10-Q

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission File No. 333-141714

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

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

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

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

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

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

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

Table of Contents

		Page
PART I	Financial Information	1
Item 1.	Financial Statements	1
	Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 (Restated)	1
	Consolidated Condensed Balance Sheets as of June 30, 2008 and December 31, 2007 (Restated)	2
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (Restated)	3
	Consolidated Condensed Statement of Changes in Shareholders' Equity for the Six Months Ended June 30, 2008	4
	Notes to Consolidated Condensed Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II	Other Information	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults upon Senior Securities	42
Item 4.	Submission of Matters to a Vote of Security Holders	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
	Signatures	43

FORWARD-LOOKING STATEMENTS

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

•

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



•

our ability to successfully integrate acquired businesses and realize anticipated benefits of past and future acquisitions, including the acquisition of Worldspan;



•

our ability to achieve expected cost savings and operational synergies from our re-engineering efforts and the acquisition of Worldspan;



•

our ability to successfully complete the consolidation of our system infrastructure and web and database servers for our Galileo and Worldspan GDS operations in Atlanta;



•

our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our businesses;



•

our ability to obtain travel supplier inventory from travel suppliers, such as airlines, hotels, car rental companies, cruise lines and other travel suppliers;



•

our ability to maintain existing relationships with travel agencies and tour operators and to enter into new relationships;



•

the impact on supplier capacity and inventory resulting from consolidation of the airline industry;



•

general economic and business conditions in the markets in which we operate, including fluctuations in currencies;



•

pricing, regulatory and other trends in the travel industry;



•

risks associated with doing business in multiple countries and in multiple currencies; and



•

maintenance and protection of our information technology and intellectual property.

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

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

i

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

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

ii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions)

	As Restated (See Note 2)						As Restated (See Note 2)
	Three Months Ended June 30, 2007			Three Months Ended June 30, 2008			Six Months Ended June 30, 2007			Six Months Ended June 30, 2008
Net revenue	$	715		$	703		$	1,381		$	1,369
Costs and expenses
Cost of revenue		285			362			565			702
Selling, general and administrative		301			158			562			341
Separation and restructuring charges		6			5			29			14
Depreciation and amortization		51			62			105			129
Other expense, net		2			—			2			—
Total costs and expenses		645			587			1,263			1,186
Operating income		70			116			118			183
Interest expense, net		(83	)		(52	)		(168	)		(138	)
Gain on early extinguishment of debt		—			9			—			18
Income (loss) from continuing operations before income taxes and equity in losses of investments, net		(13	)		73			(50	)		63
Provision for income taxes		(8	)		(11	)		(5	)		(23	)
Equity in losses of investments, net		—			(3	)		—			(10	)
Income (loss) from continuing operations, net of tax		(21	)		59			(55	)		30
Loss from discontinued operations		(1	)		—			(1	)		—
Net income (loss)	$	(22	)	$	59		$	(56	)	$	30

See Notes to Consolidated Condensed Financial Statements

1

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in millions)

		As Restated (See Note 2)
		December 31, 2007			June 30, 2008
Assets
Current assets:
	Cash and cash equivalents	$	309		$	309
	Accounts receivable, net		417			504
	Deferred income taxes		9			10
	Other current assets		252			340
	Assets of discontinued operations		36			—
Total current assets			1,023			1,163
Property and equipment, net			532			518
Goodwill			1,757			1,832
Trademarks and tradenames			510			524
Other intangible assets, net			1,717			1,702
Investment in Orbitz Worldwide			366			365
Non-current deferred income taxes			3			3
Other non-current assets			242			235
Total assets		$	6,150		$	6,342
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	191		$	228
	Accrued expenses and other current liabilities		827			936
	Current portion of long-term debt		17			19
	Deferred income taxes		—			1
	Liabilities of discontinued operations		8			—
Total current liabilities			1,043			1,184
Long-term debt			3,751			3,708
Deferred income taxes			261			275
Other non-current liabilities			209			171
Total liabilities			5,264			5,338
Commitments and contingencies (note 11)
Shareholders' equity:
Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding			—			—
Additional paid in capital			1,317			1,317
Accumulated deficit			(594	)		(564	)
Accumulated other comprehensive income			163			251
Total shareholders' equity			886			1,004
Total liabilities and shareholders' equity		$	6,150		$	6,342

See Notes to Consolidated Condensed Financial Statements

2

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

		As Restated (See Note 2)
		Six Months Ended June 30, 2007			Six Months Ended June 30, 2008
Operating activities of continuing operations
Net income (loss)		$	(56	)	$	30
Loss from discontinued operations			1			—
Income (loss) from continuing operations			(55	)		30
Adjustments to reconcile net income (loss) to net cash provided by operating activities from continuing operations
	Depreciation and amortization		105			129
	Deferred income taxes		(12	)		(6	)
	Provision for bad debts		4			7
	FASA liability		—			(17	)
	Amortization of debt issuance costs		10			11
	Non-cash charges related to tax sharing liability		6			—
	Gain on early extinguishment of debt		—			(18	)
	Unrealized gains on interest rate derivatives		—			(25	)
	Equity based compensation		13			—
	Equity in losses of investments, net		—			10
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable		(3	)		(78	)
	Other current assets		—			(6	)
	Accounts payable, accrued expenses and other current liabilities		267			129
Other			(19	)		(13	)
Net cash provided by operating activities of continuing operations			316			153
Investing activities of continuing operations
	Property and equipment additions		(64	)		(46	)
	Businesses acquired, net of cash and acquisition related payments		(7	)		(3	)
	Proceeds from asset sales		75			—
	Other		1			1
Net cash provided by (used in) investing activities of continuing operations			5			(48	)
Financing activities of continuing operations
Principal payments on borrowings			(111	)		(109	)
Issuance of common stock			2			—
Net cash used in financing activities of continuing operations			(109	)		(109	)
Effect of changes in exchange rates on cash and cash equivalents			4			4
Net increase in cash and cash equivalents from continuing operations			216			—
Cash and cash equivalents at beginning of period			87			309
Cash and cash equivalents at end of period			303			309
Less cash of discontinued operations			(1	)		—
Cash and cash equivalents of continuing operations		$	302		$	309
Supplemental disclosure of cash flow information
Interest payments		$	161		$	131
Income tax payments, net		$	16		$	18

See Notes to Consolidated Condensed Financial Statements

3

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(in millions)

	Common Stock		Additional Paid In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Shareholders' Equity
Balance as of January 1, 2008 (as restated, see note 2)	$	—	$	1,317	$	(594	)	$	163		$	886
Net income		—		—		30			—
Currency translation adjustment, net of tax of $0		—		—		—			85
Unrealized loss on cash flow hedges, net of tax of $0		—		—		—			(8	)
Unrealized gain on investments, net of tax of $0		—		—		—			11
Total comprehensive income												118
Balance as of June 30, 2008	$	—	$	1,317	$	(564	)	$	251		$	1,004

