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



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2009oro

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


Commission File No. 333-141714



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

Bermuda(State or other jurisdiction
of incorporation or organization)

98-0505100(I.R.S. Employer
Identification Number)


405 Lexington Avenue
New York, NY 10174(Address of principal executive offices, including zip code)

(212) 915-9150(Registrant's telephone number, including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)



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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o    No o

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 the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

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

Smaller reporting company o


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

As of August 6, 2009, there were 12,000 shares of the Registrants' common stock, par value $1.00 per share, outstanding.



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Table of Contents



Table of Contents



PagePART I

Financial Information


4Item 1.

Financial Statements


4Consolidated Condensed Statements of Operations for the Three and Six Months Ended
June 30, 2009 and 2008


4Consolidated Condensed Balance Sheets as of June 30, 2009 and December 31,
2008


5Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2009 and
2008


6Consolidated Condensed Statement of Changes in Total Equity for the Six Months Ended June 30,
2009


7Notes to Consolidated Condensed Financial Statements


8Item 2.

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


29Item 3.

Quantitative and Qualitative Disclosures About Market Risk


40Item 4.

Controls and Procedures


40PART II

Other Information


41Item 1.

Legal Proceedings


41Item 1A.

Risk Factors


41Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


41Item 3.

Defaults upon Senior Securities


41Item 4.

Submission of Matters to a Vote of Security Holders


41Item 5.

Other Information


41Item 6.

Exhibits


43Signatures


44


1

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Table of Contents

FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements identify prospective information. Important
factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "potential," "should," "will" and "would" or other similar words. You should read statements that contain
these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing,
changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information. References within
this Quarterly Report on Form 10-Q to "we", "our" or "us" means Travelport Limited, a Bermuda company, and its subsidiaries.

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:



2

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Table of Contents



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 sections captioned "Risk Factors" in
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the Securities and Exchange Commission (the "SEC") on May 12, 2009 and in our Annual
Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009, 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 actual results to differ materially from the expectations described in the 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, financial
position and cash flows.

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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Table of Contents

PART IFINANCIAL INFORMATION

Item 1.    Financial Statements



TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        (in $ millions and unaudited)

Three Months
Ended
June 30,
2009

Three Months
Ended
June 30,
2008

Six Months
Ended
June 30,
2009

Six Months
Ended
June 30,
2008Net revenue

$
592

$
703

$
1,145

$
1,369Costs and expensesCost of revenue


286


362


564


702Selling, general and administrative


127


153


277


336Restructuring charges


7


5


13


14Depreciation and amortization


62


62


124


129Other (income) expense


(5
)

5


(5
)

5Total costs and expenses, net


477


587


973


1,186Operating income


115


116


172


183Interest expense, net


(72
)

(52
)

(138
)

(138
)Gain on early extinguishment of debt


6


9


6


18Income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


49


73


40


63Provision for income taxes


(14
)

(11
)

(14
)

(23
)Equity in earnings (losses) of investment in Orbitz Worldwide


5


(3
)

(156
)

(10
)Net income (loss)


40


59


(130
)

30Less: Net income attributable to non-controlling interest in subsidiaries


(1
)




(2
)

Net income (loss) attributable to the Company

$
39

$
59

$
(132
)
$
30


See
Notes to Consolidated Condensed Financial Statements

4

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Table of Contents



TRAVELPORT LIMITED        CONSOLIDATED CONDENSED BALANCE SHEETS        (in $ millions and unaudited)

June 30,
2009

December 31,
2008AssetsCurrent assets:Cash and cash equivalents

$
283

$
345Accounts receivable, net


400


372Deferred income taxes


7


7Other current assets


219


201Total current assets


909


925Property and equipment, net


472


491Goodwill


1,752


1,738Trademarks and tradenames


500


499Other intangible assets, net


1,485


1,552Investment in Orbitz Worldwide


58


214Other non-current assets


174


151Total assets

$
5,350

$
5,570Liabilities and equityCurrent liabilities:Accounts payable

$
145

$
140Accrued expenses and other current liabilities


805


764Current portion of long-term debt


27


19Total current liabilities


977


923Long-term debt


3,647


3,783Deferred income taxes


234


238Other non-current liabilities


208


207Total liabilities


5,066


5,151Commitments and contingencies (note 10)Shareholders' equity:Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding





Additional paid in capital


1,188


1,225Accumulated deficit


(904
)

(773
)Accumulated other comprehensive loss


(16
)

(40
)Total shareholders' equity


268


412Equity attributable to non-controlling interest in subsidiaries


16


7Total equity


284


419Total liabilities and equity

$
5,350

$
5,570


See
Notes to Consolidated Condensed Financial Statements

5

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        (in $ millions and unaudited)

Six Months
Ended
June 30, 2009

Six Months
Ended
June 30, 2008Operating activitiesNet income (loss) attributable to the Company

$
(132
)
$
30Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization


124


129(Gain) loss on sale of assets


(5
)

5Provision for bad debts


10


7Equity based compensation


3


Gain on early extinguishment of debt


(6
)

(18
)Amortization of debt finance costs


8


11Gain on interest rate derivative instruments


(3
)

(23
)Gain on foreign exchange derivative instruments


(16
)

(5
)Equity in losses of investment in Orbitz Worldwide


156


10Non-controlling interest in subsidiaries


2


FASA liability


(17
)

(17
)Deferred income taxes


(5
)

(6
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(33
)

(78
)Other current assets


4


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


54


129Other


(10
)

(15
)Net cash provided by operating activities


134


153Investing activitiesProperty and equipment additions


(19
)

(46
)Proceeds from sale of assets


5


Acquisition related payments and other


(1
)

(2
)Net cash used in investing activities


(15
)

(48
)Financing activitiesPrincipal repayments


(277
)

(109
)Proceeds from new borrowings


144


Debt finance costs


(3
)

Net share settlement for equity-based compensation


(7
)

Distribution to a parent company


(42
)

Net cash used in financing activities


(185
)

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


4


4Net decrease in cash and cash equivalents


(62
)

Cash and cash equivalents at beginning of period


345


309Cash and cash equivalents at end of period

$
283

$
309Supplemental disclosure of cash flow informationInterest payments

$
131

$
154Income tax payments, net

$
17

$
18


See Notes to Consolidated Condensed Financial Statements

6

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Table of Contents



TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY        (in $ millions and unaudited)

Shareholders' EquityCommon
Stock

Additional
Paid in
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Loss

Non-
Controlling
Interest in
Subsidiaries

Total
EquityBalance as of January 1, 2009

$


$
1,225

$
(773
)
$
(40
)
$
7

$
419Distribution to a parent company





(42
)










(42
)Capital contribution from a parent company





3











3Equity based compensation, net of repurchases





2











2Acquisition of businesses








1





7


8Comprehensive income (loss)Net income (loss)








(132
)




2


(130
)Currency translation adjustment, net of tax











6





6Unrealized gain on cash flow hedges, net of tax











14





14Defined benefit plan settlement











3





3Other unrealized gains, net of tax











1





1Total comprehensive income (loss)

















(106
)Balance as of June 30, 2009

$


$
1,188

$
(904
)
$
(16
)
$
16

$
284


See Notes to Consolidated Condensed Financial Statements

7

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Table of Contents



TRAVELPORT LIMITED        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS        (in $ millions and unaudited)

1. Basis of Presentation

Travelport Limited (the "Company") 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 5,500 employees and operates in 160 countries.
Travelport is a closely held company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California, One Equity Partners ("OEP")
of New York and Travelport management.

In
presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America ("US GAAP"), management
makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results
could differ from those estimates. In management's opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of these interim
results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial
statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission
("SEC") on March 12, 2009.

