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

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

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

Travelport Limited ("Travelport") is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, originally filed on May 14, 2008 (the "Original Filing") to amend and restate our consolidated financial statements as of December 31, 2007 and our condensed consolidated financial statements as of March 31, 2008 and for the three month periods ended March 31, 2008 and March 31, 2007. The restatement is discussed in Note 2 to the consolidated condensed financial statements.

Subsequent to the issuance of our condensed consolidated financial statements for the quarterly period ended March 31, 2008, the Company identified errors at a subsidiary within its GDS segment associated with the estimation of financial assistance expense. The errors resulted in an understatement of cost of revenue and accrued expense.

All information in this Form 10-Q/A is as of the original filing date and does not reflect any subsequent information or events other than the restatement discussed in Note 2. For the convenience of the reader, this Form 10-Q/A sets forth the original filing in its entirety; however, the following items have been amended to reflect the restatement:

In accordance with the applicable rules, this Form 10-Q/A also includes updated certifications from our Chief Executive Officer and our Chief Financial Officer as Exhibits 31.1, 31.2 and 32.

		Page

PART I	Financial Information	4
Item 1.	Financial Statements	4
	Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2008 (Restated) and 2007 (Restated)	4
	Consolidated Condensed Balance Sheets as of March 31, 2008 (Restated) and December 31, 2007 (Restated)	5
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2008 (Restated) and 2007 (Restated)	6
	Consolidated Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31, 2008 (Restated)	7
	Notes to Consolidated Condensed Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II	Other Information	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults upon Senior Securities	35
Item 4.	Submission of Matters to a Vote of Security Holders	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
	Signatures	36

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

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

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

Commission (the "SEC") on September 26, 2008, as well as any other cautionary language in this Quarterly Report on Form 10-Q/A, 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.

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions)

	As Restated (See Note 2)

	Three Months Ended March 31, 2007			Three Months Ended March 31, 2008
Net revenue	$	666		$	666

Costs and expenses
Cost of revenue		280			340
Selling, general and administrative		261			183
Separation and restructuring charges		23			9
Depreciation and amortization		54			67

Total costs and expenses		618			599

Operating income		48			67
Interest expense, net		(85	)		(86	)
Gain on early extinguishment of debt		—			9

Loss from continuing operations before income taxes and equity in losses of investments, net		(37	)		(10	)
Benefit (provision) for income taxes		3			(12	)
Equity in losses of investments, net		—			(7	)

Net loss	$	(34	)	$	(29	)

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in millions)

		As Restated (See Note 2)

		December 31, 2007			March 31, 2008
Assets
Current assets:
	Cash and cash equivalents	$	309		$	207
	Accounts receivable, net		417			506
	Deferred income taxes		9			10
	Other current assets		252			331
	Assets of discontinued operations		36			—

Total current assets			1,023			1,054
Property and equipment, net			532			513
Goodwill			1,757			1,829
Trademarks and tradenames			510			525
Other intangible assets, net			1,717			1,736
Investment in Orbitz Worldwide			366			361
Non-current deferred income taxes			3			3
Other non-current assets			242			249

Total assets		$	6,150		$	6,270

Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	191		$	179
	Accrued expenses and other current liabilities		827			864
	Current portion of long-term debt		17			18
	Deferred income taxes		—			1
	Liabilities of discontinued operations		8			—

Total current liabilities			1,043			1,062
Long-term debt			3,751			3,791
Deferred income taxes			261			278
Other non-current liabilities			209			196

Total liabilities			5,264			5,327

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	)		(623	)
Accumulated other comprehensive income			163			249

Total shareholders' equity			886			943

Total liabilities and shareholders' equity		$	6,150		$	6,270

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

			As Restated (See Note 2)

			Three Months Ended March 31, 2007			Three Months Ended March 31, 2008
Operating activities of continuing operations
Net loss			$	(34	)	$	(29	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities from continuing operations
		Depreciation and amortization		54			67
		Deferred income taxes		1			(4	)
		Provision for bad debts		3			4
		Gain on early extinguishment of debt		—			(9	)
		Gain on sale of property		1			—
		Amortization of debt issuance costs		5			5
		Non-cash charges related to tax sharing liability		3			—
		Equity based compensation		3			—
		Equity in losses of investments		—			7
		FASA liability		—			(8	)
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable			21			(78	)
	Other current assets			—			(4	)
	Accounts payable, accrued expenses and other current liabilities			103			9
Other				1			(11	)

