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



Form 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2008oro

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


Commission File No. 333-141714



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

Bermuda(State or other jurisdiction of incorporation or organization)

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




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

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

Large accelerated filer o

Accelerated filer o

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

Smaller reporting company o


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

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



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Table of Contents

PagePART I

Financial Information

1Item 1.

Financial Statements

1Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 (Restated)

1Consolidated Condensed Balance Sheets as of June 30, 2008 and December 31, 2007 (Restated)

2Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (Restated)

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

4Notes to Consolidated Condensed Financial Statements

5Item 2.

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

28Item 3.

Quantitative and Qualitative Disclosures About Market Risk

41Item 4.

Controls and Procedures

41PART II

Other Information

42Item 1.

Legal Proceedings

42Item 1A.

Risk Factors

42Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

42Item 3.

Defaults upon Senior Securities

42Item 4.

Submission of Matters to a Vote of Security Holders

42Item 5.

Other Information

42Item 6.

Exhibits

42Signatures

43


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FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements identify prospective information. Important
factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "potential," "should," "will" and "would" or other similar words. You should read statements that contain
these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing,
changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information or state other
"forward-looking" information. The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or
predicted by these forward-looking statements:



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

Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such
performance or results will be achieved. Forward- looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject
to risks and

i

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uncertainties
that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission (the "SEC") on March 11, 2008, as well as any other
cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse
effect on our business, results of operations and financial position.

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

ii

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

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

As Restated
(See Note 2)



As Restated
(See Note 2)Three Months
Ended June 30,
2007

Three Months
Ended June 30,
2008

Six Months
Ended June 30,
2007

Six Months
Ended June 30,
2008Net revenue

$
715

$
703

$
1,381

$
1,369Costs and expensesCost of revenue


285


362


565


702Selling, general and administrative


301


158


562


341Separation and restructuring charges


6


5


29


14Depreciation and amortization


51


62


105


129Other expense, net


2





2


Total costs and expenses


645


587


1,263


1,186Operating income


70


116


118


183Interest expense, net


(83
)

(52
)

(168
)

(138
)Gain on early extinguishment of debt





9





18Income (loss) from continuing operations before income taxes and equity in losses of investments, net


(13
)

73


(50
)

63Provision for income taxes


(8
)

(11
)

(5
)

(23
)Equity in losses of investments, net





(3
)




(10
)Income (loss) from continuing operations, net of tax


(21
)

59


(55
)

30Loss from discontinued operations


(1
)




(1
)

Net income (loss)

$
(22
)
$
59

$
(56
)
$
30


See
Notes to Consolidated Condensed Financial Statements

1

---





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

As Restated
(See Note 2)December 31, 2007

June 30, 2008AssetsCurrent assets:Cash and cash equivalents

$
309

$
309Accounts receivable, net


417


504Deferred income taxes


9


10Other current assets


252


340Assets of discontinued operations


36


Total current assets


1,023


1,163Property and equipment, net


532


518Goodwill


1,757


1,832Trademarks and tradenames


510


524Other intangible assets, net


1,717


1,702Investment in Orbitz Worldwide


366


365Non-current deferred income taxes


3


3Other non-current assets


242


235Total assets

$
6,150

$
6,342Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
191

$
228Accrued expenses and other current liabilities


827


936Current portion of long-term debt


17


19Deferred income taxes





1Liabilities of discontinued operations


8


Total current liabilities


1,043


1,184Long-term debt


3,751


3,708Deferred income taxes


261


275Other non-current liabilities


209


171Total liabilities


5,264


5,338Commitments and contingencies (note 11)Shareholders' equity:Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding





Additional paid in capital


1,317


1,317Accumulated deficit


(594
)

(564
)Accumulated other comprehensive income


163


251Total shareholders' equity


886


1,004Total liabilities and shareholders' equity

$
6,150

$
6,342


See
Notes to Consolidated Condensed Financial Statements

2

---





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

As Restated
(See Note 2)Six Months Ended
June 30, 2007

Six Months Ended
June 30, 2008Operating activities of continuing operationsNet income (loss)

$
(56
)
$
30Loss from discontinued operations


1


Income (loss) from continuing operations


(55
)

30Adjustments to reconcile net income (loss) to net cash provided by operating activities from continuing operationsDepreciation and amortization


105


129Deferred income taxes


(12
)

(6
)Provision for bad debts


4


7FASA liability





(17
)Amortization of debt issuance costs


10


11Non-cash charges related to tax sharing liability


6


Gain on early extinguishment of debt





(18
)Unrealized gains on interest rate derivatives





(25
)Equity based compensation


13


Equity in losses of investments, net





10Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(3
)

(78
)Other current assets





(6
)Accounts payable, accrued expenses and other current liabilities


267


129Other


(19
)

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


316


153Investing activities of continuing operationsProperty and equipment additions


(64
)

(46
)Businesses acquired, net of cash and acquisition related payments


(7
)

(3
)Proceeds from asset sales


75


Other


1


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


5


(48
)Financing activities of continuing operationsPrincipal payments on borrowings


(111
)

(109
)Issuance of common stock


2


Net cash used in financing activities of continuing operations


(109
)

(109
)Effect of changes in exchange rates on cash and cash equivalents


4


4Net increase in cash and cash equivalents from continuing operations


216


Cash and cash equivalents at beginning of period


87


309Cash and cash equivalents at end of period


303


309Less cash of discontinued operations


(1
)

Cash and cash equivalents of continuing operations

$
302

$
309Supplemental disclosure of cash flow informationInterest payments

$
161

$
131Income tax payments, net

$
16

$
18


See Notes to Consolidated Condensed Financial Statements

3

---





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

Common
Stock

Additional
Paid In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

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

$


$
1,317

$
(594
)
$
163

$
886Net income








30


Currency translation adjustment, net of tax of $0











85Unrealized loss on cash flow hedges, net of tax of $0











(8
)Unrealized gain on investments, net of tax of $0











11Total comprehensive income














118Balance as of June 30, 2008

$


$
1,317

$
(564
)
$
251

$
1,004


See
Notes to Consolidated Condensed Financial Statements

4

---





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

1. Basis of Presentation

Travelport Limited ("Travelport" or the "Company") is a Bermuda company formed on July 13, 2006 for the purpose of acquiring the Travelport businesses of Avis Budget
Group, Inc. (formerly Cendant Corporation) ("Avis Budget"). Travelport is one of the world's largest travel services companies offering broad based business services to companies operating in
the global travel industry. The Company is comprised of Travelport GDS, a global distribution system business that includes the Worldspan and Galileo brands ("GDS"); Gullivers Travel Associates
("GTA"), a group travel and wholesale hotel business; Business Intelligence Services, a data analysis business; and IT Services and Software, which hosts mission critical applications and provides
business solutions for major airlines. The Company has approximately 6,000 employees and operates in 145 countries. Travelport is a private company owned by affiliates of The Blackstone Group
("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California, One Equity Partners ("OEP") of New York and Travelport management.

