**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

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**Form 10-Q**

**x        QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly periodended June 30, 2007**

**or**

**o        TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from            to          **

**CommissionFile No. 333-141714**

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**Travelport Limited**

(Exact name of registrantas specified in its charter)

| **Bermuda**                        |   | **98-0505100**          |
|------------------------------------|--------|-------------------------|
| (State or other  jurisdiction      |   | (I.R.S. Employer        |
| of incorporation  or organization) |   | Identification  Number) |

 

**400 Interpace Parkway**

**Building A**

**Parsippany, NJ 07054**

(Address of principal executive offices, including zipcode)

**(973) 939-1000**

(Registrant’s telephonenumber, including area code)

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

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer o       Accelerated  filer o       Non-accelerated  filer x |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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

As of August 14, 2007, there were 12,000 sharesof the Registrant’s common stock, par value $1.00 per share, outstanding.

 

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**Table of Contents**
|                  | ** ** |                                                                                                     | ** ** | **Page** | ** ** |
|------------------|------------|-----------------------------------------------------------------------------------------------------|------------|----------|------------|
| **PART I**  |       | Financial  Information                                                                              |       |     | 5          |   |   |
| Item  1.         |       | Financial  Statements                                                                               |       |     | 5          |   |   |
|             |       | Condensed Statements of Operations for the Three and  Six Months Ended  June 30, 2007 and 2006 |       |     | 5          |   |   |
|             |       | Condensed Balance Sheets as of June 30, 2007 and  December 31, 2006                       |       |     | 6          |   |   |
|             |       | Condensed Statements of Cash Flows for the Six Months  Ended June 30, 2007 and 2006            |       |     | 7          |   |   |
|             |       | Condensed Statement of Changes in Shareholders’ Equity                                         |       |     | 8          |   |   |
|             |       | Notes to Condensed Financial Statements                                                             |       |     | 9          |   |   |
| Item 2.          |       | Management’s Discussion and Analysis of Financial  Condition and Results of Operations         |       |     | 26         |   |   |
| Item 3.          |       | Quantitative and Qualitative Disclosures About Market  Risk                                         |       |     | 40         |   |   |
| Item 4.          |       | Controls and Procedures                                                                             |       |     | 41         |   |   |
| **PART II** |       | Other  Information                                                                                  |       |     | 41         |   |   |
| Item  1.         |       | Legal  Proceedings                                                                                  |       |     | 41         |   |   |
| Item  1A.        |       | Risk  Factors                                                                                       |       |     | 41         |   |   |
| Item 2.          |       | Unregistered Sales of Equity Securities and Use of  Proceeds                                        |       |     | 41         |   |   |
| Item 3.          |       | Defaults upon Senior Securities                                                                     |       |     | 41         |   |   |
| Item 4.          |       | Submission of Matters to a Vote of Security Holders                                                 |       |     | 41         |   |   |
| Item  5.         |       | Other  Information                                                                                  |       |     | 41         |   |   |
| Item 6.          |       | Exhibits                                                                                            |       |     | 41         |   |   |
|             |       | Signatures                                                                                          |       |     | 42         |   |   |

 

2

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**FORWARD-LOOKINGSTATEMENTS**

The forward-lookingstatements contained herein involve risks and uncertainties. Many of thestatements appear, in particular, in the sections entitled ‘‘Risk Factors’’ and‘‘Management’s Discussion and Analysis of Financial Condition and Results ofOperations.’’ 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 identifyforward-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 readstatements that contain these words carefully because they discuss our futurepriorities, goals, strategies, actions to improve business performance, marketgrowth assumptions and expectations, new products, product pricing, changes toour business processes, future business opportunities, capital expenditures,financing needs, financial position and other information that is nothistorical information or state other ‘‘forward-looking’’ information. Thefollowing list represents some, but not necessarily all, of the factors thatcould cause actual results to differ from historical results or thoseanticipated or predicted by these forward-looking statements:

·       oursubstantial indebtedness;

·       ourability to service our outstanding indebtedness and the impact suchindebtedness may have on the way we operate our businesses;

·       interestrate movements;

·       factorsaffecting the level of travel activity, particularly air travel volume,including security concerns, natural disasters and other disruptions;

·       generaleconomic and business conditions, both nationally and in our markets;

·       competitionin the travel industry, including competition from supplier distributionchannels and other distribution entrants;

·       airlineslimiting their participation in travel marketing and distribution services;

·       airlinesaltering their content or changing the pricing of such content;

·       pricing,regulatory and other trends in the travel industry;

·       risksassociated with doing business in multiple international jurisdictions and inmultiple currencies;

·       maintenanceand protection of our information technology and intellectual property;

·       theoutcome of pending litigation;

·       ourability to execute on our strategic plans;

·       ourability to consummate the proposed acquisition of Worldspan and the operatingand financial condition of Worldspan upon acquisition;

·       acquisitionopportunities and our ability to successfully integrate acquired businesses andrealize anticipated benefits of such acquisitions, including the proposedWorldspan acquisition;

·       financingplans and access to adequate capital on favorable terms; and

·       ourability to achieve anticipated cost savings.

3

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

Forward-looking statements should not be read as aguarantee of future performance or results, and will not necessarily beaccurate indications of the times at, or by which, such performance or resultswill be achieved. Forward-looking information is based on information availableat the time and/or management’s good faith belief with respect to futureevents, and is subject to risks and uncertainties that could cause actualperformance or results to differ materially from those expressed in thestatements. The factors listed in the section captioned ‘‘Risk Factors’’ in thisreport and in our Registration Statement on Form S-4 originallyfiled with the Securities and Exchange Commission on March 30, 2007, asamended, as well as any other cautionary language in this report, provideexamples of risks, uncertainties and events that may cause our actual resultsto differ materially from the expectations we describe in our forward-lookingstatements. You should be aware that the occurrence of the events described inthese risk factors and elsewhere in this report could have an adverse effect onour business, results of operations and financial position.

Forward-looking statements speak only as of the datethe statements are made. We assume no obligation to update forward-lookingstatements to reflect actual results, changes in assumptions or changes inother factors affecting forward-looking information except to the extentrequired by applicable securities laws. If we do update one or moreforward-looking statements, no inference should be drawn that we will makeadditional updates with respect thereto or with respect to otherforward-looking statements.

4

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**PART 1—FINANCIALINFORMATION**

**Item 1. FinancialStatements**

**TRAVELPORT LIMITEDCONDENSED STATEMENTS OF OPERATIONS(Unaudited) (in millions)**

| ** **                                               | ** ** | ** **                                        | ** ** | ** **                                      | ** ** | ** ** | ** ** | **Predecessor**                                   | ** ** |
|----------------------------------------------------------|------------|---------------------------------------------------|------------|-------------------------------------------------|------------|------------|------------|---------------------------------------------------|------------|
| ** **                                               | ** ** | **Three Months  Ended  June 30,  2007** | ** ** | **Six Months  Ended  June 30,  2007** | ** ** | ** ** | ** ** | **Three Months  Ended  June 30,  2006** | ** ** | **Six Months  Ended  June 30,  2006** | ** ** |
| **Net  revenue**                                         |       |                                              | $          | 724                                             |       |       |       | $                                                 | 1,392      |   |   |   |   |   | $ | 693 |   |   |   | $ | 1,329 |   |   |
| **Costs  and expenses**                                  | ** ** |                                              |       |                                            |       |       |       |                                              |       |   |   |   |   |   |   |   |   |   |   |
| Cost of revenue                                          |       |                                              | 281        |                                            |       |       | 561        |                                              |       |   |   |   | 281 |   |   |   | 559 |   |   |
| Selling, general  and administrative                     |       |                                              | 308        |                                            |       |       | 573        |                                              |       |   |   |   | 257 |   |   |   | 507 |   |   |
| Separation and  restructuring charges                    |       |                                              | 6          |                                            |       |       | 29         |                                              |       |   |   |   | 31 |   |   |   | 38 |   |   |
| Depreciation and  amortization                           |       |                                              | 53         |                                            |       |       | 108        |                                              |       |   |   |   | 48 |   |   |   | 97 |   |   |
| Impairment of  intangible assets                         |       |                                              | —     |                                            |       |       | —     |                                              |       |   |   |   | 1,194 |   |   |   | 1,194 |   |   |
| Other expense  (income)                                  |       |                                              | 1          |                                            |       |       | 2          |                                              |       |   |   |   | 1 |   |   |   | (5 | ) |   |
| Total operating expenses                                 |       |                                              | 649        |                                            |       |       | 1,273      |                                              |       |   |   |   | 1,812 |   |   |   | 2,390 |   |   |
| **Operating income (loss)**                              |       |                                              | 75         |                                            |       |       | 119        |                                              |       |   |   |   | (1,119 | ) |   |   | (1,061 | ) |   |
| Interest expense,  net                                   |       |                                              | (81        | )                                               |       |       | (167       | )                                                 |       |   |   |   | (11 | ) |   |   | (23 | ) |   |
| **Loss  from continuing operations before income taxes** |       |                                              | (6         | )                                               |       |       | (48        | )                                                 |       |   |   |   | (1,130 | ) |   |   | (1,084 | ) |   |
| Provision  (benefit) for income taxes                    |       |                                              | 9          |                                            |       |       | 6          |                                              |       |   |   |   | (79 | ) |   |   | (81 | ) |   |
| **Loss  from continuing operations, net of tax**         |       |                                              | (15        | )                                               |       |       | (54        | )                                                 |       |   |   |   | (1,051 | ) |   |   | (1,003 | ) |   |
| Loss from  discontinued operations, net of tax           |       |                                              | —     |                                            |       |       | —     |                                              |       |   |   |   | (3 | ) |   |   | (4 | ) |   |
| Loss on disposal of  discontinued operations, net of tax |       |                                              | —     |                                            |       |       | —     |                                              |       |   |   |   | (6 | ) |   |   | (6 | ) |   |
| **Net loss**                                             |       |                                              | $          | (15                                             | )          |       |       | $                                                 | (54        | ) |   |   |   |   | $ | (1,060 | ) |   |   | $ | (1,013 | ) |   |

 

 

See Notes to Condensed Financial Statements

5

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**TRAVELPORT LIMITED**

**CONDENSED BALANCESHEETS**

**(in millions, except sharedata)**

| ** **                                                                                     | ** ** | **June 30, 2007** | ** ** | **December 31,  2006** | ** ** |
|------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| ** **                                                                                     | ** ** | **(unaudited)**             | ** ** | ** **                  | ** ** |
| **Assets**                                                                                     |       |                        |       |                        |       |   |   |   |   |
| Current assets:                                                                                |       |                        |       |                        |       |   |   |   |   |
| Cash and cash equivalents                                                                      |       |                        | $          | 315                         |       |   |   | $ | 97 |   |   |
| Accounts receivable                                                                            |       |                        | 461        |                        |       |   | 454 |   |   |
| Deferred income taxes                                                                          |       |                        | 9          |                        |       |   | 6 |   |   |
| Other current assets                                                                           |       |                        | 195        |                        |       |   | 155 |   |   |
| Assets held for sale                                                                           |       |                        | —     |                        |       |   | 42 |   |   |
| Total current  assets                                                                          |       |                        | 980        |                        |       |   | 754 |   |   |
| Property and equipment, net                                                                    |       |                        | 486        |                        |       |   | 474 |   |   |
| Goodwill                                                                                       |       |                        | 2,176      |                        |       |   | 2,165 |   |   |
| Trademarks and  tradenames                                                                     |       |                        | 713        |                        |       |   | 707 |   |   |
| Other intangible  assets, net                                                                  |       |                        | 1,569      |                        |       |   | 1,634 |   |   |
| Deferred income  taxes                                                                         |       |                        | 12         |                        |       |   | 12 |   |   |
| Other non-current  assets                                                                      |       |                        | 369        |                        |       |   | 384 |   |   |
| **Total  assets**                                                                              |       |                        | $          | 6,305                       |       |   |   | $ | 6,130 |   |   |
| **Liabilities  and shareholders’ equity**                                                 | ** ** |                        |       |                        |       |   |   |   |   |
| Current liabilities:                                                                           |       |                        |       |                        |       |   |   |   |   |
| Accounts payable                                                                               |       |                        | $          | 425                         |       |   |   | $ | 308 |   |   |
| Accrued expenses and other current liabilities                                                 |       |                        | 981        |                        |       |   | 821 |   |   |
| Current portion of long term debt                                                              |       |                        | 24         |                        |       |   | 24 |   |   |
| Deferred income taxes                                                                          |       |                        | 14         |                        |       |   | 13 |   |   |
| Total current  liabilities                                                                     |       |                        | 1,444      |                        |       |   | 1,166 |   |   |
| Long-term debt                                                                                 |       |                        | 3,546      |                        |       |   | 3,623 |   |   |
| Deferred income  taxes                                                                         |       |                        | 240        |                        |       |   | 247 |   |   |
| Tax sharing  liability                                                                         |       |                        | 138        |                        |       |   | 125 |   |   |
| Other non-current  liabilities                                                                 |       |                        | 154        |                        |       |   | 194 |   |   |
| Total liabilities                                                                              |       |                        | 5,522      |                        |       |   | 5,355 |   |   |
| Commitments and  contingencies (note 9)                                                        |       |                        |       |                        |       |   |   |   |   |
| Shareholders’  equity:                                                                    |       |                        |       |                        |       |   |   |   |   |
| Common Stock  $1.00 par value; 12,000 shares authorized, 12,000 shares issued and  outstanding |       |                        | —     |                        |       |   | — |   |   |
| Additional paid  in capital                                                                    |       |                        | 918        |                        |       |   | 908 |   |   |
| Accumulated  deficit                                                                           |       |                        | (199       | )                           |       |   | (144 | ) |   |
| Accumulated other  comprehensive income                                                        |       |                        | 64         |                        |       |   | 11 |   |   |
| Total shareholders’  equity                                                               |       |                        | 783        |                        |       |   | 775 |   |   |
| **Total  liabilities and shareholders’ equity**                                      |       |                        | $          | 6,305                       |       |   |   | $ | 6,130 |   |   |

** **

**See Notes to Condensed Financial Statements**

** **

6

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**TRAVELPORTLIMITED**

**CONDENSEDSTATEMENTS OF CASH FLOWS**

**(Unaudited)**

**(inmillions)**

| ** **                                                                                                 | ** ** | ** **                                              | ** ** | ** ** | ** ** | **Predecessor**                                         | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|------------|------------|---------------------------------------------------------|------------|
| ** **                                                                                                 | ** ** | **Six Months Ended  June 30, 2007** | ** ** | ** ** | ** ** | **Six Months Ended  June 30, 2006** | ** ** |
| **Operating activities of continuing operations**                                                          | ** ** |                                                    | ** ** | ** ** |       |                                                    |       |   | ** ** | ** ** |   |
| Net loss                                                                                                   |       |                                                    | $          | (54        | )          |                                                    |       |   |   | $ | (1,013 | ) |   |
| Loss from discontinued operations                                                                          |       |                                                    | —     |       |       |                                                    |       |   | 10 |   |   |
| Loss from continuing operations                                                                            |       |                                                    | (54        | )          |       |                                                    |       |   | (1,003 | ) |   |
| Adjustments to reconcile net loss to net cash  provided by operating activities from continuing operations |       |                                                    |       |       |       |                                                    |       |   |   |   |   |
| Depreciation and  amortization                                                                             |       |                                                    | 108        |       |       |                                                    |       |   | 97 |   |   |
| Impairment of  intangible assets                                                                           |       |                                                    | —     |       |       |                                                    |       |   | 1,194 |   |   |
| Deferred income  taxes                                                                                     |       |                                                    | (12        | )          |       |                                                    |       |   | (87 | ) |   |
| Provision for bad  debts                                                                                   |       |                                                    | 3          |       |       |                                                    |       |   | 9 |   |   |
| Loss on sale of  property                                                                                  |       |                                                    | —     |       |       |                                                    |       |   | (7 | ) |   |
| Amortization of  debt issuance costs                                                                       |       |                                                    | 10         |       |       |                                                    |       |   | — |   |   |
| Non-cash charges  related to tax sharing liability                                                         |       |                                                    | 6          |       |       |                                                    |       |   | — |   |   |
| Equity based  compensation                                                                                 |       |                                                    | 13         |       |       |                                                    |       |   | 2 |   |   |
| Changes in assets and liabilities, net of effects  from acquisitions and disposals                         |       |                                                    |       |       |       |                                                    |       |   |   |   |   |
| Accounts  receivable                                                                                       |       |                                                    | (6         | )          |       |                                                    |       |   | 5 |   |   |
| Other current  assets                                                                                      |       |                                                    | (4         | )          |       |                                                    |       |   | (3 | ) |   |
| Accounts payable,  accrued expenses and other current liabilities                                          |       |                                                    | 270        |       |       |                                                    |       |   | 231 |   |   |
| Other                                                                                                      |       |                                                    | (16        | )          |       |                                                    |       |   | (15 | ) |   |
| **Net cash provided by operating activities of  continuing operations**                                    | ** ** |                                                    | **318**    | ** ** |       |                                                    |       |   | **423** | ** ** |   |
| **Investing activities of continuing operations**                                                          | ** ** |                                                    | ** ** | ** ** |       |                                                    |       |   | ** ** | ** ** |   |
| Property and  equipment additions                                                                          |       |                                                    | (64        | )          |       |                                                    |       |   | (74 | ) |   |
| Businesses  acquired, net of cash and acquisition related payments                                         |       |                                                    | (7         | )          |       |                                                    |       |   | (18 | ) |   |
| Net intercompany  funding with Avis Budget                                                                 |       |                                                    | —     |       |       |                                                    |       |   | (71 | ) |   |
| Proceeds from  asset sales                                                                                 |       |                                                    | 75         |       |       |                                                    |       |   | 6 |   |   |
| Other                                                                                                      |       |                                                    | 1          |       |       |                                                    |       |   | 4 |   |   |
| **Net cash provided by (used in) investing  activities of continuing operations**                          | ** ** |                                                    | **5**      | ** ** |       |                                                    |       |   | **(153** | **)** |   |
| **Financing activities of continuing operations**                                                          | ** ** |                                                    | ** ** | ** ** |       |                                                    |       |   | ** ** | ** ** |   |
| Principal payments on borrowings                                                                           |       |                                                    | (111       | )          |       |                                                    |       |   | (85 | ) |   |
| Issuance of common stock                                                                                   |       |                                                    | 2          |       |       |                                                    |       |   | — |   |   |
| **Net cash used in financing activities of  continuing operations**                                        | ** ** |                                                    | **(109**   | **)**      |       |                                                    |       |   | **(85** | **)** |   |
| Effect of changes in exchange rates on cash and  cash equivalents                                     |       |                                                    | 4          |       |       |                                                    |       |   | 10 |   |   |
| **Net increase in cash and cash equivalents from  continuing operations**                                  |       |                                                    | 218        |       |       |                                                    |       |   | 195 |   |   |
| **Cash used in discontinued operations**                                                                   | ** ** |                                                    | ** ** | ** ** |       |                                                    |       |   | ** ** | ** ** |   |
| Operating  activities                                                                                      |       |                                                    | —     |       |       |                                                    |       |   | (5 | ) |   |
| Investing  activities                                                                                      |       |                                                    | —     |       |       |                                                    |       |   | (1 | ) |   |
| Financing  activities                                                                                      |       |                                                    | —     |       |       |                                                    |       |   | (3 | ) |   |
|                                                                                                       |       |                                                    | —     |       |       |                                                    |       |   | (9 | ) |   |
| Cash and cash equivalents at beginning of period                                                           |       |                                                    | 97         |       |       |                                                    |       |   | 88 |   |   |
| Cash and cash equivalents at end of period                                                                 |       |                                                    | 315        |       |       |                                                    |       |   | 274 |   |   |
| Less cash of discontinued operations                                                                       |       |                                                    | —     |       |       |                                                    |       |   | (8 | ) |   |
| **Cash and cash equivalents of continuing  operations**                                                    |       |                                                    | **$**      | **315**    |       |                                                    |       |   |   | **$** | **266** |   |   |
| Supplemental disclosure of cash flow information                                                           |       |                                                    |       |       |       |                                                    |       |   |   |   |   |
| Interest payments                                                                                          |       |                                                    | $          | 161        |       |                                                    |       |   |   | $ | 16 |   |   |
| Income tax payments, net                                                                                   |       |                                                    | $          | 16         |       |                                                    |       |   |   | $ | 16 |   |   |