The
December 31, 2008 balance sheet was derived from audited financial statements but does not include all disclosures required by US GAAP. However, the Company believes that the
disclosures are adequate to make the information presented not misleading.

2. Recently Issued Accounting Pronouncements

Subsequent Events

In May 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 165, "Subsequent Events". This pronouncement is intended to establish general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The Company has adopted the provisions of this statement, effective June 30, 2009, as required. There was no material impact on
the Company's Consolidated Condensed Financial Statements resulting from the adoption of this standard.

Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued FASB Staff Position ("FSP") Financial Accounting Standard ("FAS") 107-1 and Accounting
Principles Board ("APB") 28-1 "Interim Disclosures about Fair Value of Financial Instruments". This pronouncement amended SFAS No. 107 "Disclosures about Fair Value of Financial
Instruments" to
require an entity to provide disclosures about fair value of financial instruments in the interim financial information. The Company has adopted this FSP effective June 30, 2009, as required.
There was no material impact on the Company's Consolidated Condensed Financial Statements resulting from the adoption of this standard.

8

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

Determining Fair Value under Market Value Decline

In April 2009, the FASB issued FSP FAS 157-4 "Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". This pronouncement clarifies the objective and method of fair value measurement even when there has
been a significant decrease in market activity for the asset being measured. The Company has adopted this standard effective June 30, 2009, as required. There was no impact on the Company's
Consolidated Condensed Financial Statements resulting from the adoption of this standard.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities". This
pronouncement establishes enhanced disclosure requirements for derivatives instruments and hedging activities. The Company adopted the provisions of this statement on January 1, 2009, as
required.

Business Combinations

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations". This pronouncement changes the
accounting treatment for certain specific items, including, but not limited to: acquisition costs are generally expensed as incurred; non-controlling interests are valued at fair value at
the acquisition date; acquired contingent liabilities are recorded at fair value at the acquisition date and subsequently measured at
either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; in-process research and development is recorded at fair value
as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination are generally expensed subsequent to the acquisition date; and changes in
deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally affect income tax expense. This pronouncement also includes several new disclosure
requirements. This pronouncement applies prospectively to business combinations for which the acquisition date was on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008, as well as recognizing adjustments to uncertain tax positions through earnings on all acquisitions regardless of the acquisition date. The Company adopted the provisions of
this statement on January 1, 2009, as required.

Non-controlling Interest in Consolidated Financial Statements

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interest in Consolidated Financial Statements".
This pronouncement requires non-controlling interests to be separately labeled and classified as part of equity and requires consolidated net income to be reported at amounts that include
the amounts attributable to both the parent and the non-controlling interest. This pronouncement also clarifies the accounting and reporting for deconsolidation of a subsidiary. The
Company adopted the provisions of this statement on January 1, 2009, as required.

9

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

3. Restructuring Charges

During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into the 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. During the three months ended June 30, 2009, the Company has continued to make significant progress on this restructuring program, including payment of retention and
severance related to several administrative functions being relocated from the United States to the United Kingdom. The recognition of the restructuring charges and the corresponding utilization of
accrued balances during the six months ended June 30, 2009 are summarized as follows:

Balance at January 1, 2009

$
10Restructuring charges


13Cash payments


(10
)Balance at June 30, 2009

$
13


Approximately
$2 million and $1 million of the restructuring charges incurred during the three months ended June 30, 2009 have been recorded within the GDS and GTA
segments, respectively, and approximately $4 million has been recorded within Corporate and other. For the six months ended June 30, 2009, approximately $4 million and
$3 million of the restructuring charges have been recorded within the GDS and GTA segments, respectively, and approximately $6 million has been recorded within
Corporate and other. The Company expects to incur $3 million of additional restructuring charges for personnel related costs during 2009. Further future charges may be incurred in relation to
exiting a number of lease arrangements in the United States as a result of relocations.

Approximately
$3 million and $1 million of the restructuring charges incurred during the three months ended June 30, 2008 were recorded within the GDS and GTA
segments, respectively, and approximately $1 million was recorded within Corporate and other. For the six months ended June 30, 2008, approximately $9 million and
$2 million of the restructuring charges were recorded within the GDS and GTA segments, respectively, and approximately $3 million was recorded within Corporate and other. Cash payments
for restructuring charges were $15 million during the six months ended June 30, 2008.

4. Other Current Assets

Other current assets comprise:

June 30,
2009

December 31,
2008Derivative contracts

$
69

$
50Upfront inducement payments and supplier deposits


67


59Sales and use tax receivables


42


45Prepaid expenses


18


21Other


23


26$
219

$
201


Certain
prior period amounts within other current assets have been reclassified for consistency with the current period presentation.

10

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

5. Intangible Assets

Intangible assets comprise:

As of June 30, 2009

As of December 31, 2008Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
AmountNon-Amortizable Intangible AssetsGoodwill

$
1,752







$
1,738Trademarks and tradenames

$
500







$
499Amortizable Intangible AssetsCustomer relationships

$
1,800

$
358

$
1,442

$
1,796

$
287

$
1,509Vendor relationships and other


50


7


43


50


7


43$
1,850

$
365

$
1,485

$
1,846

$
294

$
1,552


The
changes in the carrying amount of goodwill for the Company between December 31, 2008 and June 30, 2009 were as follows:

December 31,
2008

Additions

Foreign
Exchange

June 30,
2009GDS

$
972

$
6

$


$
978GTA


766





8


774$
1,738

$
6

$
8

$
1,752


In
June 2009, the Company made a small acquisition in the GDS business resulting in goodwill of $6 million. In addition, during the three months ended June 30, 2009, the
Company identified an additional contractual obligation of $6 million that should have been reflected in the opening balance sheet. As a result, the Company has recorded an adjustment to
goodwill and other current liabilities as at December 31, 2008.

As
a result of continued adverse conditions in the markets in which the Company operates, the Company continues to monitor goodwill and non-amortizable intangible assets, as
well as long-lived tangible assets, for possible impairment indicators.

The
net carrying amount of the trademarks and tradenames and other amortizable intangible assets increased by approximately $2 million as a result of foreign exchange
fluctuations.

The
assessment of the fair value of goodwill and other intangible assets requires the utilization of various assumptions, including projections of future cash flows and discount rates. A
change in these underlying assumptions could cause a change in the results of the tests, and as such, could cause the fair value to be less than the respective carrying amount. Although the Company
believes such assets are recoverable as of June 30, 2009, the Company cannot assure that these assets will not be impaired in future periods.

11

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

5. Intangible Assets (Continued)

Amortization
expense relating to all intangible assets was as follows:

Three Months
Ended
June 30, 2009

Three Months
Ended
June 30, 2008

Six Months
Ended
June 30, 2009

Six Months
Ended
June 30, 2008Customer relationships

$
34

$
35

$
67

$
70Vendor relationships and other





1


1


1Total

$
34

$
36

$
68

$
71


The
Company expects amortization expense relating to intangible assets to be approximately $69 million for the remainder of 2009 and $140 million, $135 million,
$130 million, $128 million and $124 million for each of the five succeeding fiscal years, respectively.

6. Orbitz Worldwide

The Company accounts for its investment of approximately 48% in Orbitz Worldwide under the equity method of accounting. As of June 30, 2009 and December 31, 2008, the
Company's investment in Orbitz Worldwide was $58 million and $214 million, respectively. The Company recorded an earnings (loss) of $5 million and $(156) million related to
its investment in Orbitz Worldwide for the three and six months ended June 30, 2009, respectively, within the equity in earnings (losses) of investment in Orbitz Worldwide on the Consolidated
Condensed Statements of Operations. For the three and six months ended June 30, 2008, respectively, the Company has recorded losses of $(3) million and $(10) million related to its investment
in Orbitz Worldwide within equity in earnings (losses) of investment in Orbitz Worldwide on the Consolidated Condensed Statements of Operations. The fair market value of the Company's investment in
Orbitz Worldwide at June 30, 2009 was approximately $75 million.