In
presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), management
makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results
could differ from those estimates. In management's opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim
results reported. The results of operations reported for interim periods are not necessarily indicative of the results of
operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company's 2007 Annual Report on Form 10-K filed on
March 11, 2008.

2. Restatement

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

As
a result of these errors, the Company's Board of Directors and management determined to restate the Company's previously issued financial statements as of December 31, 2007 and
for the three and six months ended June 30, 2007. In addition, the Company corrected previously identified insignificant errors related to (1) the purchase price allocation related to
the Worldspan acquisition; (2) the accounting for certain liabilities and additional paid in capital related to its investment in Orbitz Worldwide; and (3) other insignificant items.

The
restated amounts included below for the three and six month periods ended June 30, 2007 include the impact of reflecting the results of operations of the Trust business as a
discontinued operation. See Note 4Discontinued Operations for additional information.

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

5

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

STATEMENTS OF OPERATIONS

Three Months Ended
June 30, 2007

Six Months Ended
June 30, 2007As Previously
Reported

As Restated

As Previously
Reported

As RestatedNet revenue

$
723

$
715

$
1,396

$
1,381Costs and expensesCost of revenue


287


285


568


565Selling, general and administrative


307


301


570


562Separation and restructuring charges


6


6


29


29Depreciation and amortization


52


51


107


105Other expense, net


1


2


2


2Total costs and expenses


653


645


1,276


1,263Operating income


70


70


120


118Interest expense, net


(83
)

(83
)

(168
)

(168
)Loss from continuing operations before income taxes


(13
)

(13
)

(48
)

(50
)Provision for income taxes


(8
)

(8
)

(5
)

(5
)Loss from continuing operations, net of tax


(21
)

(21
)

(53
)

(55
)Loss from discontinued operations





(1
)




(1
)Net loss

$
(21
)
$
(22
)
$
(53
)
$
(56
)


6

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

BALANCE SHEET

December 31, 2007As Previously
Reported

As RestatedAssetsCurrent assets:Cash and cash equivalents

$
309

$
309Accounts receivable, net


416


417Deferred income taxes


9


9Other current assets


253


252Assets of discontinued operations


36


36Total current assets


1,023


1,023Property and equipment, net


541


532Goodwill


1,746


1,757Trademarks and tradenames


510


510Other intangible assets, net


1,717


1,717Investment in Orbitz Worldwide


364


366Non-current deferred income taxes


3


3Other non-current assets


236


242Total assets

$
6,140

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

$
191

$
191Accrued expenses and other current liabilities


821


827Current portion of long-term debt


17


17Deferred income taxes





Liabilities of discontinued operations


8


8Total current liabilities


1,037


1,043Long-term debt


3,751


3,751Deferred income taxes


261


261Other non-current liabilities


203


209Total liabilities


5,252


5,264Commitments and contingencies (note 11)Shareholders' equity:Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding





Additional paid in capital


1,311


1,317Accumulated deficit


(587
)

(594
)Accumulated other comprehensive income


164


163Total shareholders' equity


888


886Total liabilities and shareholders' equity

$
6,140

$
6,150


7

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

STATEMENT OF CASH FLOWS

Six Months Ended
June 30, 2007As Previously Reported

As RestatedOperating activities of continuing operationsNet loss

$
(53
)
$
(56
)Loss from discontinued operations





1Loss from continuing operations


(53
)

(55
)Adjustments to reconcile net loss to net cash provided by operating activities from continuing operationsDepreciation and amortization


107


105Deferred income taxes


(12
)

(12
)Provision for bad debts


4


4Amortization of debt issuance costs


10


10Non-cash charges related to tax sharing liability


6


6Equity based compensation


13


13Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(2
)

(3
)Accounts payable, accrued expenses and other current liabilities


264


267Other


(19
)

(19
)Net cash provided by operating activities of continuing operations


318


316Investing activities of continuing operationsProperty and equipment additions


(64
)

(64
)Businesses acquired, net of cash and acquisition related payments


(7
)

(7
)Proceeds from asset sales


75


75Other


1


1Net cash provided by investing activities of continuing operations


5


5Financing activities of continuing operationsPrincipal payments on borrowings


(111
)

(111
)Issuance of common stock


2


2Net cash used in financing activities of continuing operations


(109
)

(109
)Effect of changes in exchange rates on cash and cash equivalents


4


4Net increase in cash and cash equivalents from continuing operations


218


216Cash and cash equivalents at beginning of period


97


87Cash and cash equivalents at end of period


315


303Less cash of discontinued operations





(1
)Cash and cash equivalents of continuing operations

$
315

$
302


8

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Recently Issued Accounting Pronouncements

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

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

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

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



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

9

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Recently Issued Accounting Pronouncements (Continued)

The
Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest
rates. As a matter of policy, the Company does not use derivatives for trading or speculative purposes. The Company determines the fair value of its derivative instruments using pricing models that
use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These pricing models are categorized within Level 2 of the fair value hierarchy.

The
adoption of SFAS No. 157 did not have a significant impact on the Company's results of operations or balance sheet as of January 1, 2008. At June 30, 2008, the
fair value of the derivative contracts in an asset position reflected a $4 million adjustment due to the credit assessment of the counterparty. See Note 10, Fair Value Disclosures, for
additional information.

In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements for the reporting entity in a
business combination,
including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This
statement also establishes disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company will
adopt SFAS No. 141(R) on January 1, 2009, as required and is currently evaluating the impact of such adoption on its financial statements.

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

4. Discontinued Operations

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

10

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

4. Discontinued Operations (Continued)

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

Three Months Ended
June 30, 2007

Six Months Ended
June 30, 2007Net revenue

$
8

$
15Costs and expensesCost of revenue


3


6Selling general and administrative


5


8Depreciation and amortization


1


2Total costs and expenses


9


16Loss before income taxes


(1
)

(1
)Benefit for income taxes





Loss from discontinued operations, net of tax

$
(1
)
$
(1
)


5. Separation and Restructuring Charges

Separation and restructuring charges consisted of:

Three Months
Ended June 30,
2007

Three Months
Ended June 30,
2008

Six Months
Ended June 30,
2007

Six Months
Ended June 30,
2008Separation costs

$
2

$


$
4

$
Restructuring charges


4


5


25


14$
6

$
5

$
29

$
14


Separation Costs

Separation costs of $2 million and $4 million for the three and six months ended June 30, 2007, respectively,
consist of $1 million each in employee retention plans and professional fees for the three months ended June 30, 2007 and $2 million each in employee retention plans and
professional fees for the six months ended June 30, 2007.