** **

See Notes to Condensed Financial Statements

7

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**TRAVELPORT LIMITED**

**CONDENSED STATEMENTOF CHANGES IN SHAREHOLDERS’ EQUITY**

**(Unaudited)**

**(in millions)**

 

| ** **                                                                        | ** ** | **Common  Stock** | ** ** | **Additional  Paid In  Capital** | ** ** | **Accumulated  Deficit** | ** ** | **Accumulated  Other  Comprehensive  Income (Loss)** | ** ** | **Total  Equity** | ** ** |
|-----------------------------------------------------------------------------------|------------|-------------------|------------|---------------------------------------|------------|--------------------------|------------|-----------------------------------------------------------|------------|-------------------|------------|
| **Balance  as of December 31, 2006**                                         |       |              | $          | —                                |       |                     |       | $                                                         | 908        |              |       |   | $ | (144 | ) |   |   | $ | 11 |   |   |   | $ | 775 |   |   |
| Cumulative effect  of change in accounting principle—FIN 48, net of tax |       |              | —     |                                  |       |                     | —     |                                                      |       |              | (1         | ) |   |   | — |   |   |   | (1 | ) |   |
| Balance as of  January 1, 2007                                               |       |              | —     |                                  |       |                     | 908        |                                                      |       |              | (145       | ) |   |   | 11 |   |   |   | 774 |   |   |
| Issuance of  common stock                                                         |       |              | —     |                                  |       |                     | 2          |                                                      |       |              | —     |   |   |   | — |   |   |   | 2 |   |   |
| Equity-based  compensation                                                        |       |              | —     |                                  |       |                     | 8          |                                                      |       |              | —     |   |   |   | — |   |   |   | 8 |   |   |
| Net loss                                                                          |       |              | —     |                                  |       |                     | —     |                                                      |       |              | (54        | ) |   |   | — |   |   |   |   |   |   |
| Currency  translation adjustment, net of tax                                      |       |              | —     |                                  |       |                     | —     |                                                      |       |              | —     |   |   |   | 50 |   |   |   |   |   |   |
| Unrealized loss  on cash flow hedges, net of tax                                  |       |              | —     |                                  |       |                     | —     |                                                      |       |              | —     |   |   |   | 7 |   |   |   |   |   |   |
| Unrealized loss  on investment, net of tax                                        |       |              | —     |                                  |       |                     | —     |                                                      |       |              | —     |   |   |   | (4 | ) |   |   |   |   |   |
| **Total  comprehensive loss**                                                     |       |              | —     |                                  |       |                     | —     |                                                      |       |              | —     |   |   |   | — |   |   |   | (1 | ) |   |
| **Balance as of June 30,  2007**                                             |       |              | $          | —                                |       |                     |       | $                                                         | 918        |              |       |   | $ | (199 | ) |   |   | $ | 64 |   |   |   | $ | 783 |   |   |

 

See Notes to Condensed Financial Statements

8

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**TRAVELPORTLIMITEDNOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)(Unless otherwise noted, all amounts are in millions, except share data)**

**1.**   Basisof Presentation

Travelport Limited (hereafter “Travelport” or the “Company”)is a Bermuda company formed on July 13, 2006 for the purpose of theacquisition of the Travelport businesses of Avis Budget Group, Inc.(formerly Cendant Corporation). Travelport is one of the world’s largest travelconglomerates. It operates 20 leading brands, including Galileo, a globaldistribution system (GDS); and Gullivers Travel Associates, a wholesaler oftravel content (“GTA”); and owns a controlling interest in Orbitz Worldwide, Inc.,an online travel company (“Orbitz Worldwide”). The Company has approximately6,000 employees and operates in 130 countries. Travelport is a private companyowned by affiliates of The Blackstone Group (“Blackstone”) of New York,Technology Crossover Ventures (“TCV”) of Palo Alto, California and One EquityPartners of New York.

On August 23, 2006,Travelport completed the acquisition of the Travelport businesses of AvisBudget Group, Inc. (the “Acquisition”). Prior to the Acquisition, theCompany’s operations were limited to the formation of the Company and enteringinto derivative transactions related to the debt that was subsequently issued.As a result, the Travelport businesses of Avis Budget are considered apredecessor company (the “Predecessor”) to Travelport. The financial statementsas of December 31, 2006 and for the three and six months ended June 30,2007 include the financial condition, results of operations and cash flows forTravelport on a successor basis, reflecting the impact of the Acquisitionpurchase price allocation. The financial statements for the six months ended June 30,2006 include the results of operations and cash flows for the Travelportbusinesses of Avis Budget on a predecessor basis, reflecting the historicalcarrying values of the Travelport businesses of Avis Budget.

**BusinessDescription**

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

**Galileo—****Comprised** of the electronic traveldistribution services of Galileo that connect travel suppliers to travelagencies, who in turn distribute travel and travel-related products andservices to their customers. Inaddition, Galileo includes supplier services offerings, including UnitedAirlines reservations, Global Fares and Shepherd Systems.

**OrbitzWorldwide—****Comprised** of businesses that offertravel products and services directly to consumers, largely through onlinetravel agencies, including Orbitz, CheapTickets, ebookers, HotelClub,RatesToGo, and our corporate travel businesses.

**GTA—****Comprised** ofGullivers Travel Associates, a wholesaler of accommodation and destinationservices, TRUST International, which offers transaction processing solutionsfor travel suppliers and other travel industry customers, and OctopusTravel,which provides travel products and services largely to affiliate businesspartners, such as airlines, financial institutions and travel portals, andservices directly to consumers.

**2.**   CumulativeEffect of Change in Accounting Principle—FIN 48

In June 2006, the Financial Accounting StandardsBoard (“FASB”) issued FASB Interpretation No. 48, “Accounting forUncertainty in Income Taxes” (“FIN 48”), which is an interpretation ofStatement of Financial Accounting Standard (“SFAS”) No. 109, “Accountingfor Income Taxes.” The Company has 

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adopted the provisions ofFIN 48 effective January 1, 2007, as required, and as a result of itsapplication has recorded an additional income tax liability of approximately$17 million at June 30, 2007. As the conditions resulting in thisliability arose as a result of the terms of the purchase agreement relating tothe Acquisition, the Company recorded additional goodwill of approximately $15million. The interest on such liability for the period subsequent to theacquisition through December 31, 2006 has been recorded as a $1 millionadjustment to the January 1, 2007 beginning accumulated deficit balance.

Under the terms of the purchase agreement relating tothe Acquisition, the Company is indemnified for all pre-closing income taxliabilities. For purposes of FIN 48, with respect to periods prior to theAcquisition, the Company is only required to take into account tax returns forwhich it or one of its affiliates is the primary taxpaying entity, whichconsists of separate state returns and non-U.S. returns. U.S. Federal and statecombined and unitary tax returns are applicable in the post-sale period. TheCompany, together with its domestic subsidiaries, files a consolidated incometax return for Federal income tax purposes. During the first quarter of 2007,the Company implemented a series of transactions that led to the creation oftwo U.S. consolidated income tax groups, one for the Galileo and GTA businessand one for the Orbitz Worldwide business. With limited exceptions, the Companyis no longer subject to U.S. Federal income tax, state and local, or non-U.S.income tax examinations by tax authorities for tax years before 2001.

The Company has undertaken an analysis of all materialtax positions in its tax accruals for all open years and has identified all ofits outstanding tax positions and estimated the transition amounts with respectto each item at the effective date. The Company expects no material change forthe next 12 months as a result of adopting FIN 48. The Company anticipatesmaking payments of approximately $4 million with respect to tax assessmentswithin the next 12 months.

Areconciliation of the beginning and ending amount of unrecognized tax benefitsis as follows:

| Additions due to  purchase accounting |   | $  | 14     |   |
|---------------------------------------|--------|----|--------|--------|
| Additions due to  adoption of FIN 48  |   | 1  |   |
| Balance at  December 31, 2006    |   | 15 |   |
| Additions during  2007                |   | 2  |   |
| Balance at June 30,  2007        |   | $  | 17     |   |

 

The balance as of June 30, 2007 includes noamount for tax positions for which the ultimate deductibility is highly certainbut for which great uncertainty as to the timing of such deductions exists.

The Company recognizesinterest and penalties accrued related to unrecognized tax benefits as part ofthe provision for income taxes. The Company had accrued approximately $1million forpurposes of increasing its unrecognized tax benefits, including interest andpenalties, during 2007.

**3.   Income Taxes**

The Company’s income tax expense has been computedbased on the projected effective tax rate for the year. The effective tax ratefor the six months ended June 30, 2007 is primarily a result of itsdomestic operating losses for which the Company recorded no tax benefit andforeign earnings that are subject to tax at rates lower than the U.S. rate.During the six months ended June 30, 2007, the Company increased itsworldwide valuation allowance by $9 million as a result of its netoperating losses and other deferred income tax assets. The Company recorded anincome tax benefit of $81 million for the six months ended June 30,2006 due to a one-time tax benefit of approximately $9 million resultingfrom a favorable tax ruling received in a foreign jurisdiction and a one-timetax benefit of $83 million associated with the impairment of intangibleassets, as well as the impact of foreign operations subject to tax rates lowerthan the United States statutory rate.

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**4.**   DiscontinuedOperations

During the second quarter of 2006, the Predecessorformalized a plan to dispose of a subsidiary engaged in wholesale traveloperations in the United Kingdom. The Company completed the sale of thissubsidiary in December 2006.

Summarized statement ofoperations data for discontinued operations is as follows*:*

| ** **                                     | ** ** | **Predecessor**                                       | ** ** |
|------------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                     | ** ** | **Three Months  Ended June 30,  2006** | ** ** | **Six Months  Ended June 30,  2006** | ** ** |
| Net revenue                                    |       |                                                  | $          | 4 |   |   |   | $ | 8 |   |   |
| Loss before  income taxes                      |       |                                                  | (3         | ) |   |   | (5 | ) |   |
| Benefit for  income taxes                      |       |                                                  | —     |   |   |   | 1 |   |   |
| Loss from  discontinued operations, net of tax |       |                                                  | $          | (3 | ) |   |   | $ | (4 | ) |   |
| Loss on disposal of  discontinued operations   |       |                                                  | $          | (6 | ) |   |   | $ | (6 | ) |   |

 

*Assets Held forSale*

During the second quarterof 2007, the Company completed a sale and leaseback of a GTA facility locatedin the United Kingdom. The Company received $50 million for the sale of thefacility and deferred recognition of a $2 million gain over the life ofthe lease.

**5.   Separation andRestructuring Charges**

Separationand restructuring charges consisted of:

| ** **             | ** ** | ** **                                            | ** ** | ** **                                          | ** ** | ** ** | ** ** | **Predecessor**                                       | ** ** |
|------------------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------|------------|------------|------------|-------------------------------------------------------|------------|
| ** **             | ** ** | **Three Months  Ended June 30,  2007** | ** ** | **Six Months  Ended June 30,  2007** | ** ** | ** ** | ** ** | **Three Months  Ended June 30,  2006** | ** ** | **Six Months  Ended June 30,  2006** | ** ** |
| Separation costs       |       |                                                  | $          | 2                                                   |       |       |       | $                                                     | 4          |   |   |   |   |   | $ | 20 |   |   |   | $ | 27 |   |   |
| Restructuring  charges |       |                                                  | 4          |                                                |       |       | 25         |                                                  |       |   |   |   | 11 |   |   |   | 11 |   |   |
|                   |       |                                                  | $          | 6                                                   |       |       |       | $                                                     | 29         |   |   |   |   |   | $ | 31 |   |   |   | $ | 38 |   |   |

 

*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 plansand professional fees for the three months ended June 30, 2007 and$2 million each in employee retention plans and professional fees for thesix months ended June 30, 2007. Separation costs incurred by thePredecessor of $20 million and $27 million for the three and sixmonths ended June 30, 2006, respectively, consist of $14 million and$17 million, respectively, in employee retention and bonus plans as wellas $6 million and $10 million, respectively, in professional feesrelated to the separation plan.

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*RestructuringCharges*

Duringthe second quarter of 2006, the Predecessor committed to various strategicinitiatives targeted principally at reducing costs, enhancing organizationalefficiency and consolidating and rationalizing existing processes andfacilities. Subsequent to the Acquisition, the Company committed to additionalrestructuring actions in the form of global headcount reductions and facilityconsolidations. Though the Company began to implement these actions during thefourth quarter of 2006, the Company continues to take restructuring actions in2007. The restructuring charge activity during 2007 is summarized by categoryas follows:

| ** **                    | ** ** | **Personnel  Related** | ** ** | **Facility  Related** | ** ** | **Other** | ** ** | **Total** | ** ** |
|-------------------------------|------------|------------------------|------------|-----------------------|------------|-----------|------------|-----------|------------|
| Balance, January 1, 2007 |       |                   | $          | 2                     |       |      |       | $         | 1          |   |   |   | $ | 2 |   |   | $ | 5 |   |
| Restructuring charges         |       |                   | 21         |                  |       |      | 4          |      |       |   | — |   |   | 25 |   |
| Cash payments                 |       |                   | (17        | )                     |       |      | —     |      |       |   | (1 | ) |   | (18 | ) |
| Other non-cash reduction      |       |                   | —     |                  |       |      | (1         | )         |       |   | (1 | ) |   | (2 | ) |
| Balance, June 30, 2007   |       |                   | $          | 6                     |       |      |       | $         | 4          |   |   |   | $ | — |   |   | $ | 10 |   |

 

The restructuring chargesincluded within “Other” in the table above include asset impairments andconsulting fees. For the three months ended June 30, 2007, approximately$3 million and $1 million of the restructuring costs have been recorded withinthe Galileo and GTA segments, respectively. For the six months ended June 30,2007, approximately $22 million, $1 million and $1 million  of the restructuring costs have been recordedwithin the Galileo, Orbitz Worldwide and GTA segments, respectively, andapproximately $1 million is recorded within Corporate and unallocated. TheCompany does not expect to incur material additional restructuring chargesrelated to these actions during the remainder of 2007.

**6.   Intangible Assets**

Intangible assetsconsisted of: 

| ** **                          | ** ** | **As of June 30, 2007** | ** ** | **As of December 31, 2006** | ** ** |
|-------------------------------------|------------|---------------------------------------------|------------|-------------------------------------------------|------------|
| ** **                          | ** ** | **Gross  Carrying  Amount**                 | ** ** | **Accumulated  Amortization**                   | ** ** | **Net  Carrying  Amount** | ** ** | **Gross  Carrying  Amount** | ** ** | **Accumulated  Amortization** | ** ** | **Net  Carrying  Amount** | ** ** |
| *Non-Amortizable Intangible Assets* |       |                                        |       |                                            |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Goodwill                            |       |                                        | $          | 2,176                                           |       |   |   |   |   |   |   |   |   |   |   | $ | 2,165 |   |   |   |   |   |   |   |   |   |   |
| Trademarks and  tradenames          |       |                                        | $          | 713                                             |       |   |   |   |   |   |   |   |   |   |   | $ | 707 |   |   |   |   |   |   |   |   |   |   |
| *Amortizable Intangible Assets*     |       |                                        |       |                                            |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Customer relationships              |       |                                        | $          | 1,625                                           |       |   |   | $ | 109 |   |   |   | $ | 1,516 |   |   |   | $ | 1,608 |   |   |   | $ | 44 |   |   |   | $ | 1,564 |   |   |
| Vendor relationships and  other     |       |                                        | 54         |                                            |       |   | 1 |   |   |   | 53 |   |   |   | 71 |   |   |   | 1 |   |   |   | 70 |   |   |
|                                |       |                                        | $          | 1,679                                           |       |   |   | $ | 110 |   |   |   | $ | 1,569 |   |   |   | $ | 1,679 |   |   |   | $ | 45 |   |   |   | $ | 1,634 |   |   |

 

Thechanges in the carrying amount of goodwill for the Company between December 31,2006 and June 30, 2007 are as follows:

| ** **       | ** ** | **Balance as of  December 31,  2006** | ** ** | **Adjustments  to Goodwill  Acquired  in 2006** | ** ** | **Foreign  Exchange** | ** ** | **Balance as of  June 30,  2007** | ** ** |
|------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------------|------------|-----------------------|------------|--------------------------------------------------|------------|
| Orbitz Worldwide |       |                                                 | $          | 1,242                                                     |       |                  |       | $                                                | (18        | ) |   |   | $ | — |   |   |   | $ | 1,224 |   |   |
| GTA              |       |                                                 | 741        |                                                      |       |                  | 5          |                                             |       |   | 19 |   |   |   | 765 |   |   |
| Galileo          |       |                                                 | 182        |                                                      |       |                  | 5          |                                             |       |   | — |   |   |   | 187 |   |   |
|             |       |                                                 | $          | 2,165                                                     |       |                  |       | $                                                | (8         | ) |   |   | $ | 19 |   |   |   | $ | 2,176 |   |   |

 

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Theadjustments to goodwill that were recorded during the six months endedJune 30, 2007 represent refinement of estimates based on additionalinformation received subsequent to December 31, 2 006.