See Notes to Consolidated Condensed Financial Statements

4

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

1. Basis of Presentation

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

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

2. Restatement

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

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

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

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

5

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

STATEMENTS OF OPERATIONS

	Three Months Ended June 30, 2007						Six Months Ended June 30, 2007
	As Previously Reported			As Restated			As Previously Reported			As Restated
Net revenue	$	723		$	715		$	1,396		$	1,381
Costs and expenses
Cost of revenue		287			285			568			565
Selling, general and administrative		307			301			570			562
Separation and restructuring charges		6			6			29			29
Depreciation and amortization		52			51			107			105
Other expense, net		1			2			2			2
Total costs and expenses		653			645			1,276			1,263
Operating income		70			70			120			118
Interest expense, net		(83	)		(83	)		(168	)		(168	)
Loss from continuing operations before income taxes		(13	)		(13	)		(48	)		(50	)
Provision for income taxes		(8	)		(8	)		(5	)		(5	)
Loss from continuing operations, net of tax		(21	)		(21	)		(53	)		(55	)
Loss from discontinued operations		—			(1	)		—			(1	)
Net loss	$	(21	)	$	(22	)	$	(53	)	$	(56	)

6

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

BALANCE SHEET

		December 31, 2007
		As Previously Reported			As Restated
Assets
Current assets:
	Cash and cash equivalents	$	309		$	309
	Accounts receivable, net		416			417
	Deferred income taxes		9			9
	Other current assets		253			252
	Assets of discontinued operations		36			36
Total current assets			1,023			1,023
Property and equipment, net			541			532
Goodwill			1,746			1,757
Trademarks and tradenames			510			510
Other intangible assets, net			1,717			1,717
Investment in Orbitz Worldwide			364			366
Non-current deferred income taxes			3			3
Other non-current assets			236			242
Total assets		$	6,140		$	6,150
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	191		$	191
	Accrued expenses and other current liabilities		821			827
	Current portion of long-term debt		17			17
	Deferred income taxes		—			—
	Liabilities of discontinued operations		8			8
Total current liabilities			1,037			1,043
Long-term debt			3,751			3,751
Deferred income taxes			261			261
Other non-current liabilities			203			209
Total liabilities			5,252			5,264
Commitments and contingencies (note 11)
Shareholders' equity:
Common stock $1.00 par value; 12,000 shares authorized, 12,000 shares issued and outstanding			—			—
Additional paid in capital			1,311			1,317
Accumulated deficit			(587	)		(594	)
Accumulated other comprehensive income			164			163
Total shareholders' equity			888			886
Total liabilities and shareholders' equity		$	6,140		$	6,150

7

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

2. Restatement (Continued)

STATEMENT OF CASH FLOWS

		Six Months Ended June 30, 2007
		As Previously Reported			As Restated
Operating activities of continuing operations
Net loss		$	(53	)	$	(56	)
Loss from discontinued operations			—			1
Loss from continuing operations			(53	)		(55	)
Adjustments to reconcile net loss to net cash provided by operating activities from continuing operations
	Depreciation and amortization		107			105
	Deferred income taxes		(12	)		(12	)
	Provision for bad debts		4			4
	Amortization of debt issuance costs		10			10
	Non-cash charges related to tax sharing liability		6			6
	Equity based compensation		13			13
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable		(2	)		(3	)
	Accounts payable, accrued expenses and other current liabilities		264			267
Other			(19	)		(19	)
Net cash provided by operating activities of continuing operations			318			316
Investing activities of continuing operations
	Property and equipment additions		(64	)		(64	)
	Businesses acquired, net of cash and acquisition related payments		(7	)		(7	)
	Proceeds from asset sales		75			75
	Other		1			1
Net cash provided by investing activities of continuing operations			5			5
Financing activities of continuing operations
Principal payments on borrowings			(111	)		(111	)
Issuance of common stock			2			2
Net cash used in financing activities of continuing operations			(109	)		(109	)
Effect of changes in exchange rates on cash and cash equivalents			4			4
Net increase in cash and cash equivalents from continuing operations			218			216
Cash and cash equivalents at beginning of period			97			87
Cash and cash equivalents at end of period			315			303
Less cash of discontinued operations			—			(1	)
Cash and cash equivalents of continuing operations		$	315		$	302

8

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Recently Issued Accounting Pronouncements

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

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

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

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

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3—Valuations based on inputs that are unobservable and significant to overall fair value measurement.

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

9

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Recently Issued Accounting Pronouncements (Continued)

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

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

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

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

4. Discontinued Operations

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

10

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

4. Discontinued Operations (Continued)

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

	Three Months Ended June 30, 2007			Six Months Ended June 30, 2007
Net revenue	$	8		$	15
Costs and expenses
Cost of revenue		3			6
Selling general and administrative		5			8
Depreciation and amortization		1			2
Total costs and expenses		9			16
Loss before income taxes		(1	)		(1	)
Benefit for income taxes		—			—
Loss from discontinued operations, net of tax	$	(1	)	$	(1	)

5. Separation and Restructuring Charges

        Separation and restructuring charges consisted of:

	Three Months Ended June 30, 2007		Three Months Ended June 30, 2008		Six Months Ended June 30, 2007		Six Months Ended June 30, 2008
Separation costs	$	2	$	—	$	4	$	—
Restructuring charges		4		5		25		14
	$	6	$	5	$	29	$	14

Separation Costs

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

Restructuring Charges

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

11

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Separation and Restructuring Charges (Continued)

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

Balance at January 1, 2008	$	8
Restructuring charges		14
Cash payments		(15	)
Balance at June 30, 2008	$	7

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

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

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

6. Other Current Assets

        Other current assets consisted of:

	As of December 31, 2007		As of June 30, 2008
Derivative contracts	$	101	$	190
Prepaid expenses		46		50
Sales and use tax receivables		37		42
Other		68		58
	$	252	$	340

12

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Intangible Assets

        Intangible assets consisted of:

	As of December 31, 2007						As of June 30, 2008
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-Amortizable Intangible Assets
Goodwill	$	1,757					$	1,832
Trademarks and tradenames	$	510					$	524
Amortizable Intangible Assets
Customer relationships	$	1,826	$	157	$	1,669	$	1,884	$	233	$	1,651
Vendor relationships and other		52		4		48		56		5		51
	$	1,878	$	161	$	1,717	$	1,940	$	238	$	1,702

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

	Balance as of December 31, 2007		Adjustments to Goodwill Acquired in 2007		Foreign Exchange		Balance as of June 30, 2008
GDS	$	948	$	12	$	—	$	960
GTA		809		—		63		872
	$	1,757	$	12	$	63	$	1,832