Net cash provided by (used in) operating activities of continuing operations				161			(51	)

Investing activities of continuing operations
	Property and equipment additions			(31	)		(13	)
	Acquisition related payments			(5	)		(3	)
	Other			1			(1	)

Net cash used in investing activities of continuing operations				(35	)		(17	)

Financing activities of continuing operations
	Principal payments on borrowings			(6	)		(38	)
	Issuance of common stock			2			—

Net cash used in financing activities of continuing operations				(4	)		(38	)

Effect of changes in exchange rates on cash and cash equivalents				1			4

Net increase (decrease) in cash and cash equivalents from continuing operations				123			(102	)

Cash provided by (used in) discontinued operations
	Operating activities			2			—
	Investing activities			(1	)		—

Cash provided by discontinued operations				1			—

Cash and cash equivalents at beginning of period				87			309

Cash and cash equivalents at end of period				211			207
Less cash of discontinued operations				(3	)		—

Cash and cash equivalents of continuing operations			$	208		$	207

Supplemental disclosure of cash flow information
Interest payments			$	118		$	108
Income tax payments, net			$	4		$	7

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(in millions)

	Common Stock		Additional Paid In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity

Balance as of January 1, 2008 (as restated, see note 2)	$	—	$	1,317	$	(594	)	$	163		$	886
Net loss (as restated, see note 2)		—		—		(29	)		—
Currency translation adjustment, net of tax of $0		—		—		—			98
Unrealized loss on cash flow hedges, net of tax of $0		—		—		—			(18	)
Unrealized loss on investments, net of tax of $0		—		—		—			6
Total comprehensive income (as restated, see note 2)												57

Balance as of March 31, 2008 (as restated, see note 2)	$	—	$	1,317	$	(623	)	$	249		$	943

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

In 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 consolidated condensed financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 and the consolidated financial statements as of December 31, 2007. In addition the Company corrected previously identified insignificant errors related to (1) the purchase price allocation related to the Worldspan acquisition; (2) 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 month period ended March 31, 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.

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

	As Previously Reported			As Restated			As Previously Reported			As Restated
Net revenue	$	666		$	666		$	666		$	666

Costs and expenses
Cost of revenue		278			280			339			340
Selling, general and administrative		261			261			182			183
Separation and restructuring charges		23			23			9			9
Depreciation and amortization		54			54			67			67

Total costs and expenses		616			618			597			599

Operating income		50			48			69			67
Interest expense, net		(85	)		(85	)		(86	)		(86	)
Gain on early extinguishment of debt		—			—			9			9

Loss from continuing operations before income taxes and equity in losses of investments, net		(35	)		(37	)		(8	)		(10	)
Benefit (provision) for income taxes		3			3			(12	)		(12	)
Equity in losses of investments, net		—			—			(7	)		(7	)

Net loss	$	(32	)	$	(34	)	$	(27	)	$	(29	)

		December 31, 2007						March 31, 2008

		As Previously Reported			As Restated			As Previously Reported			As Restated
Assets
Current assets:
	Cash and cash equivalents	$	309		$	309		$	207		$	207
	Accounts receivable, net		416			417			506			506
	Deferred income taxes		9			9			10			10
	Other current assets		253			252			330			331
	Assets of discontinued operations		36			36			—			—

Total current assets			1,023			1,023			1,053			1,054
Property and equipment, net			541			532			522			513
Goodwill			1,746			1,757			1,820			1,829
Trademarks and tradenames			510			510			525			525
Other intangible assets, net			1,717			1,717			1,736			1,736
Investment in Orbitz Worldwide			364			366			358			361
Non-current deferred income taxes			3			3			3			3
Other non-current assets			236			242			244			249

Total assets		$	6,140		$	6,150		$	6,261		$	6,270

Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	191		$	191		$	178		$	179
	Accrued expenses and other current liabilities		821			827			859			864
	Current portion of long-term debt		17			17			18			18
	Deferred income taxes		—			—			1			1
	Liabilities of discontinued operations		8			8			—			—

