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

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Form 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended March 31, 2008                
|or                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission File No. 333-141714

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

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

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

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

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

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

|Large accelerated filer o |  | Accelerated filer o |  | Non-accelerated filer ý (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

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

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



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Table of Contents

|         |  |                                                                                                               |  | Page
|-------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----
|PART I   |  | Financial Information                                                                                         |  | 4   
|Item 1.  |  | Financial Statements                                                                                          |  | 4   
|         |  | Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2008 and 2007            |  | 4   
|         |  | Consolidated Condensed Balance Sheets as of March 31, 2008 and December 31, 2007                              |  | 5   
|         |  | Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007            |  | 6   
|         |  | Consolidated Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31, 2008 |  | 7   
|         |  | Notes to Consolidated Condensed Financial Statements                                                          |  | 8   
|Item 2.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                         |  | 23  
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 30  
|Item 4.  |  | Controls and Procedures                                                                                       |  | 30  
|PART II  |  | Other Information                                                                                             |  | 30  
|Item 1.  |  | Legal Proceedings                                                                                             |  | 30  
|Item 1A. |  | Risk Factors                                                                                                  |  | 30  
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                   |  | 30  
|Item 3.  |  | Defaults upon Senior Securities                                                                               |  | 30  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                           |  | 31  
|Item 5.  |  | Other Information                                                                                             |  | 31  
|Item 6.  |  | Exhibits                                                                                                      |  | 31  
|         |  | Signatures                                                                                                    |  | 32  

1

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FORWARD-LOOKING STATEMENTS

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



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

Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such
performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject
to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission

2

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(the
"SEC") on March 11, 2008, as well as any other cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and
elsewhere in this report could have an adverse effect on our business, results of operations and financial position.

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

3

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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements

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

|                                                                                             |  | Three Months Ended
March 31, 2007 |     | Three Months Ended
March 31, 2008 |  
|-------------------------------------------------------------------------------------------- |  | --------------------------------- | --- | --------------------------------- | -
|Net revenue                                                                                  |  | $                                 | 666 |                                   | $
|                                                                                             |  |                                   |     |                                   |  
|Costs and expenses                                                                           |  |                                   |     |                                   |  
|Cost of revenue                                                                              |  |                                   | 278 |                                   |  
|Selling, general and administrative                                                          |  |                                   | 261 |                                   |  
|Separation and restructuring charges                                                         |  |                                   | 23  |                                   |  
|Depreciation and amortization                                                                |  |                                   | 54  |                                   |  
|                                                                                             |  |                                   |     |                                   |  
|Total costs and expenses                                                                     |  |                                   | 616 |                                   |  
|                                                                                             |  |                                   |     |                                   |  
|Operating income                                                                             |  |                                   | 50  |                                   |  
|Interest expense, net                                                                        |  |                                   | (85 | )                                 |  
|Gain on early extinguishment of debt                                                         |  |                                   |    |                                   |  
|                                                                                             |  |                                   |     |                                   |  
|Loss from continuing operations before income taxes and equity in losses of investments, net |  |                                   | (35 | )                                 |  
|Benefit (provision) for income taxes                                                         |  |                                   | 3   |                                   |  
|Equity in losses of investments, net                                                         |  |                                   |    |                                   |  
|                                                                                             |  |                                   |     |                                   |  
|Net loss                                                                                     |  | $                                 | (32 | )                                 | $
|                                                                                             |  |                                   |     |                                   |  

See
Notes to Consolidated Condensed Financial Statements

4

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

|                                                                                             |                                                | December 31, 2007 |       | March 31, 2008 |  
|-------------------------------------------------------------------------------------------- | ---------------------------------------------- | ----------------- | ----- | -------------- | -
|Assets                                                                                       |                                                |                   |       |                |  
|Current assets:                                                                              |                                                |                   |       |                |  
|                                                                                             | Cash and cash equivalents                      |                   | $     | 309            |  
|                                                                                             | Accounts receivable, net                       |                   |       | 416            |  
|                                                                                             | Deferred income taxes                          |                   |       | 9              |  
|                                                                                             | Other current assets                           |                   |       | 253            |  
|                                                                                             | Assets of discontinued operations              |                   |       | 36             |  
|                                                                                             |                                                |                   |       |                |  
|Total current assets                                                                         |                                                |                   | 1,023 |                |  
|Property and equipment, net                                                                  |                                                |                   | 541   |                |  
|Goodwill                                                                                     |                                                |                   | 1,746 |                |  
|Trademarks and tradenames                                                                    |                                                |                   | 510   |                |  
|Other intangible assets, net                                                                 |                                                |                   | 1,717 |                |  
|Investment in Orbitz Worldwide                                                               |                                                |                   | 364   |                |  
|Non-current deferred income taxes                                                            |                                                |                   | 3     |                |  
|Other non-current assets                                                                     |                                                |                   | 236   |                |  
|                                                                                             |                                                |                   |       |                |  
|Total assets                                                                                 |                                                | $                 | 6,140 |                | $
|                                                                                             |                                                |                   |       |                |  
|Liabilities and shareholders' equity                                                         |                                                |                   |       |                |  
|Current liabilities:                                                                         |                                                |                   |       |                |  
|                                                                                             | Accounts payable                               |                   | $     | 191            |  
|                                                                                             | Accrued expenses and other current liabilities |                   |       | 821            |  
|                                                                                             | Current portion of long-term debt              |                   |       | 17             |  
|                                                                                             | Deferred income taxes                          |                   |       |               |  
|                                                                                             | Liabilities of discontinued operations         |                   |       | 8              |  
|                                                                                             |                                                |                   |       |                |  
|Total current liabilities                                                                    |                                                |                   | 1,037 |                |  
|Long-term debt                                                                               |                                                |                   | 3,751 |                |  
|Deferred income taxes                                                                        |                                                |                   | 261   |                |  
|Other non-current liabilities                                                                |                                                |                   | 203   |                |  
|                                                                                             |                                                |                   |       |                |  
|Total liabilities                                                                            |                                                |                   | 5,252 |                |  
|                                                                                             |                                                |                   |       |                |  
|Commitments and contingencies (note 10)                                                      |                                                |                   |       |                |  
|Shareholders' equity:                                                                        |                                                |                   |       |                |  
|Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding |                                                |                   |      |                |  
|Additional paid in capital                                                                   |                                                |                   | 1,311 |                |  
|Accumulated deficit                                                                          |                                                |                   | (587  | )              |  
|Accumulated other comprehensive income                                                       |                                                |                   | 164   |                |  
|                                                                                             |                                                |                   |       |                |  
|Total shareholders' equity                                                                   |                                                |                   | 888   |                |  
|                                                                                             |                                                |                   |       |                |  
|Total liabilities and shareholders' equity                                                   |                                                | $                 | 6,140 |                | $
|                                                                                             |                                                |                   |       |                |  