Restructuring Charges

During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into our
GDS segment, the Company committed to various strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing
processes. Substantially all of the costs incurred were personnel related. The

11

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Separation and Restructuring Charges (Continued)

recognition
of the restructuring charges and the corresponding utilization during the six months ended June 30, 2008 are summarized by category as follows:

Balance at January 1, 2008

$
8Restructuring charges


14Cash payments


(15
)Balance at June 30, 2008

$
7


Included
within the $14 million of restructuring charges incurred during the six months ended June 30, 2008 are $12 million related to the Worldspan restructuring
plan and $2 million related to the 2006 restructuring plan.

Approximately
$3 million and $1 million of the restructuring charges incurred during the three months ended June 30, 2008 have been recorded within the GDS and GTA
segments, respectively, and approximately $1 million has been recorded within Corporate and other. For the six months ended June 30, 2008, approximately $9 million and
$2 million of the restructuring costs have been recorded within the GDS and GTA segments, respectively, and approximately $3 million has been recorded within Corporate and other. The
Company expects to incur additional restructuring charges during 2008, primarily within the GDS segment.

The
restructuring charges incurred during the three months ended June 30, 2007 related to the 2006 restructuring plan. Approximately $3 million and $1 million of the
restructuring charges have been recorded within the GDS and GTA segments, respectively. For the six months ended June 30, 2007, approximately $22 million, $1 million and
$1 million of the restructuring charges have been recorded within the GDS, Orbitz Worldwide and GTA segments, respectively, and approximately $1 million has been recorded within
Corporate and other.

6. Other Current Assets

Other current assets consisted of:

As of December 31,
2007

As of June 30,
2008Derivative contracts

$
101

$
190Prepaid expenses


46


50Sales and use tax receivables


37


42Other


68


58$
252

$
340


12

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Intangible Assets

Intangible assets consisted of:

As of December 31, 2007

As of June 30, 2008Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
AmountNon-Amortizable Intangible AssetsGoodwill

$
1,757







$
1,832Trademarks and tradenames

$
510







$
524Amortizable Intangible AssetsCustomer relationships

$
1,826

$
157

$
1,669

$
1,884

$
233

$
1,651Vendor relationships and other


52


4


48


56


5


51$
1,878

$
161

$
1,717

$
1,940

$
238

$
1,702


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

Balance
as of
December 31,
2007

Adjustments
to Goodwill
Acquired in
2007

Foreign
Exchange

Balance as of June 30, 2008GDS

$
948

$
12

$


$
960GTA


809





63


872$
1,757

$
12

$
63

$
1,832


The
adjustments to goodwill acquired in 2007 are primarily the result of a $10 million adjustment to the purchase price of Worldspan.

The
purchase price allocation related to the Worldspan acquisition was completed during the second quarter of 2008.

Amortization
expense relating to all intangible assets was as follows:

Three Months
Ended
June 30, 2007

Three Months
Ended
June 30, 2008

Six Months
Ended
June 30, 2007

Six Months
Ended
June 30, 2008Customer relationships

$
31

$
35

$
61

$
70Vendor relationships and other





1


1


1Total

$
31

$
36

$
62

$
71


13

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Intangible Assets (Continued)

The
Company expects amortization expense relating to intangible assets to be approximately $76 million for the remainder of 2008 and $140 million, $140 million,
$136 million, $130 million and $128 million for each of the five succeeding fiscal years, respectively.

8. Orbitz Worldwide

Prior to October 31, 2007, Orbitz Worldwide, Inc. ("Orbitz Worldwide") was a consolidated subsidiary of the Company. As a result of certain transactions, effective
October 31, 2007, the Company accounts for its investment in Orbitz Worldwide under the equity method of accounting and regularly reviews the carrying value of this investment. As of
June 30, 2008, the Company's investment in Orbitz Worldwide was $365 million. The Company has recorded losses of $3 million and $10 million related to its investment in
Orbitz Worldwide for the three and six months ended June 30, 2008, respectively, within equity in losses of investments, net on the Consolidated Condensed Statements of Operations. Presented
below are the summary results of operations for the three and six months ended June 30, 2008 for Orbitz Worldwide.

Statement of Operations

Three Months
Ended
June 30, 2008

Six Months
Ended
June 30, 2008Net revenue

$
231

$
450Operating expenses


216


436Operating income


15


14Interest expense, net


(15
)

(31
)Loss before income taxes





(17
)Income tax provision


(5
)

(3
)Net loss

$
(5
)
$
(20
)


During
the three and six months ended June 30, 2008, approximately $36 million and $64 million, respectively, of net revenue was earned by Orbitz Worldwide through
transactions with the Company. As of June 30, 2008, the Company had a balance payable to Orbitz Worldwide of approximately $17 million related to such transactions, which is included on
the Consolidated Condensed Balance Sheet within accrued expenses and other current liabilities.

14

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Long-Term Debt

Long-term debt consisted of:

Maturity

As of
December 31,
2007

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

August 2013

$
1,723

$
1,718Euro-denominated

August 2013


510


551Senior notesDollar-denominated floating rate notes

September 2014


150


150Euro-denominated floating rate notes

September 2014


343


27797/8% notes

September 2014


450


450Senior subordinated notes117/8% Dollar-denominated notes

September 2016


300


290107/8% Euro-denominated notes

September 2016


233


231Capital leases and other




59


60Total debt




3,768


3,727Less: Current portion




17


19Long-term debt



$
3,751

$
3,708


During the six months ended June 30, 2008, the Company repurchased approximately $121 million aggregate principal amount of notes at a discount, resulting in
$18 million of gains from early extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated term loan facility and Euro-denominated
notes increased by approximately $84 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instruments contracted by the Company. The
unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the Consolidated Condensed Balance Sheet. During the six months ended June 30, 2008, the
Company repaid approximately $5 million of debt under its senior secured credit facility as required under the senior secured credit agreement and approximately $1 million as required
under its capital leases.

As
of June 30, 2008, there were no borrowings outstanding under the Company's revolving credit facilities, approximately $131 million of commitments outstanding under the
Company's synthetic letter of credit facility and approximately $19 million of non-U.S. dollar letter of credit commitments outstanding under the Company's revolving credit facility. Included
in these amounts are commitments of approximately $71 million in letters of credit issued by the Company on behalf of Orbitz Worldwide pursuant to the Separation Agreement with Orbitz
Worldwide.

The
senior notes and senior subordinated notes are guaranteed by the Company's subsidiaries incorporated in the U.S. with the exception of Galileo International Technology, LLC. See
Note 14Guarantor and Non-Guarantor Consolidating Condensed Financial Statements.