Total current liabilities			1,037			1,043			1,056			1,062
Long-term debt			3,751			3,751			3,791			3,791
Deferred income taxes			261			261			278			278
Other non-current liabilities			203			209			190			196

Total liabilities			5,252			5,264			5,315			5,327

Commitments and contingencies
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			1,311			1,317
Accumulated deficit			(587	)		(594	)		(614	)		(623	)
Accumulated other comprehensive income			164			163			249			249

Total shareholders' equity			888			886			946			943

Total liabilities and shareholders' equity		$	6,140		$	6,150		$	6,261		$	6,270

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

		As Previously Reported			As Restated			As Previously Reported			As Restated
Operating activities of continuing operations
Net loss		$	(32	)	$	(34	)	$	(27	)	$	(29	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities from continuing operations
	Depreciation and amortization		54			54			67			67
	Deferred income taxes		1			1			(4	)		(4	)
	Provision for bad debts		3			3			4			4
	Gain on early extinguishment of debt		—			—			(9	)		(9	)
	Gain on sale of property		1			1			—			—
	Amortization of debt issuance costs		5			5			5			5
	Non-cash charges related to the sharing liability		3			3			—			—
	Equity based compensation		3			3			—			—
	Equity in losses of investments		—			—			7			7
	Payment of FASA liability		—			—			(8	)		(8	)
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable		21			21			(78	)		(78	)
	Other current assets		—			—			(4	)		(4	)
	Accounts payable, accrued expenses and other current liabilities		101			103			7			9
Other			1			1			(11	)		(11	)

Net cash provided by (used in) operating activities of continuing operations			161			161			(51	)		(51	)

Investing activities of continuing operations
	Property and equipment additions		(31	)		(31	)		(13	)		(13	)
	Acquisition related payments		(5	)		(5	)		(3	)		(3	)
	Other		1			1			(1	)		(1	)

Net cash used in investing activities of continuing operations			(35	)		(35	)		(17	)		(17	)

Financing activities of continuing operations
Principal payments on borrowings			(6	)		(6	)		(38	)		(38	)
Issuance of common stock			2			2			—			—

Net cash used in financing activities of continuing operations			(4	)		(4	)		(38	)		(38	)

Effect of changes in exchange rates on cash and cash equivalents			1			1			4			4

Net increase (decrease) in cash and cash equivalents from continuing operations			123			123			(102	)		(102	)

Cash provided by (used in) discontinued operations
	Operating activities		2			2			—			—
	Investing activities		(1	)		(1	)		—			—

Cash provided by discontinued operations			1			1			—			—

Cash and cash equivalents at beginning of period			97			87			309			309

Cash and cash equivalents at end of period			221			211			207			207
Less cash of discontinued operations			(3	)		(3	)		—			—

Cash and cash equivalents of continuing operations		$	218		$	208		$	207		$	207

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

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

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

The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. As a matter of

policy, the Company does not use derivatives for trading or speculative purposes. The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments, that do not entail significant judgment. These pricing models are categorized within Level 2 of the fair value hierarchy.

The adoption of SFAS No. 157 has not had a significant impact on the Company's results of operations or balance sheet as of March 31, 2008. See Note 10, Fair Value Disclosures for additional information.

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

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

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

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

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

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

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

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

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

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

Prior to October 31, 2007, Orbitz Worldwide, Inc. ("Orbitz Worldwide") was a consolidated subsidiary of the Company. As a result of certain transactions, effective October 31, 2007, the Company accounts for its investment in Orbitz Worldwide under the equity method of accounting. As of March 31, 2008, the Company's investment in Orbitz Worldwide was $361 million. The Company has recorded a $7 million loss related to its investment in Orbitz Worldwide for the three months ended March 31, 2008 within the equity in losses of investments, net line item on the Consolidated Condensed

Statements of Operations. Presented below are the summary results of operations for the three months ended March 31, 2008 for Orbitz Worldwide.

During the three months ended March 31, 2008, approximately $28 million of net revenue was earned by Orbitz Worldwide through transactions with the Company. As of March 31, 2008, the Company had a balance payable to Orbitz Worldwide of approximately $14 million related to such transactions, which is included on the Consolidated Condensed Balance Sheet within accrued expenses and other current liabilities.