See
Notes to Consolidated Condensed Financial Statements

5

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

|                                                                                                                    |                                                                  | Three Months Ended
March 31, 2007 |     | Three Months Ended
March 31, 2008 |  
|------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | --------------------------------- | --- | --------------------------------- | -
|Operating activities of continuing operations                                                                       |                                                                  |                                   |     |                                   |  
|Net loss                                                                                                            |                                                                  | $                                 | (32 | )                                 | $
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities from continuing operations |                                                                  |                                   |     |                                   |  
|                                                                                                                    | Depreciation and amortization                                    |                                   |     | 54                                |  
|                                                                                                                    | Deferred income taxes                                            |                                   |     | 1                                 |  
|                                                                                                                    | Provision for bad debts                                          |                                   |     | 3                                 |  
|                                                                                                                    | Gain on early extinguishment of debt                             |                                   |     |                                  |  
|                                                                                                                    | Gain on sale of property                                         |                                   |     | 1                                 |  
|                                                                                                                    | Amortization of debt issuance costs                              |                                   |     | 5                                 |  
|                                                                                                                    | Non-cash charges related to tax sharing liability                |                                   |     | 3                                 |  
|                                                                                                                    | Equity based compensation                                        |                                   |     | 3                                 |  
|                                                                                                                    | Equity in losses of investments                                  |                                   |     |                                  |  
|                                                                                                                    | Payment of FASA liability                                        |                                   |     |                                  |  
|Changes in assets and liabilities, net of effects from acquisitions and disposals                                   |                                                                  |                                   |     |                                   |  
|                                                                                                                    | Accounts receivable                                              |                                   |     | 21                                |  
|                                                                                                                    | Other current assets                                             |                                   |     |                                  |  
|                                                                                                                    | Accounts payable, accrued expenses and other current liabilities |                                   |     | 101                               |  
|Other                                                                                                               |                                                                  |                                   | 1   |                                   |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Net cash provided by (used in) operating activities of continuing operations                                        |                                                                  |                                   | 161 |                                   |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Investing activities of continuing operations                                                                       |                                                                  |                                   |     |                                   |  
|                                                                                                                    | Property and equipment additions                                 |                                   |     | (31                               | )
|                                                                                                                    | Acquisition related payments                                     |                                   |     | (5                                | )
|                                                                                                                    | Other                                                            |                                   |     | 1                                 |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Net cash used in investing activities of continuing operations                                                      |                                                                  |                                   | (35 | )                                 |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Financing activities of continuing operations                                                                       |                                                                  |                                   |     |                                   |  
|                                                                                                                    | Principal payments on borrowings                                 |                                   |     | (6                                | )
|                                                                                                                    | Issuance of common stock                                         |                                   |     | 2                                 |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Net cash used in financing activities of continuing operations                                                      |                                                                  |                                   | (4  | )                                 |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Effect of changes in exchange rates on cash and cash equivalents                                                    |                                                                  |                                   | 1   |                                   |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Net increase (decrease) in cash and cash equivalents from continuing operations                                     |                                                                  |                                   | 123 |                                   |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Cash provided by (used in) discontinued operations                                                                  |                                                                  |                                   |     |                                   |  
|                                                                                                                    | Operating activities                                             |                                   |     | 2                                 |  
|                                                                                                                    | Investing activities                                             |                                   |     | (1                                | )
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Cash provided by discontinued operations                                                                            |                                                                  |                                   | 1   |                                   |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Cash and cash equivalents at beginning of period                                                                    |                                                                  |                                   | 97  |                                   |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Cash and cash equivalents at end of period                                                                          |                                                                  |                                   | 221 |                                   |  
|Less cash of discontinued operations                                                                                |                                                                  |                                   | (3  | )                                 |  
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Cash and cash equivalents of continuing operations                                                                  |                                                                  | $                                 | 218 |                                   | $
|                                                                                                                    |                                                                  |                                   |     |                                   |  
|Supplemental disclosure of cash flow information                                                                    |                                                                  |                                   |     |                                   |  
|Interest payments                                                                                                   |                                                                  | $                                 | 118 |                                   | $
|Income tax payments, net                                                                                            |                                                                  | $                                 | 4   |                                   | $

See Notes to Consolidated Condensed Financial Statements

6

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

|                                                      |  | Common
Stock |   | Additional
Paid In
Capital |   | Accumulated
Deficit |  | Accumulated
Other
Comprehensive
Income (Loss) |      | Total
Equity
|----------------------------------------------------- |  | ------------ | - | -------------------------- | - | ------------------- |  | --------------------------------------------- | ---- | ------------
|Balance as of January 1, 2008                         |  | $            |  |                            | $ | 1,311               |  | $                                             | (587 | )           
|Net loss                                              |  |              |  |                            |   |                    |  |                                               | (27  | )           
|Currency translation adjustment, net of tax of $0     |  |              |  |                            |   |                    |  |                                               |     |             
|Unrealized loss on cash flow hedges, net of tax of $0 |  |              |  |                            |   |                    |  |                                               |     |             
|Unrealized loss on investments, net of tax of $0      |  |              |  |                            |   |                    |  |                                               |     |             
|Total comprehensive income                            |  |              |   |                            |   |                     |  |                                               |      |             
|                                                      |  |              |   |                            |   |                     |  |                                               |      |             
|Balance as of March 31, 2008                          |  | $            |  |                            | $ | 1,311               |  | $                                             | (614 | )           
|                                                      |  |              |   |                            |   |                     |  |                                               |      |             

See
Notes to Consolidated Condensed Financial Statements

7

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

1. Basis of Presentation

Travelport Limited ("Travelport" or the "Company") is a Bermuda company formed on July 13, 2006 for the purpose of acquiring the Travelport businesses of
Avis Budget Group, Inc. (formerly Cendant Corporation) ("Avis Budget"). Travelport is one of the world's largest travel services companies serving the global travel industry. It operates 20
leading brands, including Galileo and Worldspan global distribution systems ("GDS") and Gullivers Travel Associates ("GTA"), a wholesaler of travel content. The Company has approximately 6,000
employees and operates in 145 countries. Travelport is a private company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto,
California, One Equity Partners ("OEP") of New York and Travelport management.