15

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

10. Fair Value Disclosures

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

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

As of
December 31,
2007

As of
June 30,
2008Marketable SecuritiesLeve1 1Quoted Prices in Active Markets

$
4

$
5DerivativesLevel 2Significant Other Observable InputsUnrealized foreign exchange gains on foreign currency interest rate swaps


133


195Foreign exchange forwardsassets


1


5Foreign exchange forwardsliabilities


(5
)

(4
)Unrealized loss on interest rate swaps


(37
)

(14
)


The
unrealized foreign exchange gains on foreign currency interest rate swaps include a non-cash gain of $25 million resulting from the Company's interest rate hedging programs
and have been recorded as a reduction to interest expense.

11. Commitments and Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business
practices, intellectual property and other commercial, employment and tax matters. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring
accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is
inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a
material adverse effect on the Company's results of operations or cash flows in a particular reporting period. There are no new significant claims, legal proceedings or inquiries from those previously
disclosed as of December 31, 2007.

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

16

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Commitments and Contingencies (Continued)

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

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

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

12. Segment Information

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

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

17

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Segment Information (Continued)

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

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

Three
Months Ended
June 30, 2007

Three
Months Ended
June 30, 2008

Six
Months Ended
June 30, 2007

Six
Months Ended
June 30, 2008GDSNet revenue

$
408

$
592

$
822

$
1,184Segment EBITDA


120


164


235


330GTANet revenue


88


111


145


185Segment EBITDA


26


36


25


45Orbitz WorldwideNet revenue


235





447


Segment EBITDA


26





49


Corporate and otherEBITDA(a)


(51
)

(13
)

(86
)

(45
)Intersegment eliminations(b)Net revenue


(16
)




(33
)

Consolidated TotalsNet revenue

$
715

$
703

$
1,381

$
1,369EBITDA

$
121

$
187

$
223

$
330


---

18

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Segment Information (Continued)

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

Three
Months Ended
June 30, 2007

Three
Months Ended
June 30, 2008

Six
Months Ended
June 30, 2007

Six
Months Ended
June 30, 2008EBITDA

$
121

$
187

$
223

$
330Interest expense, net


(83
)

(52
)

(168
)

(138
)Depreciation and amortization


(51
)

(62
)

(105
)

(129
)Income (loss) from continuing operations before income taxes and equity in losses of investments, net

$
(13
)
$
73

$
(50
)
$
63


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

As of
December 31,
2007

As of
June 30,
2008GDS

$
3,228

$
3,192GTA


2,087


2,219Corporate and other


835


931Total

$
6,150

$
6,342


13. Related Party Transactions

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

In
connection with the new Transaction and Monitoring Fee Agreement, the Company recorded approximately $2 million in expense during the three months ended June 30, 2008.

14. Guarantor and Non-Guarantor Condensed Financial Statements

The following condensed financial information presents the Company's Consolidating Condensed Balance Sheet as of June 30, 2008 and December 31, 2007 and the Consolidating
Condensed Statements of Operations and Statements of Cash Flows for the three and six months ended June 30, 2008 and 2007 for: (a) Travelport Limited ("the Parent Guarantor");
(b) Waltonville Limited, which is

19

---



TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

currently
in dissolution, and TDS Investor (Luxembourg) s.a.r.l ("the Intermediate Parent Guarantor"); (c) Travelport LLC (formerly known as Travelport Inc.) ("the Issuer");
(d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent Guarantor and the
Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis, respectively.

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
342

$
385

$
(12
)
$
715Cost and expensesCost of revenue











190


107


(12
)

285Selling, general and administrative











60


241





301Separation and restructuring charges











6








6Depreciation and amortization











31


20





51Other expense, net














2





2Total costs and expenses











287


370


(12
)

645Operating income











55


15





70Interest income (expense), net


7





(90
)

2


(2
)




(83
)Equity in earnings (losses) of subsidiaries, net


(29
)

(35
)

61








3


Income (loss) before income taxes


(22
)

(35
)

(29
)

57


13


3


(13
)Provision for income taxes











(2
)

(6
)




(8
)Income (loss) from continuing operations, net of tax


(22
)

(35
)

(29
)

55


7


3


(21
)Loss from discontinued operations, net of tax














(1
)




(1
)Net income (loss)

$
(22
)
$
(35
)
$
(29
)
$
55

$
6

$
3

$
(22
)


20

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS    For the Six Months Ended June 30, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
667

$
741

$
(27
)
$
1,381Cost and expensesCost of revenue











297


295


(27
)

565Selling, general and administrative











160


402





562Separation and restructuring charges











29








29Depreciation and amortization











66


39





105Other expense, net











1


1





2Total costs and expenses











553


737


(27
)

1,263Operating income











114


4





118Interest income (expense), net


7





(173
)

(2
)







(168
)Equity in earnings (losses) of subsidiaries, net


(63
)

(64
)

115








12


Income (loss) before income taxes


(56
)

(64
)

(58
)

112


4


12


(50
)Provision for income taxes











(3
)

(2
)




(5
)Income (loss) from continuing operations, net of tax


(56
)

(64
)

(58
)

109


2


12


(55
)Loss from discontinued operations, net of tax














(1
)




(1
)Net income (loss)

$
(56
)
$
(64
)
$
(58
)
$
109

$
1

$
12

$
(56
)


21

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
299

$
404

$


$
703Cost and expensesCost of revenue











164


198





362Selling, general and administrative


(3
)







5


156





158Separation and restructuring charges











5








5Depreciation and amortization











41


21





62Total costs and expenses


(3
)







215


375





587Operating income


3








84


29





116Interest expense, net








(48
)

(4
)







(52
)Gain on early extinguishment of debt








9











9Equity in earnings of subsidiaries, net


56


40


79








(175
)

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


59


40


40


80


29


(175
)

73Provision for income taxes











(1
)

(10
)




(11
)Equity in losses of investments, net





(3
)













(3
)Net income

$
59

$
37

$
40

$
79

$
19

$
(175
)
$
59


22

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS    For the Six Months Ended June 30, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
588

$
781

$


$
1,369Cost and expensesCost of revenue











336


366





702Selling, general and administrative


(5
)




4


16


326





341Separation and restructuring charges











9


5





14Depreciation and amortization











88


41





129Total costs and expenses


(5
)




4


449


738





1,186Operating income (loss)


5





(4
)

139


43





183Interest expense, net








(130
)

(8
)







(138
)Gain on early extinguishment of debt








18











18Equity in earnings of subsidiaries, net


25


12


128








(165
)

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


30


12


12


131


43


(165
)

63Provision for income taxes











(3
)

(20
)




(23
)Equity in losses of investments, net





(10
)













(10
)Net income

$
30

$
2

$
12

$
128

$
23

$
(165
)
$
30


23

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
221

$


$


$
(6
)
$
94

$


$
309Accounts receivable, net











99


318





417Deferred income taxes











4


5





9Other current assets


2





99


68


83





252Assets of discontinued operations














36





36Total current assets


223





99


165


536





1,023Investment in subsidiary/intercompany


659


(1,003
)

2,602








(2,258
)