Presented
below are the summary results of operations for the three and six months ended June 30, 2009 and 2008, respectively, for Orbitz Worldwide.

Three Months
Ended
June 30, 2009

Three Months
Ended
June 30, 2008

Six Months
Ended
June 30, 2009

Six Months
Ended
June 30, 2008Statement of OperationsNet revenue

$
188

$
231

$
376

$
450Operating expenses


166


216


345


436Operating income


22


15


31


14Impairment of long-lived assets








(332
)

Interest expense, net


(12
)

(15
)

(27
)

(31
)Income (loss) before income taxes


10





(328
)

(17
)Income tax





(5
)

2


(3
)Net income (loss)

$
10

$
(5
)
$
(326
)
$
(20
)


During
the three and six months ended June 30, 2009, approximately $14 million and $39 million, respectively, of net revenue was earned by Orbitz Worldwide through
transactions with the Company.

12

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

6. Orbitz Worldwide (Continued)

During
the three and six months ended June 30, 2008, approximately $36 million and $64 million, respectively, of net revenue was earned by Orbitz Worldwide through transactions
with the Company.

The
results of Orbitz Worldwide for the six months ended June 30, 2009 were impacted by the impairment charge recorded by Orbitz Worldwide amounting to $332 million in the
period ended March 31, 2009. During that period, Orbitz Worldwide experienced a significant decline in its stock price and a decline in its operating results due to continued weakness in
economic and industry conditions. These factors, coupled with an increase in competitive pressures, resulted in the recognition of the impairment. See the Orbitz Worldwide Quarterly Reports on
Form 10-Q for the periods ended March 31, 2009 and June 30, 2009, as filed with the SEC, for further information.

As
of June 30, 2009, the Company did not have any amounts that were payable to Orbitz Worldwide. As of December 31, 2008, the Company had $10 million payable to
Orbitz Worldwide, which is included on the Consolidated Condensed Balance Sheet within accrued expenses and other current liabilities.

7. Long-Term Debt

Long-term debt consisted of:

Maturity

June 30,
2009

December 31,
2008Senior Secured Credit FacilityTerm loan facilityDollar-denominated

August 2013

$
1,852

$
1,713Euro-denominated

August 2013


490


488Senior notesDollar-denominated floating rate notes

September 2014


144


144Euro-denominated floating rate notes

September 2014


240


24397/8% notes

September 2014


443


443Senior subordinated notes117/8% Dollar-denominated notes

September 2016


247


247107/8% Euro-denominated notes

September 2016


199


205Revolver borrowings

August 2012





263Capital leases and other




59


56Total debt




3,674


3,802Less: Current portion




27


19Long-term debt



$
3,647

$
3,783


During
the three months ended June 30, 2009, the Company borrowed $150 million principal amount in additional term loans, discounted to $144 million, under its
senior secured credit facility. The additional term loans mature on the same maturity date as the existing term loans, and the Company is required to repay in quarterly installments in aggregate
annual amounts equal to 1.00% of the initial principal amount thereof. The additional term loans have an interest rate of 7.5% above USLIBOR, with a USLIBOR minimum of 3%.

13

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

7. Long-Term Debt (Continued)

During the six months ended June 30, 2009, the Company repurchased, approximately $10 million
principal amount of its Euro-denominated notes at a discount, resulting in a $6 million gain from early extinguishment of debt. In addition, the principal amount of
Euro-denominated long-term debt increased by approximately $3 million as a result of foreign exchange fluctuations, which are largely offset with foreign exchange hedge
instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and accrued expenses and other current liabilities on the Consolidated
Condensed Balance Sheet. During the six months ended June 30, 2009, the Company repaid approximately $5 million of debt under its senior secured credit facility as required under the
senior secured credit agreement. The Company also repaid approximately $263 million of debt under its revolving credit facility, and approximately $5 million under its capital lease
obligations. The Company entered into additional capital lease obligations of approximately $8 million during the six month period ended June 30, 2009.

The
Company's aggregate revolving credit facility commitment of $300 million is with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of
Lehman. The availability under the $300 million revolving credit facility has been reduced by $30 million due to LCPI's status as a defaulting lender. As of June 30, 2009, there were no
borrowings outstanding under the Company's revolving credit facility.

In
addition, the Company had a synthetic letter of credit facility of $150 million. As of June 30, 2009, the Company had approximately $138 million of commitments
outstanding under the Company's synthetic letter of credit facility, including commitments of approximately $65 million in letters of credit issued by the Company on behalf of Orbitz Worldwide
pursuant to the Separation Agreement with Orbitz Worldwide. As of June 30, 2009, this facility has a remaining capacity of $12 million.

The
fair value of the Company's total debt amounted to $2,650 million and $1,537 million as of June 30, 2009 and December 31, 2008, respectively. The fair
value of the senior notes and senior subordinated notes have been calculated based on quoted prices in active markets for identical debt instruments. The fair value of the term loan facility is based
on market observable inputs.

8. Fair Value Disclosures of Derivative Instruments and Hedging Activities

The Company's financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy
in accordance with SFAS No. 157 and are categorized as Level 2Significant Other Observable Inputs.

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. The Company does not use derivatives for trading or speculative purposes. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and
interpreted ("SFAS No. 133"), the Company records all derivatives at fair value either as assets or liabilities. Fair value of derivative instruments is determined using pricing models that use
inputs from actively quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to the Company's own credit risk and
counterparty credit risk. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments is recorded as a component of other comprehensive income. Changes in
fair value of derivatives not designated as

14

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

8. Fair Value Disclosures of Derivative Instruments and Hedging Activities (Continued)

hedging
instruments are recognized currently in earnings in the Consolidated Condensed Statements of Operations.

The
Company uses foreign currency forward contracts to manage its exposures to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and
payables and forecasted earnings of its non-U.S. subsidiaries. The Company primarily enters into foreign currency forward contracts to manage its foreign currency exposure to the British pound, Euro,
Australian dollar and Japanese yen. All the forward contracts that the Company utilizes do not qualify for hedge accounting treatment under SFAS No. 133. 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.

A
portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations and foreign currency exchange rates. The Company uses various hedging
strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt and to manage its exposure to changes in foreign currency exchange rates associated with
its Euro-denominated debt. The primary interest rate exposure at December 31, 2008 and June 30, 2009 was to interest rate fluctuations in the United States and Europe,
specifically USLIBOR and EURIBOR interest rates. The Company currently uses interest rate and cross-currency swaps as the derivative instruments in these hedging strategies. Several derivatives used
to manage the risk associated with our floating rate debt and Euro-denominated debt were designated as cash flow hedges. As of June 30, 2009, the Company's interest rate hedges
cover transactions for periods that do not exceed three years.

15

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

8. Fair Value Disclosures of Derivative Instruments and Hedging Activities (Continued)

Presented
below is a summary of the fair value of the Company's derivative contracts recorded on the balance sheet at fair value.

Asset

LiabilityFair Value asset
(liability)



Fair Value asset
(liability)Balance Sheet
Location

June 30,
2009

December 31,
2008

Balance Sheet
Location

June 30,
2009

December 31,
2008Derivatives designated as hedging instruments under SFAS 133Interest rate swaps

Other current assets

$
(20
)
$
(34
)
Accrued expenses and other current liabilities

$
(10
)
$
(12
)Foreign exchange impact of cross currency swaps

Other current assets


82


79

Accrued expenses and other current liabilities


(6
)

(6
)$
62

$
45



$
(16
)
$
(18
)Derivatives not designated as hedging instruments under SFAS 133Interest rate swaps

Other current assets







Accrued expenses and other current liabilities


(26
)

(27
)Foreign exchange forward contracts

Other current assets


7


5

Accrued expenses and other current liabilities


(4
)

(18
)Total derivatives not designated as hedging instruments under SFAS 133




7


5




(30
)

(45
)$
69

$
50



$
(46
)
$
(63
)


Presented below is the impact that changes in fair values of derivatives designated as hedges had on accumulated other comprehensive income and
income during the periods and the impact derivatives not designated as hedges had on income during the periods.