Amortizationexpense relating to all intangible assets was as follows:

| ** **                      | ** ** | ** **                                            | ** ** | ** **                                          | ** ** | ** ** | ** ** | **Predecessor**                                       | ** ** |
|---------------------------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------|------------|------------|------------|-------------------------------------------------------|------------|
| ** **                      | ** ** | **Three Months  Ended  June 30, 2007** | ** ** | **Six Months  Ended  June 30, 2007** | ** ** | ** ** | ** ** | **Three Months  Ended  June 30, 2006** | ** ** | **Six Months  Ended  June 30, 2006** | ** ** |
| Customer  relationships         |       |                                                  | $          | 31                                                  |       |       |       | $                                                     | 62         |   |   |   |   |   | $ | 11 |   |   |   | $ | 21 |   |   |
| Vendor  relationships and other |       |                                                  | —     |                                                |       |       | —     |                                                  |       |   |   |   | 1 |   |   |   | 2 |   |   |
| Total                           |       |                                                  | $          | 31                                                  |       |       |       | $                                                     | 62         |   |   |   |   |   | $ | 12 |   |   |   | $ | 23 |   |   |

 

The Company expects amortization expense relating tointangible assets to be approximately $60 million for the remainder of2007 and approximately $122 million, $122 million, $122 million,$118 million and $103 million for each of the five succeeding fiscalyears.

**7.**   Accrued Expensesand Other Current Liabilities

Accruedexpenses and other current liabilities consisted of: 

| ** **                                                                | ** ** | **As of June 30,  2007** | ** ** | **As of December 31,  2006** | ** ** |
|---------------------------------------------------------------------------|------------|-----------------------------------------|------------|---------------------------------------------|------------|
| Accrued travel  supplier payments, deferred revenue and customer advances |       |                                    | $          | 463                                         |       |   |   | $ | 316 |   |   |
| Accrued  commissions and incentives                                       |       |                                    | 113        |                                        |       |   | 87 |   |   |
| Accrued payroll  and related                                              |       |                                    | 89         |                                        |       |   | 81 |   |   |
| Accrued sales and  use tax                                                |       |                                    | 72         |                                        |       |   | 65 |   |   |
| Accrued  advertising and marketing                                        |       |                                    | 45         |                                        |       |   | 36 |   |   |
| Accrued interest  expense                                                 |       |                                    | 42         |                                        |       |   | 43 |   |   |
| Accrued merger  and acquisition costs                                     |       |                                    | 28         |                                        |       |   | 40 |   |   |
| Other                                                                     |       |                                    | 129        |                                        |       |   | 153 |   |   |
|                                                                      |       |                                    | $          | 981                                         |       |   |   | $ | 821 |   |   |

 

**8.**   Long-TermDebt

Long-term debtconsisted of:

| ** **                              | ** ** | **Maturity**        | ** ** | **As of  June 30,  2007** | ** ** | **As of  December 31,  2006** | ** ** |
|-----------------------------------------|------------|---------------------|------------|-------------------------------------|------------|-----------------------------------------|------------|
| **Senior Secured Credit  Facilities**   |       |                |       |                                |       |                                    |       |   |   |   |   |
| Term loan facility                      |       |                |       |                                |       |                                    |       |   |   |   |   |
| Dollar-denominated                      |       | August 2013    |       |                                | $          | 1,300                                   |       |   |   | $ | 1,407 |   |   |
| Euro-denominated                        |       | August 2013    |       |                                | 833        |                                    |       |   | 816 |   |   |
| **Senior Notes**                        |       |                |       |                                |       |                                    |       |   |   |   |   |
| Dollar-denominated  floating rate notes |       | September 2014 |       |                                | 150        |                                    |       |   | 150 |   |   |
| Euro-denominated  floating rate notes   |       | September 2014 |       |                                | 318        |                                    |       |   | 310 |   |   |
| 97¤8% notes                        |       | September 2014 |       |                                | 450        |                                    |       |   | 450 |   |   |
| **Senior Subordinated Notes**           |       |                |       |                                |       |                                    |       |   |   |   |   |
| 117¤8%  Dollar-denominated notes   |       | September 2016 |       |                                | 300        |                                    |       |   | 300 |   |   |
| 107¤8%  Euro-denominated notes     |       | September 2016 |       |                                | 217        |                                    |       |   | 211 |   |   |
| Other                                   |       |                |       |                                | 2          |                                    |       |   | 3 |   |   |
| Total long-term debt                    |       |                |       |                                | 3,570      |                                    |       |   | 3,647 |   |   |
| Less: Current portion                   |       |                |       |                                | 24         |                                    |       |   | 24 |   |   |
| **Long-Term Debt**                      |       |                |       |                                | $          | 3,546                                   |       |   |   | $ | 3,623 |   |   |

 

 

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During the six months ended June 30, 2007, theCompany repaid in total $111 million of debt under its senior secured creditfacility, including $100 million in discretionary repayments and$11 million required to be paid under its senior secured credit agreement.In addition, the Euro-denominated facility and notes increased by approximately$34 million as a result of foreign exchange fluctuations, which are fullyoffset with foreign exchange hedge instruments contracted by the Company. Theunrealized impacts of the hedge instruments are recorded within other currentassets and liabilities on the Condensed Balance Sheet. See note 12—SubsequentEvents for further information on the impact of the Orbitz Worldwide initialpublic offering on long-term debt.

**9.**   Commitmentsand Contingencies

***Company Litigation***

The Company is involved invarious claims, legal proceedings and governmental inquiries related tocontract disputes, business practices, intellectual property and othercommercial, employment and tax matters. The Company believes that it hasadequately accrued for such matters as appropriate or, for matters notrequiring accrual, believes that they will not have a material adverse effecton its results of operations, financial position or cash flows based oninformation currently available. However, litigation is inherentlyunpredictable and, although the Company believes that its accruals are adequateand/or that it has valid defenses in these matters, unfavorable resolutionscould occur, which could have a material adverse effect on the Company’sresults of operations or cash flows in a particular reporting period. There areno new significant claims, legal proceedings or inquiries from those previouslyreported by the Company in its 2006 Financial Statements included in itsRegistration Statement on Form S-4 originally filed with theSecurities and Exchange Commission on March 30, 2007, as amended.

**Guarantees/Indemnifications**

***Standard Guarantees/Indemnifications***

In the ordinary course ofbusiness, the Company enters into numerous agreements that contain standardguarantees and indemnities whereby the Company indemnifies another party forbreaches of representations and warranties. In addition, many of these partiesare also indemnified against any third party claim resulting from thetransaction that is contemplated in the underlying agreement. Such guaranteesor indemnifications are granted under various agreements, including thosegoverning (i) purchases, sales or outsourcing of assets or businesses, (ii) leasesof real estate, (iii) licensing of trademarks, (iv) use ofderivatives and (v) issuances of debt securities. The guarantees orindemnifications issued are for the benefit of the (i) buyers in saleagreements and sellers in purchase agreements, (ii) landlords in leasecontracts, (iii) financial institutions in derivative contracts and (iv) underwritersin debt security issuances. While some of these guarantees extend only for theduration of the underlying agreement, many survive the expiration of the termof the agreement or extend into perpetuity (unless subject to a legal statuteof limitations). There are no specific limitations on the maximum potentialamount of future payments that the Company could be required to make underthese guarantees, nor is the Company able to develop an estimate of the maximumpotential amount of future payments to be made under these guarantees as thetriggering events are not subject to predictability and there is little or nohistory of claims against the Company under such arrangements. With respect tocertain of the aforementioned guarantees, such as indemnifications of landlordsagainst third party claims for the use of real estate property leased by theCompany, the Company maintains insurance coverage that mitigates any potentialpayments to be made.

***ContractualObligation to Indemnify Avis Budget for Certain Taxes Relating to theSeparation from Avis Budget***

The Company’s separationfrom Avis Budget involved a restructuring of the Travelport business wherebycertain former foreign subsidiaries were separated independent of the Company’sseparation from Avis Budget. It is possible that the independent separation ofthese foreign subsidiaries could give 

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rise toan increased tax liability for Avis Budget that would not have existed hadthese foreign subsidiaries been separated with the Company. In order to induceAvis Budget to approve the separation structure, the Company agreed toindemnify Avis Budget for any increase in Avis Budget’s tax liability resultingfrom the structure. The Company is not able to predict the amount of such taxliability, if any.

**10.**   Equity-BasedCompensation

The Company introduced anequity-based long term incentive program in 2006 for the purpose of retainingcertain key employees. Under this program, key employees were grantedrestricted equity units and interests in the partnership that owns 100% of theCompany. The board of directors of the partnership approved the grant of up to100 million restricted equity units. The equity awards issued consist of fourclasses of partnership interests. The Class A-2 equity units vest ata pro-rata rate of 6.25% on a quarterly basis and become fully vested in May 2010.The Class B and Class B-1 partnership interests vest annually over afour-year period beginning in August 2007. The Class C and Dpartnership interests vest upon the occurrence of a liquidity event and subjectto certain other performance criteria. None of the awards require the paymentof an exercise price by the recipient.

The activityof the Company’s equity award program is presented below:

| ** **                          | ** ** | **Restricted Equity Units** | ** ** | **Partnership Interests**                          | ** ** |                       |
|-------------------------------------|------------|---------------------------------------|------------|---------------------------------------------------------|------------|----------------------------|
| ** **                          | ** ** | **Class A-2**                    | ** ** | **Class B**                                        | ** ** | **Class B-1**         | **   ** | **Class C** | ** ** | **Class D** | ** ** |   |
| ** **                          | ** ** | **Number of  Shares**            | ** ** | **Weighted  Average  Grant Date  Fair Value** | ** ** | **Number of  Shares** | ** ** | **Weighted  Average  Grant Date  Fair Value** | ** ** | **Number of  Shares** | ** ** | **Weighted  Average  Grant Date  Fair Value** | **   ** | **Number of  Shares** | ** ** | **Weighted  Average  Grant Date  Fair Value** | ** ** | **Number of  Shares** | ** ** | **Weighted  Average  Grant Date  Fair Value** | ** ** |
| Balance as of  January 1, 2007 |       | 36,372,213                            |       |                                                    | $          | 1.00                       |   |   | 11,278,539 |     |   | $ | 0.49 |   |     | — |     |     | — |     |     | 11,278,539 |   |   | $ | 0.43 |   |   | 11,278,539 |   |   | $ | 0.38 |   |   |   |
| Granted at fair  market value       |       | 4,599,821                             |       |                                                    | $          | 1.84                       |   |   | — |   |   | — |   |     | 1,669,961 |     |     | $ | 0.70 |     |     | 1,669,961 |   |   | $ | 0.65 |   |   | 1,669,961 |   |   | $ | 0.56 |   |   |   |
| Exercised                           |       | —                                |       |                                                    | —     |                       |   | — |   |   | — |   |   | — |   |   | — |   |     | — |   |   | — |   |   | — |   |   | — |   |   |   |
| Forfeited                           |       | (1,177,025                            | )          |                                                    | $          | 1.00                       |   |   | (228,311 | ) |   | $ | 0.49 |   |   | — |   |   | — |   |     | (228,311 | ) |   | $ | 0.43 |   |   | (228,311 | ) |   | $ | 0.38 |   |   |   |
| Balance as of  June 30, 2007   |       | 39,795,009                            |       |                                                    | $          | 1.10                       |   |   | 11,050,228 |   |   | $ | 0.49 |   |   | 1,669,961 |   |   | $ | 0.70 |   |     | 12,720,189 |   |   | $ | 0.46 |   |   | 12,720,189 |   |   | $ | 0.40 |   |   |   |

 

Thefair value of the Class B-1 equity awards granted during 2007 was estimated onthe dates of grant using a Monte-Carlo valuation model with the followingweighted average assumptions:

| Dividend yield          |   | —         |   |
|-------------------------|--------|----------------|--------|
| Expected volatility     |   | 45.00          | %      |
| Risk-free interest rate |   | 4.64           | %      |
| Expected holding period |   | 6.2 years |   |

 

As of June 30, 2007,10 million Class A-2 restricted equity units were vested, and nopartnership interests were vested. The Company expensed the restricted equityunits and the Class B and Class B-1 partnership interests over theirvesting period based upon the fair value of the awards on the date of grant.During the three and six months ended June 30, 2007, the Companyrecognized $5 million and $8 million, respectively, in compensation expenserelated to the restricted equity units and the Class B and Class B-1 partnershipinterests, none of which is expected to provide a tax benefit. The Company didnot record any compensation expense for the Class C and Class Dpartnership interests as it was determined that it is not probable that theseawards will vest due to the contingent performance criteria.

**11.**   SegmentInformation

On an overall basis,management evaluates the performance of the Company based upon net revenue and “EBITDA”,which is defined as net income before interest, income taxes, depreciation andamortization, each of which is presented on the Company’s Statements ofOperations.

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The reportable segmentspresented below represent the Company’s operating segments for which separatefinancial information is available and which is utilized on a regular basis byits management to assess financial performance and to allocate resources. Certain expenses which are managed outside ofthe segments are excluded from the results of the segments and are includedwithin Corporate and other.

TheCompany’s presentation of EBITDA may not be comparable to similarly-titledmeasures used by other companies.

| ** **                        | ** ** | ** **                                            | ** ** | ** **                                          | ** ** | ** ** | ** ** | **Predecessor**                                       | ** ** |
|-----------------------------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------|------------|------------|------------|-------------------------------------------------------|------------|
| ** **                        | ** ** | **Three Months  Ended June 30,  2007** | ** ** | **Six Months  Ended June 30,  2007** | ** ** | ** ** | ** ** | **Three Months  Ended June 30,  2006** | ** ** | **Six Months  Ended June 30,  2006** | ** ** |
| **Galileo**                       |       |                                                  |       |                                                |       |       |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Net revenue                       |       |                                                  | $          | 409                                                 |       |       |       | $                                                     | 823        |   |   |   |   |   | $ | 396 |   |   |   | $ | 799 |   |   |
| Segment EBITDA                    |       |                                                  | 125        |                                                |       |       | 242        |                                                  |       |   |   |   | (757 | ) |   |   | (625 | ) |   |
| **Orbitz  Worldwide**             |       |                                                  |       |                                                |       |       |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Net revenue                       |       |                                                  | 235        |                                                |       |       | 442        |                                                  |       |   |   |   | 213 |   |   |   | 398 |   |   |
| Segment EBITDA                    |       |                                                  | 27         |                                                |       |       | 44         |                                                  |       |   |   |   | (292 | ) |   |   | (277 | ) |   |
| **GTA**                           |       |                                                  |       |                                                |       |       |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Net revenue                       |       |                                                  | 96         |                                                |       |       | 160        |                                                  |       |   |   |   | 97 |   |   |   | 159 |   |   |
| Segment EBITDA                    |       |                                                  | 26         |                                                |       |       | 26         |                                                  |       |   |   |   | 25 |   |   |   | 17 |   |   |
| **Corporate  and other**          |       |                                                  |       |                                                |       |       |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |
| EBITDA(a)                         |       |                                                  | (50        | )                                                   |       |       | (85        | )                                                     |       |   |   |   | (47 | ) |   |   | (79 | ) |   |
| **Intersegment  eliminations(b)** |       |                                                  |       |                                                |       |       |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Net revenue                       |       |                                                  | (16        | )                                                   |       |       | (33        | )                                                     |       |   |   |   | (13 | ) |   |   | (27 | ) |   |
| **Combined  Totals**              |       |                                                  |       |                                                |       |       |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Revenue                           |       |                                                  | $          | 724                                                 |       |       |       | $                                                     | 1,392      |   |   |   |   |   | $ | 693 |   |   |   | $ | 1,329 |   |   |
| EBITDA                            |       |                                                  | $          | 128                                                 |       |       |       | $                                                     | 227        |   |   |   |   |   | ($1,071 | ) |   |   | ($964 | ) |   |

----

(a)           Other includescorporate general and administrative costs not allocated to the segments.

(b)          Consists primarily ofeliminations related to the inducements paid by Galileo to Orbitz Worldwide.

Provided below is areconciliation of EBITDA to loss before income taxes: 

| ** **                     | ** ** | ** **                                            | ** ** | ** **                                          | ** ** | ** ** | ** ** | **Predecessor**                                       | ** ** |
|--------------------------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------|------------|------------|------------|-------------------------------------------------------|------------|
| ** **                     | ** ** | **Three Months  Ended June 30,  2007** | ** ** | **Six Months  Ended June 30,  2007** | ** ** | ** ** | ** ** | **Three Months  Ended June 30,  2006** | ** ** | **Six Months  Ended June 30,  2006** | ** ** |
| **EBITDA**                     |       |                                                  | $          | 128                                                 |       |       |       | $                                                     | 227        |   |   |   |   |   | $ | (1,071 | ) |   |   | $ | (964 | ) |   |
| Interest expense, net          |       |                                                  | (81        | )                                                   |       |       | (167       | )                                                     |       |   |   |   | (11 | ) |   |   | (23 | ) |   |
| Depreciation and  amortization |       |                                                  | (53        | )                                                   |       |       | (108       | )                                                     |       |   |   |   | (48 | ) |   |   | (97 | ) |   |
| **Loss before income taxes**   | ** ** | ** **                                            | **$**      | **(6**                                              | **)**      | ** ** | ** ** | **$**                                                 | **(48**    | **)** | ** ** | ** ** | ** ** | ** ** | **$** | **(1,130** | **)** | ** ** | ** ** | **$** | **(1,084** | **)** | ** ** |

 

Providedbelow is a reconciliation of segment assets to total assets:

| ** **           | ** ** | **June 30,  2007** | ** ** | **December 31,  2006** | ** ** |
|----------------------|------------|-------------------------|------------|-----------------------------|------------|
| Galileo              |       |                    | $          | 1,864                       |       |   |   | $ | 1,824 |   |   |
| Orbitz Worldwide     |       |                    | 2,042      |                        |       |   | 2,053 |   |   |
| GTA                  |       |                    | 2,049      |                        |       |   | 1,935 |   |   |
| Corporate and  other |       |                    | 350        |                        |       |   | 318 |   |   |
| Total                |       |                    | $          | 6,305                       |       |   |   | $ | 6,130 |   |   |

 

16

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**12.**   SubsequentEvents

*Orbitz WorldwideInitial Public Offering*

On July 25, 2007, theCompany’s subsidiary, Orbitz Worldwide, Inc., completed an initial publicoffering of 41% of its shares of common stock for net proceeds of approximately$475 million.  Also on July 25,2007, Orbitz Worldwide entered into a new senior secured credit agreement andreceived net proceeds of approximately $595 million from borrowings under theterm loan portion of the facility. Orbitz Worldwide used the net proceeds fromthe IPO and $530 million from the term loan borrowings to repay indebtedness itowed to the Company and to pay the Company a dividend. The Company used suchproceeds to repay approximately $1 billion of its long-term debt.