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

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

        Amortization expense relating to all intangible assets was as follows:

	Three Months Ended June 30, 2007		Three Months Ended June 30, 2008		Six Months Ended June 30, 2007		Six Months Ended June 30, 2008
Customer relationships	$	31	$	35	$	61	$	70
Vendor relationships and other		—		1		1		1
Total	$	31	$	36	$	62	$	71

13

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Intangible Assets (Continued)

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

8. Orbitz Worldwide

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

Statement of Operations	Three Months Ended June 30, 2008			Six Months Ended June 30, 2008
Net revenue	$	231		$	450
Operating expenses		216			436
Operating income		15			14
Interest expense, net		(15	)		(31	)
Loss before income taxes		—			(17	)
Income tax provision		(5	)		(3	)
Net loss	$	(5	)	$	(20	)

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

14

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Long-Term Debt

        Long-term debt consisted of:

		Maturity	As of December 31, 2007		As of June 30, 2008
Senior Secured Credit Facility
Term loan facility
	Dollar-denominated	August 2013	$	1,723	$	1,718
	Euro-denominated	August 2013		510		551
Senior notes
	Dollar-denominated floating rate notes	September 2014		150		150
	Euro-denominated floating rate notes	September 2014		343		277
	97/8% notes	September 2014		450		450
Senior subordinated notes
	117/8% Dollar-denominated notes	September 2016		300		290
	107/8% Euro-denominated notes	September 2016		233		231
Capital leases and other				59		60
Total debt				3,768		3,727
Less: Current portion				17		19
Long-term debt			$	3,751	$	3,708

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

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

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

15

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

10. Fair Value Disclosures

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

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

		As of December 31, 2007			As of June 30, 2008
Marketable Securities—Leve1 1—Quoted Prices in Active Markets		$	4		$	5
Derivatives—Level 2—Significant Other Observable Inputs
	Unrealized foreign exchange gains on foreign currency interest rate swaps		133			195
	Foreign exchange forwards—assets		1			5
	Foreign exchange forwards—liabilities		(5	)		(4	)
	Unrealized loss on interest rate swaps		(37	)		(14	)

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

11. Commitments and Contingencies

Company Litigation

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

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

        In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of

16

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Commitments and Contingencies (Continued)

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

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

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

12. Segment Information

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

        The reportable segments presented below represent the Company's operating segments for which separate financial information is available and which is utilized on a regular basis by its management to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within Corporate and

17

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Segment Information (Continued)

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

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

	Three Months Ended June 30, 2007			Three Months Ended June 30, 2008			Six Months Ended June 30, 2007			Six Months Ended June 30, 2008
GDS
Net revenue	$	408		$	592		$	822		$	1,184
Segment EBITDA		120			164			235			330
GTA
Net revenue		88			111			145			185
Segment EBITDA		26			36			25			45
Orbitz Worldwide
Net revenue		235			—			447			—
Segment EBITDA		26			—			49			—
Corporate and other
EBITDA(a)		(51	)		(13	)		(86	)		(45	)
Intersegment eliminations(b)
Net revenue		(16	)		—			(33	)		—
Consolidated Totals
Net revenue	$	715		$	703		$	1,381		$	1,369
EBITDA	$	121		$	187		$	223		$	330

(a)

Corporate and other includes corporate general and administrative costs not allocated to the segments.

(b)

Consists primarily of eliminations related to the inducements paid by the Company's GDSs to Orbitz Worldwide.

18

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

12. Segment Information (Continued)

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

	Three Months Ended June 30, 2007			Three Months Ended June 30, 2008			Six Months Ended June 30, 2007			Six Months Ended June 30, 2008
EBITDA	$	121		$	187		$	223		$	330
Interest expense, net		(83	)		(52	)		(168	)		(138	)
Depreciation and amortization		(51	)		(62	)		(105	)		(129	)
Income (loss) from continuing operations before income taxes and equity in losses of investments, net	$	(13	)	$	73		$	(50	)	$	63

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

	As of December 31, 2007		As of June 30, 2008
GDS	$	3,228	$	3,192
GTA		2,087		2,219
Corporate and other		835		931
Total	$	6,150	$	6,342

13. Related Party Transactions

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

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

14. Guarantor and Non-Guarantor Condensed Financial Statements

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

19

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2007

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	342		$	385		$	(12	)	$	715
Cost and expenses
	Cost of revenue		—			—			—			190			107			(12	)		285
	Selling, general and administrative		—			—			—			60			241			—			301
	Separation and restructuring charges		—			—			—			6			—			—			6
	Depreciation and amortization		—			—			—			31			20			—			51
	Other expense, net		—			—			—			—			2			—			2
Total costs and expenses			—			—			—			287			370			(12	)		645
Operating income			—			—			—			55			15			—			70
Interest income (expense), net			7			—			(90	)		2			(2	)		—			(83	)
Equity in earnings (losses) of subsidiaries, net			(29	)		(35	)		61			—			—			3			—
Income (loss) before income taxes			(22	)		(35	)		(29	)		57			13			3			(13	)
Provision for income taxes			—			—			—			(2	)		(6	)		—			(8	)
Income (loss) from continuing operations, net of tax			(22	)		(35	)		(29	)		55			7			3			(21	)
Loss from discontinued operations, net of tax			—			—			—			—			(1	)		—			(1	)
Net income (loss)		$	(22	)	$	(35	)	$	(29	)	$	55		$	6		$	3		$	(22	)

20

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2007

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	667		$	741		$	(27	)	$	1,381
Cost and expenses
	Cost of revenue		—			—			—			297			295			(27	)		565
	Selling, general and administrative		—			—			—			160			402			—			562
	Separation and restructuring charges		—			—			—			29			—			—			29
	Depreciation and amortization		—			—			—			66			39			—			105
	Other expense, net		—			—			—			1			1						2
Total costs and expenses			—			—			—			553			737			(27	)		1,263
Operating income			—			—			—			114			4			—			118
Interest income (expense), net			7			—			(173	)		(2	)		—			—			(168	)
Equity in earnings (losses) of subsidiaries, net			(63	)		(64	)		115			—			—			12			—
Income (loss) before income taxes			(56	)		(64	)		(58	)		112			4			12			(50	)
Provision for income taxes			—			—			—			(3	)		(2	)		—			(5	)
Income (loss) from continuing operations, net of tax			(56	)		(64	)		(58	)		109			2			12			(55	)
Loss from discontinued operations, net of tax			—			—			—			—			(1	)		—			(1	)
Net income (loss)		$	(56	)	$	(64	)	$	(58	)	$	109		$	1		$	12		$	(56	)