Amount of Gain
(Loss) Recognized
in Other
Comprehensive
Income

Amount of Gain
(Loss) Recognized
in Other
Comprehensive
Income



Amount of Gain
(Loss) Recorded
into Income

Amount of Gain
(Loss) Recorded
into IncomeThree Months
Ended

Six Months
Ended



Three Months
Ended

Six Months
EndedJune 30,
2009

June 30,
2008

June 30,
2009

June 30,
2008

Location of Gain (Loss)
Recorded into Income

June 30,
2009

June 30,
2008

June 30,
2009

June 30,
2008Derivatives designated as hedging instruments under SFAS 133Interest rate swaps

$
(2
)
$
12

$
(3
)
$


Interest expense, net

$
(9
)
$
1

$
(15
)
$
2Foreign exchange impact of cross currency swaps


52


(4
)

3


79

Selling, general and administrative


52


(4
)

3


79Derivatives not designated as hedging instruments under SFAS 133Interest rate swaps













Interest expense, net


(7
)

23


(8
)

23Foreign exchange forward contracts













Selling, general and administrative


16


3


10


2$
52

$
23

$
(10
)
$
106


The total amount of gain or (loss) reclassified into income from accumulated other comprehensive income for the interest rate swaps designated as
hedges includes amounts for ineffectiveness of

16

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

8. Fair Value Disclosures of Derivative Instruments and Hedging Activities (Continued)

$0 million
and $1 million for the three months ended June 30, 2009 and 2008, respectively and $2 million and $1 million for the six months ended June 30, 2009 and 2008
respectively.

9. Equity-based compensation

As detailed in the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2009, the Company has several equity-based long-term
incentive programs for
the purpose of retaining certain key employees. Under these programs, key employees were granted restricted equity units and profit interests in the partnership that owns 100% of the Company.

During
the three months ended June 30, 2009, the board of directors of the partnership awarded the grant of 33.3 million restricted equity units under the 2009 Travelport
Long-Term Incentive Plan. Of these, 8.2 million restricted equity units were recognized for accounting purposes as being granted in the three months ended June 30, 2009, and it is
expected that the remainder will be granted over each of the subsequent three years through December 31, 2012. The level of award vesting each year is dependent upon continued service and
performance measures of the business as established by the board of directors. The fair value of the restricted equity units granted is based on a valuation of the total equity of the partnership that
owns 100% of the Company, at the time of each grant.

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

Restricted Equity UnitsClass A-2Number
of Shares

Weighted
Average
Grant Date
Fair ValueBalance, December 31, 2008


82,121,923

$
2.44Granted at fair market value


8,200,083

$
1.10Net share settlement and repurchases


(415,189
)
$
2.39Forfeited


(48,852
)
$
1.96Balance, June 30, 2009


89,857,965

$
2.32


The Company recorded non-cash equity compensation expense related to the 2009 Travelport Long-Term Incentive Plan of $2 million
for both the three and six months ended June 30, 2009. In addition, the Company recorded less than $1 million and $1 million of non-cash equity compensation expense
for the three and six months ended June 30, 2009, respectively, under previous years programs.

The
Company did not record any non-cash equity compensation expense for the three and six months ended June 30, 2008.

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

17

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

10. Commitments and Contingencies (Continued)

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 2008 Consolidated Condensed Financial Statements included in its Annual Report on Form 10-K filed with the SEC on
March 12, 2009.

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

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

11. Segment Information

Management evaluates the performance of the Company based upon net revenue and "EBITDA", which is defined as income from operations before income taxes and equity in earnings (losses) of
investment in Orbitz Worldwide, 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

18

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

11. Segment Information (Continued)

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

Three Months
Ended
June 30,
2009

Three Months
Ended
June 30,
2008

Six Months
Ended
June 30,
2009

Six Months
Ended
June 30,
2008GDSNet revenue

$
515

$
592

$
1,026

$
1,184Segment EBITDA(b)


167


161


319


325GTANet revenue


77


111


119


185Segment EBITDA


21


36


10


45Corporate and otherEBITDA(a)(b)


(5
)

(10
)

(27
)

(40
)Consolidated TotalsNet revenue

$
592

$
703

$
1,145

$
1,369EBITDA

$
183

$
187

$
302

$
330


---

Provided
below is a reconciliation of EBITDA to income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide:

Three Months
Ended
June 30,
2009

Three Months
Ended
June 30,
2008

Six Months
Ended
June 30,
2009

Six Months
Ended
June 30,
2008EBITDA

$
183

$
187


$302


$330Interest expense, net


(72
)

(52
)

(138
)

(138
)Depreciation and amortization


(62
)

(62
)

(124
)

(129
)Income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide

$
49

$
73

$
40

$
63


19

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

11. Segment Information (Continued)

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

June 30,
2009

December 31,
2008GDS

$
3,039

$
3,019GTA


1,885


1,907Corporate and other


426


644Total

$
5,350

$
5,570


12. Subsequent Events

In July 2009, the Board of Directors of the Company declared and the Company paid a distribution of approximately $152 million to its parent company.

The
Consolidated Condensed Financial Statements have been prepared evaluating all the subsequent events occurring after June 30, 2009 up to August 6, 2009, the date of
issuance of these Consolidated Condensed Financial Statements.

13. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following consolidating condensed financial information presents the Company's Consolidating Condensed Balance Sheets as of June 30, 2009 and December 31, 2008 and the
Consolidating Condensed Statements of Operations for the three and six months ended June 30, 2009 and 2008 and Statements of Cash Flows for the six months ended June 30, 2009 and 2008
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, the Intermediate Parent Guarantor and the Issuer with the guarantor and non-guarantor subsidiaries;
and (g) the Company on a consolidated basis, respectively.

20

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Three Months Ended June 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
258

$
334

$


$
592Cost and expensesCost of revenue











207


79





286Selling, general and administrative


(12
)




3


(31
)

167





127Restructuring charges











5


2





7Depreciation and amortization











44


18





62Other income











(5
)







(5
)Total costs and expenses, net


(12
)




3


220


266





477Operating income (loss)


12





(3
)

38


68





115Interest expense, net








(70
)

(2
)







(72
)Gain on early extinguishment of debt








6











6Equity in earnings (losses) of subsidiaries


27


(31
)

36








(32
)

Income (loss) from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


39


(31
)

(31
)

36


68


(32
)

49Provision for income taxes





(1
)




1


(14
)




(14
)Equity in earnings of investment in Orbitz Worldwide





5














5Net income (loss)


39


(27
)

(31
)

37


54


(32
)

40Less: Net income attributable to non-controlling interest in subsidiaries











(1
)







(1
)Net income (loss) attributable to the Company

$
39

$
(27
)
$
(31
)
$
36

$
54

$
(32
)
$
39


21

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Six Months Ended June 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
554

$
591

$


$
1,145Cost and expensesCost of revenue











301


263





564Selling, general and administrative


(12
)




3


(7
)

293





277Restructuring charges











10


3





13Depreciation and amortization











89


35





124Other income











(5
)







(5
)Total costs and expenses, net


(12
)




3


388


594





973Operating income (loss)


12





(3
)

166


(3
)




172Interest expense, net








(133
)

(5
)