2. Recently Issued Accounting Pronouncements

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

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

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

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



8

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Recently Issued Accounting Pronouncements (Continued)



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

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

The
adoption of SFAS No. 157 has not had a significant impact on the Company's results of operations or balance sheet as of March 31, 2008. See Note 9, Fair Value
Disclosures for additional information.

3. Discontinued Operations

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

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

Three Months Ended March 31, 2007Net revenue

$
7Loss before income taxes


Benefit for income taxes


Loss from discontinued operations, net of tax

$



9

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

4. Separation and Restructuring Charges

Separation and restructuring charges consisted of:

Three Months Ended March 31, 2007

Three Months Ended March 31, 2008Separation costs

$
2

$
Restructuring charges


21


9$
23

$
9


Separation Costs

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

Restructuring Charges

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

Balance at January 1, 2008

$
8Restructuring charges


9Cash payments


(7
)Balance at March 31, 2008

$
10


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

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

10

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Other Current Assets

Other current assets consisted of:

As of December 31,
2007

As of March 31,
2008Derivative contracts

$
101

$
172Prepaid expenses


46


49Sales and use tax receivables


37


41Other


69


68$
253

$
330


6. Intangible Assets

Intangible assets consisted of:

|                                  |  | As of December 31, 2007 |       | As of March 31, 2008
|--------------------------------- |  | ----------------------- | ----- | --------------------
|
|Non-Amortizable Intangible Assets |  |                         |       |                     
|Goodwill                          |  | $                       | 1,746 |                     
|                                  |  |                         |       |                     
|Trademarks and tradenames         |  | $                       | 510   |                     
|                                  |  |                         |       |                     
|Amortizable Intangible Assets     |  |                         |       |                     
|Customer relationships            |  | $                       | 1,826 |                     
|Vendor relationships and other    |  |                         | 52    |                     
|                                  |  |                         |       |                     
|                                  |  | $                       | 1,878 |                     
|                                  |  |                         |       |                     

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

Balance
as of
December 31,
2007

Adjustments to Goodwill Acquired in 2007

Foreign Exchange

Balance as of March 31, 2008GDS

$
937

$
8

$


$
945GTA


809





66


875$
1,746

$
8

$
66

$
1,820


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

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

11

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TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

6. Intangible Assets (Continued)

Amortization expense relating to all intangible assets was as follows:

Three Months Ended March 31,2007

2008Customer relationships

$
30

$
31Vendor relationships and other


1


4Total

$
31

$
35


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

7. Orbitz Worldwide

Prior to October 31, 2007, Orbitz Worldwide, Inc. ("Orbitz Worldwide") was a consolidated subsidiary of the Company. As a result of certain transactions,
effective October 31, 2007, the Company accounts for its investment in Orbitz Worldwide under the equity method of accounting. As of March 31, 2008, the Company's investment in Orbitz
Worldwide was $358 million. The Company has recorded a $7 million loss related to its investment in Orbitz Worldwide for the three months ended March 31, 2008 within the equity in
losses of investments, net line item on the Consolidated Condensed Statements of Operations. Presented below are the summary results of operations for the three months ended March 31, 2008 for
Orbitz Worldwide.

Statement of Operations

Three Months Ended
March 31, 2008Net revenue

$
219Operating expenses


220Operating loss


(1
)Interest expense, net


(16
)Loss before income taxes


(17
)Income tax benefit


2Net loss

$
(15
)


During
the three months ended March 31, 2008, approximately $28 million of net revenue was earned by Orbitz Worldwide through transactions with the Company. As of
March 31, 2008, the Company had a balance payable to Orbitz Worldwide of approximately $20 million related to such transactions, which is included on the Consolidated Condensed Balance
Sheet within accrued expenses and other current liabilities.

12

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Orbitz Worldwide (Continued)

8. Long-Term Debt

Long-term debt consisted of:

Maturity

As of December 31, 2007

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

August 2013

$
1,723

$
1,720Euro-denominated

August 2013


510


552Senior notesDollar-denominated floating rate notes

September 2014


150


150Euro-denominated floating rate notes

September 2014


343


32497/8% notes

September 2014


450


450Senior subordinated notes117/8% Dollar-denominated notes

September 2016


300


300107/8% Euro-denominated notes

September 2016


233


253Capital leases and other




59


60Total debt




3,768


3,809Less: Current portion




17


18Long-term debt



$
3,751

$
3,791


During
the three months ended March 31, 2008, the Company repurchased approximately $44 million aggregate principal amount of notes at a discount resulting in
$9 million of gain from early extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated term loan facility and Euro-denominated
notes increased by approximately $87 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instruments contracted by the Company. The
unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the Consolidated Condensed Balance Sheet. The Company repaid approximately $3 million of
debt under its senior secured credit facility as required under the senior secured credit agreement.

9. Fair Value Disclosures

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

13

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Fair Value Disclosures (Continued)

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

As of
December 31, 2007

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

$
4

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


133


211Foreign exchange forwardsassets


1


5Foreign exchange forwardsliabilities


(5
)

(7
)Unrealized loss on interest rate swaps


(37
)

(50
)


10. Commitments and Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property
and other commercial, employment and tax
matters. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes that they will not have a material adverse effect on its
results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that its accruals
are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on the Company's results of operations or cash flows in
a particular reporting period. There are no new significant claims, legal proceedings or inquiries from those previously reported by the Company in its 2007 Financial Statements included in its Annual
Report on Form 10-K filed with the SEC on March 11, 2008.

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies
another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim resulting from the transaction that is contemplated
in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses,
(ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives and (v) issuances of debt securities. The guarantees or indemnifications issued are for
the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) financial institutions in derivative contracts and
(iv) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement
or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations

14

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

10. Commitments and Contingencies (Continued)

on
the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of
future payments to be made under these guarantees as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements.
With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the Company
maintains insurance coverage that mitigates any potential payments to be made.