Property and equipment, net











442


90





532Goodwill











974


783





1,757Trademarks and tradenames











313


197





510Other intangible assets, net











1,029


688





1,717Investment in Orbitz Worldwide





366














366Non-current deferred income taxes














3





3Other non-current assets


9





42


132


59





242Total assets

$
891

$
(637
)
$
2,743

$
3,055

$
2,356

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

$


$


$


$
40

$
151

$


$
191Accrued expenses and other current liabilities


5


29


37


170


586





827Current portion of long-term debt








10


7








17Deferred income taxes




















Liabilities of discontinued operations














8





8Total current liabilities


5


29


47


217


745





1,043Long-term debt








3,699


52








3,751Deferred income taxes











30


231





261Other non-current liabilities





2





154


53





209Total liabilities


5


31


3,746


453


1,029





5,264Total shareholders' equity/intercompany


886


(668
)

(1,003
)

2,602


1,327


(2,258
)

886Total liabilities and shareholders' equity

$
891

$
(637
)
$
2,743

$
3,055

$
2,356

$
(2,258
)
$
6,150


24

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
216

$


$


$
29

$
64

$


$
309Accounts receivable, net











97


407





504Deferred income taxes











4


6





10Other current assets


6





185


46


103





340Total current assets


222





185


176


580





1,163Investment in subsidiary/intercompany


778


(878
)

2,588








(2,488
)

Property and equipment, net











427


91





518Goodwill











985


847





1,832Trademarks and tradenames











313


211





524Other intangible assets, net











990


712





1,702Investment in Orbitz Worldwide





365














365Non-current deferred income taxes














3





3Other non-current assets


7





52


123


53





235Total assets

$
1,007

$
(513
)
$
2,825

$
3,014

$
2,497

$
(2,488
)
$
6,342Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
40

$
188

$


$
228Accrued expenses and other current liabilities


3


52


36


176


669





936Current portion of long-term debt








10


9








19Deferred income taxes














1





1Total current liabilities


3


52


46


225


858





1,184Long-term debt








3,657


51








3,708Deferred income taxes











28


247





275Other non-current liabilities











122


49





171Total liabilities


3


52


3,703


426


1,154





5,338Total shareholders' equity/intercompany


1,004


(565
)

(878
)

2,588


1,343


(2,488
)

1,004Total liabilities and shareholders' equity

$
1,007

$
(513
)
$
2,825

$
3,014

$
2,497

$
(2,488
)
$
6,342


25

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS    For the Six Months Ended June 30, 2007

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activities of continuing operationsNet income (loss)

$
(56
)
$
(64
)
$
(58
)
$
109

$
1

$
12

$
(56
)Loss from discontinued operations














1





1Income (loss) from continuing operations


(56
)

(64
)

(58
)

109


2


12


(55
)Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization











66


39





105Deferred income taxes











2


(14
)




(12
)Provision for bad debts














4





4Amortization of debt issuance costs








10











10Non-cash charges related to tax sharing liability











6








6Equity based compensation











13








13Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable














(3
)




(3
)Other current assets




















Accounts payable, accrued expenses and other current liabilities


(13
)




45


(125
)

360





267Investment in subsidiaries


63


64


(115
)







(12
)

Other











(7
)

(12
)




(19
)Net cash provided by (used in) operating activities of continuing operations


(6
)




(118
)

64


376





316Investing activities of continuing operationsProperty and equipment additions











(48
)

(16
)




(64
)Acquisition related payments











(7
)







(7
)Proceeds from asset sales














75





75Net intercompany funding


4





229


(14
)

(219
)




Other














1





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


4





229


(69
)

(159
)




5Financing activities on continuing operationsPrincipal payments on borrowings








(111
)










(111
)Issuance of common stock


2

















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


2





(111
)










(109
)Effect of changes in exchange rates on cash and cash equivalents














4





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











(5
)

221





216Cash and cash equivalents at beginning of period











19


68





87Cash and cash equivalents at end of period











14


289





303Less cash of discontinued operations














(1
)




(1
)Cash and cash equivalents of continuing operations

$


$


$


$
14

$
288

$


$
302


26

---





TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

14. Guarantor and Non-Guarantor Condensed Financial Statements (Continued)

TRAVELPORT LIMITED    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS    For the Six Months Ended June 30, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activities of continuing operationsNet income

$
30

$
2

$
12

$
128

$
23

$
(165
)
$
30Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:Depreciation and amortization











88


41





129Deferred income taxes











2


(8
)




(6
)Provision for bad debts











3


4





7FASA liability











(17
)







(17
)Amortization of debt issuance costs


2





7


2








11Equity in losses of investments, net





10














10Equity in losses of subsidiaries


(25
)

(12
)

(128
)







165


Gain on early extinguishment of debt








(18
)










(18
)Unrealized gain on interest rate derivatives








(25
)










(25
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable











1


(79
)




(78
)Other current assets











10


(16
)




(6
)Accounts payable, accrued expenses and other current liabilities








(1
)

7


123





129Other


5





4


(26
)

4





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


12





(149
)

198


92





153Investing activities of continuing operationsProperty and equipment additions











(34
)

(12
)




(46
)Acquisition related payments











(3
)







(3
)Net intercompany funding


(17
)

(3
)

257


(125
)

(112
)




Other





3








(2
)




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


(17
)




257


(162
)

(126
)




(48
)Financing activities of continuing operationsPrincipal payments on borrowings








(108
)

(1
)







(109
)Net used in financing activities of continuing operations








(108
)

(1
)







(109
)Effect of changes in exchange rates on cash and cash equivalents














4





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


(5
)







35


(30
)




Cash and cash equivalents at beginning of period


221








(6
)

94





309Cash and cash equivalents at end of period

$
216

$


$


$
29

$
64

$


$
309


27

---





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

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

Segments

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



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

RESULTS OF OPERATIONS

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

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

28

---



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

Three Months Ended June 30,

Change2007

2008

$

%Net revenue

$
715

$
703

$
(12
)

(2
)Costs and expensesCost of revenue


285


362


77


27Selling, general and administrative


301


158


(143
)

(48
)Separation and restructuring charges


6


5


(1
)

(16
)Depreciation and amortization


51


62


11


22Other expenses, net


2





(2
)

100Total costs and expenses


645


587


(58
)

9Operating income


70


116


46


66Interest expense, net


(83
)

(52
)

31


37Gain on early extinguishment of debt





9


9


100Income (loss) from continuing operations before income taxes and equity in losses of investments, net


(13
)

73


86


*Provision for income taxes


(8
)

(11
)

(3
)

38Equity in losses of investments, net





(3
)

(3
)

100Income (loss) from continuing operations, net of tax


(21
)

59


80


*Loss from discontinued operations, net of tax


(1
)




1


100Net income (loss)

$
(22
)
$
59

$
81


*


---

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

29

---



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

Three Months Ended June 30,

Change2007

2008

$

%GDSNet revenue

$
408
(a)
$
592
(c)
$
184


45Segment EBITDA


120
(b)