(138
)Gain on early extinguishment of debt








6











6Equity in earnings (losses) of subsidiaries


(144
)

30


160








(46
)

Income (loss) from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


(132
)

30


30


161


(3
)

(46
)

40Provision for income taxes





(1
)




1


(14
)




(14
)Equity in losses of investment in Orbitz Worldwide





(156
)













(156
)Net income (loss)


(132
)

(127
)

30


162


(17
)

(46
)

(130
)Less: Net income attributable to non-controlling interest in subsidiaries











(2
)







(2
)Net income (loss) attributable to the Company

$
(132
)
$
(127
)
$
30

$
160

$
(17
)
$
(46
)
$
(132
)


22

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
299

$
404

$


$
703Cost and expensesCost of revenue











164


198





362Selling, general and administrative


(3
)










156





153Restructuring charges











5








5Depreciation and amortization











41


21





62Other expense











5








5Total costs and expenses


(3
)







215


375





587Operating income


3








84


29





116Interest expense, net








(48
)

(4
)







(52
)Gain on early extinguishment of debt








9











9Equity in earnings (losses) of subsidiaries


56


40


79








(175
)

Income (loss) from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


59


40


40


80


29


(175
)

73Provision for income taxes











(1
)

(10
)




(11
)Equity in losses of investment in Orbitz Worldwide





(3
)













(3
)Net income (loss)


59


37


40


79


19


(175
)

59Less: Net income attributable to non-controlling interest in subsidiaries




















Net income (loss) attributable to the Company

$
59

$
37

$
40

$
79

$
19

$
(175
)
$
59


23

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
588

$
781

$


$
1,369Cost and expensesCost of revenue











336


366





702Selling, general and administrative


(5
)




4


11


326





336Restructuring charges











9


5





14Depreciation and amortization











88


41





129Other expense











5








5Total costs and expenses


(5
)




4


449


738





1,186Operating income (loss)


5





(4
)

139


43





183Interest expense, net








(130
)

(8
)







(138
)Gain on early extinguishment of debt








18











18Equity in earnings (losses) of subsidiaries


25


12


128








(165
)

Income (loss) from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


30


12


12


131


43


(165
)

63Provision for income taxes











(3
)

(20
)




(23
)Equity in losses of investment in Orbitz Worldwide





(10
)













(10
)Net income (loss)


30


2


12


128


23


(165
)

30Less: Net income attributable to non-controlling interest in subsidiaries




















Net income (loss) attributable to the Company

$
30

$
2

$
12

$
128

$
23

$
(165
)
$
30


24

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of June 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
170

$


$


$
40

$
73

$


$
283Accounts receivable, net











86


314





400Deferred income taxes














7





7Other current assets


7





75


33


104





219Total current assets


177





75


159


498





909Investment in subsidiary/intercompany


90


(1,501
)

2,082








(671
)

Property and equipment, net











337


135





472Goodwill











996


756





1,752Trademarks and tradenames











270


230





500Other intangible assets, net











670


815





1,485Non-current deferred income taxes











3


(3
)




Investment in Orbitz Worldwide





58














58Other non-current assets


5





32


79


58





174Total assets

$
272

$
(1,443
)
$
2,189

$
2,514

$
2,489

$
(671
)
$
5,350Liabilities and equityCurrent liabilities:Accounts payable

$


$


$


$
29

$
116

$


$
145Accrued expenses and other current liabilities


4


29


75


160


537





805Current portion of long-term debt








12


15








27Total current liabilities


4


29


87


204


653





977Long-term debt








3,603


44








3,647Deferred income taxes











31


203





234Other non-current liabilities











145


63





208Total liabilities


4


29


3,690


424


919





5,066Total shareholders' equity/intercompany


268


(1,472
)

(1,501
)

2,082


1,562


(671
)

268Equity attributable to non-controlling interest in subsidiaries











8


8





16Total equity


268


(1,472
)

(1,501
)

2,090


1,570


(671
)

284Total liabilities and equity

$
272

$
(1,443
)
$
2,189

$
2,514

$
2,489

$
(671
)
$
5,350


25

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
94

$


$


$
189

$
62

$


$
345Accounts receivable, net











78


294





372Deferred income taxes














7





7Other current assets


5





59


39


98





201Total current assets


99





59


306


461





925Investment in subsidiary/intercompany


321


(1,082
)

2,652








(1,891
)

Property and equipment, net











407


84





491Goodwill











996


742





1,738Trademarks and tradenames











313


186





499Other intangible assets, net











945


607





1,552Investment in Orbitz Worldwide











3


(3
)




Non-current deferred income taxes





214














214Other non-current assets


6





33


78


34





151Total assets

$
426

$
(868
)
$
2,744

$
3,048

$
2,111

$
(1,891
)
$
5,570Liabilities and equityCurrent liabilities:Accounts payable

$


$


$


$
27

$
113

$


$
140Accrued expenses and other current liabilities


14


38


80


131


501





764Current portion of long-term debt








10


9








19Total current liabilities


14


38


90


167


614





923Long-term debt








3,736


47








3,783Deferred income taxes











30


208





238Other non-current liabilities











145


62





207Total liabilities


14


38


3,826


389


884





5,151Total shareholders' equity/intercompany


412


(906
)

(1,082
)

2,652


1,227


(1,891
)

412Equity attributable to non-controlling interest in subsidiaries











7








7Total equity


412


(906
)

(1,082
)

2,659


1,227


(1,891
)

419Total liabilities and equity

$
426

$
(868
)
$
2,744

$
3,048

$
2,111

$
(1,891
)
$
5,570


26

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  For the Six Months Ended June 30, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss) attributable to the Company

$
(132
)
$
(127
)
$
30

$
160

$
(17
)
$
(46
)
$
(132
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











89


35





124(Gain) loss on sale of assets











(5
)







(5
)Provision for bad debts














10





10Equity-based compensation











3








3Gain on early extinguishment of debt








(6
)










(6
)Amortization of debt finance costs








8











8Gain on interest rate derivative instruments








(3
)










(3
)Gain on foreign exchange derivative instruments


(12
)




(4
)










(16
)Equity in earnings (losses) of investment in Orbitz Worldwide





156














156Non-controlling interest in subsidiaries











2








2FASA liability











(17
)







(17
)Deferred income taxes











2


(7
)




(5
)Equity in earnings (losses) of subsidiaries


144


(30
)

(160
)







46


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











(8
)

(25
)




(33
)Other current assets











6


(2
)




4Accounts payable, accrued expenses and other current liabilities





1


(5
)

31


27





54Other








1


(2
)

(9
)




(10
)Net cash provided by (used in) operating activities








(139
)

261


12





134Investing activitiesProperty and equipment additions











(18
)

(1
)




(19
)Proceeds from sale of assets











5








5Acquisition related payments and other











1


(2
)




(1
)Net intercompany funding


118





270


(386
)

(2
)




Net cash provided by (used in) investing activities


118





270


(398
)

(5
)




(15
)Financing activitiesPrincipal repayments








(272
)

(5
)







(277
)Proceeds from new borrowings








144











144Debt finance costs








(3
)










(3
)Net share settlement for equity-based compensation











(7
)







(7
)Distribution to a parent company


(42
)
















(42
)Net cash used in financing activities


(42
)




(131
)

(12
)







(185
)Effect of changes in exchange rates on cash and cash equivalents














4





4Net increase (decrease) in cash and cash equivalents


76








(149
)

11





(62
)Cash and cash equivalents at beginning of period


94








189


62





345Cash and cash equivalents at end of period

$
170

$


$


$
40

$
73

$


$
283


27

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(in $ millions and unaudited)

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

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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss) attributable to the Company