			Maturity	As of December 31, 2007		As of March 31, 2008

Senior Secured Credit Facility
Term loan facility
		Dollar-denominated	August 2013	$	1,723	$	1,720
		Euro-denominated	August 2013		510		552
Senior notes
	Dollar-denominated floating rate notes		September 2014		150		150
	Euro-denominated floating rate notes		September 2014		343		324
	9⁷/8% notes		September 2014		450		450
Senior subordinated notes
	11⁷/8% Dollar-denominated notes		September 2016		300		300
	10⁷/8% Euro-denominated notes		September 2016		233		253
Capital leases and other					59		60

Total debt					3,768		3,809
Less: Current portion					17		18

Long-term debt				$	3,751	$	3,791

During the three months ended March 31, 2008, the Company repurchased approximately $44 million aggregate principal amount of notes at a discount resulting in $9 million of gain from early

extinguishment of debt. In addition, the principal amount outstanding under the Euro-denominated term loan facility and Euro-denominated notes increased by approximately $87 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the Consolidated Condensed Balance Sheet. The Company repaid approximately $3 million of debt under its senior secured credit facility as required under the senior secured credit agreement.

The Company's financial 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 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:

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on the Company's results of operations or cash flows in a particular reporting period. There are no new significant claims, legal proceedings or inquiries from those previously reported by the Company in its 2007 Financial Statements included in its Annual Report on Form 10-K/A filed with the SEC on September 26, 2008.

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

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.

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

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

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

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

GDS
Net revenue	$	414		$	592
Segment EBITDA		115			166
GTA
Net revenue		57			74
Segment EBITDA		(1	)		9
Orbitz Worldwide
Net revenue		212			—
Segment EBITDA		23			—
Corporate and other
EBITDA(a)		(35	)		(32	)
Intersegment eliminations(b)
Net revenue		(17	)		—
Combined Totals
Net revenue	$	666		$	666
EBITDA	$	102		$	143

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

13. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

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

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2007

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated

Net revenue		$	—		$	—		$	—		$	325		$	356		$	(15	)	$	666

Cost and expenses
	Cost of revenue		—			—			—			108			187			(15	)		280
	Selling, general and administrative		—			—			—			100			161			—			261
	Separation and restructuring charges		—			—			—			23			—			—			23
	Depreciation and amortization		—			—			—			35			19			—			54
	Other expense (income), net		—			—			—			1			(1	)		—			—

Total costs and expenses			—			—			—			267			366			(15	)		618

Operating income (loss)			—			—			—			58			(10	)		—			48
	Interest (expense) income, net		—			—			(83	)		(4	)		2			—			(85	)
	Equity in earnings (losses) of subsidiaries		(34	)		(30	)		53			—			—			11			—

Income (loss) from continuing operations before income taxes			(34	)		(30	)		(30	)		54			(8	)		11			(37	)
(Provision) benefit for income taxes			—			—			—			(1	)		4			—			3

Net income (loss)		$	(34	)	$	(30	)	$	(30	)	$	53		$	(4	)	$	11		$	(34	)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2008

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated

Net revenue		$	—		$	—		$	—		$	289		$	377		$	—	$	666

Cost and expenses
	Cost of revenue		—			—			—			172			168			—		340
	Selling, general and administrative		(2	)		—			4			10			171			—		183
	Separation and restructuring charges		—			—			—			4			5			—		9
	Depreciation and amortization		—			—			—			47			20			—		67

Total costs and expenses			(2	)		—			4			233			364			—		599

Operating income (loss)			2			—			(4	)		56			13			—		67
	Interest expense, net		—			—			(82	)		(4	)		—			—		(86	)
	Gain on early extinguishment of debt		—			—			9			—			—			—		9
	Equity in earnings (losses) of subsidiaries		(31	)		(27	)		50			—			—			8		—

Income (loss) from continuing operations before income taxes and equity in losses of investments, net			(29	)		(27	)		(27	)		52			13			8		(10	)
Provision for income taxes			—			—			—			(2	)		(10	)		—		(12	)
Equity in losses of investments, net			—			(7	)		—			—			—			—		(7	)