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

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

11. Segment Information

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

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

15

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Segment Information (Continued)

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

|                             |  | Three Months Ended March 31, 2007 |     | Three Months Ended March 31, 2008 |  
|---------------------------- |  | --------------------------------- | --- | --------------------------------- | -
|GDS                          |  |                                   |     |                                   |  
|Net revenue                  |  | $                                 | 414 |                                   | $
|Segment EBITDA               |  |                                   | 117 |                                   |  
|GTA                          |  |                                   |     |                                   |  
|Net revenue                  |  |                                   | 57  |                                   |  
|Segment EBITDA               |  |                                   | (1  | )                                 |  
|Orbitz Worldwide             |  |                                   |     |                                   |  
|Net revenue                  |  |                                   | 212 |                                   |  
|Segment EBITDA               |  |                                   | 23  |                                   |  
|Corporate and other          |  |                                   |     |                                   |  
|EBITDA(a)                    |  |                                   | (35 | )                                 |  
|Intersegment eliminations(b) |  |                                   |     |                                   |  
|Net revenue                  |  |                                   | (17 | )                                 |  
|Combined Totals              |  |                                   |     |                                   |  
|Net revenue                  |  | $                                 | 666 |                                   | $
|EBITDA                       |  | $                                 | 104 |                                   | $

---

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

Three Months Ended March 31, 2007

Three Months Ended March 31, 2008EBITDA

$
104

$
145Interest expense, net


(85
)

(86
)Depreciation and amortization


(54
)

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

$
(35
)
$
(8
)


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

As of
December 31, 2007

As of
March 31, 2008GDS

$
3,222

$
3,250GTA


2,087


2,226Corporate and other


831


785Total

$
6,140

$
6,261


16

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Guarantor and Non-Guarantor Condensed Financial Statements

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

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

|                                                                                                      |                                             | Parent
Guarantor |     | Intermediate
Parent
Guarantor |   | Issuer |     | Guarantor
Subsidiaries |     | Non-Guarantor
Subsidiaries |   | Eliminations |     | Travelport
Consolidated |    
|----------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------- | --- | ----------------------------- | - | ------ | --- | ---------------------- | --- | -------------------------- | - | ------------ | --- | ----------------------- | ---
|Net revenue                                                                                           |                                             | $                |    |                               | $ |       |     | $                      |    |                            | $ | 325          |     | $                       | 356
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Cost and expenses                                                                                     |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|                                                                                                      | Cost of revenue                             |                  |     |                              |   |        |    |                        |     |                           |   |              | 107 |                         |    
|                                                                                                      | Selling, general and administrative         |                  |     |                              |   |        |    |                        |     |                           |   |              | 100 |                         |    
|                                                                                                      | Separation and restructuring charges        |                  |     |                              |   |        |    |                        |     |                           |   |              | 23  |                         |    
|                                                                                                      | Depreciation and amortization               |                  |     |                              |   |        |    |                        |     |                           |   |              | 35  |                         |    
|                                                                                                      | Other expense (income), net                 |                  |     |                              |   |        |    |                        |     |                           |   |              | 1   |                         |    
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Total costs and expenses                                                                              |                                             |                  |    |                               |   |       |     |                        |    |                            |   | 266          |     |                         | 365
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Operating income (loss)                                                                               |                                             |                  |    |                               |   |       |     |                        |    |                            |   | 59           |     |                         | (9 
|                                                                                                      | Interest (expense) income, net              |                  |     |                              |   |        |    |                        |     | (83                        | ) |              | (4  | )                       |    
|                                                                                                      | Equity in earnings (losses) of subsidiaries |                  |     | (32                           | ) |        | (29 | )                      |     | 54                         |   |              |    |                         |    
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Income (loss) from continuing operations before income taxes and equity in losses of investments, net |                                             |                  | (32 | )                             |   | (29    | )   |                        | (29 | )                          |   | 55           |     |                         | (7 
|(Provision) benefit for income taxes                                                                  |                                             |                  |    |                               |   |       |     |                        |    |                            |   | (1           | )   |                         | 4  
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Net income (loss)                                                                                     |                                             | $                | (32 | )                             | $ | (29    | )   | $                      | (29 | )                          | $ | 54           |     | $                       | (3 
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    

17

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

|                                                                                                      |                                             | Parent
Guarantor |     | Intermediate
Parent
Guarantor |   | Issuer |     | Guarantor
Subsidiaries |     | Non-Guarantor
Subsidiaries |   | Eliminations |     | Travelport
Consolidated |    
|----------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------- | --- | ----------------------------- | - | ------ | --- | ---------------------- | --- | -------------------------- | - | ------------ | --- | ----------------------- | ---
|Net revenue                                                                                           |                                             | $                |    |                               | $ |       |     | $                      |    |                            | $ | 289          |     | $                       | 377
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Cost and expenses                                                                                     |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|                                                                                                      | Cost of revenue                             |                  |     |                              |   |        |    |                        |     |                           |   |              | 171 |                         |    
|                                                                                                      | Selling, general and administrative         |                  |     | (2                            | ) |        |    |                        |     | 4                          |   |              | 10  |                         |    
|                                                                                                      | Separation and restructuring charges        |                  |     |                              |   |        |    |                        |     |                           |   |              | 4   |                         |    
|                                                                                                      | Depreciation and amortization               |                  |     |                              |   |        |    |                        |     |                           |   |              | 47  |                         |    
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Total costs and expenses                                                                              |                                             |                  | (2  | )                             |   |       |     |                        | 4   |                            |   | 232          |     |                         | 363
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Operating income (loss)                                                                               |                                             |                  | 2   |                               |   |       |     |                        | (4  | )                          |   | 57           |     |                         | 14 
|                                                                                                      | Interest expense, net                       |                  |     |                              |   |        |    |                        |     | (82                        | ) |              | (4  | )                       |    
|                                                                                                      | Gain on early extinguishment of debt        |                  |     |                              |   |        |    |                        |     | 9                          |   |              |    |                         |    
|                                                                                                      | Equity in earnings (losses) of subsidiaries |                  |     | (29                           | ) |        | (26 | )                      |     | 51                         |   |              |    |                         |    
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Income (loss) from continuing operations before income taxes and equity in losses of investments, net |                                             |                  | (27 | )                             |   | (26    | )   |                        | (26 | )                          |   | 53           |     |                         | 14 
|Provision for income taxes                                                                            |                                             |                  |    |                               |   |       |     |                        |    |                            |   | (2           | )   |                         | (10
|                                                                                                      | Equity in losses of investments, net        |                  |     |                              |   |        | (7  | )                      |     |                           |   |              |    |                         |    
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    
|Net income (loss)                                                                                     |                                             | $                | (27 | )                             | $ | (33    | )   | $                      | (26 | )                          | $ | 51           |     | $                       | 4  
|                                                                                                      |                                             |                  |     |                               |   |        |     |                        |     |                            |   |              |     |                         |    