$
30

$
2

$
12

$
128

$
23

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











88


41





129(Gain) loss on sale of assets











5








5Provision for bad debts











3


4





7Gain on early extinguishment of debt








(18
)










(18
)Amortization of debt finance costs


2





7


2








11Gain on interest rate derivative instruments








(23
)










(23
)Gain on foreign exchange derivative instruments








(5
)










(5
)Equity in earnings (losses) of investment in Orbitz Worldwide





10














10FASA liability











(17
)







(17
)Deferred income taxes











2


(8
)




(6
)Equity in earnings (losses) of subsidiaries


(25
)

(12
)

(128
)







165


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











1


(79
)




(78
)Other current assets











10


(16
)




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








(1
)

7


123





129Other


5





7


(31
)

4





(15
)Net cash provided by (used in) operating activities


12





(149
)

198


92





153Investing activitiesProperty and equipment additions











(34
)

(12
)




(46
)Acquisition related payments and other





3





(3
)

(2
)




(2
)Net intercompany funding


(17
)

(3
)

257


(125
)

(112
)




Net cash provided by (used in) investing activities


(17
)




257


(162
)

(126
)




(48
)Financing activitiesPrincipal repayments








(108
)

(1
)







(109
)Net cash used in financing activities








(108
)

(1
)







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














4





4Net increase (decrease) in cash and cash equivalents


(5
)







35


(30
)




Cash and cash equivalents at beginning of period


221








(6
)

94





309Cash and cash equivalents at end of period

$
216

$


$


$
29

$
64

$


$
309


28

---





Table of Contents

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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and
accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with the 2008 consolidated financial statements included in our Annual Report on
Form 10-K filed with the SEC on March 12, 2009. 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 business primarily focuses 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A leading wholesaler of accommodation and destination services to travel agencies and tour operators, who then sell to individual travelers or
groups of travelers. The GTA businesses consist principally of:



Critical Accounting Policies

In presenting our financial statements in conformity with US GAAP, we are required to make estimates and assumptions that affect
the amounts reported and related disclosures. Several of the estimates and assumptions we are required to make are related to matters that are inherently uncertain as they pertain to future events. If
there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe
that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. The financial statements in this Quarterly Report on
Form 10-Q should be read in conjunction with our Annual Report on Form 10-K filed with the SEC on March 12, 2009, which includes a description of our
critical accounting policies that involve subjective and complex judgments that could potentially affect reported results. While there have been no material changes to our critical accounting policies
as to the methodologies or assumptions we apply under them, we continue to monitor such methodologies and assumptions.

29

---



Table of Contents

Results of Operations

Management uses Segment EBITDA (defined as income (loss) from operations before income taxes and equity in earnings (losses) of
investment in Orbitz Worldwide, interest expense, net and depreciation and amortization) to measure underlying 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 compensates for the limitations of using non-US 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.

As
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.

Three Months Ended June 30, 2009 compared to Three Months Ended June 30, 2008

Three Months
Ended
June 30,

Change2009

2008

$

%Net revenue

$
592

$
703

$
(111
)

(16
)Costs and expensesCost of revenue


286


362


(76
)

(21
)Selling, general and administrative


127


153


(26
)

(17
)Restructuring charges


7


5


2


40Depreciation and amortization


62


62





Other (income) expense


(5
)

5


(10
)

*Total costs and expenses, net


477


587


(110
)

(19
)Operating income


115


116


(1
)

(1
)Interest expense, net


(72
)

(52
)

(20
)

(38
)Gain on early extinguishment of debt


6


9


(3
)

(33
)Income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


49


73


(24
)

(33
)Provision for income taxes


(14
)

(11
)

(3
)

(27
)Equity in earnings (losses) of investment in Orbitz Worldwide


5


(3
)

8


*Net income


40


59


(19
)

(32
)Less: Net income attributable to non-controlling interest in subsidiaries


(1
)




(1
)

*Net income attributable to the Company

$
39

$
59

$
(20
)

(34
)


---

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

30

---



Table of Contents

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.

Our
results on a segment basis for the three months ended June 30, 2009 as compared to the three months ended June 30, 2008 are as follows:

Three Months
Ended
June 30,

Change2009

2008(a)

$

%GDSNet revenue

$
515
(b)
$
592

$
(77
)

(13
)Segment EBITDA


167
(c)

161
(d)

6


4GTANet revenue


77


111


(34
)

(31
)Segment EBITDA


21
(e)

36
(f)

(15
)

(42
)Corporate and other(g)EBITDA


(5
)

(10
)

5


50Combined TotalsNet revenue

$
592

$
703

$
(111
)

(16
)EBITDA

$
183

$
187

$
(4
)

(2
)


---

31

---



Table of Contents

Three Months
Ended
June 30,2009

2008Corporate and unallocated expenses

$
(16
)
$
(17
)Gain on early extinguishment of debt


6


9Gain on sale of assets


3


Restructuring and related activities


(4
)

(1
)Transaction and integration costs


(2
)

(2
)Equity compensation


(3
)

Sponsor monitoring


(2
)

(2
)Other, including gain on foreign currency derivatives


13


3$
(5
)
$
(10
)


Provided
below is a reconciliation of EBITDA to income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide:

Three Months
Ended
June 30,2009

2008EBITDA

$
183

$
187Interest expense, net


(72
)

(52
)Depreciation and amortization


(62
)

(62
)Income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide

$
49

$
73


Net Revenue

Net revenue decreased $111 million (16%) as a result of a $77 million (13%) decrease in GDS net revenue and a
$34 million (31%) decrease in GTA net revenue.

GDS
net revenue decreased $77 million as a result of a $73 million decrease in GDS revenue and a $4 million decrease in IT services and software revenue. The GDS
revenue decrease is due to a $63 million decrease in booking fees and a $10 million decrease in other GDS revenue. Americas booking fees decreased $13 million (7%) due to an 11%
decline in segments, partially offset by a 4% increase in yield. EMEA booking fees decreased by $44 million (18%) due to a 21% decline in segments, partially offset by a 3% increase in yield.
Asia Pacific booking fees decreased $6 million (9%) due to a 14% decline in segments, partially offset by a 5% increase in yield. Other GDS revenue decreased $10 million primarily as a
result of a decrease in subscriber fees. IT services and software revenue decreased $4 million primarily due to a decrease in fares, pricing and hosting revenues.

GDS
has continued to experience reduced global demand, as reflected in the reduction in segments, which is attributable to the current global economic conditions, including lowered
consumer confidence, reduced business travel and a reduction in airline capacity.

GTA
net revenue decreased $34 million (31%) primarily as a result of a 26% decrease in total transaction value ("TTV"). The decline in TTV is driven by 16% lower room nights and
unfavorable currency movements.

32

---



Table of Contents

Cost of Revenue

Cost of revenue decreased $76 million (21%) as a result of a decrease in GDS cost of revenue of $64 million, and a
decrease in GTA cost of revenue of $12 million.

GDS
cost of revenue decreased $64 million (19%) as a result of a $27 million (27%) decrease in telecommunications and technology costs and a $37 million (16%)
decrease in support payments and commissions. The 16% decrease in support payments and commissions is consistent with our worldwide decline in volume. The decrease in telecommunications and technology
costs reflects the synergies realized following the Worldspan acquisition, including the migration of our data center. The synergies have contributed to a reduction in costs of approximately
$20 million in 2009 compared to approximately $4 million in 2008.

GTA
cost of revenue decreased $12 million (46%) as a result of a decrease in transactions for which we take inventory risk.

Selling, General and Administrative Expenses (SG&A)

SG&A decreased $26 million (17%) due to decreases in GDS SG&A and GTA SG&A of $11 million and $7 million,
respectively, and an $8 million decrease in Corporate and other.