21

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2008

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	299		$	404		$	—		$	703
Cost and expenses
	Cost of revenue		—			—			—			164			198			—			362
	Selling, general and administrative		(3	)		—						5			156			—			158
	Separation and restructuring charges		—			—			—			5			—			—			5
	Depreciation and amortization		—			—			—			41			21			—			62
Total costs and expenses			(3	)		—			—			215			375			—			587
Operating income			3			—			—			84			29			—			116
Interest expense, net			—			—			(48	)		(4	)		—			—			(52	)
Gain on early extinguishment of debt			—			—			9			—			—			—			9
Equity in earnings of subsidiaries, net			56			40			79			—			—			(175	)		—
Income from continuing operations before income taxes and equity in losses of investments, net			59			40			40			80			29			(175	)		73
Provision for income taxes			—			—			—			(1	)		(10	)		—			(11	)
Equity in losses of investments, net			—			(3	)		—			—			—			—			(3	)
Net income		$	59		$	37		$	40		$	79		$	19		$	(175	)	$	59

22

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2008

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	588		$	781		$	—		$	1,369
Cost and expenses
	Cost of revenue		—			—			—			336			366			—			702
	Selling, general and administrative		(5	)		—			4			16			326			—			341
	Separation and restructuring charges		—			—			—			9			5			—			14
	Depreciation and amortization		—			—			—			88			41			—			129
Total costs and expenses			(5	)		—			4			449			738			—			1,186
Operating income (loss)			5			—			(4	)		139			43			—			183
Interest expense, net			—			—			(130	)		(8	)		—			—			(138	)
Gain on early extinguishment of debt			—			—			18			—			—			—			18
Equity in earnings of subsidiaries, net			25			12			128			—			—			(165	)		—
Income from continuing operations before income taxes and equity in losses of investments, net			30			12			12			131			43			(165	)		63
Provision for income taxes			—			—			—			(3	)		(20	)		—			(23	)
Equity in losses of investments, net			—			(10	)		—			—			—			—			(10	)
Net income		$	30		$	2		$	12		$	128		$	23		$	(165	)	$	30

23

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEET

As of December 31, 2007

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Travelport Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	221	$	—		$	—		$	(6	)	$	94	$	—		$	309
	Accounts receivable, net		—		—			—			99			318		—			417
	Deferred income taxes		—		—			—			4			5		—			9
	Other current assets		2		—			99			68			83		—			252
	Assets of discontinued operations		—		—			—			—			36		—			36
Total current assets			223		—			99			165			536		—			1,023
Investment in subsidiary/intercompany			659		(1,003	)		2,602			—			—		(2,258	)		—
Property and equipment, net			—		—			—			442			90		—			532
Goodwill			—		—			—			974			783		—			1,757
Trademarks and tradenames			—		—			—			313			197		—			510
Other intangible assets, net			—		—			—			1,029			688		—			1,717
Investment in Orbitz Worldwide			—		366			—			—			—		—			366
Non-current deferred income taxes			—		—			—			—			3		—			3
Other non-current assets			9		—			42			132			59		—			242
Total assets		$	891	$	(637	)	$	2,743		$	3,055		$	2,356	$	(2,258	)	$	6,150
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	40		$	151	$	—		$	191
	Accrued expenses and other current liabilities		5		29			37			170			586		—			827
	Current portion of long-term debt		—		—			10			7			—		—			17
	Deferred income taxes		—		—			—			—			—		—			—
	Liabilities of discontinued operations		—		—			—			—			8		—			8
Total current liabilities			5		29			47			217			745		—			1,043
Long-term debt			—		—			3,699			52			—		—			3,751
Deferred income taxes			—		—			—			30			231		—			261
Other non-current liabilities			—		2			—			154			53		—			209
Total liabilities			5		31			3,746			453			1,029		—			5,264
Total shareholders' equity/intercompany			886		(668	)		(1,003	)		2,602			1,327		(2,258	)		886
Total liabilities and shareholders' equity		$	891	$	(637	)	$	2,743		$	3,055		$	2,356	$	(2,258	)	$	6,150

24

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEET

As of June 30, 2008

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Travelport Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	216	$	—		$	—		$	29	$	64	$	—		$	309
	Accounts receivable, net		—		—			—			97		407		—			504
	Deferred income taxes		—		—			—			4		6		—			10
	Other current assets		6		—			185			46		103		—			340
Total current assets			222		—			185			176		580		—			1,163
Investment in subsidiary/intercompany			778		(878	)		2,588			—		—		(2,488	)		—
Property and equipment, net			—		—			—			427		91		—			518
Goodwill			—		—			—			985		847		—			1,832
Trademarks and tradenames			—		—			—			313		211		—			524
Other intangible assets, net			—		—			—			990		712		—			1,702
Investment in Orbitz Worldwide			—		365			—			—		—		—			365
Non-current deferred income taxes			—		—			—			—		3		—			3
Other non-current assets			7		—			52			123		53		—			235
Total assets		$	1,007	$	(513	)	$	2,825		$	3,014	$	2,497	$	(2,488	)	$	6,342
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	40	$	188	$	—		$	228
	Accrued expenses and other current liabilities		3		52			36			176		669		—			936
	Current portion of long-term debt		—		—			10			9		—		—			19
	Deferred income taxes		—		—			—			—		1		—			1
Total current liabilities			3		52			46			225		858		—			1,184
Long-term debt			—		—			3,657			51		—		—			3,708
Deferred income taxes			—		—			—			28		247		—			275
Other non-current liabilities			—		—			—			122		49		—			171
Total liabilities			3		52			3,703			426		1,154		—			5,338
Total shareholders' equity/intercompany			1,004		(565	)		(878	)		2,588		1,343		(2,488	)		1,004
Total liabilities and shareholders' equity		$	1,007	$	(513	)	$	2,825		$	3,014	$	2,497	$	(2,488	)	$	6,342