164
(d)

44


37GTANet revenue


88


111


23


26Segment EBITDA


26
(e)

36
(f)

10


38Orbitz WorldwideNet revenue


235
(g)




(235
)

Segment EBITDA


26
(h)




(26
)

Corporate and other(i)EBITDA


(51
)

(13
)

38


75Intersegment Eliminations(j)Net revenue


(16
)




16


Consolidated TotalsNet revenue

$
715

$
703

$
(12
)

(2
)EBITDA

$
121

$
187

$
66


55


---

30

---



Three Months Ended June 30,2007

2008Corporate and unallocated expenses

$
(30
)
$
(20
)Gain on early extinguishment of debt





9Restructuring and related activities





(1
)Separation costs


(2
)

Equity compensation


(9
)

Transaction and integration costs


(9
)

(2
)Sponsor monitoring


(1
)

(2
)Gain on foreign currency





3$
(51
)
$
(13
)


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

Three Months Ended June 30,2007

2008EBITDA

$
121

$
187Interest expense, net


(83
)

(52
)Depreciation and amortization


(51
)

(62
)Income (loss) from continuing operations before income taxes and equity in losses of investments, net

$
(13
)
$
73




Net revenue decreased $12 million (2%) and included (i) a $235 million reduction resulting from the
deconsolidation of Orbitz Worldwide, (ii) $185 million of incremental revenue from the acquisition of Worldspan, (iii) $23 million growth at GTA, and (iv) a
$16 million increase resulting from the reduction of intersegment eliminations offset by a $1 million decrease in revenue from our GDS segment excluding the results of Worldspan.

GDS
net revenue increased $184 million (45%), including $185 million of incremental revenue from the Worldspan acquisition. Excluding the Worldspan net revenue, GDS net
revenue decreased $1 million primarily due to a $2 million decrease in IT services revenue offset by a $1 million increase in other GDS revenue. Americas booking fees decreased
$7 million (7%) due to a 8% decrease in segments offset by a 1% increase in yield. EMEA booking fees increased $7 million (4%) due to a 8% increase in yield offset by a 4% decrease in
segments. Asia Pacific booking fees remained constant due to a 4% increase in yield offset by a 3% decrease in segments. Other GDS revenue increased $1 million due to a $3 million
increase in other revenue, primarily due to an increase in data services revenue, offset by a $2 million decrease in subscriber fees. IT services revenue decreased $2 million due to a
decrease in other IT services.

31

---



GTA
net revenue increased $23 million (26%) primarily as a result of a 13% increase in total transaction value ("TTV") and higher margins on overall sales, partially offset by
lower margins within our consumer business.



Cost of revenue increased $77 million (27%) primarily due to (i) $116 million of incremental costs from the
acquisition of Worldspan, (ii) a $69 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $16 million increase from the reduction of
intersegment eliminations, (iv) an $11 million increase at GTA and (v) a $3 million increase at GDS excluding the results of Worldspan.

GDS
cost of revenue increased $119 million (54%) due to $116 million of costs contributed by Worldspan. Excluding the Worldspan cost of revenue, GDS cost of revenue
increased $3 million primarily due to a $1 million (2%) decrease in telecommunications and technology costs offset by a $4 million (2%) increase in support payments and
commissions. Telecommunications and technology costs reductions reflect restructuring actions implemented in 2006. These cost saving initiatives resulted in savings of $21 million in 2008
compared to $14 million in 2007.

GTA
cost of revenue increased $11 million (80%) primarily as a result of incremental costs incurred as a result of an increase in TTV and an increase in transactions for which we
take inventory risk, resulting in increased cost of sales and net revenue. These increases are partially offset by a reduction in commissions expense as a result of the termination of a white-label
agreement within the GTA consumer businesses.



SG&A decreased $143 million (48%) primarily due to (i) $27 million of incremental costs from the acquisition of
Worldspan, (ii) a $140 million reduction resulting from the
deconsolidation of Orbitz Worldwide, (iii) a $3 million increase at GTA, (iv) a $5 million decrease from our GDS segment (excluding Worldspan) and (v) a
$28 million decrease in Corporate and other.

GDS
SG&A increased $22 million (34%), including the expenses of Worldspan that contributed $27 million. Excluding the Worldspan expenses, GDS SG&A decreased
$5 million (6%) primarily due to incremental cost saving initiatives and Worldspan synergies realized in 2008, partially offset by $4 million of incremental integration costs relating to
the Worldspan acquisition. In 2008, we realized $10 million in cost savings as compared to $8 million in 2007. We also realized $14 million in Worldspan synergies across the GDS
segment in 2008.

GTA
SG&A increased $3 million (4%) primarily as a result of increases in various general administrative and overhead costs incurred to support the growth in business, including
salaries and wages, and the impact of foreign exchange fluctuations.

Corporate
and other SG&A decreased $28 million (53%) primarily as a result of (i) a $7 million decrease in headcount related expense, (ii) a $6 million
decrease related to the Orbitz Worldwide IPO, (iii) a $9 million decrease in non-cash equity-based compensation, (iv) $3 million of incremental foreign exchange
gains and (v) a $2 million decrease in integration expense. The decrease in Corporate and unallocated SG&A includes the impact of our cost savings initiatives, which resulted in savings
of $10 million in 2008 compared to $7 million in 2007.



Separation and restructuring cost decreased $1 million due to a $2 million decrease in separation costs offset by a
$1 million increase in restructuring charges in our GDS segment.

32

---



During
2007, we incurred $4 million in restructuring charges as we committed to various strategic initiatives targeted principally at reducing costs, enhancing organizational
efficiency and consolidating and rationalizing existing processes and facilities. Approximately $3 million and $1 million of the restructuring costs were recorded within the GDS and GTA
segments, respectively. Subsequent to our acquisition by Blackstone, we committed to additional restructuring actions in the form of global headcount reductions and facility consolidations. Though we
began to implement these actions during the fourth quarter of 2006, we continue to take restructuring actions in 2008 and have incurred
$5 million in additional charges in 2008. Approximately $3 million, $1 million and $1 million of the restructuring costs have been recorded within the GDS, Corporate and
other and GTA segments, respectively.



Depreciation and amortization increased $11 million (22%) due to $16 million incremental depreciation and amortization
from the acquisition of Worldspan offset by a $13 million decrease in depreciation and amortization due to the deconsolidation of Orbitz Worldwide. On an organic basis, depreciation and
amortization increased $8 million as a result of accelerated depreciation on certain assets relating to the integration of the GDS data center.



Other expenses, net decreased $2 million primarily due to a loss on a sale of assets in 2007.



Interest expense, net decreased $31 million (37%) primarily due to a non-cash gain of $25 million resulting
from our interest rate hedging programs and the impact from our bond repurchases during the quarter.