18

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

|                                           |                                                | Parent
Guarantor |     | Intermediate
Parent
Guarantor |   | Issuer |    | Guarantor
Subsidiaries |        | Non-Guarantor
Subsidiaries |   | Eliminations |     | Travelport
Consolidated
|------------------------------------------ | ---------------------------------------------- | ---------------- | --- | ----------------------------- | - | ------ | -- | ---------------------- | ------ | -------------------------- | - | ------------ | --- | -----------------------
|Assets                                     |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Current assets:                            |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|                                           | Cash and cash equivalents                      |                  | $   | 221                           |   | $      |   |                        | $      |                           |   | $            | (6  | )                      
|                                           | Accounts receivable, net                       |                  |     |                              |   |        |   |                        |        |                           |   |              | 98  |                        
|                                           | Deferred income taxes                          |                  |     |                              |   |        |   |                        |        |                           |   |              | 4   |                        
|                                           | Other current assets                           |                  |     | 2                             |   |        |   |                        |        | 99                         |   |              | 69  |                        
|                                           | Assets of discontinued operations              |                  |     |                              |   |        |   |                        |        |                           |   |              |    |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Total current assets                       |                                                |                  | 223 |                               |   |       |    |                        | 99     |                            |   | 165          |     |                        
|Investment in subsidiary/intercompany      |                                                |                  | 661 |                               |   | (1,003 | )  |                        | 2,602  |                            |   |             |     |                        
|Property and equipment, net                |                                                |                  |    |                               |   |       |    |                        |       |                            |   | 451          |     |                        
|Goodwill                                   |                                                |                  |    |                               |   |       |    |                        |       |                            |   | 962          |     |                        
|Trademarks and tradenames                  |                                                |                  |    |                               |   |       |    |                        |       |                            |   | 313          |     |                        
|Other intangible assets, net               |                                                |                  |    |                               |   |       |    |                        |       |                            |   | 1,029        |     |                        
|Investment in Orbitz Worldwide             |                                                |                  |    |                               |   | 364    |    |                        |       |                            |   |             |     |                        
|Non-current deferred income taxes          |                                                |                  |    |                               |   |       |    |                        |       |                            |   |             |     |                        
|Other non-current assets                   |                                                |                  | 9   |                               |   |       |    |                        | 42     |                            |   | 126          |     |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Total assets                               |                                                | $                | 893 |                               | $ | (639   | )  | $                      | 2,743  |                            | $ | 3,046        |     | $                      
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Liabilities and shareholders' equity       |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Current liabilities:                       |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|                                           | Accounts payable                               |                  | $   |                              |   | $      |   |                        | $      |                           |   | $            | 40  |                        
|                                           | Accrued expenses and other current liabilities |                  |     | 5                             |   |        | 29 |                        |        | 37                         |   |              | 165 |                        
|                                           | Current portion of long-term debt              |                  |     |                              |   |        |   |                        |        | 10                         |   |              | 7   |                        
|                                           | Deferred income taxes                          |                  |     |                              |   |        |   |                        |        |                           |   |              |    |                        
|                                           | Liabilities of discontinued operations         |                  |     |                              |   |        |   |                        |        |                           |   |              |    |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Total current liabilities                  |                                                |                  | 5   |                               |   | 29     |    |                        | 47     |                            |   | 212          |     |                        
|Long-term debt                             |                                                |                  |    |                               |   |       |    |                        | 3,699  |                            |   | 52           |     |                        
|Deferred income taxes                      |                                                |                  |    |                               |   |       |    |                        |       |                            |   | 30           |     |                        
|Other non-current liabilities              |                                                |                  |    |                               |   |       |    |                        |       |                            |   | 150          |     |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Total liabilities                          |                                                |                  | 5   |                               |   | 29     |    |                        | 3,746  |                            |   | 444          |     |                        
|Total shareholders' equity/intercompany    |                                                |                  | 888 |                               |   | (668   | )  |                        | (1,003 | )                          |   | 2,602        |     |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        
|Total liabilities and shareholders' equity |                                                | $                | 893 |                               | $ | (639   | )  | $                      | 2,743  |                            | $ | 3,046        |     | $                      
|                                           |                                                |                  |     |                               |   |        |    |                        |        |                            |   |              |     |                        