25

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2007

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net income (loss)	$	(56	)	$	(64	)	$	(58	)	$	109		$	1		$	12		$	(56	)
Loss from discontinued operations		—			—			—			—			1			—			1
Income (loss) from continuing operations		(56	)		(64	)		(58	)		109			2			12			(55	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		—			—			—			66			39			—			105
Deferred income taxes		—			—			—			2			(14	)		—			(12	)
Provision for bad debts		—			—			—			—			4			—			4
Amortization of debt issuance costs		—			—			10			—			—			—			10
Non-cash charges related to tax sharing liability		—			—			—			6			—			—			6
Equity based compensation		—			—			—			13			—			—			13
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			—			(3	)		—			(3	)
Other current assets		—			—			—			—			—			—			—
Accounts payable, accrued expenses and other current liabilities		(13	)		—			45			(125	)		360			—			267
Investment in subsidiaries		63			64			(115	)		—			—			(12	)		—
Other		—			—			—			(7	)		(12	)		—			(19	)
Net cash provided by (used in) operating activities of continuing operations		(6	)		—			(118	)		64			376			—			316
Investing activities of continuing operations
Property and equipment additions		—			—			—			(48	)		(16	)		—			(64	)
Acquisition related payments		—			—			—			(7	)		—			—			(7	)
Proceeds from asset sales		—			—			—			—			75			—			75
Net intercompany funding		4			—			229			(14	)		(219	)		—			—
Other		—			—			—			—			1			—			1
Net cash provided by (used in) investing activities of continuing operations		4			—			229			(69	)		(159	)		—			5
Financing activities on continuing operations
Principal payments on borrowings		—			—			(111	)		—			—			—			(111	)
Issuance of common stock		2			—			—			—			—			—			2
Net cash provided by (used in) financing activities of continuing operations		2			—			(111	)		—			—			—			(109	)
Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			4			—			4
Net increase (decrease) in cash and cash equivalents from continuing operations		—			—			—			(5	)		221			—			216
Cash and cash equivalents at beginning of period		—			—			—			19			68			—			87
Cash and cash equivalents at end of period		—			—			—			14			289			—			303
Less cash of discontinued operations		—			—			—			—			(1	)		—			(1	)
Cash and cash equivalents of continuing operations	$	—		$	—		$	—		$	14		$	288		$	—		$	302

26

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2008

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net income	$	30		$	2		$	12		$	128		$	23		$	(165	)	$	30
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:
Depreciation and amortization		—			—			—			88			41			—			129
Deferred income taxes		—			—			—			2			(8	)		—			(6	)
Provision for bad debts		—			—			—			3			4			—			7
FASA liability		—			—			—			(17	)		—			—			(17	)
Amortization of debt issuance costs		2			—			7			2			—			—			11
Equity in losses of investments, net		—			10			—			—			—			—			10
Equity in losses of subsidiaries		(25	)		(12	)		(128	)		—			—			165			—
Gain on early extinguishment of debt		—			—			(18	)		—			—			—			(18	)
Unrealized gain on interest rate derivatives		—			—			(25	)		—			—			—			(25	)
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			1			(79	)		—			(78	)
Other current assets		—			—			—			10			(16	)		—			(6	)
Accounts payable, accrued expenses and other current liabilities		—			—			(1	)		7			123			—			129
Other		5			—			4			(26	)		4			—			(13	)
Net cash provided by (used in) operating activities of continuing operations		12			—			(149	)		198			92			—			153
Investing activities of continuing operations
Property and equipment additions		—			—			—			(34	)		(12	)		—			(46	)
Acquisition related payments		—			—			—			(3	)		—			—			(3	)
Net intercompany funding		(17	)		(3	)		257			(125	)		(112	)		—			—
Other		—			3			—			—			(2	)		—			1
Net cash provided by (used in) investing activities of continuing operations		(17	)		—			257			(162	)		(126	)		—			(48	)
Financing activities of continuing operations
Principal payments on borrowings		—			—			(108	)		(1	)		—			—			(109	)
Net used in financing activities of continuing operations		—			—			(108	)		(1	)		—			—			(109	)
Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			4			—			4
Net increase (decrease) in cash and cash equivalents from continuing operations		(5	)		—			—			35			(30	)		—			—
Cash and cash equivalents at beginning of period		221			—			—			(6	)		94			—			309
Cash and cash equivalents at end of period	$	216		$	—		$	—		$	29		$	64		$	—		$	309

27

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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" beginning on page i of this Form 10-Q. The following management's discussion and analysis of financial condition and results of operations gives effect to the restatement as described in Note 2—Restatement. Unless otherwise noted, all dollar amounts are in millions.

Segments

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

•

Global Distribution System ("GDS") business, consisting of Galileo and Worldspan GDSs, which provide aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds.



•

IT services and software business, which hosts mission critical applications and provides business solutions for major airlines.



•

Business Intelligence Services, a data analysis business.

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

RESULTS OF OPERATIONS

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

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

28

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

	Three Months Ended June 30,						Change
	2007			2008			$			%
Net revenue	$	715		$	703		$	(12	)		(2	)
Costs and expenses
Cost of revenue		285			362			77			27
Selling, general and administrative		301			158			(143	)		(48	)
Separation and restructuring charges		6			5			(1	)		(16	)
Depreciation and amortization		51			62			11			22
Other expenses, net		2			—			(2	)		100
Total costs and expenses		645			587			(58	)		9
Operating income		70			116			46			66
Interest expense, net		(83	)		(52	)		31			37
Gain on early extinguishment of debt		—			9			9			100
Income (loss) from continuing operations before income taxes and equity in losses of investments, net		(13	)		73			86			*
Provision for income taxes		(8	)		(11	)		(3	)		38
Equity in losses of investments, net		—			(3	)		(3	)		100
Income (loss) from continuing operations, net of tax		(21	)		59			80			*
Loss from discontinued operations, net of tax		(1	)		—			1			100
Net income (loss)	$	(22	)	$	59		$	81			*

(*)

Not meaningful

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

29

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

		Three Months Ended June 30,						Change
		2007			2008			$			%
GDS
	Net revenue	$	408	(a)	$	592	(c)	$	184			45
	Segment EBITDA		120	(b)		164	(d)		44			37
GTA
	Net revenue		88			111			23			26
	Segment EBITDA		26	(e)		36	(f)		10			38
Orbitz Worldwide
	Net revenue		235	(g)		—			(235	)		—
	Segment EBITDA		26	(h)		—			(26	)		—
Corporate and other(i)
	EBITDA		(51	)		(13	)		38			75
Intersegment Eliminations(j)
	Net revenue		(16	)		—			16			—
Consolidated Totals
	Net revenue	$	715		$	703		$	(12	)		(2	)
	EBITDA	$	121		$	187		$	66			55

(a)

Includes acquisition and related adjustments of $1 million.

(b)

Includes cost savings of $22 million, $3 million of restructuring costs, $3 million of integration costs related to the acquisition of Worldspan, $4 million net loss related to the disposal of assets, and acquisition and related adjustments of $1 million.

(c)

Includes $185 million of incremental net revenue from Worldspan.

(d)

Includes $41 million of incremental EBITDA contributed by Worldspan, cost savings of $31 million, $7 million of integration costs related to the acquisition of Worldspan, $3 million of restructuring costs, and $4 million net loss related to the disposal of assets.

(e)

Includes $3 million of costs associated with the acquisition of GTA by the predecessor in 2005, $2 million of cost savings and $1 million of restructuring costs.

(f)

Includes $2 million of cost savings, $1 million of restructuring costs and $1 million gain related to the disposal of assets.

(g)

Includes acquisition and related adjustments of $2 million.

(h)

Includes a one-time unfavorable contract termination cost of $13 million, acquisition and related adjustments of $2 million, $2 million of costs related to the migration of technology to a single platform across all the consumer brands and $1 million of transaction costs.