We have an income tax provision of $11 million for the three months ended June 30, 2008 primarily for taxes in foreign
jurisdictions which cannot be offset with the losses in the United States. We recorded an income tax provision of $8 million for the three months ended June 30, 2007.

33

---



Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

Six Months Ended
June 30,

Change2007

2008

$

%Net revenue

$
1,381

$
1,369

$
(12
)

(1
)Costs and expensesCost of revenue


565


702


137


24Selling, general and administrative


562


341


(221
)

(39
)Separation and restructuring charges


29


14


(15
)

(52
)Depreciation and amortization


105


129


24


23Other expenses, net


2





(2
)

100Total costs and expenses


1,263


1,186


(77
)

(6
)Operating income


118


183


65


55Interest expense, net


(168
)

(138
)

30


18Gain on early extinguishment of debt





18


18


100Income (loss) from continuing operations before income taxes and equity in losses of investments, net


(50
)

63


113


*Provision for income taxes


(5
)

(23
)

(18
)

360Equity in losses of investments, net





(10
)

(10
)

100Income (loss) from continuing operations, net of tax


(55
)

30


85


*Loss from discontinued operations, net of tax


(1
)




1


100Net income (loss)

$
(56
)
$
30

$
86


*


---

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

34

---



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

Six Months Ended
June 30,

Change2007

2008

$

%GDSNet revenue

$
822
(a)
$
1,184
(c)
$
362


44Segment EBITDA


235
(b)

330
(d)

95


40GTANet revenue


145
(e)

185


40


28Segment EBITDA


25
(f)

45
(g)

20


80Orbitz WorldwideNet revenue


447
(h)




(447
)

Segment EBITDA


49
(i)




(49
)

Corporate and other(j)EBITDA


(86
)

(45
)

41


48Intersegment Eliminations(k)Net revenue


(33
)




33


Consolidated TotalsNet revenue

$
1,381

$
1,369

$
(12
)

(1
)EBITDA

$
223

$
330

$
107


48


---

35

---



Six Months Ended June 30,2007

2008Corporate and unallocated expenses

$
(52
)
$
(45
)Gain on early extinguishment of debt





18Restructuring and related activities


(1
)

(3
)Separation costs


(4
)

Equity compensation


(12
)

Transaction and integration costs


(17
)

(13
)Sponsor monitoring


(3
)

(3
)Gain on foreign currency


3


1$
(86
)
$
(45
)


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

Six Months Ended June 30,2007

2008EBITDA

$
223

$
330Interest expense, net


(168
)

(138
)Depreciation and amortization


(105
)

(129
)Income (loss) from continuing operations before income taxes and equity in losses of investments, net

$
(50
)
$
63




Net revenue decreased $12 million (1%) and included (i) a $447 million reduction resulting from the
deconsolidation of Orbitz Worldwide, (ii) $365 million of incremental revenue from the acquisition of Worldspan, (iii) $40 million of growth at GTA, and (iv) a
$33 million increase resulting from the reduction of intersegment eliminations offset by a $3 million decrease in revenue from our GDS segment.

GDS
net revenue increased $362 million (44%), including $365 million of incremental revenue from the Worldspan acquisition. Excluding Worldspan net revenue, GDS net revenue
decreased $3 million primarily due to a $3 million decrease in other GDS revenue and a $2 million decrease in IT services revenue, partially offset by a $2 million increase
in GDS booking fees. Americas booking fees decreased $15 million (7%) primarily due to a 7% decrease in segments. EMEA booking fees increased $13 million (3%) due to a 6% increase in
yield offset by a 3% decrease in segments. Asia Pacific booking fees increased $4 million (3%) due to a 4% increase in yield partially offset by a 1% decrease in segments. Other GDS revenue
decreased $3 million primarily due to a $6 million decrease in subscriber fees offset by a $3 million increase in other revenue.

GTA
net revenue increased $40 million (28%) primarily as a result of a 16% increase in total transaction value ("TTV") and higher margins on overall sales, partially offset by
lower margins within our consumer business.

36

---





Cost of revenue increased $137 million (24%) primarily due to (i) $230 million of incremental costs from the
acquisition of Worldspan, (ii) a $134 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $33 million increase from the reduction of
intersegment eliminations and (iv) a $12 million increase at GTA offset by a $4 million decrease from our GDS segment.

GDS
cost of revenue increased $226 million (52%) primarily due to $230 million of costs contributed by Worldspan. Excluding Worldspan cost of revenue, GDS cost of revenue
declined $4 million (1%) primarily due to a $16 million (14%) decrease in telecommunications and technology costs offset by a $12 million (4%) increase in support payments and
commissions. The telecommunications and technology costs reductions are primarily the result of restructuring actions implemented in 2006. These cost saving initiatives resulted in savings of
$42 million in 2008 compared to $23 million in 2007.

GTA
cost of revenue increased $12 million (48%) primarily as a result of incremental costs incurred as a result of an increase in TTV and an increase in transactions for which we
take inventory risk, resulting in increased cost of sales and net revenue. These increases are partially offset by a reduction in commissions expense as a result of the termination of a white-label
agreement within the GTA consumer businesses.



SG&A decreased $221 million (39%) primarily due to (i) $61 million of incremental costs from the acquisition of
Worldspan, (ii) a $263 million reduction resulting from the deconsolidation of Orbitz Worldwide, (iii) a $9 million increase at GTA, (iv) a $6 million
decrease from our GDS segment (excluding Worldspan) and (v) a $22 million decrease in Corporate and other.

GDS
SG&A increased $55 million (43%) including the expenses of Worldspan that contributed $61 million. Excluding the Worldspan expenses, GDS SG&A decreased
$6 million (5%) primarily as a result of incremental cost saving initiatives and Worldspan synergies realized in 2008 partially offset by $8 million of incremental integration costs
relating to the Worldspan acquisition. In 2008 we have realized $19 million in cost savings as compared to $11 million in 2007. We have realized $24 million in Worldspan synergies
across the GDS segment in 2008.

GTA
SG&A increased $9 million (9%) primarily as a result of increases in various general administrative and overhead costs incurred to support the growth in business, including
salaries and wages, and the impact of foreign exchange fluctuations, partially offset by $3 million of incremental cost savings initiatives realized during the period.

Corporate
and other SG&A decreased $22 million (27%) primarily as a result of a $9 million decrease in headcount related expense and a $12 million decrease in
non-cash equity-based compensation. The decrease in Corporate and other SG&A includes the impact of our cost savings initiatives, which resulted in savings of $19 million in 2008
compared to $11 million in 2007.



Separation and restructuring charges decreased $15 million primarily as a result of a $4 million decrease in separation
costs and an $11 million decrease in restructuring costs. The restructuring costs decrease is attributable to a $13 million and $1 million decrease in our GDS and Orbitz Worldwide
segments, respectively, offset by increases of $2 million and $1 million in Corporate and other and GTA, respectively.