Net income (loss)		$	(29	)	$	(34	)	$	(27	)	$	50		$	3		$	8	$	(29	)

13. Guarantor and Non-Guarantor Consolidating 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

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

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Travelport Consolidated

Assets
Current assets:
	Cash and cash equivalents	$	109	$	—		$	—		$	5	$	93	$	—		$	207
	Accounts receivable, net		—		—			—			119		387		—			506
	Deferred income taxes		—		—			—			4		6		—			10
	Other current assets		6		—			166			67		92		—			331

Total current assets			115		—			166			195		578		—			1,054
Investment in subsidiary/intercompany			826		(938	)		2,614			—		—		(2,502	)		—
Property and equipment, net			—		—			—			420		93		—			513
Goodwill			—		—			—			980		849		—			1,829
Trademarks and tradenames			—		—			—			313		212		—			525
Other intangible assets, net			—		—			—			1,008		728		—			1,736
Investment in Orbitz Worldwide			—		361			—			—		—		—			361
Non-current deferred income taxes			—		—			—			—		3		—			3
Other non-current assets			8		—			45			134		62		—			249

Total assets		$	949	$	(577	)	$	2,825		$	3,050	$	2,525	$	(2,502	)	$	6,270

Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	38	$	141	$	—		$	179
	Accrued expenses and other current liabilities		6		49			14			161		634		—			864
	Current portion of long-term debt		—		—			10			8		—		—			18
	Deferred income taxes		—		—			—			—		1		—			1

Total current liabilities			6		49			24			207		776		—			1,062
Long-term debt			—		—			3,739			52		—		—			3,791
Deferred income taxes			—		—			—			28		250		—			278
Other non-current liabilities			—		2			—			149		45		—			196

Total liabilities			6		51			3,763			436		1,071		—			5,327
Total shareholders' equity/intercompany			943		(628	)		(938	)		2,614		1,454		(2,502	)		943

Total liabilities and shareholders' equity		$	949	$	(577	)	$	2,825		$	3,050	$	2,525	$	(2,502	)	$	6,270

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2007

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated

Operating activities of continuing operations
Net income (loss)	$	(34	)	$	(30	)	$	(30	)	$	53		$	(4	)	$	11		$	(34	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:
Depreciation and amortization		—			—			—			35			19			—			54
Deferred income taxes		—			—			—			1			—			—			1
Provision for bad debts		—			—			—			—			3			—			3
Gain on sale of property		—			—			—			—			1			—			1
Amortization of debt issuance costs		—			—			5			—			—			—			5
Non-cash charges related to tax sharing liability		—			—			—			3			—			—			3
Equity based compensation		—			—			—			3			—			—			3
Equity in losses of subsidiaries		34			30			(53	)		—			—			(11	)		—
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			(4	)		25			—			21
Other current assets		—			—			—			(9	)		9			—			—
Accounts payable, accrued expenses and other current liabilities		—			—			—			(20	)		123			—			103
Other		—			—			—			—			1			—			1

Net cash provided by (used in) operating activities of continuing operations		—			—			(78	)		62			177			—			161

Investing activities of continuing operations
Property and equipment additions		—			—			—			(26	)		(5	)		—			(31	)
Acquisition-related payments		—			—			—			(7	)		2			—			(5	)
Net intercompany funding		(2	)		—			84			(1	)		(81	)		—			—
Other		—			—			—			—			1			—			1

Net cash provided by (used in) investing activities of continuing operations		(2	)		—			84			(34	)		(83	)		—			(35	)

Financing activities of continuing operations
Principal payments on borrowings		—			—			(6	)		—			—			—			(6	)
Issuance of common stock		2			—			—			—			—			—			2

Net cash provided by (used in) financing activities of continuing operations		2			—			(6	)		—			—						(4	)

Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			1			—			1

Net increase in cash and cash equivalents from continuing operations		—			—			—			28			95			—			123

Cash provided by (used in) discontinued operations
Operating activities		—			—			—			—			2			—			2
Investing activities		—			—			—			—			(1	)		—			(1	)