19

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

|                                           |                                                | Parent
Guarantor |     | Intermediate
Parent
Guarantor |   | Issuer |    | Guarantor
Subsidiaries |       | Non-Guarantor
Subsidiaries |   | Eliminations |     | Travelport
Consolidated
|------------------------------------------ | ---------------------------------------------- | ---------------- | --- | ----------------------------- | - | ------ | -- | ---------------------- | ----- | -------------------------- | - | ------------ | --- | -----------------------
|Assets                                     |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Current assets:                            |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|                                           | Cash and cash equivalents                      |                  | $   | 109                           |   | $      |   |                        | $     |                           |   | $            | 5   |                        
|                                           | Accounts receivable, net                       |                  |     |                              |   |        |   |                        |       |                           |   |              | 119 |                        
|                                           | Deferred income taxes                          |                  |     |                              |   |        |   |                        |       |                           |   |              | 4   |                        
|                                           | Other current assets                           |                  |     | 6                             |   |        |   |                        |       | 166                        |   |              | 66  |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Total current assets                       |                                                |                  | 115 |                               |   |       |    |                        | 166   |                            |   | 194          |     |                        
|Investment in subsidiary/intercompany      |                                                |                  | 829 |                               |   | (936   | )  |                        | 2,616 |                            |   |             |     |                        
|Property and equipment, net                |                                                |                  |    |                               |   |       |    |                        |      |                            |   | 429          |     |                        
|Goodwill                                   |                                                |                  |    |                               |   |       |    |                        |      |                            |   | 970          |     |                        
|Trademarks and tradenames                  |                                                |                  |    |                               |   |       |    |                        |      |                            |   | 313          |     |                        
|Other intangible assets, net               |                                                |                  |    |                               |   |       |    |                        |      |                            |   | 1,008        |     |                        
|Investment in Orbitz Worldwide             |                                                |                  |    |                               |   | 358    |    |                        |      |                            |   |             |     |                        
|Non-current deferred income taxes          |                                                |                  |    |                               |   |       |    |                        |      |                            |   |             |     |                        
|Other non-current assets                   |                                                |                  | 8   |                               |   |       |    |                        | 45    |                            |   | 129          |     |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Total assets                               |                                                | $                | 952 |                               | $ | (578   | )  | $                      | 2,827 |                            | $ | 3,043        |     | $                      
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Liabilities and shareholders' equity       |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Current liabilities:                       |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|                                           | Accounts payable                               |                  | $   |                              |   | $      |   |                        | $     |                           |   | $            | 37  |                        
|                                           | Accrued expenses and other current liabilities |                  |     | 6                             |   |        | 49 |                        |       | 14                         |   |              | 157 |                        
|                                           | Current portion of long-term debt              |                  |     |                              |   |        |   |                        |       | 10                         |   |              | 8   |                        
|                                           | Deferred income taxes                          |                  |     |                              |   |        |   |                        |       |                           |   |              |    |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Total current liabilities                  |                                                |                  | 6   |                               |   | 49     |    |                        | 24    |                            |   | 202          |     |                        
|Long-term debt                             |                                                |                  |    |                               |   |       |    |                        | 3,739 |                            |   | 52           |     |                        
|Deferred income taxes                      |                                                |                  |    |                               |   |       |    |                        |      |                            |   | 28           |     |                        
|Other non-current liabilities              |                                                |                  |    |                               |   |       |    |                        |      |                            |   | 145          |     |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Total liabilities                          |                                                |                  | 6   |                               |   | 49     |    |                        | 3,763 |                            |   | 427          |     |                        
|Total shareholders' equity/intercompany    |                                                |                  | 946 |                               |   | (627   | )  |                        | (936  | )                          |   | 2,616        |     |                        
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        
|Total liabilities and shareholders' equity |                                                | $                | 952 |                               | $ | (578   | )  | $                      | 2,827 |                            | $ | 3,043        |     | $                      
|                                           |                                                |                  |     |                               |   |        |    |                        |       |                            |   |              |     |                        

20

---





TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

|                                                                                                                            |  | Parent
Guarantor |     | Intermediate
Parent
Guarantor |   | Issuer |   | Guarantor
Subsidiaries |     | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Travelport
Consolidated |    
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --- | ----------------------------- | - | ------ | - | ---------------------- | --- | --------------------------- | - | ------------ | - | ----------------------- | ---
|Operating activities of continuing operations                                                                               |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Net income (loss)                                                                                                           |  | $                | (32 | )                             | $ | (29    | ) | $                      | (29 | )                           | $ | 54           |   | $                       | (3 
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations: |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Depreciation and amortization                                                                                               |  |                  |    |                               |   |       |   |                        |    |                             |   | 35           |   |                         | 19 
|Deferred income taxes                                                                                                       |  |                  |    |                               |   |       |   |                        |    |                             |   | 1            |   |                         |   
|Provision for bad debts                                                                                                     |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 3  
|Gain on sale of property                                                                                                    |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 1  
|Amortization of debt issuance costs                                                                                         |  |                  |    |                               |   |       |   |                        | 5   |                             |   |             |   |                         |   
|Non-cash charges related to Orbitz Worldwide tax sharing liability                                                          |  |                  |    |                               |   |       |   |                        |    |                             |   | 3            |   |                         |   
|Equity based compensation                                                                                                   |  |                  |    |                               |   |       |   |                        |    |                             |   | 3            |   |                         |   
|Equity in losses of subsidiaries                                                                                            |  |                  | 32  |                               |   | 29     |   |                        | (54 | )                           |   |             |   |                         |   
|Changes in assets and liabilities, net of effects from acquisitions and disposals                                           |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Accounts receivable                                                                                                         |  |                  |    |                               |   |       |   |                        |    |                             |   | (4           | ) |                         | 25 
|Other current assets                                                                                                        |  |                  |    |                               |   |       |   |                        |    |                             |   | (9           | ) |                         | 9  
|Accounts payable, accrued expenses and other current liabilities                                                            |  |                  |    |                               |   |       |   |                        |    |                             |   | (21          | ) |                         | 122
|Other                                                                                                                       |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 1  
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Net cash provided by (used in) operating activities of continuing operations                                                |  |                  |    |                               |   |       |   |                        | (78 | )                           |   | 62           |   |                         | 177
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Investing activities of continuing operations                                                                               |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Property and equipment additions                                                                                            |  |                  |    |                               |   |       |   |                        |    |                             |   | (26          | ) |                         | (5 
|Businesses acquired, net of cash acquired and acquisition-related payments                                                  |  |                  |    |                               |   |       |   |                        |    |                             |   | (7           | ) |                         | 2  
|Net intercompany funding                                                                                                    |  |                  | (2  | )                             |   |       |   |                        | 84  |                             |   | (1           | ) |                         | (81
|Other                                                                                                                       |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 1  
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Net cash provided by (used in) investing activities of continuing operations                                                |  |                  | (2  | )                             |   |       |   |                        | 84  |                             |   | (34          | ) |                         | (83
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Financing activities of continuing operations                                                                               |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Principal payments on borrowings                                                                                            |  |                  |    |                               |   |       |   |                        | (6  | )                           |   |             |   |                         |   
|Issuance of common stock                                                                                                    |  |                  | 2   |                               |   |       |   |                        |    |                             |   |             |   |                         |   
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Net cash provided by (used in) financing activities of continuing operations                                                |  |                  | 2   |                               |   |       |   |                        | (6  | )                           |   |             |   |                         |   
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Effect of changes in exchange rates on cash and cash equivalents                                                            |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 1  
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Net increase in cash and cash equivalents from continuing operations                                                        |  |                  |    |                               |   |       |   |                        |    |                             |   | 28           |   |                         | 95 
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Cash provided by (used in) discontinued operations                                                                          |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Operating activities                                                                                                        |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 2  
|Investing activities                                                                                                        |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | (1 
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Cash provided by discontinued operations                                                                                    |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | 1  
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Cash and cash equivalents at beginning of period                                                                            |  |                  |    |                               |   |       |   |                        |    |                             |   | 19           |   |                         | 78 
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Cash and cash equivalents at end of period                                                                                  |  |                  |    |                               |   |       |   |                        |    |                             |   | 47           |   |                         | 174
|Less cash of discontinued operations                                                                                        |  |                  |    |                               |   |       |   |                        |    |                             |   |             |   |                         | (3 
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    
|Cash and cash equivalents of continuing operations                                                                          |  | $                |    |                               | $ |       |   | $                      |    |                             | $ | 47           |   | $                       | 171
|                                                                                                                            |  |                  |     |                               |   |        |   |                        |     |                             |   |              |   |                         |    