*Sale of Subsidiary*

On July 16, 2007, theCompany completed the sale of a travel subsidiary located in the United Kingdomfor approximately $9 million in cash.

**13.**   Guarantorand Non-Guarantor Condensed Financial Statements

The following unaudited condensed financialinformation presents the Company’s Consolidated Condensed Balance Sheet as of June 30,2007 and December 31, 2006 and the Consolidated Condensed Statements ofOperations for the three and six months ended June 30, 2007 and Statementsof Cash Flows for the six months ended June 30, 2007 for: (a) TravelportLimited (‘‘the Parent Guarantor’’); (b) Waltonville Limited, which iscurrently in dissolution, and TDS Investor (Luxembourg) S.a.r.l (“theIntermediate Parent Guarantor”), (c) Travelport LLC (formerly known asTravelport Inc.) (“the Issuer”), (d) the guarantor subsidiaries; (e) thenon-guarantor subsidiaries; (f) elimination and adjusting entriesnecessary to combine the Parent, Intermediate Parent Guarantor with theguarantor and non-guarantor subsidiaries; and (e) the Company andPredecessor on a Consolidated basis.

17

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**TRAVELPORT LIMITEDCONSOLIDATING CONDENSED STATEMENT OF OPERATIONSFor the Three Months Ended June 30, 2007**

| ** **                                  | ** ** | **Parent  Guarantor** | ** ** | **Intermediate  Parent  Guarantor** | ** ** | **Issuer** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |
|---------------------------------------------|------------|-----------------------|------------|-------------------------------------|------------|------------|------------|-----------------------------|------------|---------------------------------|------------|------------------|------------|------------------------------|------------|
| **Net revenue**                             |       |                  | $          | —                              |       |       |       | $                           | —     |                            |       |             | $          | —                       |       |   |   | $ | 343 |   |   |   | $ | 393 |   |   |   | $ | (12 | ) |   |   | $ | 724 |   |   |
| **Cost and expenses**                       |       |                  |       |                                |       |       |       |                        |       |                            |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of revenue                             |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 189        |   |   |   | 121 |   |   |   | (29 | ) |   |   | 281 |   |   |
| Selling, general and administrative         |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 60         |   |   |   | 231 |   |   |   | 17 |   |   |   | 308 |   |   |
| Separation and restructuring charges        |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 6          |   |   |   | — |   |   |   | — |   |   |   | 6 |   |   |
| Depreciation and amortization               |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 31         |   |   |   | 22 |   |   |   | — |   |   |   | 53 |   |   |
| Other expense                               |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | —     |   |   |   | 1 |   |   |   | — |   |   |   | 1 |   |   |
| Total operating expenses                    |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 286        |   |   |   | 375 |   |   |   | (12 | ) |   |   | 649 |   |   |
| **Operating income**                        |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 57         |   |   |   | 18 |   |   |   | — |   |   |   | 75 |   |   |
| Interest income (expense), net              |       |                  | 7          |                                |       |       | —     |                        |       |                            | (90        | )                |       |                         | 4          |   |   |   | (2 | ) |   |   | — |   |   |   | (81 | ) |   |
| Equity in earnings (losses) of subsidiaries |       |                  | (22        | )                                   |       |       | (31        | )                           |       |                            | 65         |             |       |                         | —     |   |   |   | — |   |   |   | (12 | ) |   |   | — |   |   |
| **Income (loss) before income taxes**       |       |                  | (15        | )                                   |       |       | (31        | )                           |       |                            | (25        | )                |       |                         | 61         |   |   |   | 16 |   |   |   | (12 | ) |   |   | (6 | ) |   |
| Provision for income taxes                  |       |                  | —     |                                |       |       | —     |                        |       |                            | —     |             |       |                         | 2          |   |   |   | 7 |   |   |   | — |   |   |   | 9 |   |   |
| **Net  income (loss)**                      | ** ** | ** **            | **$**      | **(15**                             | **)**      | ** ** | ** ** | **$**                       | **(31**    | **)**                           | ** ** | ** **       | **$**      | **(25**                      | **)**      | ** ** | ** ** | **$** | **59** |   | ** ** | ** ** | **$** | **9** |   | ** ** | ** ** | **$** | **(12** | **)** | ** ** | ** ** | **$** | **(15** | **)** | ** ** |

** **

18

----

** **

**TRAVELPORT LIMITEDCONSOLIDATING CONDENSED STATEMENT OF OPERATIONSFor the Six Months Ended June 30, 2007**

| ** **                                  | ** ** | **Parent  Guarantor** | ** ** | **Intermediate  Parent  Guarantor** | ** ** | **Issuer** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-Guarantor  Subsidiaries** | ** **         | **Eliminations**   | ** ** | **Travelport  Consolidated** | ** ** |
|---------------------------------------------|------------|-----------------------|------------|-------------------------------------|------------|------------|------------|-----------------------------|------------|---------------------------------|--------------------|--------------------|------------|------------------------------|------------|
| **Net  revenue**                            |       |                  | $          | —                              |       |       |       | $                           | —     |                            |               | $                  | —     |                         |       | $ | 663 |   |   |   | $ | 756 |   |   |   | $ | (27 | ) |   |   | $ | 1,392 |   |   |
| **Cost and expenses**                       |       |                  |       |                                |       |       |       |                        |       |                            |               |               |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of revenue                             |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 296        |                         |       |   | 292 |   |   |   | (27 | ) |   |   | 561 |   |   |
| Selling, general and administrative         |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 161        |                         |       |   | 412 |   |   |   | — |   |   |   | 573 |   |   |
| Separation and restructuring charges        |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 29         |                         |       |   | — |   |   |   | — |   |   |   | 29 |   |   |
| Depreciation and amortization               |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 66         |                         |       |   | 42 |   |   |   | — |   |   |   | 108 |   |   |
| Other expense                               |       |                  | —     |                                |       |       | —     |                        |       | —                          |     |     | 1          |                         |       |   | 1 |   |   |   | — |   |   |   | 2 |   |   |
| Total operating  expenses                   |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 553        |                         |       |   | 747 |   |   |   | (27 | ) |   |   | 1,273 |   |   |
| **Operating  income**                       |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 110        |                         |       |   | 9 |   |   |   | — |   |   |   | 119 |   |   |
| Interest income (expense), net              |       |                  | 7          |                                |       |       | —     |                        |       | (173                            | )                  |               | (1         | )                            |       |   | — |   |   |   | — |   |   |   | (167 | ) |   |
| Equity in earnings (losses) of subsidiaries |       |                  | (61        | )                                   |       |       | (67        | )                           |       | 112                             |               |               | —     |                         |       |   | — |   |   |   | 16 |   |   |   | — |   |   |
| **Income  (loss) before income taxes**      |       |                  | (54        | )                                   |       |       | (67        | )                           |       | (61                             | )                  |               | 109        |                         |       |   | 9 |   |   |   | 16 |   |   |   | (48 | ) |   |
| Provision for  income taxes                 |       |                  | —     |                                |       |       | —     |                        |       | —                          |               |               | 3          |                         |       |   | 3 |   |   |   | — |   |   |   | 6 |   |   |
| **Net income (loss)**                       | ** ** | ** **            | **$**      | **(54**                             | **)**      | ** ** | ** ** | **$**                       | **(67**    | **)**                           | ** **         | **$**              | **(61**    | )                            | ** ** | **$** | **106** |   | ** ** | ** ** | **$** | **6** |   | ** ** | ** ** | **$** | **16** |   | ** ** | ** ** | **$** | **(54** | **)** | ** ** |

 

19

----

**TRAVELPORT LIMITEDCONSOLIDATING CONDENSED BALANCE SHEETAs of June 30, 2007**

| ** **                                           | ** ** | **Parent  Guarantor** | ** ** | **Intermediate  Parent  Guarantor** | ** ** | **Issuer** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-  Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |   |
|------------------------------------------------------|------------|-----------------------|------------|-------------------------------------|------------|------------|------------|-----------------------------|------------|-----------------------------------|------------|------------------|------------|------------------------------|------------|--------|
| **Assets**                                           | ** ** |                  | ** ** | ** **                          |       |       | ** ** | ** **                  |       | ** **                        | ** ** |             | ** ** | ** **                   |       |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   |
| Current assets:                                      |       |                  |       | ** **                          |       |       |       |                        |       |                              |       |             |       |                         |       |   |   | ** ** |   |   |   |   |   |   |   | ** ** |   |   |
| Cash and cash equivalents                            |       |                  | $          | —                              | ** ** |       |       | $                           | —     |                              |       | $                | —     |                         |       | $      | 14 |   |   |   | $ | 301 | ** ** |   |   | $ | — |   |   |   | $ | 315 | ** ** |   |   |
| Accounts receivable                                  |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 78         |                         |       |   | 383 | ** ** |   |   | — |   |   |   | 461 | ** ** |   |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | (1         | )                            |       |   | 10 | ** ** |   |   | — |   |   |   | 9 | ** ** |   |   |
| Other current assets                                 |       |                  | 12         | ** **                          |       |       | —     |                        |       | 65                                |       |             | 39         |                         |       |   | 79 | ** ** |   |   | — |   |   |   | 195 | ** ** |   |   |
| Total current assets                                 |       |                  | 12         | ** **                          |       |       | —     |                        |       | 65                                |       |             | 130        |                         |       |   | 773 | ** ** |   |   | — |   |   |   | 980 | ** ** |   |   |
| Investment in subsidiary/intercompany                |       |                  | 632        | ** **                          |       |       | (700       | )                           |       | 1,510                             |       |             | —     |                         |       |   | — | ** ** |   |   | (1,442 | ) |   |   | — | ** ** |   |   |
| Property and equipment, net                          |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 381        |                         |       |   | 105 | ** ** |   |   | — |   |   |   | 486 | ** ** |   |   |
| Goodwill                                             |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 1,406      |                         |       |   | 770 | ** ** |   |   | — |   |   |   | 2,176 | ** ** |   |   |
| Trademarks and tradenames                            |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 488        |                         |       |   | 225 | ** ** |   |   | — |   |   |   | 713 | ** ** |   |   |
| Other intangible assets, net                         |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 875        |                         |       |   | 694 | ** ** |   |   | — |   |   |   | 1,569 | ** ** |   |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | (28        | )                            |       |   | 40 | ** ** |   |   | — |   |   |   | 12 | ** ** |   |   |
| Other non-current assets                             |       |                  | 139        | ** **                          |       |       | —     |                        |       | 65                                |       |             | 120        |                         |       |   | 45 | ** ** |   |   | — |   |   |   | 369 | ** ** |   |   |
| **Total assets**                                     | ** ** |                  | **$**      | **783**                             | ** ** |       |       | **$**                       | **(700**   | **)**                             |       | **$**            | **1,640**  | ** **                   |       | **$**  | **3,372** | ** ** |   |   | **$** | **2,652** | ** ** |   |   | **$** | **(1,442** | **)** |   |   | **$** | **6,305** | ** ** |   |
| **Liabilities  and shareholders’ equity**       | ** ** |                  | ** ** | ** **                          |       |       | ** ** | ** **                  |       | ** **                        | ** ** |             | ** ** | ** **                   |       |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   |
| Current liabilities:                                 |       |                  |       | ** **                          |       |       |       |                        |       |                              |       |             |       |                         |       |   |   | ** ** |   |   |   |   |   |   |   | ** ** |   |   |
| Accounts payable                                     |       |                  | $          | —                              | ** ** |       |       | $                           | —     |                              |       | $                | —     |                         |       | $      | 100 |   |   |   | $ | 325 | ** ** |   |   | $ | — |   |   |   | $ | 425 | ** ** |   |   |
| Accrued expenses and other current liabilities       |       |                  | —     | ** **                          |       |       | —     |                        |       | 40                                |       |             | 217        |                         |       |   | 724 | ** ** |   |   | — |   |   |   | 981 | ** ** |   |   |
| Current portion of long-term debt                    |       |                  | —     | ** **                          |       |       | —     |                        |       | 22                                |       |             | 2          |                         |       |   | — | ** ** |   |   | — |   |   |   | 24 | ** ** |   |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 5          |                         |       |   | 9 | ** ** |   |   | — |   |   |   | 14 | ** ** |   |   |
| Total current liabilities                            |       |                  | —     | ** **                          |       |       | —     |                        |       | 62                                |       |             | 324        |                         |       |   | 1,058 | ** ** |   |   | — |   |   |   | 1,444 | ** ** |   |   |
| Long-term debt                                       |       |                  | —     | ** **                          |       |       | —     |                        |       | 3,546                             |       |             | —     |                         |       |   | — | ** ** |   |   | — |   |   |   | 3,546 | ** ** |   |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 2          |                         |       |   | 238 | ** ** |   |   | — |   |   |   | 240 | ** ** |   |   |
| Tax sharing liability                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 138        |                         |       |   | — | ** ** |   |   | — |   |   |   | 138 | ** ** |   |   |
| Other non-current liabilities                        |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 130        |                         |       |   | 24 | ** ** |   |   | — |   |   |   | 154 | ** ** |   |   |
| **Total liabilities**                                |       |                  | —     | ** **                          |       |       | —     | ** **                  |       | **3,608**                         | ** ** |             | **594**    | ** **                   |       |   | **1,320** | ** ** |   |   | — | ** ** |   |   | **5,522** | ** ** |   |   |
| Total shareholders’ equity/intercompany         |       |                  | 783        | ** **                          |       |       | (700       | )                           |       | (1,968                            | )          |             | 2,778      |                         |       |   | 1,332 | ** ** |   |   | (1,442 | ) |   |   | 783 | ** ** |   |   |
| **Total  liabilities and shareholders’ equity** | ** ** |                  | **$**      | **783**                             | ** ** |       |       | **$**                       | **(700**   | **)**                             |       | **$**            | **1,640**  | ** **                   |       | **$**  | **3,372** | ** ** |   |   | **$** | **2,652** | ** ** |   |   | **$** | **(1,442** | **)** |   |   | **$** | **6,305** | ** ** |   |   |
|                                                      |            |                       |            |                                     |            |            |            |                             |            |                                   |            |                  |            |                              |            |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

** **

20

----

**TRAVELPORT LIMITEDCONSOLIDATING CONDENSED BALANCE SHEETAs of December 31, 2006**

| ** **                                           | ** ** | **Parent  Guarantor** | ** ** | **Intermediate  Parent  Guarantor** | ** ** | **Issuer** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-  Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |
|------------------------------------------------------|------------|-----------------------|------------|-------------------------------------|------------|------------|------------|-----------------------------|------------|-----------------------------------|------------|------------------|------------|------------------------------|------------|
| **Assets**                                           | ** ** |                  | ** ** | ** **                          |       |       | ** ** | ** **                  |       | ** **                        | ** ** |             | ** ** | ** **                   |       |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Current assets:                                      |       |                  |       | ** **                          |       |       |       |                        |       |                              |       |             |       |                         |       |   |   | ** ** |   |   |   |   |   |   |   | ** ** |   |
| Cash and cash equivalents                            |       |                  | $          | —                              | ** ** |       |       | $                           | —     |                              |       | $                | —     |                         |       | $ | 19 |   |   |   | $ | 78 | ** ** |   |   | $ | — |   |   |   | $ | 97 | ** ** |   |
| Accounts receivable                                  |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 78         |                         |       |   | 376 | ** ** |   |   | — |   |   |   | 454 | ** ** |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | (2         | )                            |       |   | 8 | ** ** |   |   | — |   |   |   | 6 | ** ** |   |
| Other current assets                                 |       |                  | —     | ** **                          |       |       | —     |                        |       | 59                                |       |             | 32         |                         |       |   | 64 | ** ** |   |   | — |   |   |   | 155 | ** ** |   |
| Assets held for sale                                 |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | 42 | ** ** |   |   | — |   |   |   | 42 | ** ** |   |
| Total current assets                                 |       |                  | —     | ** **                          |       |       | —     |                        |       | 59                                |       |             | 127        |                         |       |   | 568 | ** ** |   |   | — |   |   |   | 754 | ** ** |   |
| Investment in subsidiary/intercompany                |       |                  | 775        | ** **                          |       |       | (1,214     | )                           |       | 2,327                             |       |             | —     |                         |       |   | — | ** ** |   |   | (1,888 | ) |   |   | — | ** ** |   |
| Property and equipment, net                          |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 361        |                         |       |   | 113 | ** ** |   |   | — |   |   |   | 474 | ** ** |   |
| Goodwill                                             |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 953        |                         |       |   | 1,212 | ** ** |   |   | — |   |   |   | 2,165 | ** ** |   |
| Trademarks and tradenames                            |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 538        |                         |       |   | 169 | ** ** |   |   | — |   |   |   | 707 | ** ** |   |
| Other intangible assets, net                         |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 954        |                         |       |   | 680 | ** ** |   |   | — |   |   |   | 1,634 | ** ** |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | (27        | )                            |       |   | 39 | ** ** |   |   | — |   |   |   | 12 | ** ** |   |
| Other non-current assets                             |       |                  | —     | ** **                          |       |       | —     |                        |       | 125                               |       |             | 121        |                         |       |   | 138 | ** ** |   |   | — |   |   |   | 384 | ** ** |   |
| **Total assets**                                     | ** ** |                  | **$**      | **775**                             | ** ** |       |       | **$**                       | **(1,214** | **)**                             |       | **$**            | **2,511**  | ** **                   |       | **$** | **3,027** | ** ** |   |   | **$** | **2,919** | ** ** |   |   | **$** | **(1,888** | **)** |   |   | **$** | **6,130** | ** ** |   |
| **Liabilities  and shareholders’ equity**       | ** ** |                  | ** ** | ** **                          |       |       | ** ** | ** **                  |       | ** **                        | ** ** |             | ** ** | ** **                   |       |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Current liabilities:                                 |       |                  |       | ** **                          |       |       |       |                        |       |                              |       |             |       |                         |       |   |   | ** ** |   |   |   |   |   |   |   | ** ** |   |
| Accounts payable                                     |       |                  | $          | —                              | ** ** |       |       | $                           | —     |                              |       | $                | —     |                         |       | $ | 71 |   |   |   | $ | 237 | ** ** |   |   | $ | — |   |   |   | $ | 308 | ** ** |   |
| Accrued expenses and other current liabilities       |       |                  | —     | ** **                          |       |       | —     |                        |       | 55                                |       |             | 361        |                         |       |   | 405 | ** ** |   |   | — |   |   |   | 821 | ** ** |   |
| Current portion of long-term debt                    |       |                  | —     | ** **                          |       |       | —     |                        |       | 22                                |       |             | 1          |                         |       |   | 1 | ** ** |   |   | — |   |   |   | 24 | ** ** |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 5          |                         |       |   | 8 | ** ** |   |   | — |   |   |   | 13 | ** ** |   |
| Total current liabilities                            |       |                  | —     | ** **                          |       |       | —     |                        |       | 77                                |       |             | 438        |                         |       |   | 651 | ** ** |   |   | — |   |   |   | 1,166 | ** ** |   |
| Long-term debt                                       |       |                  | —     | ** **                          |       |       | —     |                        |       | 3,622                             |       |             | 1          |                         |       |   | — | ** ** |   |   | — |   |   |   | 3,623 | ** ** |   |
| Deferred income taxes                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | 247 | ** ** |   |   | — |   |   |   | 247 | ** ** |   |
| Tax sharing liability                                |       |                  | —     | ** **                          |       |       | —     |                        |       | —                            |       |             | 125        |                         |       |   | — | ** ** |   |   | — |   |   |   | 125 | ** ** |   |
| Other non-current liabilities                        |       |                  | —     | ** **                          |       |       | —     |                        |       | 26                                |       |             | 136        |                         |       |   | 32 | ** ** |   |   | — |   |   |   | 194 | ** ** |   |
| **Total liabilities**                                |       |                  | —     | ** **                          |       |       | —     |                        |       | 3,725                             |       |             | 700        |                         |       |   | 930 | ** ** |   |   | — |   |   |   | 5,355 | ** ** |   |
| Total shareholders’ equity/intercompany         |       |                  | 775        | ** **                          |       |       | (1,214     | )                           |       | (1,214                            | )          |             | 2,327      |                         |       |   | 1,989 | ** ** |   |   | $ | (1,888 | ) |   |   | 775 | ** ** |   |
| **Total  liabilities and shareholders’ equity** | ** ** |                  | **$**      | **775**                             | ** ** |       |       | **$**                       | **(1,214** | **)**                             |       | **$**            | **2,511**  | ** **                   |       | **$** | **3,027** | ** ** |   |   | **$** | **2,919** | ** ** |   |   | **$** | **(1,888** | **)** |   |   | **$** | **6,130** | ** ** |   |