Cash provided by discontinued operations		—			—			—			—			1						1

Cash and cash equivalents at beginning of period		—			—			—			19			68			—			87

Cash and cash equivalents at end of period		—			—			—			47			164			—			211
Less cash of discontinued operations		—			—			—			—			(3	)		—			(3	)

Cash and cash equivalents of continuing operations	$	—		$	—		$	—		$	47		$	161		$	—		$	208

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

TRAVELPORT LIMITED

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

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated

Operating activities of continuing operations
Net income (loss)	$	(29	)	$	(34	)	$	(27	)	$	50		$	3		$	8		$	(29	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:
Depreciation and amortization		—			—			—			47			20			—			67
Deferred income taxes		—			—			—			(2	)		(2	)		—			(4	)
Provision for bad debts		—			—			—			2			2			—			4
Gain on early extinguishment of debt		—			—			(9	)		—			—			—			(9	)
Amortization of debt issuance costs		—			—			5			—			—			—			5
Equity in losses of investments		—			7			—			—			—			—			7
FASA liability		—			—			—			(8	)		—			—			(8	)
Equity in losses of subsidiaries		31			27			(50	)		—			—			(8	)		—
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			(21	)		(57	)		—			(78	)
Other current assets		—			—			—			3			(7	)		—			(4	)
Accounts payable, accrued expenses and other current liabilities		—			—			(24	)		(10	)		43			—			9
Other		(2	)		—			3			(7	)		(5	)		—			(11	)

Net cash provided by (used in) operating activities of continuing operations		—			—			(102	)		54			(3	)		—			(51	)

Investing activities of continuing operations
Property and equipment additions		—			—			—			(8	)		(5	)		—			(13	)
Acquisition related payments		—			—			—			(3	)		—			—			(3	)
Net intercompany funding		(112	)		(3	)		140			(32	)		7			—			—
Other		—			3			—			—			(4	)		—			(1	)

Net cash provided by (used in) investing activities of continuing operations		(112	)		—			140			(43	)		(2	)		—			(17	)

Financing activities of continuing operations
Principal payments on borrowings		—			—			(38	)		—			—			—			(38	)

Net used in financing activities of continuing operations		—			—			(38	)		—			—			—			(38	)

Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			4			—			4

Net increase (decrease) in cash and cash equivalents from continuing operations		(112	)		—						11			(1	)		—			(102	)

Cash and cash equivalents at beginning of period		221			—			—			(6	)		94			—			309

Cash and cash equivalents at end of period	$	109		$	—		$	—		$	5		$	93		$	—		$	207

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/A and with our 2007 consolidated financial statements included in our Annual Report on Form 10-K/A filed with the SEC on September 26, 2008. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" beginning on page 2 of this Form 10-Q/A. 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 to the consolidated condensed financial statements. Unless otherwise noted, all dollar amounts are in millions.

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

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

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.

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

	Three Months Ended March 31,						Change

	2007			2008			$			%
Net revenue	$	666		$	666		$	—			—

Costs and expenses
Cost of revenue		280			340			60			21
Selling, general and administrative		261			183			(78	)		(30	)
Separation and restructuring charges		23			9			(14	)		(61	)
Depreciation and amortization		54			67			13			24

Total costs and expenses		618			599			(19	)		(3	)

Operating income		48			67			19			40
Interest expense, net		(85	)		(86	)		(1	)		(1	)
Gain on early extinguishment of debt		—			9			9			*

Loss from continuing operations before income taxes and equity in losses of investments, net		(37	)		(10	)		27			73
Benefit (provision) for income taxes		3			(12	)		(15	)		*
Equity in losses of investments, net		—			(7	)		(7	)		*

Net loss	$	(34	)	$	(29	)	$	5			15

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

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

		Three Months Ended March 31,						Change

		2007			2008			$			%
GDS
	Net revenue	$	414	(a)	$	592	(c)	$	178			43
	Segment EBITDA		115	(b)		166	(d)		51			44
GTA
	Net revenue		57	(e)		74			17			30
	Segment EBITDA		(1)	(f)		9	(g)		10			*
Orbitz Worldwide
	Net revenue		212	(h)		—			(212	)		100
	Segment EBITDA		23	(i)		—			(23	)		100
Corporate and other(j)
	EBITDA		(35	)		(32	)		3			9
Intersegment Eliminations(k)
	Net revenue		(17	)		—			17			*
Combined Totals
	Net revenue	$	666		$	666		$	—			—
	EBITDA	$	102		$	143		$	41			40