21

---



TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

|                                                                                                                            |  | Parent
Guarantor |      | Intermediate
Parent
Guarantor |   | Issuer |   | Guarantor
Subsidiaries |      | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Travelport
Consolidated |    
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---- | ----------------------------- | - | ------ | - | ---------------------- | ---- | --------------------------- | - | ------------ | - | ----------------------- | ---
|Operating activities of continuing operations                                                                               |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Net income (loss)                                                                                                           |  | $                | (27  | )                             | $ | (33    | ) | $                      | (26  | )                           | $ | 51           |   | $                       | 4  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations: |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Depreciation and amortization                                                                                               |  |                  |     |                               |   |       |   |                        |     |                             |   | 47           |   |                         | 20 
|Deferred income taxes                                                                                                       |  |                  |     |                               |   |       |   |                        |     |                             |   | (2           | ) |                         | (2 
|Provision for bad debts                                                                                                     |  |                  |     |                               |   |       |   |                        |     |                             |   | 2            |   |                         | 2  
|Gain on early extinguishment of debt                                                                                        |  |                  |     |                               |   |       |   |                        | (9   | )                           |   |             |   |                         |   
|Amortization of debt issuance costs                                                                                         |  |                  |     |                               |   |       |   |                        | 5    |                             |   |             |   |                         |   
|Equity in losses of investments                                                                                             |  |                  |     |                               |   | 7      |   |                        |     |                             |   |             |   |                         |   
|Non-cash FASA revenue, net                                                                                                  |  |                  |     |                               |   |       |   |                        |     |                             |   | (8           | ) |                         |   
|Equity in losses of subsidiaries                                                                                            |  |                  | 29   |                               |   | 26     |   |                        | (51  | )                           |   |             |   |                         |   
|Changes in assets and liabilities, net of effects from acquisitions and disposals                                           |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Accounts receivable                                                                                                         |  |                  |     |                               |   |       |   |                        |     |                             |   | (21          | ) |                         | (57
|Other current assets                                                                                                        |  |                  |     |                               |   |       |   |                        |     |                             |   | 3            |   |                         | (7 
|Accounts payable, accrued expenses and other current liabilities                                                            |  |                  |     |                               |   |       |   |                        | (24  | )                           |   | (11          | ) |                         | 42 
|Other                                                                                                                       |  |                  | (2   | )                             |   |       |   |                        | 3    |                             |   | (7           | ) |                         | (5 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Net cash provided by (used in) operating activities of continuing operations                                                |  |                  |     |                               |   |       |   |                        | (102 | )                           |   | 54           |   |                         | (3 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Investing activities of continuing operations                                                                               |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Property and equipment additions                                                                                            |  |                  |     |                               |   |       |   |                        |     |                             |   | (8           | ) |                         | (5 
|Acquisition related payments                                                                                                |  |                  |     |                               |   |       |   |                        |     |                             |   | (3           | ) |                         |   
|Net intercompany funding                                                                                                    |  |                  | (112 | )                             |   | (3     | ) |                        | 140  |                             |   | (32          | ) |                         | 7  
|Other                                                                                                                       |  |                  |     |                               |   | 3      |   |                        |     |                             |   |             |   |                         | (4 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Net cash provided by (used in) investing activities of continuing operations                                                |  |                  | (112 | )                             |   |       |   |                        | 140  |                             |   | (43          | ) |                         | (2 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Financing activities of continuing operations                                                                               |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Principal payments on borrowings                                                                                            |  |                  |     |                               |   |       |   |                        | (38  | )                           |   |             |   |                         |   
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Net used in financing activities of continuing operations                                                                   |  |                  |     |                               |   |       |   |                        | (38  | )                           |   |             |   |                         |   
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Effect of changes in exchange rates on cash and cash equivalents                                                            |  |                  |     |                               |   |       |   |                        |     |                             |   |             |   |                         | 4  
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Net increase (decrease) in cash and cash equivalents from continuing operations                                             |  |                  | (112 | )                             |   |       |   |                        |      |                             |   | 11           |   |                         | (1 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Cash and cash equivalents at beginning of period                                                                            |  |                  | 221  |                               |   |       |   |                        |     |                             |   | (6           | ) |                         | 94 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    
|Cash and cash equivalents at end of period                                                                                  |  | $                | 109  |                               | $ |       |   | $                      |     |                             | $ | 5            |   | $                       | 93 
|                                                                                                                            |  |                  |      |                               |   |        |   |                        |      |                             |   |              |   |                         |    

22

---





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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto
included elsewhere in this Quarterly Report on Form 10-Q and with our 2007 consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on
March 11, 2008. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any
forward-looking statements. See "Forward-Looking Statements" beginning on page 2 of this Form 10-Q. Unless otherwise noted, all dollar amounts are in millions.