 

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**TRAVELPORT LIMITEDCONSOLIDATING CONDENSED CASH FLOWSFor the Six Months Ended June 30, 2007**

| ** **                                                                                | ** ** | **Parent  Guarantor** | ** ** | **Intermediate  Parent   Guarantor** | ** ** | **Issuer** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-  Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |
|-------------------------------------------------------------------------------------------|------------|-----------------------|------------|-------------------------------------------|------------|------------|------------|-----------------------------|------------|-----------------------------------|------------|------------------|------------|------------------------------|------------|
| **Operating activities**                                                                  |       |                  |       |                                      |       |       |       |                        |       |                              |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss)                                                                         |       |                  | $          | (54                                       | )          |       |       | $                           | (67        | )                                 |       | $                | (61        | )                            |       | $ | 106 |   |   |   | $ | 6 |   |   |   | $ | 16 |   |   |   | $ | (54 | ) |   |
| Adjustments to reconcile  net income (loss) to net cash provided by operating activities: |       |                  |       |                                      |       |       |       |                        |       |                              |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and amortization                                                             |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | 66         |                         |       |   | 42 |   |   |   | — |   |   |   | 108 |   |   |
| Deferred income  taxes                                                                    |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | 2          |                         |       |   | (14 | ) |   |   | — |   |   |   | (12 | ) |   |
| Provision for bad  debts                                                                  |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | 3 |   |   |   | — |   |   |   | 3 |   |   |
| Amortization of  debt issuance costs                                                      |       |                  | —     |                                      |       |       | —     |                        |       | 10                                |       |             | —     |                         |       |   | — |   |   |   | — |   |   |   | 10 |   |   |
| Non-cash charges  related to tax sharing liability                                        |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | 6          |                         |       |   | — |   |   |   | — |   |   |   | 6 |   |   |
| Equity based  compensation                                                                |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | 13         |                         |       |   | — |   |   |   | — |   |   |   | 13 |   |   |
| Changes in assets and  liabilities, net of effects from acquisitions and disposals        |       |                  |       |                                      |       |       |       |                        |       |                              |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounts  receivable                                                                      |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | (6 | ) |   |   | — |   |   |   | (6 | ) |   |
| Other current assets                                                                      |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | (4         | )                            |       |   | — |   |   |   | — |   |   |   | (4 | ) |   |
| Accounts payable,  accrued expenses and other current liabilities                         |       |                  | (13        | )                                         |       |       | —     |                        |       | 45                                |       |             | (120       | )                            |       |   | 358 |   |   |   | — |   |   |   | 270 |   |   |
| Investment in subsidiaries                                                                |       |                  | 61         |                                      |       |       | 67         |                        |       | (112                              | )          |             | —     |                         |       |   | — |   |   |   | (16 | ) |   |   | — |   |   |
| Other                                                                                     |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | (5         | )                            |       |   | (11 | ) |   |   | — |   |   |   | (16 | ) |   |
| **Net cash  provided by (used in) operating activities**                                  | ** ** | ** **            | **(6**     | **)**                                     |       |       | —     |                        | ** ** | **(118**                          | **)**      | ** **       | **64**     | ** **                   | ** ** | ** ** | **378** |   |   |   | — |   | ** ** | ** ** | **318** | ** ** | ** ** |
| **Investing activities**                                                                  |       |                  |       |                                      |       |       |       |                        |       |                              |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Property and equipment additions                                                          |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | (48        | )                            |       |   | (16 | ) |   |   | — |   |   |   | (64 | ) |   |
| Acquisition  related payments                                                             |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | (7         | )                            |       |   | — |   |   |   | — |   |   |   | (7 | ) |   |
| Proceeds from  asset sales                                                                |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | 75 |   |   |   | — |   |   |   | 75 |   |   |
| Net intercompany funding                                                                  |       |                  | 4          |                                      |       |       | —     |                        |       | 229                               |       |             | (14        | )                            |       |   | (219 | ) |   |   | — |   |   |   | — |   |   |
| Other                                                                                     |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | 1 |   |   |   | — |   |   |   | 1 |   |   |
| **Net cash  provided by (used in) investing activities**                                  | ** ** | ** **            | **4**      |                                      |       |       | —     |                        | ** ** | **229**                           | ** ** | ** **       | **(69**    | **)**                        | ** ** | ** ** | **(159** | **)** |   |   | — |   | ** ** | ** ** | **5** | ** ** | ** ** |
| **Financing  activities**                                                                 | ** ** | ** **            | ** ** |                                      |       |       |       |                        | ** ** | ** **                        | ** ** | ** **       | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** |   |   |   |   | ** ** | ** ** | ** ** | ** ** | ** ** |
| Principal payments  on borrowings                                                         |       |                  | —     |                                      |       |       | —     |                        |       | (111                              | )          |             | —     |                         |       |   | — |   |   |   | — |   |   |   | (111 | ) |   |
| Issuance of common  stock                                                                 |       |                  | 2          |                                      |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | — |   |   |   | — |   |   |   | 2 |   |   |
| **Net cash  provided by (used in) financing activities**                                  | ** ** | ** **            | **2**      |                                      |       |       | —     |                        |       | (111                              | )          |             | —     |                         |       |   | — |   |   |   | — |   | ** ** | ** ** | **(109** | **)** | ** ** |
| Effect of changes  in exchange rates on cash and cash equivalents                         |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | —     |                         |       |   | 4 |   |   |   | — |   |   |   | 4 |   |   |
| Net increase (decrease) in cash and cash equivalents                                      |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | (5         | )                            |       |   | 223 |   |   |   | — |   |   |   | 218 |   |   |
| Cash and cash  equivalents at beginning of year                                           |       |                  | —     |                                      |       |       | —     |                        |       | —                            |       |             | 19         |                         |       |   | 78 |   |   |   | — |   |   |   | 97 |   |   |
| **Cash and cash equivalents at  end of year**                                             | ** ** | ** **            | **$**      | **—**                                |       |       |       | $                           | —     |                              |       | $                | —     | ** **                   | ** ** | **$** | **14** | ** ** | ** ** | ** ** | **$** | **301** |   |   |   | $ | — |   | ** ** | ** ** | **$** | **315** | ** ** | ** ** |

 

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The following Combining Condensed Statements ofOperations for the three and six months ended June 30, 2006 and Statementsof Cash Flows for the six months ended June 30, 2006 are presented as ifthe guarantor/non-guarantor subsidiary structure had been in place at thePredecessor for: (a) Cendant Travel Distribution Service Group, Inc.(‘‘the Parent’’); (b) the guarantor subsidiaries; (c) thenon-guarantor subsidiaries; (d) elimination and adjusting entriesnecessary to combine the Parent with the guarantor and non-guarantorsubsidiaries; and (e) the Company on a combined basis. The condensedfinancial information of the Intermediate Parent Guarantor and the Issuer arenot included for periods prior to August 22, 2006 as these entities didnot have any operations prior to this date.

**TRAVELPORTBUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)COMBINING CONDENSED STATEMENT OF OPERATIONSFor the Three Months Ended June 30, 2006**

| ** **                                               | ** ** | **Parent  Guarantor** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |
|----------------------------------------------------------|------------|-----------------------|------------|-----------------------------|------------|---------------------------------|------------|------------------|------------|------------------------------|------------|
| **Net revenue**                                          |       |                  | $          | —                      |       |                            |       | $                | 321        |                         |       |   | $ | 385 |   |   |   | $ | (13 | ) |   |   | $ | 693 |   |   |   |
| **Cost and expenses**                                    |       |                  | —     |                        |       |                            |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |
| Cost of revenue                                          |       |                  | —     |                        |       |                            | 110        |             |       |                         | 169        |   |   |   | 2 |   |   |   | 281 |   |   |   |
| Selling, general and administrative                      |       |                  | —     |                        |       |                            | 118        |             |       |                         | 154        |   |   |   | (15 | ) |   |   | 257 |   |   |   |
| Separation and restructuring charges                     |       |                  | —     |                        |       |                            | 31         |             |       |                         | —     |   |   |   | — |   |   |   | 31 |   |   |   |
| Depreciation and amortization                            |       |                  | —     |                        |       |                            | 28         |             |       |                         | 20         |   |   |   | — |   |   |   | 48 |   |   |   |
| Impairment of intangible assets                          |       |                  | —     |                        |       |                            | 975        |             |       |                         | 219        |   |   |   | — |   |   |   | 1,194 |   |   |   |
| Other expense                                            |       |                  | —     |                        |       |                            | —     |             |       |                         | 1          |   |   |   | — |   |   |   | 1 |   |   |   |
| Total operating expenses                                 |       |                  | —     |                        |       |                            | 1,262      |             |       |                         | 563        |   |   |   | (13 | ) |   |   | 1,812 |   |   |   |
| **Operating loss**                                       |       |                  | —     |                        |       |                            | (941       | )                |       |                         | (178       | ) |   |   | — |   |   |   | (1,119 | ) |   |   |
| Interest expense, net                                    |       |                  | —     |                        |       |                            | (7         | )                |       |                         | (4         | ) |   |   | — |   |   |   | (11 | ) |   |   |
| Equity in earnings of subsidiaries                       |       |                  | (1,060     | )                           |       |                            | —     |             |       |                         | —     |   |   |   | 1,060 |   |   |   | — |   |   |   |
| **Loss before income taxes**                             |       |                  | (1,060     | )                           |       |                            | (948       | )                |       |                         | (182       | ) |   |   | 1,060 |   |   |   | (1,130 | ) |   |   |
| Provision (benefit) for income taxes                     |       |                  | —     |                        |       |                            | (80        | )                |       |                         | 1          |   |   |   | — |   |   |   | (79 | ) |   |   |
| **Loss from continuing operations**                      | ** ** | ** **            | **(1,060** | **)**                       | ** ** | ** **                      | **(868**   | **)**            | ** ** | ** **                   | **(183**   | **)** | ** ** | ** ** | **1,060** |   | ** ** | ** ** | **(1,051** | **)** | ** ** |   |
| Loss from discontinued operations, net of tax            |       |                  | —     |                        |       |                            | —     |             |       |                         | (3         | ) |   |   | — |   |   |   | (3 | ) |   |   |
| Loss on disposal of discontinued operations, net of  tax |       |                  | —     |                        |       |                            | —     |             |       |                         | (6         | ) |   |   | — |   |   |   | (6 | ) |   |   |
| **Net loss**                                             | ** ** | ** **            | **$**      | **(1,060**                  | **)**      | ** **                      | ** ** | **$**            | **(868**   | **)**                        | ** ** | ** ** | **$** | **(192** | **)** | ** ** | ** ** | **$** | **1,060** |   | ** ** | ** ** | **$** | **(1,060** | **)** | ** ** |   |

 

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**TRAVELPORTBUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)COMBINING CONDENSED STATEMENT OF OPERATIONSFor the Six Months Ended June 30, 2006**

| ** **                                               | ** ** | **Parent  Guarantor** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |
|----------------------------------------------------------|------------|-----------------------|------------|-----------------------------|------------|---------------------------------|------------|------------------|------------|------------------------------|------------|
| **Net  revenue**                                         |       |                  | $          | —                      |       |                            |       | $                | 626        |                         |       |   | $ | 731 |   |   |   | $ | (28 | ) |   |   | $ | 1,329 |   |   |
| **Cost  and expenses**                                   |       |                  |       |                        |       |                            |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| Cost of revenue                                          |       |                  | —     |                        |       |                            | 238        |             |       |                         | 322        |   |   |   | (1 | ) |   |   | 559 |   |   |
| Selling, general and administrative                      |       |                  | —     |                        |       |                            | 225        |             |       |                         | 309        |   |   |   | (27 | ) |   |   | 507 |   |   |
| Separation and restructuring charges                     |       |                  | —     |                        |       |                            | 38         |             |       |                         | —     |   |   |   | — |   |   |   | 38 |   |   |
| Depreciation and amortization                            |       |                  | —     |                        |       |                            | 56         |             |       |                         | 41         |   |   |   | — |   |   |   | 97 |   |   |
| Impairment of intangible assets                          |       |                  | —     |                        |       |                            | 975        |             |       |                         | 219        |   |   |   | — |   |   |   | 1,194 |   |   |
| Other income                                             |       |                  | —     |                        |       |                            | —     |             |       |                         | (5         | ) |   |   | — |   |   |   | (5 | ) |   |
| Total operating  expenses                                |       |                  | —     |                        |       |                            | 1,532      |             |       |                         | 886        |   |   |   | (28 | ) |   |   | 2,390 |   |   |
| **Operating loss**                                       |       |                  | —     |                        |       |                            | (906       | )                |       |                         | (155       | ) |   |   | — |   |   |   | (1,061 | ) |   |
| Interest expense, net                                    |       |                  | —     |                        |       |                            | (13        | )                |       |                         | (10        | ) |   |   |   |   |   |   | (23 | ) |   |
| Equity in earnings of subsidiaries                       |       |                  | (1,013     | )                           |       |                            | —     |             |       |                         | —     |   |   |   | 1,013 |   |   |   | — |   |   |
| **Loss  before income taxes**                            |       |                  | (1,013     | )                           |       |                            | (919       | )                |       |                         | (165       | ) |   |   | 1,013 |   |   |   | (1,084 | ) |   |
| Benefit for income  taxes                                |       |                  | —     |                        |       |                            | (74        | )                |       |                         | (7         | ) |   |   | — |   |   |   | (81 | ) |   |
| **Loss  from continuing operations**                     | ** ** | ** **            | **(1,013** | **)**                       | ** ** | ** **                      | **(845**   | **)**            | ** ** | ** **                   | **(158**   | **)** | ** ** | ** ** | **$** | **1,013** |   | ** ** | ** ** | **(1,003** | **)** | ** ** |
| Loss from  discontinued operations, net of tax           |       |                  | —     |                        |       |                            | —     |             |       |                         | (4         | ) |   |   | — |   |   |   | (4 | ) |   |
| Loss on disposal  of discontinued operations, net of tax |       |                  | —     |                        |       |                            | —     |             |       |                         | (6         | ) |   |   | — |   |   |   | (6 | ) |   |
| **Net loss**                                             | ** ** | ** **            | **$**      | **(1,013**                  | **)**      | ** **                      | ** ** | **$**            | **(845**   | **)**                        | ** ** | ** ** | **$** | **(168** | **)** | ** ** | ** ** | **$** | **1,013** |   | ** ** | ** ** | **$** | **(1,013** | **)** | ** ** |

 