30

(i)

Corporate and other includes corporate general and administrative costs not allocated to the segments, as detailed below:

	Three Months Ended June 30,
	2007			2008
Corporate and unallocated expenses	$	(30	)	$	(20	)
Gain on early extinguishment of debt		—			9
Restructuring and related activities		—			(1	)
Separation costs		(2	)		—
Equity compensation		(9	)		—
Transaction and integration costs		(9	)		(2	)
Sponsor monitoring		(1	)		(2	)
Gain on foreign currency		—			3
	$	(51	)	$	(13	)

(j)

Consists primarily of eliminations related to the inducements paid by our GDSs to Orbitz Worldwide.

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

		Three Months Ended June 30,
		2007			2008
EBITDA		$	121		$	187
	Interest expense, net		(83	)		(52	)
	Depreciation and amortization		(51	)		(62	)
Income (loss) from continuing operations before income taxes and equity in losses of investments, net		$	(13	)	$	73

Net Revenue

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

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

31

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

Cost of Revenue

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

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

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

Selling, General and Administrative Expenses (SG&A)

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

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

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

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

Separation and Restructuring Charges

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

32

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

Depreciation and Amortization

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

Other Expenses, Net

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

Interest Expense, Net

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

Provision for Income Taxes

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

33

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

	Six Months Ended June 30,						Change
	2007			2008			$			%
Net revenue	$	1,381		$	1,369		$	(12	)		(1	)
Costs and expenses
Cost of revenue		565			702			137			24
Selling, general and administrative		562			341			(221	)		(39	)
Separation and restructuring charges		29			14			(15	)		(52	)
Depreciation and amortization		105			129			24			23
Other expenses, net		2			—			(2	)		100
Total costs and expenses		1,263			1,186			(77	)		(6	)
Operating income		118			183			65			55
Interest expense, net		(168	)		(138	)		30			18
Gain on early extinguishment of debt		—			18			18			100
Income (loss) from continuing operations before income taxes and equity in losses of investments, net		(50	)		63			113			*
Provision for income taxes		(5	)		(23	)		(18	)		360
Equity in losses of investments, net		—			(10	)		(10	)		100
Income (loss) from continuing operations, net of tax		(55	)		30			85			*
Loss from discontinued operations, net of tax		(1	)		—			1			100
Net income (loss)	$	(56	)	$	30		$	86			*

*

Not meaningful.

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

34

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

		Six Months Ended June 30,						Change
		2007			2008			$			%
GDS
	Net revenue	$	822	(a)	$	1,184	(c)	$	362			44
	Segment EBITDA		235	(b)		330	(d)		95			40
GTA
	Net revenue		145	(e)		185			40			28
	Segment EBITDA		25	(f)		45	(g)		20			80
Orbitz Worldwide
	Net revenue		447	(h)		—			(447	)		—
	Segment EBITDA		49	(i)		—			(49	)		—
Corporate and other(j)
	EBITDA		(86	)		(45	)		41			48
Intersegment Eliminations(k)
	Net revenue		(33	)		—			33			—
Consolidated Totals
	Net revenue	$	1,381		$	1,369		$	(12	)		(1	)
	EBITDA	$	223		$	330		$	107			48

(a)

Includes acquisition and related adjustments of $3 million.

(b)

Includes cost savings of $34 million, $22 million of restructuring costs, $3 million of acquisition and related adjustments, $3 million of integration costs related to the acquisition of Worldspan, and $6 million net loss related to the disposal of assets.

(c)

Includes $365 million of incremental net revenue from Worldspan and acquisition and related adjustments of $1 million.

(d)

Includes $72 million of incremental EBITDA contributed by Worldspan, cost savings of $61 million, $11 million of integration costs related to the acquisition of Worldspan, $9 million of restructuring costs and acquisition and related adjustments of $1 million and $6 million net loss related to the disposal of assets.

(e)

Includes acquisition and related adjustments of $2 million.

(f)

Includes $6 million of costs associated with the acquisition of GTA by the predecessor in 2005, $2 million of cost savings, $2 million of acquisition and related adjustments and $1 million of restructuring costs.

(g)

Includes cost savings of $5 million, $2 million of restructuring costs, and $2 million gain related to the disposal of assets.

(h)

Includes acquisition and related adjustments of $8 million.

(i)

Includes a one-time unfavorable contract termination cost of $13 million, acquisition and related adjustments of $8 million, $1 million of restructuring costs, $5 million of costs related to the migration of technology to a single platform across all the consumer brands and $1 million of transaction costs.

35

(j)

Corporate and other includes corporate general and administrative costs not allocated to the segments, as detailed below:

	Six Months Ended June 30,
	2007			2008
Corporate and unallocated expenses	$	(52	)	$	(45	)
Gain on early extinguishment of debt		—			18
Restructuring and related activities		(1	)		(3	)
Separation costs		(4	)		—
Equity compensation		(12	)		—
Transaction and integration costs		(17	)		(13	)
Sponsor monitoring		(3	)		(3	)
Gain on foreign currency		3			1
	$	(86	)	$	(45	)

(k)

Consists primarily of eliminations related to the inducements paid by our GDSs to Orbitz Worldwide.

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

		Six Months Ended June 30,
		2007			2008
EBITDA		$	223		$	330
	Interest expense, net		(168	)		(138	)
	Depreciation and amortization		(105	)		(129	)
Income (loss) from continuing operations before income taxes and equity in losses of investments, net		$	(50	)	$	63

Net Revenue

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

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

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

36

Cost of Revenue

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

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

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

Selling, General and Administrative Expenses (SG&A)

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

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

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

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

Separation and Restructuring Charges

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

37

        During the six months ended June 30, 2007, we incurred $25 million in restructuring charges as we committed to various strategic initiatives targeted principally at reducing costs, enhancing organizational efficiency and consolidating and rationalizing existing processes and facilities. The GDS segment recorded $22 million and Orbtiz Worldwide, GTA and Corporate and other each recorded $1 million. Subsequent to the Acquisition, we committed to additional restructuring actions in the form of global headcount reductions and facility consolidations. Though we began to implement these actions during the fourth quarter of 2006, we continue to take restructuring actions in 2008 and have incurred $14 million in additional charges during the first six months of 2008. Excluding $2 million of restructuring costs incurred at Worldspan, approximately $7 million, $3 million and $2 million of the restructuring costs have been recorded within the GDS, Corporate and other and GTA segments, respectively.