Segments

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



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

RESULTS OF OPERATIONS

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

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

23

---



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

|                                                                                             |  | Three Months Ended
March 31, |     | Change |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | --- | ------ | -
|
|Net revenue                                                                                  |  | $                            | 666 |        | $
|                                                                                             |  |                              |     |        |  
|Costs and expenses                                                                           |  |                              |     |        |  
|Cost of revenue                                                                              |  |                              | 278 |        |  
|Selling, general and administrative                                                          |  |                              | 261 |        |  
|Separation and restructuring charges                                                         |  |                              | 23  |        |  
|Depreciation and amortization                                                                |  |                              | 54  |        |  
|                                                                                             |  |                              |     |        |  
|Total costs and expenses                                                                     |  |                              | 616 |        |  
|                                                                                             |  |                              |     |        |  
|Operating income                                                                             |  |                              | 50  |        |  
|Interest expense, net                                                                        |  |                              | (85 | )      |  
|Gain on early extinguishment of debt                                                         |  |                              |    |        |  
|                                                                                             |  |                              |     |        |  
|Loss from continuing operations before income taxes and equity in losses of investments, net |  |                              | (35 | )      |  
|Benefit (provision) for income taxes                                                         |  |                              | 3   |        |  
|Equity in losses of investments, net                                                         |  |                              |    |        |  
|                                                                                             |  |                              |     |        |  
|Net loss                                                                                     |  | $                            | (32 | )      | $
|                                                                                             |  |                              |     |        |  

---

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

24

---



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

|                             |                | Three Months Ended
March 31, |   | Change
|---------------------------- | -------------- | ---------------------------- | - | ------
|
|GDS                          |                |                              |   |       
|                             | Net revenue    |                              | $ | 414   
|                             | Segment EBITDA |                              |   | 117   
|GTA                          |                |                              |   |       
|                             | Net revenue    |                              |   | 57    
|                             | Segment EBITDA |                              |   | (1)   
|Orbitz Worldwide             |                |                              |   |       
|                             | Net revenue    |                              |   | 212   
|                             | Segment EBITDA |                              |   | 23    
|Corporate and other(j)       |                |                              |   |       
|                             | EBITDA         |                              |   | (35   
|Intersegment Eliminations(k) |                |                              |   |       
|                             | Net revenue    |                              |   | (17   
|Combined Totals              |                |                              |   |       
|                             | Net revenue    |                              | $ | 666   
|                             | EBITDA         |                              | $ | 104   

---

25

---



Three Months Ended
March 31,2007

2008Corporate and unallocated expenses

$
(23
)
$
(24
)Gain on early extinguishment of debt





9Restructuring and related activities


(1
)

(2
)Separation costs


(2
)

Equity compensation


(3
)

Transaction and integration costs


(7
)

(12
)Sponsor monitoring


(2
)

Other, including gain (loss) on foreign currency


3


(2
)$
(35
)
$
(31
)


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

Three Months Ended
March 31,2007

2008EBITDA

$
104

$
145Interest expense, net


(85
)

(86
)Depreciation and amortization


(54
)

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

$
(35
)
$
(8
)


Net Revenue

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

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

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

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Cost of Revenue

Cost of revenue increased $61 million (22%) primarily due to (i) a $65 million reduction resulting from the deconsolidation of Orbitz
Worldwide, (ii) $114 million of incremental costs from the acquisition of Worldspan, (iii) a $17 million reduction of our intersegment eliminations as a result of the
deconsolidation of Orbitz Worldwide and (iv) an organic decrease of $5 million resulting from a decrease within GDS of $6 million and an increase within GTA of $1 million.

GDS
cost of revenue increased $108 million, which included the costs of Worldspan, which contributed $114 million of costs for the three months ended March 31, 2008.
Excluding the Worldspan costs, GDS cost of revenue declined $6 million, primarily as a result of (i) a $14 million (24%) decrease in telecommunications and technology costs,
partially offset by (ii) a $8 million (5%) increase in support payments and commissions. The telecommunications and technology cost reductions reflect the restructuring actions
implemented during 2006. The cost savings initiatives have contributed to a reduction in costs of approximately $20 million in 2008 compared to approximately $9 million in 2007. The
$8 million increase in support payments and commissions is due primarily to segment and yield growth and the impact of foreign exchange fluctuations.

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

Selling, General and Administrative Expenses (SG&A)

SG&A decreased $79 million (30%) primarily due to (i) a $123 million reduction resulting from the deconsolidation of Orbitz Worldwide,
(ii) $35 million of incremental costs from the acquisition of Worldspan and (iii) an organic increase of $9 million resulting from increases of $6 million and
$6 million from GTA and Corporate and other, respectively, partially offset by a decrease of $3 million within GDS.

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

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

Corporate
and other SG&A increased $6 million primarily as a result of (i) $5 million of incremental transaction and integration costs and
(ii) $5 million of incremental foreign exchange losses, partially offset by (i) a $3 million reduction in equity compensation expense and (ii) a $2 million
reduction in sponsor monitoring fees. The increase in Corporate and other SG&A included the impact of our cost savings initiatives, which resulted in savings of $9 million in 2008 compared to
$4 million in 2007.

Separation and Restructuring Charges

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

27

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

Depreciation and Amortization

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

Provision (Benefit) for Income Taxes

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

Liquidity and Capital Resources

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

Cash Flows

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

Three Months
Ended
March 31,

Change2007

2008

$Cash provided by (used in):Operating activities

$
161

$
(51
)
$
(212
)Investing activities


(35
)

(17
)

18Financing activities


(4
)

(38
)

(34
)Effects of exchange rate changes


1


4


3Net change in cash and cash equivalents from continuing operations

$
123

$
(102
)
$
(225
)


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

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

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

Debt and Financing Arrangements

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

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

Foreign Currency Risk

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

Interest Rate Risk

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

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Contractual Obligations

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

Item 3.    Quantitative And Qualitative Disclosures About Market Risk

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

Item 4.    Controls and Procedures

PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

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

Item 1A.    Risk Factors

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

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

Not Applicable.

Item 3.    Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5.    Other Information.

Not Applicable.

Item 6.    Exhibits.

See Exhibit Index.

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SIGNATURES

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

|                   |  | TRAVELPORT LIMITED                                                                            
|------------------ |  | ----------------------------------------------------------------------------------------------
|Date: May 14, 2008 |  | /s/MICHAEL E. RESCOEMichael E. Rescoe Executive Vice President and Chief Financial
Officer    
|Date: May 14, 2008 |  | /s/WILLIAM J. SEVERANCEWilliam 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        |  | Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM
Credit LLC (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*
|10.2        |  | Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM
Credit LLC (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*
|10.3        |  | Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM
Credit LLC (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*
|31.1        |  | Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                               
|31.2        |  | Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                               
|32          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                 

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