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**TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC.(PREDECESSOR)**Combining Cash Flows For the Six Months Ended June 30,2006
|                                                                                  | ** ** | **Parent  Guarantor** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-  Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Travelport  Consolidated** | ** ** |
|----------------------------------------------------------------------------------|------------|-----------------------|------------|-----------------------------|------------|-----------------------------------|------------|------------------|------------|------------------------------|------------|
| **Operating activities**                                                         | ** ** |                  | ** ** | ** **                  |       |                              | ** ** | ** **       |       |                         | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Net loss                                                                         |       |                  | $          | (1,013                      | )          |                              |       | $                | (845       | )                            |       |   | $ | (168 | ) |   |   | $ | 1,013 |   |   |   | $ | (1,013 | ) |   |
| Net income of  discontinued operations                                           |       |                  | —     |                        |       |                              | —     |             |       |                         | 10         |   |   |   | — |   |   |   | 10 |   |   |
| Loss from  continuing operations                                                 |       |                  | (1,013     | )                           |       |                              | (845       | )                |       |                         | (158       | ) |   |   | 1,013 |   |   |   | (1,003 | ) |   |
| Adjustments to reconcile net loss to net cashprovided by operating activities:   |       |                  |       |                        |       |                              |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                                   |       |                  | —     |                        |       |                              | 56         |             |       |                         | 41         |   |   |   | — |   |   |   | 97 |   |   |
| Impairment of  intangible assets                                                 |       |                  | —     |                        |       |                              | 975        |             |       |                         | 219        |   |   |   | — |   |   |   | 1,194 |   |   |
| Deferred income  taxes                                                           |       |                  | —     |                        |       |                              | (79        | )                |       |                         | (8         | ) |   |   | — |   |   |   | (87 | ) |   |
| Provision for bad  debts                                                         |       |                  | —     |                        |       |                              | 4          |             |       |                         | 5          |   |   |   | — |   |   |   | 9 |   |   |
| Gain on the sale  of fixed assets                                                |       |                  | —     |                        |       |                              | (6         | )                |       |                         | (1         | ) |   |   | — |   |   |   | (7 | ) |   |
| Equity based  compensation                                                       |       |                  | —     |                        |       |                              | 2          |             |       |                         | —     |   |   |   | — |   |   |   | 2 |   |   |
| Net change in assets and liabilities from continuing  operations:                |       |                  |       |                        |       |                              |       |             |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| Accounts  receivable                                                             |       |                  | —     |                        |       |                              | 4          |             |       |                         | 1          |   |   |   | — |   |   |   | 5 |   |   |
| Prepaid expenses  and other current assets                                       |       |                  | —     |                        |       |                              | 75         |             |       |                         | (78        | ) |   |   | — |   |   |   | (3 | ) |   |
| Accounts payable,  accrued expenses and other current liabilities                |       |                  | —     |                        |       |                              | 79         |             |       |                         | 152        |   |   |   | — |   |   |   | 231 |   |   |
| Investment in  subsidiaries                                                      |       |                  | 1,013      |                        |       |                              | —     |             |       |                         | —     |   |   |   | (1,013 | ) |   |   | — |   |   |
| Other                                                                            |       |                  | —     |                        |       |                              | 21         |             |       |                         | (36        | ) |   |   | — |   |   |   | (15 | ) |   |
| **Net cash  provided by operating activities**                                   |       |                  | —     | ** **                  |       |                              | **286**    | ** **       |       |                         | **137**    |   |   |   | — | ** ** |   |   | **423** | ** ** |   |
| **Investing  activities**                                                        | ** ** |                  | ** ** | ** **                  |       |                              | ** ** | ** **       |       |                         | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Property and  equipment additions                                                |       |                  | —     |                        |       |                              | (55        | )                |       |                         | (19        | ) |   |   | — |   |   |   | (74 | ) |   |
| Net assets  acquired, net of cash acquired                                       |       |                  | —     |                        |       |                              | (2         | )                |       |                         | (16        | ) |   |   | — |   |   |   | (18 | ) |   |
| Net I/C funding  from parent                                                     |       |                  | —     |                        |       |                              | (248       | )                |       |                         | 177        |   |   |   | — |   |   |   | (71 | ) |   |
| Proceeds from  asset sales                                                       |       |                  | —     |                        |       |                              | 10         |             |       |                         | (4         | ) |   |   | — |   |   |   | 6 |   |   |
| Decrease in  restricted cash                                                     |       |                  | —     |                        |       |                              | —     |             |       |                         | 4          |   |   |   | — |   |   |   | 4 |   |   |
| **Net cash  (used in) provided by investing activities**     | ** ** |                  | —     | ** **                  |       |                              | **(295**   | **)**            |       |                         | **142**    | ** ** |   |   | — | ** ** |   |   | **(153** | **)** |   |
| **Financing  activities**                                                        | ** ** |                  | ** ** | ** **                  |       |                              | ** ** | ** **       |       |                         | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Principal payments  on borrowings                                                | ** ** |                  | **—** | ** **                  |       |                              | **—** | ** **       |       |                         | **(85**    | **)** |   |   | **—** | ** ** |   |   | **(85** | **)** |   |
| Effect of changes  in exchange rates on cash and cash equivalents                |       |                  | —     |                        |       |                              | —     |             |       |                         | 10         |   |   |   | — |   |   |   | 10 |   |   |
| Net increase  (decrease) in cash and cash equivalents from continuing operations |       |                  | —     |                        |       |                              | (9         | )                |       |                         | 204        |   |   |   | — |   |   |   | 195 |   |   |
| **Cash  used in discontinued operations**                                        | ** ** |                  | ** ** | ** **                  |       |                              | ** ** | ** **       |       |                         | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Operating  activities                                                            |       |                  | —     |                        |       |                              | —     |             |       |                         | (5         | ) |   |   | — |   |   |   | (5 | ) |   |
| Investing  activities                                                            |       |                  | —     |                        |       |                              | —     |             |       |                         | (1         | ) |   |   | — |   |   |   | (1 | ) |   |
| Financing  activities                                                            |       |                  | —     |                        |       |                              | —     |             |       |                         | (3         | ) |   |   | — |   |   |   | (3 | ) |   |
|                                                                             |       |                  | —     |                        |       |                              | —     |             |       |                         | (9         | ) |   |   | — |   |   |   | (9 | ) |   |
| Cash and cash  equivalents at beginning of period       |       |                  | —     |                        |       |                              | 13         |             |       |                         | 75         |   |   |   | — |   |   |   | 88 |   |   |
| Cash and cash  equivalents at end of period                                      |       |                  | —     |                        |       |                              | 4          |             |       |                         | 270        |   |   |   | — |   |   |   | 274 |   |   |
| Less cash of  discontinued operations                                            |       |                  | —     |                        |       |                              | —     |             |       |                         | (8         | ) |   |   | — |   |   |   | (8 | ) |   |
| **Cash and  cash equivalents of continuing operations**                |       |                  | $          | —                      | ** ** |                              |       | **$**            | **4**      | ** **                   |       |   | **$** | **262** |   |   |   | $ | — | ** ** |   |   | **$** | **266** | ** ** |   |

 

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**Item 2.**                        Management’sDiscussion and Analysis of Financial Condition and Results of Operations

*The followingdiscussion should be read in conjunction with our Consolidated CondensedFinancial Statements and accompanying Notes thereto included elsewhere hereinand with our 2006 financial statements included in our Registration Statementon Form S-4 originally filed with the Securities and ExchangeCommission on March 30, 2007, as amended. Unless otherwise noted, alldollar amounts are in millions.*

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

**Galileo**—Comprised of the electronic travel distributionservices of Galileo that connect travel suppliers to travel agencies, who inturn distribute travel and travel-related products and services to theircustomers. In addition, Galileo includes supplier services offerings, includingUnited Airlines reservations, Global Fares and Shepherd Systems.

**Orbitz Worldwide****—Comprised**of businesses that offer travel products andservices directly to consumers, largely through online travel agencies,including Orbitz, CheapTickets, ebookers, HotelClub, RatesToGo, and ourcorporate travel business.

**GTA****—Comprised** of Gullivers Travel Associates, a wholesaler ofaccommodation and destination services, TRUST International, which offerstransaction processing solutions for travel suppliers and other travel industrycustomers, and OctopusTravel, which provides travel products and serviceslargely to affiliate business partners, such as airlines, financialinstitutions and travel portals, and services directly to consumers.

We continually review and evaluate our portfolio ofexisting businesses to determine if they continue to meet our businessobjectives.  As part of our ongoing evaluation of such businesses, weintend from time to time to explore and conduct discussions with regard toacquisitions, joint ventures, divestitures and related corporatetransactions.  However, we can give noassurance with respect to the magnitude, timing, likelihood or financial orbusiness effect of any possible transaction.  We also cannot predictwhether any acquisitions, divestitures or other transactions will beconsummated or, if consummated, will result in a financial or other benefit tous.

**RESULTS OFOPERATIONS**

On August 23, 2006, Travelport completed theacquisition of the Travelport businesses of Avis Budget Group, Inc. (the “Acquisition”).The financial statements present our results of operations for the three andsix months ended June 30, 2006 on a ‘‘Predecessor” basis (reflectingTravelport’s ownership by Avis Budget). Though the Company was formed on July 13,2006, its operations were limited to entering into derivative transactionsrelated to the debt that was subsequently issued, until the Acquisition.

For the purpose of this management’s discussion andanalysis of our results of operations, we have compared the results of theCompany for the periods in 2007 with that of the Predecessor in 2006. Theresults of the two periods are not necessarily comparable due to the change inbasis of accounting resulting from the Company’s acquisition of the Predecessorand the change in capital structure which primarily impacts depreciation andamortization and interest expense. The captions included within our statementsof operations that are materially impacted by the change in basis of accountinginclude net revenue, separation and restructuring charges, depreciation andamortization, and interest expense. We have disclosed the impact of the changein basis of accounting for each of these captions in the following discussionof our results of operations.

EBITDA, a measure used by management to measureoperating performance, is defined as net income (loss), plus interest expense,net, provision (benefit) for income taxes, and depreciation and amortization.EBITDA is not a recognized term under GAAP and does not purport to be analternative to net income as a measure of operating performance or to cashflows from operating activities as a measure 

26

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of liquidity.Additionally, EBITDA is not intended to be a measure of free cash flowavailable for management’s discretionary use, as it does not consider certaincash requirements such as interest payments, tax payments and debt servicerequirements. Our presentation of EBITDA has limitations as an analytical tool,and you should not consider it in isolation or as a substitute for analysis ofour results as reported under GAAP. Management believes EBITDA is helpful inhighlighting trends because EBITDA excludes the results of decisions that areoutside the control of operating management and can differ significantly fromcompany to company depending on long-term strategic decisions regarding capitalstructure, the tax jurisdictions in which companies operate and capitalinvestments. In addition, EBITDA provides more comparability between thehistorical results of the Travelport business of Avis Budget and results thatreflect purchase accounting and the new capital structure. Managementcompensates for the limitations of using non-GAAP financial measures by usingthem to supplement GAAP results to provide a more complete understanding of thefactors and trends affecting the business than GAAP results alone.

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

**Three Months Ended June 30, 2007 Compared toThree Months Ended June 30, 2006.**

| ** **                                               | ** ** | **Three Months Ended** | ** ** | ** **                        | ** ** | ** **  | ** ** |
|----------------------------------------------------------|------------|----------------------------------|------------|-----------------------------------|------------|-------------|------------|
| ** **                                               | ** ** | **June 30,**                | ** ** | **Change**                        | ** ** |
| ** **                                               | ** ** | ** **                       | ** ** | **  Predecessor ** | ** ** | ** **  | ** ** | ** ** | ** ** |
| ** **                                               | ** ** | **  2007 **       | ** ** | **2006**                          | ** ** | **$ ** | ** ** | **%** | ** ** |
| **Net  revenue**                                         |       |                             | $          | 724                               |       |        |       | $ | 693 |   |   | $ | 31 |   | 4 | % |
| **Costs  and expenses**                                  | ** ** |                             |       |                              |       |        |       |   | ** ** | ** ** | ** ** | ** ** | ** ** |
| Cost of revenue                                          |       |                             | 281        |                              |       |        | 281        |   |   | — |   | — | % |
| Selling, general  and administrative                     |       |                             | 308        |                              |       |        | 257        |   |   | 51 |   | 20 | % |
| Separation and  restructuring charges                    |       |                             | 6          |                              |       |        | 31         |   |   | (25 | ) | (81 | )% |
| Depreciation and  amortization                           |       |                             | 53         |                              |       |        | 48         |   |   | 5 |   | 10 | % |
| Impairment of  intangible assets                         |       |                             | —     |                              |       |        | 1,194      |   |   | (1,194 | ) | (100 | )% |
| Other general  expenses                                  |       |                             | 1          |                              |       |        | 1          |   |   | — |   | — | % |
| Total operating  expenses                                |       |                             | 649        |                              |       |        | 1,812      |   |   | (1,163 | ) | (64 | )% |
| **Operating  income (loss)**                             |       |                             | 75         |                              |       |        | (1,119     | ) |   | 1,194 |   | 107 | % |
| Interest expense,  net                                   |       |                             | (81        | )                                 |       |        | (11        | ) |   | (70 | ) |   | * |
| Loss before  income taxes                                |       |                             | (6         | )                                 |       |        | (1,130     | ) |   | 1,124 |   | 99 | % |
| Provision  (benefit) for income taxes                    |       |                             | 9          |                              |       |        | (79        | ) |   | 88 |   | 111 | % |
| Loss from  continuing operations                         |       |                             | (15        | )                                 |       |        | (1,051     | ) |   | 1,036 |   | 98 | % |
| Loss from  discontinued operations,net of tax            |       |                             | —     |                              |       |        | (3         | ) |   | 3 |   | 100 | % |
| Loss on disposal  of discontinued operations, net of tax |       |                             | —     |                              |       |        | (6         | ) |   | 6 |   | 100 | % |
| **Net loss**                                             |       |                             | $          | (15                               | )          |        |       | $ | (1,060 | ) |   | $ | 1,045 |   | 99 | % |

 

----

*                   Not meaningful

The reportable segments presented below represent ouroperating segments for which separate financial information is available andwhich is utilized on a regular basis by our management to assess financialperformance and to allocate resources. Certain expenses which are managed outside of the segments are excludedfrom the results of the segments and are included within Corporate and other.Although not presented herein, we also evaluate the performance of oursegments based on EBITDA adjusted to exclude; the impact of deferred revenuewritten off due to purchase accounting on the acquisition of Travelport by Blackstone,impairment of intangibles assets, expenses incurred in conjunction withTravelport’s separation from Cendant, expenses incurred to acquire andintegrate Travelport’s 

27

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portfolio of businesses,costs associated with Travelport’s restructuring efforts and development of aglobal on-line travel platform, non-cash equity-based compensation, and otheradjustments made to exclude expenses management views as outside the normalcourse of operations.

Ourresults on a segment basis for the three months ended June 30, 2007 ascompared to the three months ended June 30, 2006 are as follows:

| ** **                    | ** ** | **Three Months Ended** | ** ** | ** **                                          | ** ** | ** ** | ** ** |
|-------------------------------|------------|----------------------------------|------------|-----------------------------------------------------|------------|------------|------------|
| ** **                    | ** ** | **June 30,**                | ** ** | **Change**                                          | ** ** |
| ** **                    | ** ** | ** **                       | ** ** | **   Predecessor   ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                    | ** ** | **2007**                         | ** ** | **2006**                                            | ** ** | **$**      | ** ** | **%** | ** ** |
| **Galileo**                   | ** ** | ** **                       | ** ** |                                                | ** ** | ** ** |       | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | $                                | 409        | (a)                                                 |       | $          | 396        |   |   | $ | 13 |   | 3 | % |
| Segment EBITDA                |       | 125                              | (b)        |                                                | (757       | )(c)       |       | 882 |   | * |   |
| **Orbitz Worldwide**          | ** ** | ** **                       | ** ** |                                                | ** ** | ** ** |       | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | 235                              | (d)        |                                                | 213        |       |       | 22 |   | 10 | % |
| Segment EBITDA                |       | 27                               | (e)        |                                                | (292       | )(f)       |       | 319 |   |   | * |
| **GTA**                       | ** ** | ** **                       | ** ** |                                                | ** ** | ** ** |       | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | 96                               |       |                                                | 97         | (g)        |       | (1 | ) | (1 | )% |
| Segment EBITDA                |       | 26                               | (h)        |                                                | 25         | (i)        |       | 1 |   | 4 | % |
| **Corporate and other(l)**    | ** ** | ** **                       | ** ** |                                                | ** ** | ** ** |       | ** ** | ** ** | ** ** | ** ** |
| EBITDA                        |       | (50                              | )(j)       |                                                | (47        | )(k)       |       | (3 | ) | (6) | % |
| **Intersegment Eliminations** | ** ** | ** **                       | ** ** |                                                | ** ** | ** ** |       | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | (16                              | )          |                                                | (13        | )          |       | (3 | ) | 23 | % |
| **Combined Totals**           | ** ** | ** **                       | ** ** |                                                | ** ** | ** ** |       | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | $                                | 724        |                                                |       | $          | 693        |   |   | $ | 31 |   | 4 | % |
| EBITDA                        |       | $                                | 128        |                                                |       | $          | (1,071     | ) |   | $ | 1,199 |   | * |   |

 

Providedbelow is a reconciliation of EBITDA to income before incometaxes:

| **EBITDA**                    | ** ** | **$** | **128** | ** ** | **$** | **(1,071** | **)** |
|-------------------------------|------------|-------|---------|------------|-------|------------|-------|
| Interest expense, net         |       | (81   | )       | (11        | )     |
| Depreciation and amortization |       | (53   | )       | (48        | )     |
| **Loss before income taxes**  | ** ** | **$** | **(6**  | **)**      | **$** | **(1,130** | **)** |

----

*                   Notmeaningful

(a)          Includesacquisition and related adjustments of $1 million.

(b)         Includesacquisition related adjustment of $1 million, $3 million of restructuringcosts and $3 million of integration costs related to the potentialacquisition of Worldspan.

(c)          Includes$863 million related to impairment charges.

(d)         Includesacquisition and related adjustments of $2 million.

(e)          Includesan unfavorable contract termination cost of $13 million, acquisition andrelated adjustments of $2 million, $2 million of costs related to themigration of technology to a single platform across all the consumer brands and$1 million of transaction costs.

(f)            Includes$331 million related to impairment charges and $1 million related tothe technology migration.

(g)          Includesa decrease of $2 million as a result of a sale of a subsidiary.

28

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(h)         Includes$3 million of costs associated with the acquisition of GTA by thepredecessor in 2005 and $1 million of restructuring costs.

(i)            Includes$3 million of costs associated with the acquisition of GTA, partially offset by$1 million related to the results of a sale of a subsidiary.

(j)             Includes$6 million of costs related to the initial public offering of OrbitzWorldwide, $5 million of integration costs related to the potentialacquisition of Worldspan, $5 million in non-cash equity compensation,$1 million of management fees incurred under our new ownership structureand separation costs of $2 million.

(k)         Includes$20 million of costs related to the separation from AvisBudget and $11 millionof restructuring costs.

(l)            Otherincludes corporate general and administrative costs not allocated to thesegments

**Net Revenue**

The net revenue increaseof $31 million (4%) includes a $3 million reductionto revenue due to the impact of fair value adjustments to our balance sheetrecorded as a result of the Acquisition.  The adjustments resulted in a reduction to deferred revenue and accruedtravel supplier payment as of the opening balance sheet date of August 23,2006, which impacted the results of operations during 2007.

The net revenue increaseis primarily a result of incremental revenue of Orbitz Worldwide and Galileo of$22 million and $13 million, respectively, partially offset by a reduction innet revenue of GTA of $1 million and a reduction in intersegment revenue eliminationsof $3 million.

Galileo net revenueincreased $13 million (3%) including a $1 million reduction due to acquisitionrelated adjustments. GDS revenue increased $11 million and other distributionrevenue increased $3 million. The GDS revenue growth of $11 million (3%)resulted from a 3% growth in segments. International revenue increased $18million (7%) due to a 3% increase in segments and a 5% increase in yield.Americas revenue decreased $7 million (6%) due to an 11% decrease in yieldoffset by a 4% increase in segments. The yield decline is driven by our newlong term airline agreements in the U.S. signed in the third quarter of 2006under the Galileo Content Continuity program that assures our travel agencycustomers have full airline content. The $3 million increase (10%) in otherdistribution revenue is related in part to an increase in our hosting services.