37

---



During
the six months ended June 30, 2007, we incurred $25 million in restructuring charges as we committed to various strategic initiatives targeted principally at
reducing costs, enhancing organizational efficiency and consolidating and rationalizing existing processes and facilities. The GDS segment recorded $22 million and Orbtiz Worldwide, GTA and
Corporate and other each recorded $1 million. 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 2008 and have incurred $14 million in additional
charges during the first six months of 2008. Excluding $2 million of restructuring costs incurred at Worldspan, approximately $7 million, $3 million and $2 million of the
restructuring costs have been recorded within the GDS, Corporate and other and GTA segments, respectively.



Depreciation and amortization increased $24 million (23%) due to $34 million incremental depreciation and amortization
from the acquisition of Worldspan offset by a $25 million decrease in depreciation and amortization due to the deconsolidation of Orbitz Worldwide. On an organic basis, depreciation and
amortization increased $15 million as a result of accelerated depreciation on certain assets relating to the integration of the GDS data center.



Other expenses, net decreased $2 million primarily due to a loss on a sale of assets in 2007.



Interest expense, net decreased $30 million (18%) primarily due to a non-cash gain of approximately
$25 million resulting from our interest rate hedging programs and the impact from our bond repurchases during 2008.



We have an income tax provision of $23 million for the six months ended June 30, 2008 primarily for taxes in foreign
jurisdictions which cannot be offset with the losses in the United States. We recorded an income tax provision of $5 million for the six months ended June 30, 2007.



Our principal source of liquidity is cash flow generated from operations, including working capital. The principal uses of cash are to
fund planned operating expenditures, capital expenditures, including investments in products and technology offerings, interest payments on our outstanding indebtedness and any mandatory or
discretionary principal payments of a portion of our outstanding indebtedness. As of June 30, 2008, our financing needs were supported by $281 million of available capacity under our
revolving credit facility, reflecting the available capacity of $300 million less $19 million of foreign currency denominated letters of credit outstanding.

38

---



Cash Flows

At June 30, 2008, we had $309 million of cash and cash equivalents, which is flat as compared to December 31,
2007. The following table summarizes the components:

Six Months
Ended
June 30,

Change2007

2008

$Cash provided by (used in):Operating activities

$
316

$
153

$
(163
)Investing activities


5


(48
)

(53
)Financing activities


(109
)

(109
)

Effects of exchange rate changes


4


4


Net change in cash and cash equivalents from continuing operations

$
216

$


$
(216
)


Operating Activities.For the six months ended June 30, 2008, our cash provided by operations was
$153 million, a decrease of $163 million as compared to the six months ended June 30, 2007. The decrease primarily is due to the deconsolidation of Orbitz Worldwide, which
generated approximately $141 million of cash from operating activities during the six months ended June 30, 2007, and changes in working capital due primarily to the timing of
collections of receivables from the airline payment clearing house partially offset by $60 million in incremental operating cash flow from Worldspan.

Investing Activities.The use of cash from investing activities for the six months ended June 30, 2008 was driven by $46 million of capital
expenditures and $3 million of acquisition related payments. The source of cash from investing activities for the six months ended June 30, 2007 was driven by $75 million from
assets sales offset by $64 million of capital expenditures, including $26 million by Orbitz Worldwide, and $7 million of cash used for business acquisitions.

Financing Activities.The use of cash from financing activities for the six months ended June 30, 2008 was due to $109 million in cash used to
repurchase debt in 2008. The use of cash from financing activities for the six months ended June 30, 2007 was due to $111 million in debt repayments partially offset by $2 million
received from the purchase of equity by management.

Debt and Financing Arrangements

During the six months ended June 30, 2008, we repurchased approximately $121 million in aggregate principal amount of
notes at a discount, resulting in $18 million of gain from early extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated facility and
Euro-denominated notes increased by approximately $84 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instrument contracts.
The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on our Consolidated Condensed Balance Sheet. We repaid approximately $5 million of debt
under our senior secured credit facility as required under the senior secured credit agreement and approximately $1 million under our capital leases. As of June 30, 2008, there were no
borrowings outstanding under our revolving credit facilities, approximately $131 million of commitments outstanding under the synthetic letter of credit facility and approximately
$19 million of non-U.S. dollar letter of credit commitments outstanding under our revolving credit facility. Included in these amounts are commitments of approximately $71 million in
letters of credit issued by us on behalf of Orbitz Worldwide pursuant to our Separation Agreement with Orbitz Worldwide.

39

---



As
of June 30, 2008, we were in compliance with all restrictive and financial covenants related to our long-term debt.

Foreign Currency Risk

We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our
foreign currency denominated receivables and payables, Euro-denominated term loan debt and notes and forecasted earnings of foreign subsidiaries. We primarily enter into derivative
instruments to manage our foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts we utilize do not qualify for hedge accounting treatment
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely
offset the impact of changes in the value of the underlying risk that they are intended to economically hedge.

Interest Rate Risk

A portion of the debt used to finance much of our operations is exposed to interest rate fluctuations. We use various hedging
strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at June 30, 2008 was to
interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. We currently use interest rate swaps as the derivative instrument in these hedging
strategies. The derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges.

Contractual Obligations

Our future contractual obligations have not changed significantly from the amounts reported within our 2007 financial statements
included in our Annual Report on Form 10-K filed with the SEC on March 11, 2008. Any changes to our obligations related to our indebtedness are presented above within the
section entitled "Debt and Financing Arrangements."

40

---





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 June 30, 2008
market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates.
We have determined, through such analyses, that the impact of a 10% change in interest and foreign currency exchange rates and prices on our earnings, fair values and cash flows would not be material.
There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007 filed with
the SEC on March 11, 2008.

Item 4.    Controls and Procedures





41

---



PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2007 filed with the SEC on March 11, 2008.

Item 1A.    Risk Factors

There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the
year ended December 31, 2007 filed with the SEC on March 11, 2008.

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

Not Applicable.

Item 3.    Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5.    Other Information.

On August 12, 2008, our Board of Directors approved an Indemnification Agreement to be entered into between the Company and each
of its directors and officers. A form of the Indemnification Agreement is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

Item 6.    Exhibits.

See Exhibit Index.

42

---





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: August 14, 2008

/s/MICHAEL E. RESCOEMichael E. Rescoe Executive Vice President and Chief Financial OfficerDate: August 14, 2008

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


43

---





EXHIBIT INDEX

Exhibit No.

Description3.1

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

Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on
March 30, 2007).10.1

First Amendment to the Separation Agreement, dated as of May 5, 2008, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Travelport Limited filed
on May 7, 2008).10.2

Form of Indemnification Agreement between Travelport Limited and its Directors and Officers.31.1

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

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

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


44

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