Depreciation and Amortization

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

Other Expenses, Net

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

Interest Expense, Net

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

Provision for Income Taxes

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

Liquidity and Capital Resources

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

38

Cash Flows

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

		Six Months Ended June 30,						Change
		2007			2008			$
Cash provided by (used in):
	Operating activities	$	316		$	153		$	(163	)
	Investing activities		5			(48	)		(53	)
	Financing activities		(109	)		(109	)		—
Effects of exchange rate changes			4			4			—
Net change in cash and cash equivalents from continuing operations		$	216		$	—		$	(216	)

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

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

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

Debt and Financing Arrangements

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

39

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

Foreign Currency Risk

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

Interest Rate Risk

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

Contractual Obligations

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

40

Item 3.    Quantitative And Qualitative Disclosures About Market Risk

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

Item 4.    Controls and Procedures

(a)

Disclosure Controls and Procedures.    Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this quarterly report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are not effective as a result of the material weakness in internal control over financial reporting related to our financial close and reporting process described previously in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the SEC on March 11, 2008 and below.

The material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. These control deficiencies resulted in errors in certain account balances, resulting in an understatement of cost of revenue and accrued expenses.

(b)

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

During 2008, the Company commenced efforts to remediate the material weakness described above. While the remediation activities are ongoing, certain procedures already implemented did result in the identification of an error at a subsidiary within its GDS segment associated with the estimation of financial assistance expense. As a result of this error, the Company has determined to restate its previously issued interim and annual financial statements for the periods ended March 31, 2008, September 30, 2007, June 30, 2007, and March 31, 2007 and for the year ended December 31, 2007. The Company expects the remediation efforts to be complete by year-end.

41

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

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

Item 1A.    Risk Factors

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

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

        Not Applicable.

Item 3.    Defaults Upon Senior Securities.

        Not Applicable.

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

        Not Applicable.

Item 5.    Other Information.

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

Item 6.    Exhibits.

        See Exhibit Index.

42

SIGNATURES

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

	TRAVELPORT LIMITED
Date: August 14, 2008	/s/ MICHAEL E. RESCOE Michael E. Rescoe Executive Vice President and Chief Financial Officer
Date: August 14, 2008	/s/ WILLIAM J. SEVERANCE William J. Severance Senior Vice President and Chief Accounting Officer

43

EXHIBIT INDEX

Exhibit No.		Description
	3.1	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	3.2	Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	10.1	First Amendment to the Separation Agreement, dated as of May 5, 2008, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Travelport Limited filed on May 7, 2008).
	10.2	Form of Indemnification Agreement between Travelport Limited and its Directors and Officers.
	31.1	Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	31.2	Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

44

QuickLinks

Table of Contents
FORWARD-LOOKING STATEMENTS
PART I—FINANCIAL INFORMATION
TRAVELPORT LIMITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in millions)
TRAVELPORT LIMITED CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (in millions)
TRAVELPORT LIMITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (in millions)
TRAVELPORT LIMITED CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (in millions)
TRAVELPORT LIMITED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) (Unless otherwise noted, all amounts are in millions)
STATEMENTS OF OPERATIONS
BALANCE SHEET
STATEMENT OF CASH FLOWS
TRAVELPORT LIMITED CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS For the Three Months Ended June 30, 2007
TRAVELPORT LIMITED CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2007
TRAVELPORT LIMITED CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS For the Three Months Ended June 30, 2008
TRAVELPORT LIMITED CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 2008
TRAVELPORT LIMITED CONSOLIDATING CONDENSED BALANCE SHEET As of December 31, 2007
TRAVELPORT LIMITED CONSOLIDATING CONDENSED BALANCE SHEET As of June 30, 2008
TRAVELPORT LIMITED CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2007
TRAVELPORT LIMITED CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2008

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

RESULTS OF OPERATIONS

Item 3. Quantitative And Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-10.2

Exhibit 10.2

FORM OF

INDEMNIFICATION AGREEMENT

AGREEMENT, dated as of                           , 2008, by and between Travelport Limited, a Bermuda company (the “Company”), and                        (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of companies in today’s environment;

WHEREAS, the Company’s Certificate of Incorporation and Bye-Laws requires the Company to indemnify and advance expenses to its directors and officers to the extent provided therein, and the Indemnitee serves as a director and/or officer of the Company, in part, in reliance on such provisions in the Company’s Certificate of Incorporation and Bye-Laws;

WHEREAS, uncertainties as to the availability of indemnification created by recent court decisions, have increased the risk that the Company will be unable to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Company has determined that its inability to retain and attract as directors and officers the most capable persons would be detrimental to the interests of the Company, and that Company therefore should seek to assure such persons that indemnification and insurance coverage will be available in the future; and

WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued service to the Company in an effective manner, and the Indemnitee’s reliance on the Company’s Certificate of Incorporation and Bye-Laws, and in part to provide the Indemnitee with specific contractual assurance that the protection promised by the Company’s Certificate of Incorporation and Bye-Laws will be available to the Indemnitee (regardless of, among other things, any amendment to or revocation of the applicable provisions of the Company’s Certificate of Incorporation and Bye-Laws or any change in the composition of the governing bodies of the Company or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the directors’ and officers’ liability insurance policy of the Company.

NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, at its request, as an officer,

director, manager, member, partner, tax matters partner, fiduciary or trustee of, or in any other capacity with, another Person (as defined below) or any employee benefit plan, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Certain Definitions.  In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)Agreement:  shall mean this Indemnification Agreement, as amended from time to time hereafter.

(b)Board of Directors:  shall mean the Board of Directors of the Company.

(c)Claim:  means any threatened, asserted, pending or completed civil, criminal, administrative, investigative or other action, suit or proceeding of any kind whatsoever, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by the Company, any governmental agency or any other party, that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism.

(d)Fund Entities: means [                                                              & nbsp;           ]

(e)Indemnifiable Expenses:  means (i) all expenses and liabilities, including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements (including, without limitation, experts’ fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event, (ii) any liability pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness which the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other

2

funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise).

(f)Indemnifiable Event:  means any act or omission, whether occurring before, on or after the date of this Agreement, arising from the performance of the Indemnitee’s duties or obligations to the Company or any of its subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which the Indemnitee may hereafter be made a party by reason of being or having been an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of, or having served in any other capacity with, another Person or any employee benefit plan at the request of the Company.

(g)Jointly Indemnifiable Claim:  means any Claim for which the Indemnitee shall be entitled to indemnification from both the Fund Entities and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents  of the Company and the Fund Entities.

(h)Person:  means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

2.Basic Indemnification Arrangement; Advancement of Expenses.

(a)In the event that the Indemnitee was, is or becomes subject to, a party to or witness or other participant in, or is threatened to be made subject to, a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify the Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted by Delaware law in effect on the date hereof and as amended from time to time; provided, however, that no change in Delaware law shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Delaware law as in effect on the date hereof or as such benefits may improve as a result of amendments after the date hereof. The rights of the Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement. Payments of Indemnifiable Expenses shall be made as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Indemnifiable Expenses.