Orbitz Worldwide netrevenue increased $22 million, including a $2 million reduction due toacquisition related adjustments. The revenue increase is primarily a result ofa 9% increase in gross bookings across our online consumer brands, includingincreases in Orbitz Worldwide, CheapTickets, ebookers and Flairview. Theincrease in gross bookings resulted in incremental non-air revenue, air bookingrevenue and other revenue of $10 million, $10 million and$4 million, respectively, before the impact of acquisition related adjustments.Increased air volume on Orbitz andCheapTickets and the growth in dynamic package bookings drove the domesticgross bookings increase.  Theincrease in gross bookings is primarily attributable to air volume and dynamicpackaging growth on our Orbitz Worldwide and CheapTickets sites and stronggrowth internationally driven by increasedair volume at ebookers and the growth in hotel volume at ebookers and FlairviewTravel.

GTA net revenue decreased$1 million (1%) despite a 21% increase in total transaction value. The increasein transaction value resulted in approximately $7 million in incrementalrevenue which was offset by (i) a $2 million decline in revenue as aresult of the sale of a subsidiary in the second quarter of 2007, (ii) a$6 million decline in revenue within our consumer business as a result of ourdecision to refocus the business to emphasize the more profitable affiliatechannel and the termination of a white label agreement and (iii) lowermargins on sales as a result of an increase in sales to small travel groups,which typically yield lower margins.

29

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**Cost of Revenue**

Cost of revenue remained constant, reflecting anincrease in Orbitz Worldwide of $9 million (17%), partially offset bydecreases within the Galileo and GTA segments of $3 million (1%) and $3 million(11%), respectively, and  incremental intersegmentcost of revenue eliminations of $3 million.

Galileo cost of revenue decreased $3 million (1%),resulting from a $8 million (6%) increase in support payments andcommissions offset by a $11 million decrease in telecom and technology costs. The$8 million increase in support payments and commissions is due to an increasein worldwide air booking fees partially offset by increases in opt-in fees as aresult of the Galileo Content Continuity program which was introduced in thethird quarter of 2006.

Orbitz Worldwide cost of revenue increased$9 million, primarily as a result of an 9% increase in gross bookings. Theincrease in transaction volume resulted in increased costs associated withcredit card processing and customer services costs.

GTA cost of revenuedecreased $3 million primarily as a result of (i) a $5 millionreduction in commissions expense due in part to the termination of awhite-label agreement, offset in part by (ii) $2 million ofincremental commissions incurred to support our increase in total transactionvalue.

**Selling, Generaland Administrative Expenses (SG&A)**

The SG&A increase of $51 million (20%)includes increases within our Orbitz Worldwide and GTA segments of $25 million(43%) and $1 million (2%), respectively, and Corporate and other costcenters of $32 million, partially offset by decreases within our Galileosegment of $7 million (10%).

Galileo SG&A decreased $7 million (10%) primarilyas a result of savings in wages and benefits of $8 million realized inconnection with the ongoing cost saving initiatives.

Orbitz Worldwide SG&A increased $25 million,primarily as a result of $15 million in incremental marketing andadvertising expense as a result of expanded advertising campaigns promoting ourOrbitz and Flairview brands and $13 million in fees incurred related to thetermination of an unfavorable vendor contract.

GTA SG&A increased $1 million primarily as aresult of additional administrative costs incurred to support the business,partially offset by cost reductions realized in the second quarter of 2007 as aresult of restructuring, including actions taken at OctopusTravel and savingsas a result of the sale of a subsidiary.

Corporate and unallocatedSG&A increased $32 million primarily as a result of  (i) $6 million of costs incurredfor the Orbitz Worldwide IPO, (ii) a $5 million increase in expensesas a result of foreign exchange remeasurements, net of the impact of ourhedging programs, (iii) $5 million of costs associated with theWorldspan integration efforts, (iv) $5 million of incremental non-cashequity-based compensation and (v) $6 million in incremental administrativecosts incurred related to discretionary bonus cost as a result of overperformance.

**Separation andRestructuring Charges**

Separation and restructuring charges decreased$25 million as a result of a decrease of $18 million in separationcosts and a decrease of $7 million in restructuring charges. We incurredseparation costs of $2 million during the three months ended June 30, 2007,primarily related to wages and benefits, as compared to $20 million ofseparation costs for the three months ended June 30, 2006, which consistedof $3 million in restricted stock compensation, $9 million of severance and $8million of other expenses related to the separation plan.

30

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During the second quarterof 2006, we committed to various strategic initiatives targeted principally atreducing costs, enhancing organizational efficiency and consolidating andrationalizing existing processes and facilities. We recorded charges of $11million for the three months ended June 30, 2006 related to these actions,all within Corporate and unallocated. Subsequent to the Acquisition, wecommitted to additional restructuring actions in the form of global headcountreductions and facility consolidations. Though we began to implement theseactions during the fourth quarter of 2006, we continue to take restructuringactions in 2007, for which we recorded $4 million of charges during the threemonths ended June 30, 2007, primarily within our Galileo segment.

**Impairment Charges**

As a result of theAcquisition, the Predecessor recorded a non-cash impairment charge in thesecond quarter of 2006 of $1,194 million, of which $331 million was recordedwithin Orbitz Worldwide and $863 million was recorded within Galileo.

**Depreciation and Amortization**

Depreciation andamortization expense increased $5 million (10%) due to $19 million ofincremental amortization expense as a result of the allocation of fair value ofour definite-lived intangible assets as a result of the Acquisition, offset bya decrease of $14 million in depreciation expense due primarily to the determinationof the useful lives of certain technology assets that were recorded at the timeof the Acquisition.

**Interest Expense**

Interest expense increased$70 million primarily as a result of the interest expense on our debt issuancesused to finance the Acquisition. Interest expense related to this debt was$86 million for the three months ended June 30, 2007, including $5million in amortization of deferred financing fees. These amounts were offsetby $5 million of interest income earned in 2007. The $11 million ofinterest incurred in 2006 primarily related to our long term debt borrowed in2005 to finance the repatriation of foreign earnings to Avis Budget. This debtwas repaid at the time of the Acquisition.

**Provision (Benefit)for Income Taxes**

We incurred income taxexpense of $9 million for the three months ended June 30, 2007 primarilyas a result of operating losses for which we recorded no tax benefit.  We recorded an income tax benefit of$79 million for the three months ended June 30, 2006 due to aone-time tax benefit of approximately $9 million resulting from afavorable tax ruling received in a foreign jurisdiction, and a one-time taxbenefit of $83 million associated with the impairment of intangible assets, aswell as the impact of foreign operations subject to tax rates lower than theUnited States statutory rate.

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**Six Months Ended June 30, 2007 Compared to SixMonths Ended June 30, 2006.**

| ** **                                               | ** ** | **Six Months Ended** | ** ** | ** **                                          | ** ** | ** **  | ** ** |
|----------------------------------------------------------|------------|--------------------------------|------------|-----------------------------------------------------|------------|-------------|------------|
| ** **                                               | ** ** | **June 30,**              | ** ** | **Change**                                          | ** ** |
|                                                          | ** ** | ** **                     | ** ** | **   Predecessor   ** | ** ** | ** **  | ** ** | ** ** | ** ** |
| ** **                                               | ** ** | **2007**                       | ** ** | **2006**                                            | ** ** | **$ ** | ** ** | **%** | ** ** |
| **Net  revenue**                                         |       | $                              | 1,392      |                                                |       | $           | 1,329      |   |   | $ | 63 |   | 5 | % |
| **Costs and expenses**                                   | ** ** | ** **                     | ** ** |                                                |       |        | ** ** | ** ** | ** ** | ** ** | ** ** |
| Cost of revenue                                          |       | 561                            |       |                                                | 559        |        |       | 2 |   | — | % |
| Selling, general  and administrative                     |       | 573                            |       |                                                | 507        |        |       | 66 |   | 13 | % |
| Separation and  restructuring charges                    |       | 29                             |       |                                                | 38         |        |       | (9 | ) | (24 | )% |
| Depreciation and  amortization                           |       | 108                            |       |                                                | 97         |        |       | 11 |   | 11 | % |
| Impairment of  intangible assets                         |       | —                         |       |                                                | 1,194      |        |       | (1,194 | ) | (100 | )% |
| Other general  expenses (income)                         |       | 2                              |       |                                                | (5         | )           |       | 7 |   | 140 | % |
| Total operating  expenses                                |       | 1,273                          |       |                                                | 2,390      |        |       | (1,117 | ) | (47 | )% |
| **Operating  income (loss)**                             |       | 119                            |       |                                                | (1,061     | )           |       | 1,180 |   | 111 | % |
| Interest expense,  net                                   |       | (167                           | )          |                                                | (23        | )           |       | (144 | ) |   | * |
| Loss before  income taxes                                |       | (48                            | )          |                                                | (1,084     | )           |       | 1,036 |   | 96 | % |
| Provision  (benefit) for income taxes                    |       | 6                              |       |                                                | (81        | )           |       | 87 |   | 107 | % |
| Loss from  continuing operations                         |       | (54                            | )          |                                                | (1,003     | )           |       | 949 |   | 95 | % |
| Loss from  discontinued operations,net of tax            |       | —                         |       |                                                | (4         | )           |       | 4 |   | 100 | % |
| Loss on disposal  of discontinued operations, net of tax |       | —                         |       |                                                | (6         | )           |       | 6 |   | 100 | % |
| **Net loss**                                             |       | $                              | (54        | )                                                   |       | $           | (1,013     | ) |   | $ | 959 |   | 95 | % |

----

*                    Notmeaningful.

The reportable segments presented below represent ouroperating segments for which separate financial information is available andwhich is utilized on a regular basis by our management to assess financialperformance and to allocate resources. Certain expenses which are managed outside of the segments are excludedfrom the results of the segments and are included within Corporate and other.Although not presented herein, we also evaluate the performance of oursegments based on EBITDA adjusted to exclude; the impact of deferred revenuewritten off due to purchase accounting on the acquisition of Travelport by anaffiliate of The Blackstone Group, impairment of intangibles assets, expensesincurred in conjunction with Travelport’s separation from Cendant, expensesincurred to acquire and integrate Travelport’s portfolio of businesses, costsassociated with Travelport’s restructuring efforts and development of a globalon-line travel platform, non-cash equity-based compensation, and otheradjustments made to exclude expenses management views as outside the normalcourse of operations.

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Ourresults on a segment basis for the six months ended June 30, 2007 ascompared to the six months ended June 30, 2006 are as follows:

| ** **                    | ** ** | **Six Months Ended** | ** ** | ** **                                          | ** ** |
|-------------------------------|------------|--------------------------------|------------|-----------------------------------------------------|------------|
| ** **                    | ** ** | **June 30,**              | ** ** | **Change**                                          | ** ** |
| ** **                    | ** ** | ** **                     | ** ** | **   Predecessor   ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                    | ** ** | **2007**                       | ** ** | **2006**                                            | ** ** | **$** | ** ** | **%** | ** ** |
| **Galileo**                   |       | ** **                     | ** ** | ** **                                          | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | $                              | 823        | (a)                                                 |       | $ | 799 |   |   | $ | 24 |   | 3 | % |
| Segment EBITDA                |       | 242                            | (b)        |                                                | (625       | )(c) |   | 867 |   | * |   |
| **Orbitz Worldwide**          | ** ** | ** **                     | ** ** |                                                | ** ** | ** ** |   | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | 442                            | (d)        |                                                | 398        |   |   | 44 |   | 11 | % |
| Segment EBITDA                |       | 44                             | (e)        |                                                | (277       | )(f) |   | 321 |   | * |   |
| **GTA**                       | ** ** | ** **                     | ** ** |                                                | ** ** | ** ** |   | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | 160                            | (g)        |                                                | 159        | (h) |   | 1 |   | 1 | % |
| Segment EBITDA                |       | 26                             | (i)        |                                                | 17         | (j) |   | 9 |   | 53 | % |
| **Corporate and other(m)**    | ** ** | ** **                     | ** ** |                                                | ** ** | ** ** |   | ** ** | ** ** | ** ** | ** ** |
| EBITDA                        |       | (85                            | )(k)       |                                                | (79        | )(l) |   | (6 | ) | (8 | )% |
| **Intersegment Eliminations** | ** ** | ** **                     | ** ** |                                                | ** ** | ** ** |   | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | (33                            | )          |                                                | (27        | ) |   | (6 | ) | (22 | )% |
| **Combined Totals**           | ** ** | ** **                     | ** ** |                                                | ** ** | ** ** |   | ** ** | ** ** | ** ** | ** ** |
| Net revenue                   |       | $                              | 1,392      |                                                |       | $ | 1,329 |   |   | $ | 63 |   | 5 | % |
| EBITDA                        |       | $                              | 227        |                                                |       | $ | (964 | ) |   | $ | 1,191 |   | * |   |

 

Providedbe is a reconciliation of EBITDA to income before income taxes:

| **EBITDA**                    | ** ** | **$** | **227** | ** ** | **$** | **(964**   | **)** |
|-------------------------------|------------|-------|---------|------------|-------|------------|-------|
| Interest expense, net         |       | (167  | )       | (23        | )     |
| Depreciation and amortization |       | (108  | )       | (97        | )     |
| **Loss before income taxes**  | ** ** | **$** | **(48** | **)**      | **$** | **(1,084** | **)** |

----

*                   Not meaningful.

(a)          Includes acquisition andrelated adjustments of $3 million.

(b)         Includes acquisition andrelated adjustments of $3 million, $22 million of restructuring costs and$3 million of integration costs related to the potential acquisition ofWorldspan.

(c)          Includes $5 millionof net gains realized primarily on the sale of a facility.

(d)         Includes acquisition andrelated adjustments of $8 million.

(e)          Includes a one-timeunfavorable contract termination cost of $13 million, acquisition and relatedadjustments of $8 million, $1 million of restructuring costs and$5 million of costs related to the migration of technology to a single platformacross all the consumer brands and $1 million of transaction costs.

(f)            Includes$2 million of integration costs and $5 million related to thetechnology migration.

(g)          Includes acquisition andrelated adjustments of $2 million.

(h)         Includes a decrease of$2 million as a result of a sale of a subsidiary.

(i)            Includes acquisitionand related adjustments of $2 million and $6 million of costsassociated with the acquisition of GTA by the predecessor in 2005 and$1 million of restructuring costs.

(j)             Includes $6 millionof costs associated with the acquisition of GTA and $1 million integrationcosts.

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(k)         Includes $9 millionof costs related to the initial public offering of Orbitz Worldwide,$8 million of integration costs related to the potential acquisition ofWorldspan, $8 million in non-cash equity compensation, $3 million ofmanagement fees incurred under our new ownership structure, separation costs of$4 million and $1 million of restructuring costs.

(l)            Includes$27 million of costs related to the separation from AvisBudget and $11million of restructuring costs and administrative costs related to therealignment of our segments.

(m)     Otherincludes corporate general and administrative costs not allocated to thesegments.

**Net Revenue**

The net revenue increase of $63 million (5%)includes a $19 million reduction torevenue due to the impact of fair value adjustments to our balance sheetrecorded as a result of the Acquisition. The adjustments resulted in areduction to deferred revenue and accrued travel supplier payment as of theopening balance sheet date of August 23, 2006, which impacted the resultsof operations during 2007 as a reduction to net revenue and segment EBITDAwithin our Orbtiz Worldwide, Galileo and GTA segments of $14 million,$3 million and $2 million, respectively.

Excluding acquisition related adjustments, net revenueincreased $82 million (6%) as a result of incremental revenue of OrbitzWorldwide, Galileo and GTA of $58 million (16%), $27 million (3%) and$3 million (2%), respectively, including incremental intersegment revenueeliminations of $6 million.

Galileo net revenue increased $24 million (3%),including a $3 million reduction of revenue due to acquisition relatedadjustments. GDS revenue increased $20 million and other distribution revenueincreased $7 million. The GDS revenue growth of $20 million (3%) resulted froma 3% growth in segments. International revenue increased $36 million (7%) dueto a 3% increase in segments and a 5% increase in yield. Americas revenuedecreased $16 million (6%) due to a 11% decrease in yield offset by a 3%increase in segments. The yield decline is driven by our new long term airlineagreements signed in the third quarter of 2006 under the Galileo ContentContinuity program that assures our travel agency customers have full airlinecontent. The $7 million increase (12%) in other distribution revenue is relatedin part to a $4 million increase in our hosting agreement with United Airlines.

Orbitz Worldwide net revenue increased$44 million, including acquisition related adjustments of $14 million,as a result of a 15% increase in gross bookings across our online consumerbrands, including increases in Orbitz Worldwide, CheapTickets, ebookers andFlairview. The increase in gross bookings resulted in incremental non-airrevenue, air booking revenue and other revenue of $27 million, $24 millionand $7 million, respectively, before the impact of acquisition relatedadjustments. Increased air volume on Orbitzand CheapTickets and the growth in dynamic package bookings drove the domesticgross bookings increase. We believe the increase in gross bookings isattributable to air volume and dynamic packaging growth on our Orbitz andCheapTickets sites and strong growth internationally driven by increased air volume at ebookers and the growth inhotel volume at ebookers and Flairview Travel.

GTA net revenue increased $1 million, includingacquisition related adjustments of $2 million, primarily as a result of 21%increase in total transaction value. The increase in transaction value resultedin approximately $15 million in incremental revenue which was offset in part by(i) the absence in 2007 of a one-time $2 million benefit realized in2006 revenue related to our estimated cost of travel products sold, (ii) a$2 million decline in revenue as a result of the sale of a subsidiary in thesecond quarter of 2007, (iii) a $9 million****declinein revenue within our consumer business as a result of our decision to refocusthe business to emphasize the more profitable affiliate channel and thetermination of a white label agreement and (iv) lower margin on sales as aresult of an increase in sales to small travel groups, which typically yieldlower margins.

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**Cost of Revenue**

The cost of revenue increase of $2 million isprimarily due to an increase in Orbitz Worldwide of $20 million (19%),partially offset by decreases within our Galileo and GTA segments of $5 million(1%) and $8 million (17%), respectively, and incremental intersegment costof revenue eliminations of $5 million.

Galileo cost of revenue decreased $5 million(1%), resulting from a $14 million (5%) increase in support payments andcommissions offset by a $19 million decrease in telecommunications andtechnology costs. The $14 million increase in inducements and supportpayments to travel agencies to support our increase in worldwide air bookingvolumes fees partially offset by increases in opt-in fees as a result of theGalileo Content Continuity program which was introduced in the third quarter of2006. Telecommunications and technology savings cost reductions reflect theongoing restructuring actions.

Orbitz Worldwide cost of revenue increased $20 million,primarily as a result of the 14% increase in gross bookings and $5 millionof incremental costs related to the migration of technology to a singleplatform across all the consumer brands. The increase in transaction volumeresulted in increased costs associated with credit card processing and customerservices costs.