GDS
SG&A decreased $11 million (14%) due to $5 million of incremental synergies realized during 2009 as a result of the Worldspan acquisition and a decrease of
$6 million in other administrative costs primarily due to a recovery on a disputed commercial arrangement. The synergies have contributed to a reduction in costs of approximately
$15 million in 2009 compared to $10 million in 2008.

GTA
SG&A decreased $7 million (13%) primarily due to the favorable impact of exchange rate movements partially offset by increased bad debt expense of $4 million and cost
reduction initiatives.

Corporate
and other SG&A decreased $8 million (48%) primarily as a result of an $10 million increase in gain resulting from the impact of fair value adjustments to foreign
exchange derivatives.

Restructuring Charges

Restructuring charges increased $2 million as a result of a $1 million decrease in restructuring charges in the GDS
segment, offset by a $3 million increase in Corporate and other. The restructuring charges incurred in 2008 related primarily to the integration of Worldspan into our GDS business following the
acquisition of Worldspan in 2007. The restructuring charges incurred in 2009 relate primarily to the payment of retention and severance for personnel in administrative functions that have been
relocated from the United States to the United Kingdom.

Other Income

Other income in the three months ended June 30, 2009 is comprised of a $3 million gain on the sale of a patent and a gain
on sale of marketable securities amounting to $2 million within GDS. The loss of $5 million for the three months ended June 30, 2008 relates to disposal of assets within GDS.

Interest Expense, Net

Interest expense, net increased by $20 million (38%) primarily as a result of change in fair value of our interest rate swaps.

33

---



Table of Contents

Six Months Ended June 30, 2009 compared to Six Months Ended June 30, 2008

Six Months
Ended
June 30,

Change2009

2008

$

%Net revenue

$
1,145

$
1,369

$
(224
)

(16
)Costs and expensesCost of revenue


564


702


(138
)

(20
)Selling, general and administrative


277


336


(59
)

(18
)Restructuring charges


13


14


(1
)

(7
)Depreciation and amortization


124


129


(5
)

(4
)Other income, net


(5
)

5


(10
)

*Total costs and expenses, net


973


1,186


(213
)

(18
)Operating income


172


183


(11
)

(6
)Interest expense, net


(138
)

(138
)




Gain on early extinguishment of debt


6


18


(12
)

(67
)Income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide


40


63


(23
)

(37
)Provision for income taxes


(14
)

(23
)

9


39Equity in losses of investment in Orbitz Worldwide


(156
)

(10
)

(146
)

*Net income (loss) before non-controlling interest in subsidiaries


(130
)

30


(160
)

*Less: Net income attributable to non-controlling interest in subsidiaries


(2
)




(2
)

*Net income (loss) attributable to the Company

$
(132
)
$
30

$
(162
)

*


---

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.

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Our results on a segment basis for the six months ended June 30, 2009 as compared to the six months ended June 30, 2008 are as follows:

Six Months
Ended
June 30,

Change2009

2008(a)

$

%GDSNet revenue

$
1,026
(b)
$
1,184
(c)
$
(158
)

(13
)Segment EBITDA


319
(d)

325
(e)

(6
)

(2
)GTANet revenue


119


185


(66
)

(36
)Segment EBITDA


10
(f)

45
(g)

(35
)

(78
)Corporate and other(h)EBITDA


(27
)

(40
)

13


33Combined TotalsNet revenue

$
1,145

$
1,369

$
(224
)

(16
)EBITDA

$
302

$
330

$
(28
)

(8
)


---

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Six Months
Ended
June 30,2009

2008Corporate and unallocated expenses

$
(32
)
$
(40
)Gain on early extinguishment of debt


6


18Gain on sale of assets


3


Restructuring and related activities


(6
)

(3
)Transaction and integration costs


(4
)

(13
)Equity compensation


(3
)

Sponsor monitoring


(4
)

(3
)Other, including gain on foreign currency derivatives


13


1$
(27
)
$
(40
)


Provided
below is a reconciliation of EBITDA to income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide:

Six Months
Ended
June 30,2009

2008EBITDA

$
302

$
330Interest expense, net


(138
)

(138
)Depreciation and amortization


(124
)

(129
)Income from operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide

$
40

$
63


Net Revenue

Net revenue decreased $224 million (16%) as a result of a $158 million (13%) decrease in GDS net revenue and a
$66 million (36%) decrease in GTA net revenue.

GDS
net revenue decreased $158 million (13%) as a result of a $146 million decrease in GDS revenue and a $12 million decrease in IT services and software revenue.
The GDS revenue decrease is due to a $131 million decrease in booking fees and a $15 million decrease in other GDS revenue. Americas booking fees decreased by $36 million (9%) due
to a 14% decline in segments, partially offset by a 5% increase in yield. EMEA booking fees decreased by $78 million (16%) due to a 19% decline in segments, partially offset by a 3% increase in
yield. Asia Pacific booking fees decreased by $17 million (12%) due to a 15% decline in segments, partially offset by a 3% increase in yield. Other GDS revenue decreased $15 million
primarily as a result of lower subscriber fees. IT services and software revenue decreased $12 million primarily due to lower fares, pricing and hosting revenues.

GDS
has continued to experience reduced global demand, as reflected in the reduction in segments, which is attributable to the current global economic conditions, including lowered
consumer confidence, reduced business travel and a reduction in airline capacity.

GTA
net revenue decreased $66 million (36%) primarily as a result of a 28% decrease in TTV. The decline in TTV is driven by 18% lower room nights and unfavorable currency
movements.

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Cost of Revenue

Cost of revenue decreased $138 million (20%) as a result of a decrease in GDS cost of revenue of $122 million and a
decrease in GTA cost of revenue of $16 million.

GDS
cost of revenue decreased $122 million (18%) as a result of a $46 million (24%) decrease in telecommunications and technology costs and a $76 million (16%)
decrease in support payments and commissions. The 16% decrease in support payments and commissions is consistent with our worldwide decline in volume. The decrease in telecommunications and technology
costs reflect the synergies realized following the Worldspan acquisition, including the migration of our data center. The synergies have contributed to a reduction in costs of approximately
$38 million in 2009 compared to approximately $8 million in 2008.

GTA
cost of revenue decreased $16 million (43%) as a result of a decrease in transactions for which we take inventory risk.

Selling, General and Administrative Expenses (SG&A)

SG&A decreased $59 million (18%) primarily due to decreases in GDS SG&A and GTA SG&A of $18 million and
$16 million, respectively, and a $25 million decrease in Corporate and other.

GDS
SG&A decreased $18 million (10%) primarily as a result of $14 million of incremental synergies realized during 2009 as a result of the Worldspan acquisition and a
decrease of $7 million in other administrative costs primarily due to a recovery on a disputed commercial arrangement. The synergies have contributed to a reduction in costs of approximately
$30 million in 2009 compared to $16 million in 2008.

GTA
SG&A decreased $16 million (16%) primarily due to the favorable impact of exchange rate movements and cost reduction initiatives, partially offset by increased bad debt
expense of $8 million.

Corporate
and other SG&A decreased $25 million (47%) primarily as a result of a $12 million increase in gain resulting from the impact of fair value adjustments to foreign
exchange derivatives, a $9 million
reduction in transaction and integration costs and a $4 million decrease in other costs driven by the realization of Worldspan synergies.

Restructuring Charges

Restructuring charges decreased $1 million as a result of a $5 million decrease in restructuring charges in the GDS
segment, offset by a $1 million increase in the GTA segment and a $3 million increase in Corporate and other. The restructuring charges incurred in 2008 related primarily to the
integration of Worldspan into our GDS business following the acquisition of Worldspan in 2007. The restructuring charges incurred in 2009 relate primarily to the payment of retention and severance for
personnel in administrative functions that have been relocated from the United States to the United Kingdom.