(b)If so requested by the Indemnitee, the Company shall advance, or cause to be advanced (within two business days of such request), any and all Indemnifiable Expenses incurred by the Indemnitee (an “Expense Advance”).  The Company shall, in accordance with such request (but without duplication), either (i) pay, or cause to be paid, such Indemnifiable Expenses on behalf of the Indemnitee, or

3

(ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable Expenses.  The Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any condition that the Board of Directors shall not have determined that the Indemnitee is not entitled to be indemnified under applicable law.  However, the obligation of the Company to make an Expense Advance pursuant to this Section 2(b) shall be subject to the condition that, if, when and to the extent that a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law).  The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free.

(c)Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification or advancement of Indemnifiable Expenses pursuant to this Agreement in connection with any Claim initiated by the Indemnitee unless (i) the Company has joined in or the Board of Directors of the Company has authorized or consented to the initiation of such Claim or (ii) the Claim is one to enforce the Indemnitee’s rights under this Agreement (including an action pursued by the Indemnitee to secure a determination that the Indemnitee should be indemnified under applicable law).

(d)The indemnification obligations of the Company under Section 2(a) shall be subject to the condition that the Board of Directors shall not have determined (by majority vote of directors who are not parties to the applicable Claim) that the indemnification of the Indemnitee is not proper in the circumstances because the Indemnitee is not entitled to be indemnified under applicable law.  If the Board of Directors determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the States of New York or Delaware having subject matter jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Board of Directors or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding.  If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Board of Directors that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding, the Indemnitee shall continue to be entitled to receive Expense Advances, and the Indemnitee shall not be required to reimburse the Company for any Expense Advance, until a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law.  Any determination by the Board of Directors otherwise shall be conclusive and binding on the Company and the Indemnitee.

4

(e)To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all Indemnifiable Expenses actually and reasonably incurred in connection therewith, notwithstanding an earlier determination by the Board of Directors that the Indemnitee is not entitled to indemnification under applicable law.

3.Indemnification for Additional Expenses.  The Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2(b) and (d), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any provision of the Operating Agreement and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be.

4.Partial Indemnity, Etc.  If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Indemnifiable Expenses in respect of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

5.Burden of Proof.  In connection with any determination by the Board of Directors, any court or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the Board of Directors or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative to establish, by clear and convincing evidence, that the Indemnitee is not so entitled.

6.Reliance as Safe Harbor.  The Indemnitee shall be entitled to indemnification for any action or omission to act undertaken (a) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (b) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants, provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company.  In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnity hereunder.

5

7.No Other Presumptions.  For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.  In addition, neither the failure of the Board of Directors to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Board of Directors that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law shall be a defense to the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.

8.Nonexclusivity, Etc.  The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Company’s Certificate of Incorporation and Bye-Laws, the laws of the State of Delaware, or otherwise.  To the extent that a change in Delaware law or the interpretation thereof (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Certificate of Incorporation and Bye-Laws, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9.Liability Insurance.  To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for the Company directors or officers.

10.Period of Limitations.  No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

11.Amendments, Etc.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.  In the event the Company or any of its subsidiaries enters into an indemnification agreement with another director, officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the indemnitee than the terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or

6

terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in full herein.  As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement to the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment to this Agreement containing such more favorable term or terms.

12.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13.Jointly Indemnifiable Claims.  Given that certain Jointly Indemnifiable Claims may arise due to the relationship between the Fund Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Fund Entities, the Company acknowledges and agrees that the Company shall be fully responsible for the indemnification of the Indemnitee in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Fund Entities or any of their respective Affiliates.  Under no circumstance shall the Company be entitled to any right of contribution by the Fund Entities or any of their Affiliates and no right of recovery the Indemnitee may have from the Fund Entities or any of their respective Affiliates shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder.  In the event that either of the Fund Entities or any of their respective Affiliates shall make any payment to the Indemnitee in respect of indemnification or advancement with respect to any Jointly Indemnifiable Claim, the Fund Entity or Affiliate making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Company, who shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Fund Entities effectively to bring suit to enforce such rights.  Each of the Fund Entities and its respective Affiliates shall be third-party beneficiaries with respect to this Paragraph 13, entitled to enforce this Paragraph 13 against the Company as though each such Fund Entity or Affiliate were a party to this Agreement.

14.No Duplication of Payments.  Subject to Section 13 hereof, the Company shall not be liable under this Agreement to make any payment in connection with any Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, any provision of the Company’s Certificate of Incorporation and Bye-Laws, or otherwise) of the amounts otherwise indemnifiable hereunder.

15.Defense of Claims.  The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof,

7

with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense.  The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent.  The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim.  Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

16.Binding Effect, Etc.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.  The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all or a significant portion of the business and/or assets of the Company and/or its subsidiaries, by written agreement in form and substance satisfactory to the Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.  This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer and/or director of the Company of any other entity or enterprise at the request of the Company.  Neither this Agreement nor any duties or responsibilities pursuant hereto may be assigned by the Company to any other person or entity without the prior written consent of the Indemnitee.

17.Security.  To the extent requested by the Indemnitee, the Company shall at any time and from time to time provide security to the Indemnitee for the obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or other collateral or by other means.  Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of such Indemnitee.

8

18.Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this Agreement.

19.Specific Performance, Etc.  The parties recognize that if any provision of this Agreement is violated by the parties hereto, the Indemnitee may be without an adequate remedy at law.  Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee may elect to pursue.

20.Notices.   All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written document delivered in person or sent by telecopy, nationally recognized overnight courier or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:

(a)If to the Company, to:

Travelport Limited
400 Interpace Parkway

Building A

Parsippany, NJ 07054
Fax:   973-939-1199
Attn:  Eric J. Bock

Executive Vice President, General Counsel &

Corporate Secretary

(b)If to the Indemnitee, to the address set forth on Annex A hereto.

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice).  Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.

9

21.Counterparts.  This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

22.Headings.  The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

23.Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

10

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Travelport Limited

By:

Name:

Title:

[Name]

11

EX-31.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.1

CERTIFICATIONS

I, Jeff Clarke, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Travelport Limited;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2008

/s/ JEFF CLARKE Chief Executive Officer

QuickLinks

Exhibit 31.1

CERTIFICATIONS

EX-31.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.2

CERTIFICATIONS

I, Michael E. Rescoe, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Travelport Limited;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2008

/s/ MICHAEL E. RESCOE Chief Financial Officer

QuickLinks

Exhibit 31.2

CERTIFICATIONS

EX-32

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 32

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Travelport Limited (the "Company") on Form 10-Q for the period ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jeff Clarke, as Chief Executive Officer of the Company, and Michael E. Rescoe, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JEFF CLARKE
Jeff Clarke
Chief Executive Officer
August 14, 2008

/s/ MICHAEL E. RESCOE
Michael E. Rescoe
Chief Financial Officer
August 14, 2008

QuickLinks

Exhibit 32

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002