowings to repay indebtedness it
owed to us and to pay us a dividend. We used such proceeds to repay approximately $1 billion outstanding under its senior secured credit facilities.

Orbitz Worldwide Initial Public Offering

On July 25, 2007, Orbitz Worldwide completed an initial public offering of approximately 41% of its equity for net proceeds of
approximately $477 million. In addition, Orbitz Worldwide entered into a new senior secured credit agreement consisting of a seven-year $600 million senior secured term loan
and a six-year senior secured revolving credit facility that provide for borrowings up to $85 million. Approximately
$530 million of these proceeds were used to repay indebtedness owed to us and to pay us a dividend. We used these proceeds to repay a portion of our senior secured credit facility.

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, 2007 was to
interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. We currently use interest rate swaps as the derivative instrument in these hedging
strategies. The derivatives used to manage the risk associated with our floating rate debt are designated as cash flow hedges.

Contractual Obligations

The following table summarizes our future contractual obligations as of September 30, 2007. The table below does not include
future cash payments related to (i) contingent payments that may be made to Avis Budget and/or third parties at a future date, (ii) payments that may result from the transfer to us of
certain assets by Avis Budget, (iii) income tax payments related to FIN 48, for which

56

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the
timing is uncertain or (iv) the various guarantees described in the notes to the financial statements included elsewhere herein.

(in millions)

Q4
2007

2008

2009

2010

2011

2012

Thereafter

TotalDebt

$
7

$
30

$
29

$
30

$
24

$
17

$
4,219

$
4,356Interest payments(a)


94


369


368


367


367


367


568


2,500Operating leases


19


78


71


66


48


29


129


440Other purchase commitments(b)


27


110


85


72


58


13





365Total

$
147

$
587

$
553

$
535

$
497

$
426

$
4,916

$
7,661


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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,
2007 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.

Item 4. Controls and Procedures



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

The
Company, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, respectively, carried out an evaluation of the
effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act, as of September 30, 2007. Based on the evaluation
performed, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective at a reasonable assurance level as of
September 30, 2007 because of the identification of the material weakness in its internal control over financial reporting, described below, which the Company views as an integral part of its
disclosure controls and procedures.

The
material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency
subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. In light of this material weakness, the
Company performed additional analyses and other post-closing procedures to ensure the Company's consolidated financial statements are prepared in accordance with generally accepted accounting
principles. Accordingly, management believes that the financial statements included in this report fairly represent in all material respects the Company's financial condition, results of operations
and cash flows for the periods presented.

57

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There have been no changes in our internal control over financial reporting (as such term is defined in
rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

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

58

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings.

As reported by the Company in its 2006 Financial Statements included in its Registration Statement on Form S-4
originally filed with the Securities and Exchange Commission on March 30, 2007, as amended, in September 2005, Worldspan and Orbitz, LLC filed separate lawsuits against the other,
each alleging various claims. On August 21, 2007, the parties agreed to stay both the state and federal actions. On September 18, 2007, the Circuit Court of Cook County dismissed all
pending claims between the parties with prejudice. Other than as discussed above, there are no material changes from the description of our legal proceedings as previously disclosed.

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in our Registration Statement on Form S-4
filed with the SEC on May 8, 2007, as amended, other than the material weakness disclosed in Item 4.

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.

59

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

TRAVELPORT LIMITEDDate: September 26, 2008

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

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


60

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EXHIBIT INDEX

3.1

Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the
Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).3.2

Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the
Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007.10.1

Form of Travelport 2007 Supplemental Profit Sharing Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
Travelport Limited on July 25, 2007 (dated July 19, 2007)).10.2

Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).10.3

Transition Services Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).10.4

Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).10.5

Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. and Galileo
Nederland B.V. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated Juy 23, 2007)).10.6

Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated Agreement of Exempted Limited Partnership (Incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).10.7

Form of Amendment No. 1 to Management Equity Award Agreement (Restricted Equity Units (Incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).10.8

Form of Amendment No. 1 to Management Equity Award Agreement (Profits Interests) (Incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).10.9

Form of Management Equity Award Agreement (Senior Leadership Team) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K
filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).10.10

Form of Management Equity Award Agreement for Gordon Wilson (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by
Travelport Limited on August 28, 2007 (dated August 22, 2007)).10.11

TDS Investor (Cayman) L.P. Second Amended and Restated 2006 Interest Plan (Incorporated by reference to Exhibit 10.6 to the Current Report on
Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).31.1

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

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

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


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