Other Income

Other income in the six month period ended June 30, 2009 is comprised of a $3 million gain on the sale of a patent and a
$2 million gain on the sale of marketable securities within GDS. The loss of $5 million for the six months ended June 30, 2008 relates to the disposal of assets within GDS.

Interest Expense, Net

Interest expense, net remained unchanged primarily due to a $12 million reduction due to lower interest rates on our term loan
facility and an $8 million reduction in interest expense due to a lower

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debt
balance, offset by a $20 million increase as a result of the change in fair value of our interest rate swaps that are not classified as cash flow hedges.

Liquidity and Capital Resources

Our principal source of liquidity over the course of the year is cash flow generated from operations. We maintain an appropriate level
of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources, a committed credit facility and other committed and uncommitted lines of credit. As
of June 30, 2009, our financing needs were supported by $270 million of available capacity under our revolving credit facility and $12 million of capacity under our synthetic
letter of credit facility. 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 a result of the cash on our balance sheet and our ability to generate cash from operations and through access to our
revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for the foreseeable future.

Cash Flows

At June 30, 2009, we had $283 million of cash and cash equivalents, a decrease of $62 million as compared to
December 31, 2008. The following table summarizes the decrease:

Six Months
Ended
June 30,

Change2009

2008

$Cash provided by (used in):Operating activities

$
134

$
153

$
(19
)Investing activities


(15
)

(48
)

33Financing activities


(185
)

(109
)

(76
)Effects of exchange rate changes


4


4


Net change in cash and cash equivalents

$
(62
)
$


$
(62
)


Operating Activities.For the six months ended June 30, 2009, cash provided by operations was $134 million as compared to
cash provided
by operations of $153 million for the six months ended June 30, 2008. This is mainly due to $11 million lower operating income and $20 million less inflow from working
capital compared to the same period last year. There was $25 million of cash inflow from working capital in the six months ended June 30, 2009 compared to $45 million of cash
inflow from working capital in the six months ended June 30, 2008.

Investing Activities.The use of cash from investing activities for the six months ended June 30, 2009 was driven by
$19 million of
capital expenditures less $5 million of proceeds from asset sales. The use of cash from investing activities for the six months ended June 30, 2008 was driven by $46 million of
capital expenditures and $2 million of acquisition related payments.

Financing Activities.The use of cash in financing activities for the six months ended June 30, 2009 was $185 million due to
$277 million of principal repayments on borrowings, $42 million in cash distributions to a parent company, $7 million of payments for a net share settlement for participants of
our long-term equity plan and $3 million used for debt finance costs partially offset by $144 million received from the issuance of additional term loans. The principal
repayments on borrowings is comprised of $263 million of payments of amounts outstanding under the revolving credit facility, $5 million of mandatory term loan payments,
$5 million of capital lease payments and $10 million of euro-denominated debt repurchases which resulted in a $6 million gain. The use of cash from financing

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activities
for the six months ended June 30, 2008 was due to repurchases of debt totalling $109 million comprised of $121 million debt repurchased, which resulted in an
$18 million gain, $5 million of mandatory term loan payments and $1 million of capital lease payments.

Debt and Financing Arrangements

We borrowed $150 million in additional term loans, discounted to $144 million, during the six months ended
June 30, 2009. The additional term loans mature on the same maturity date as our existing term loans and we are required to repay the additional term loans in quarterly installments in
aggregate annual amounts equal to 1.00% of the initial principal amount thereof. The additional term loans have an interest rate of 7.5% above USLIBOR, with a USLIBOR minimum of 3%. During 2009, we
repaid approximately $5 million of debt under our senior secured credit facility as required under the senior secured credit agreement, $263 million of debt under our revolving credit
facility, and approximately $5 million under our capital lease obligations. We entered into additional capital lease obligations of approximately $8 million during the six months ended
June 30, 2009.

The
principal amount outstanding under the Euro-denominated long-term debt decreased by approximately $7 million as a result of (i) the repurchase
of approximately $10 million resulting in a gain of $6 million and (ii) $3 million increase due to exchange rate movements.

We
have an aggregate revolving credit facility commitment of $300 million with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of
Lehman. The availability under our $300 million revolving credit facility has been reduced by $30 million due to LCPI's status as a defaulting lender. As of June 30, 2009, there
were no borrowings outstanding under the revolving credit facility.

In
addition, we have a $150 million synthetic letter of credit facility. As of June 30, 2009, we had approximately $138 million of commitments outstanding under the
synthetic letter of credit facility, including commitments of approximately $65 million in letters of credit issued by us on behalf of Orbitz Worldwide pursuant to our Separation Agreement with
Orbitz Worldwide. As of June 30, 2009, this facility has a remaining capacity of $12 million.

As
of June 30, 2009, 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 and forecasted earnings of foreign subsidiaries. We primarily enter into derivative instruments to manage our foreign currency exposure to the
British pound, Euro, Australian dollar and Japanese yen. 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 instruments to create an appropriate mix of fixed and floating rate debt and to manage its exposure to changes in foreign currency exchange rates associated with its
Euro-denominated debt. The primary interest rate exposure at June 30, 2009 was to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We
currently use interest rate and cross-currency swaps as the derivative

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Table of Contents

instruments
in these hedging strategies. Several derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges.

Contractual Obligations

Our future contractual obligations have not changed significantly from the amounts reported within our 2008 financial statements
included in our Annual Report on Form 10-K filed with the SEC on March 12, 2009. 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 June 30, 2009
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, 2008 filed with
the SEC on March 12, 2009.

Item 4.    Controls and Procedures





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Table of Contents

PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

Item 1A.    Risk Factors

See Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended
December 31, 2008 filed with the SEC on March 12, 2009 and Part II, Item 1A, "Risk Factors," of our Quarterly Report on Form 10-Q for the quarter ended March 31,
2009 filed with the SEC on May 12, 2009 for a detailed discussion of the risk factors affecting our Company. 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, 2008 or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

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

Not Applicable.

Item 3.    Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5.    Other Information.

On August 3, 2009, our Board of Directors approved, and we entered into, Amended and Restated Employment Agreements with Jeff
Clarke, our President and Chief Executive Officer; Eric J. Bock, our Executive Vice President, Chief Administrative Officer and General Counsel; and Kenneth Esterow, our President and Chief Executive
Officer, GTA, which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated by referenced herein. The terms of the Amended and Restated Employments Agreements with
Messrs. Clarke, Bock and Esterow are substantially on the same terms as those entered into in September 2006, as described in Part III, Item 11, "Executive
CompensationEmployment Agreements," of our Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 12, 2009, except as
follows:







41

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42

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Item 6.    Exhibits.

See Exhibit Index.

43

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SIGNATURES

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

TRAVELPORT LIMITEDDate: August 6, 2009

/s/ MICHAEL E. RESCOE Michael Rescoe Executive Vice President and Chief Financial OfficerDate: August 6, 2009

/s/ SIMON GRAY Simon Gray Senior Vice President and Chief Accounting Officer


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EXHIBIT INDEX

Exhibit No.

Description3.1

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

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

Amendment No. 1, dated as of June 19, 2009, to the Second Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, and as further amended and
restated on May 23, 2007, among Travelport LLC, Travelport Limited, UBS AG, Stamford Branch, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, the lenders party thereto, Credit Suisse Securities (USA) LLC, as
Syndication Agent, and the other parties thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on June 19, 2009).10.2

Amended and Restated Employment Agreement of Jeff Clarke, dated as of August 3, 2009.10.3

Amended and Restated Employment Agreement of Eric J. Bock, dated as of August 3, 2009.10.4

Amended and Restated Employment Agreement of Kenneth Esterow, dated as of August 3, 2009.31.1

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.


45

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