GTA cost of revenuedecreased $8 million primarily as a result of a reduction in commissionsexpense as a result of the termination of a white label agreement.

**Selling, Generaland Administrative Expenses (SG&A)**

The SG&A increase of $66 million (13%)includes an increase of $33 million (14%) within Orbitz Worldwide,partially offset by decreases within Galileo and GTA of $4 million (3%)and $1 million (3%), respectively. We also incurred $38 million ofadditional expenses within Corporate and unallocated.

There was a $4 million (3%) decrease in GalileoSG&A reflecting savings in wages and benefits of $12 million,partially offset by increases of $8 million which primarily relates to theweakening of the U.S. dollar and various other operating expenses incurred tosupport the development in the business. The $12 million of lower wagesand benefits was primarily the result of ongoing cost saving initiatives.

Orbitz Worldwide SG&A increased $33 million,reflecting $28 million in incremental marketing and advertising expense asa result of expanded advertising campaigns promoting our Orbitz Worldwide andFlairview Travel brands, $13 million in fees incurred related to thetermination of an unfavorable vendor contract in the second quarter of 2007,partially offset by an $8 million decrease in general and administrativeexpenses due in part to $4 million of expense saving realized during 2007as a result of ongoing restructuring actions.

GTA SG&A decreased $1 million primarily as aresult of cost reductions realized in the second quarter of 2007 as a result ofrestructuring, including actions taken at Octopus Travel and from the sale of asubsidiary.

Corporate and unallocatedSG&A increased $38 million primarily as a result of (i) $8 millionof incremental costs associated with the Worldspan integration, (ii) $9 millionof incremental costs related to the Orbitz Worldwide IPO, (iii) $8 millionof incremental non-cash equity-based compensation and (iv) $13 millionof additional expenses, primarily related to discretionary bonus costs as a resultof over performance.

**Separation and RestructuringCharges**

Separation and restructuring cost decreased $9 millionprimarily as a result of a $23 million decrease in separation costs,partially offset by $14 million of incremental restructuring charges.

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During the second quarter of 2006, we incurred $11 millionin restructuring charges as we committed to various strategic initiativestargeted principally at reducing costs, enhancing organizational efficiency andconsolidating and rationalizing existing processes and facilities.  Subsequent to the Acquisition, we committed toadditional restructuring actions in the form of global headcount reductions andfacility consolidations. Though we began to implement these actions during thefourth quarter of 2006, we continue to take restructuring actions in 2007 andhave incurred $25 million in additional charges during 2007. Approximately$22 million, $1 million and $1 million of the restructuringcosts have been recorded within the Galileo, Orbitz Worldwide and GTA segments,respectively, and approximately $1 million is recorded within Corporateand unallocated.

The increase inrestructuring charges was offset by a decrease in separation costs of $23 million.Separation costs of $4 million for the six months ended June 30, 2007consist of $2 million in employee retention and bonus plans as well as $2 millionin professional and other fees related to the separation plan as compared to$27 million for the six months ended June 30, 2006, consisting of $14 millionin employee severance and benefits, $3 million in restricted stock expenseand $10 million in professional fess related to the separation plan. Allseparation charges are included within Corporate and unallocated.

**Impairment Charges**

As a result of theAcquisition, the Predecessor recorded a non-cash impairment charge in thesecond quarter of 2006 of $1,194 million, of which $331 million wasrecorded within Orbitz Worldwide and $863 million was recorded withinGalileo.

**Other General Expense(Income)**

Other general expense(income) decreased $7 million primarily due to a one time benefit of $6 millionin 2006 relating to a gain on the sale of a facility and a $1 million losson sale of assets in 2007.

**Depreciation and Amortization**

Depreciation andamortization increased $11 million (11 %) due to a $39 millionincremental amortization expense as a result of the allocation of fair value ofour definite-lived intangible assets as result of the Acquisition, offset by adecrease of $28 million of depreciation expense due to the determination ofthe useful lives of certain technology assets that were recorded at the time ofthe Acquisition.

**Interest Expense**

Interest expense increased$144 million primarily as a result of the interest expense on our new debtissuances used to finance the Acquisition. Interest expense related to thisdebt was $176 million, including $10 million in amortization ofdeferred financing fees. These amounts were offset by $23 million ofinterest incurred in 2006, primarily relating to our long term debt borrowed in2005 to finance the repatriation of foreign earnings to Avis Budget.

**Provision (Benefit)for Income Taxes**

We have an income taxprovision of $6 million for the six months ended June 30, 2007primarily as a result of operating losses for which we recorded no tax benefit.We recorded an income tax benefit of $81 million for the six months ended June 30,2006 due to a one time tax benefit of approximately $9 million resultingfrom a favorable tax ruling received in a foreign jurisdiction, a one-time taxbenefit of $83 million associated with the impairment of intangibleassets, as well as the impact of foreign operations subject to tax rates lowerthan the United States statutory rate.

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**LIQUIDITY ANDCAPITAL RESOURCES**

Our principal source ofliquidity is cash flow generated from operations, including working capital.The principal uses of cash are to fund planned operating expenditures, capitalexpenditures, including investments in products and technology offerings,interest payments on debt and any mandatory or discretionary principal paymentsof debt issuances. As of June 30, 2007, our financing needs were supportedby $232 million of available capacity in our credit facilities.

***Cash Flows***

At June 30,2007, we had $315 million of cash and cash equivalents, an increase of$218 million as compared to December 31, 2006. The following tablesummarizes the changes to our cash flows from continuing operations:

| ** **                               | ** ** | **Six Months  Ended  June 30,** | ** ** | **Change** | ** ** |
|------------------------------------------|------------|-------------------------------------------|------------|------------|------------|
| ** **                               | ** ** | **2007**                                  | ** ** | **2006**   | ** ** | **$** | ** ** |
| Cash provided by  (used in):             |       |                                      |       |       |       |   |   |
| Operating  activities                    |       | $                                         | 318        |       | $          | 423 |   | ($105 | ) |
| Investing  activities                    |       | 5                                         |       | (153       | )          | 158 |   |
| Financing  activities                    |       | (109                                      | )          | (85        | )          | (24 | ) |
| Effects of  exchange rate changes        |       | 4                                         |       | 10         |       | (6 | ) |
| Net change in cash and  cash equivalents |       | $                                         | 218        |       | $          | 195 |   | $ | 23 |   |
|                                          |            |                                           |            |            |            |  |  |  |  |  |

*** ***

***OperatingActivities.***   Forthe six months ended June 30, 2007, our cash provided by operations was$318 million, a decrease of $105 million as compared to the sixmonths ended June 30, 2006. The decrease primarily represented an increasein cash interest paid of $145 million, partially offset by approximately $40 millionof incremental cash generated as a result of incremental cash operating resultsfor the six months ended June 30, 2007 compared to the six months ended June 30,2006 and changes in working capital accounts.

***InvestingActivities.******  ***Our cash flow provided byinvesting activities for the six months ended June 30, 2007 was $5 millioncompared to cash used of $153 million for the six months ended June 30, 2006, an increase of $158 million.The increase in cash provided by investing activities is primarily the resultof the incremental cash generated from the sale of assets of $69 million,plus lower capital expenditures of $10 million, a decrease of $11 millionin cash used for acquisition related payments and the impact of cash used in 2006for intercompany funding to Avis Budget of $71 million.

***FinancingActivities.******  ***Our cash used in financingactivities during 2007 was $109 million versus $85 million for thesix months ended June 30, 2006. The increased use in cash is related to thediscretionary $100 million and $11 million of required principal paymentsmade on our long-term debt in 2007 compared to $85 million of principalpayments made on our long term debt in 2006 associated with the repatriation offoreign earnings to Avis Budget.

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**Debt and FinancingArrangements**

***Senior Secured Credit Facilities***

Our senior secured credit facilities provide seniorsecured financing of $2,600 million, consisting of: (i) a$2,200 million term loan facility; (ii) a $275 million revolvingcredit facility; and (iii) a $125 million synthetic letter of creditfacility.

The revolving credit facility includes borrowingcapacity available for short-term loans, or for the issuance of letters ofcredit.

Travelport LLC is the borrower under the seniorsecured credit facilities. All obligations under the senior secured creditfacilities are unconditionally guaranteed by the Parent Guarantor, IntermediateParent Guarantor and, subject to certain exceptions, each of our existing andfuture domestic wholly owned subsidiaries.

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

Borrowings under the U.S. term loan facility bearinterest at LIBOR plus 2.5% with respect to the dollar-denominated facility,and EURIBOR plus 2.5% with respect to the Euro-denominated facility. Borrowingsunder the $275 million revolving credit facility bear interest at LIBORplus 2.75%. Under the $125 million synthetic letter of credit facility, wemust pay a facility fee equal to the applicable margin under the U.S. term loanfacility on the amount on deposit. At June 30, 2007, there were noborrowings outstanding under the revolving credit facility and we had letter ofcredit issuances of approximately $43 million and $125 millionoutstanding under our revolving credit facility and the synthetic letter ofcredit facility, respectively.

The applicable margin for borrowings under the termloan facility, the revolving credit facility and the synthetic letter of creditfacility may be reduced subject to our attaining certain leverage ratios.

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

On May 7, 2007, wemade a discretionary $100 million payment on our term loan facility. On July 25,2007, we used the proceeds from the Orbitz Worldwide IPO, the repayment by OrbitzWorldwide of intercompany debt owed to Travelport and the dividend from OrbitzWorldwide to Travelport to further pay down approximately $1 billion of indebtednessoutstanding under our term loan facility.

***Senior Notes and Senior Subordinated Notes***

On August 23, 2006, in connection with theAcquisition, we issued $150 million of dollar denominated senior dollarfloating rate notes, €235 millioneuro-denominated senior floating rate notes ($299 million dollarequivalent) and $450 million 97¤8% senior fixed rate notes. Thedollar-denominated floating rate senior notes bear interest at a rate equal toLIBOR plus 45¤8%. The euro-denominatedfloating rate senior notes bear interest at a rate equal to EURIBOR plus 45¤8%. The senior notes areunsecured senior obligations and are subordinated to all of our existing andfuture secured indebtedness (including the 

38

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senior secured creditfacility) and will be senior in right of payment to any existing and futuresubordinated indebtedness (including the senior subordinated notes).

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

The indenturesgoverning the senior notes and senior subordinated notes limit the ParentGuarantor’s (and most or all of its subsidiaries’) ability to:

·       incuradditional indebtedness or issue certain preferred shares;

·       paydividends on, repurchase or make other distributions in respect of theircapital stock or make other restricted payments;

·       makecertain investments;

·       sellcertain assets;

·       createliens on certain assets to secure debt;

·       consolidate,merge, sell or otherwise dispose of all or substantially all of their assets;

·       enter into certaintransactions with affiliates; and

·       designatesubsidiaries as unrestricted subsidiaries.

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

Subject to certainexceptions, the indentures governing the notes permit us and our restrictedsubsidiaries to incur additional indebtedness, including secured indebtedness.None of Travelport (Bermuda) Ltd. and its subsidiaries, which together comprisethe non-U.S. operations of Travelport, guarantee the notes. These entities aremore restricted than Travelport LLC and the guarantors in their ability toincur indebtedness. See ‘‘Description of Senior Notes—Certain Covenants’’ and ‘‘Descriptionof Senior Subordinated Notes—Certain Covenants’’ in our Registration Statementon Form S-4 originally filed with the SEC on March 30, 2007, asamended.

***Proposed Worldspan Acquisition***

The proposed acquisition of Worldspan is expected tobe funded with an additional $1,040 million of senior secured term loans.In addition, our senior secured revolving credit facility would increase by$25 million, as would our synthetic letter of credit facility. We expectthis transaction to be completed during the third quarter of 2007.

As part of Worldspan’srecapitalization in December 2006, the Company loaned $125 million to Worldspanin exchange for a payment in kind (PIK) note which we funded through cash onhand.  In addition, one of our parentcompanies also loaned Worldspan $125 million in exchange for a PIK note, whichwas funded by a $125 million equity contribution by investment funds affiliatedwith OEP TP, Ltd.  The PIK notes becomedue and payable upon a change in control of Worldspan, including consummationof the acquisition by Travelport.

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***Orbitz Worldwide Initial Public Offering***

On July 25, 2007, wesold, through an initial public offering of common stock, 41% of our ownershipinterest in Orbitz Worldwide, Inc., our wholly owned subsidiary, andnetted proceeds of approximately $475 million. Also on July 25, 2007,Orbitz Worldwide entered into a new senior secured credit agreement consistingof a seven-year $600 million senior secured term loan and a six-yearsenior secured revolving credit facility that provides for borrowings up to$85 million. Orbitz Worldwide used approximately $530 million of thenet proceeds from the term loan borrowings to repay indebtedness it owed toTravelport and to pay a dividend to Travelport. We used the net proceeds fromthe IPO, the repayment of intercompany debt and the dividend to pay downapproximately $1 billion outstanding under our term loan facility. 

***Other***

Bastion Surety, a jointventure with Orbis Capital Limited, is a bond provider on behalf of travelagencies and tour operators in the United Kingdom. It is authorized andregulated by the UK Financial Services Authority to provide bonding insurancein the United Kingdom, Belgium, France, Ireland and the Netherlands as analternative to cash and bank bonds to protect consumers in the event ofbusiness failure of a travel agent or tour operator. From time to time, travelagents and/or tour operators fail, requiring a draw down on these bonds, whichcan result in the loss of the amount of the bond provided on behalf of suchtravel agent or tour operator. The total bonds outstanding as of June 30,2007 were approximately $99 million. We were notified of potential defaults on bonds totalingapproximately $6 million during 2006 and approximately $1 million in2007. The majority of bondshave an expiration date during 2007, and we are issuing only limited bonds atthis time. While we endeavor to only issue bonds after appropriate credit diligence on the travelagent or tour operator, we can provide no assurance that such agents or operators will not ultimatelydefault on their bond obligations to Travelport.

**Interest Rate Risk**

A portion of the debt usedto finance much of our operations is exposed to interest rate fluctuations. Weuse various hedging strategies and derivative financial instruments to createan appropriate mix of fixed and floating rate assets and liabilities. Theprimary interest rate exposure at June 30, 2007 was to interest ratefluctuations in the United States and Europe, specifically LIBOR and EURIBORinterest rates. We currently use interest rate swaps as the derivative instrumentin these hedging strategies. The derivatives used to manage the risk associatedwith our floating rate debt were designated as cash flow hedges.

**ContractualObligations**

Our future contractualobligations have not changed significantly from the amounts reported within our2006 financial statements included in our Registration Statement on Form S-4originally filed with the SEC on March 30, 2007, as amended. Any changesto our obligations related to our indebtedness are presented above within thesection entitled “Debt and Financing Arrangements.”

**Accounting Policies**

**Item 3.**                        QuantitativeAnd Qualitative Disclosures About Market Risks

We assess our market riskbased on changes in interest and foreign currency exchange rates utilizing asensitivity analysis that measures the potential impact in earnings, fairvalues, and cash flows based on a hypothetical 10% change (increase anddecrease) in interest and foreign currency rates. We used June 30, 2007market rates to perform a sensitivity analysis separately for each of ourmarket risk exposures. The estimates assume instantaneous, parallel shifts ininterest rate yield curves and exchange rates. We have 

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determined,through such analyses, that the impact of a 10% change in interest and foreigncurrency exchange rates and prices on our earnings, fair values and cash flowswould not be material.

**Item 4.**                        Controlsand Procedures

(a)           *DisclosureControls and Procedures.  *Our management, with theparticipation of our Chief Executive Officer and Chief Financial Officer, hasevaluated the effectiveness of our disclosure controls and procedures (as suchterm is defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’)) as of theend of the period covered by this quarterly report. Based on such evaluation,our Chief Executive Officer and Chief Financial Officer have concluded that, asof the end of such period, our disclosure controls and procedures areeffective.

(b)          *Internal Controls Over Financial Reporting.  *There havebeen no changes in our internal control over financial reporting (as such termis defined in rules 13a-15(f) and 15d-15(f) under the ExchangeAct) during the fiscal quarter to which this report relates that havematerially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

**PART II—OTHERINFORMATION**

**Item 1.**                        LegalProceedings.

There have been nomaterial changes from the description of our legal proceedings disclosed in ourRegistration Statement on Form S-4 originally filed with the SEC on March 30,2007, as amended.

**Item 1A.**                RiskFactors

There have been nomaterial changes from the risk factors previously disclosed in our RegistrationStatement on Form S-4 originally filed with the SEC on March 30,2007, as amended.

**Item 2.**                        UnregisteredSales of Equity Securities and Use of Proceeds.

Not Applicable.

**Item 3.**                        DefaultsUpon Senior Securities.

Not Applicable.

**Item 4.**                        Submissionof Matters to a Vote of Security Holders.

Not Applicable.

**Item 5.**                        OtherInformation.

Not Applicable.

**Item 6.**                        Exhibits.

See Exhibit Index.

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**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

|                             |   | **TRAVELPORT LIMITED**                                                             |
|-----------------------------|--------|------------------------------------------------------------------------------------|
| Date:  August 14, 2007 |   | /s/  MICHAEL E. RESCOE                                                             |
|                        |   | Michael E. Rescoe                                                                  |
|                        |   | Executive Vice President and Chief Financial Officer |
| Date:  August 14, 2007 |   | /s/  WILLIAM J. SEVERANCE                                                          |
|                        |   | William J. Severance                                                               |
|                        |   | Senior Vice President and  Chief Accounting Officer                                |

 

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**EXHIBIT INDEX**
| Exhibit  No. | ** ** | **Description** |
|--------------|------------|-----------------|
|         | 3.1        |            |   | Certificate of  Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)  (Incorporated by reference to Exhibit 3.3 to the Registration Statement  on Form S-4 of Travelport Limited (333-141714) filed on March 30,  2007). |
|         | 3.2        |            |   | Memorandum of Association and By-laws of Travelport  Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to  Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport  Limited (333-141714) filed on March 30, 2007). |
|         | 10.1       |            |   | Second Amended and Restated Credit Agreement dated  as of August 23, 2006, as amended and restated on January 29, 2007,  as further amended and restated on May 23, 2007, among Travelport LLC  (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda)  Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and  Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1  to the Current Report on Form 8-K filed by Travelport Limited on  May 30, 2007 (dated May 23, 2007)). |
|         | 31.1       |            |   | Certification of Chief Executive Officer Pursuant to  Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the  Securities Exchange Act of 1934, as amended. |
|         | 31.2       |            |   | Certification of Chief Financial Officer Pursuant to  Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the  Securities Exchange Act of 1934, as amended. |
|         | 32         |            |   | Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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