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

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

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

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

Cost of revenue increased $60 million (21%) primarily due to (i) a $65 million reduction resulting from the deconsolidation of Orbitz Worldwide, (ii) $114 million of incremental costs from the acquisition of Worldspan, (iii) a $17 million reduction of our intersegment eliminations as a result of the deconsolidation of Orbitz Worldwide and (iv) an organic decrease of $6 million resulting from a decrease within GDS of $7 million and an increase within GTA of $1 million.

GDS cost of revenue increased $107 million, which included the costs of Worldspan, which contributed $114 million of costs for the three months ended March 31, 2008. Excluding the Worldspan costs, GDS cost of revenue declined $7 million, primarily as a result of (i) a $14 million (24%) decrease in telecommunications and technology costs, partially offset by (ii) a $7 million (4%) increase in support payments and commissions. The telecommunications and technology cost reductions reflect the restructuring actions implemented during 2006. The cost savings initiatives have contributed to a reduction in costs of approximately $20 million in 2008 compared to approximately $9 million in 2007. The $8 million increase in support payments and commissions is due primarily to segment and yield growth and the impact of foreign exchange fluctuations.

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

SG&A decreased $78 million (30%) primarily due to (i) a $123 million reduction resulting from the deconsolidation of Orbitz Worldwide, (ii) $35 million of incremental costs from the acquisition of Worldspan and (iii) an organic increase of $10 million resulting from increases of $6 million and $6 million from GTA and Corporate and other, respectively, partially offset by a decrease of $2 million within GDS.

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

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

Corporate and other SG&A increased $7 million primarily as a result of (i) $5 million of incremental transaction and integration costs and (ii) $5 million of incremental foreign exchange losses, partially offset by (i) a $3 million reduction in equity compensation expense and (ii) a $2 million reduction in sponsor monitoring fees. The increase in Corporate and other SG&A included the impact of our cost savings initiatives, which resulted in savings of $9 million in 2008 compared to $4 million in 2007.

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

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

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

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

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

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

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

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

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

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

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

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.

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

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/A filed with the SEC on September 26, 2008. Any changes to our obligations related to our indebtedness are presented above within the section entitled "Debt and Financing Arrangements."

We assess our market risk based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact in earnings, fair values, and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency rates. We used March 31, 2008 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. We have determined, through such analyses, that the impact of a 10% change in interest and foreign currency exchange rates and prices on our earnings, fair values and cash flows would not be material. There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the SEC on September 26, 2008.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the SEC on September 26, 2008.

There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the SEC on September 26, 2008.

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.

Exhibit No.			Description

	3.1		Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	3.2		Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	10.1		Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*
	10.2		Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*
	10.3		Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K of Travelport Limited filed on March 11, 2008).*
	31.1		Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	31.2		Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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


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


Balance at January 1, 2008	$	8
Restructuring charges		9
Cash payments		(7	)

Balance at March 31, 2008	$	10

Statement of Operations	Three Months Ended March 31, 2008

Net revenue	$	219
Operating expenses		220

Operating loss		(1	)
Interest expense, net		(16	)

Loss before income taxes		(17	)
Income tax benefit		2

Net loss	$	(15	)


		TRAVELPORT LIMITED
Date: September 26, 2008		/s/ Michael E. Rescoe Michael E. Rescoe Executive Vice President and Chief Financial Officer
Date: September 26, 2008		/s/ William J. Severance William J. Severance Senior Vice President and Chief Accounting Officer


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

	Three Months Ended March 31, 2007

Net revenue	$	7

Costs and expenses
Cost of revenue		3
Selling, general and administrative		3
Depreciation and amortization		1

Total costs and expenses		7

Loss before income taxes		—
Benefit for income taxes		—

Loss from discontinued operations, net of tax	$	—

	As of December 31, 2007		As of March 31, 2008

Derivative contracts	$	101	$	172
Prepaid expenses		46		49
Sales and use tax receivables		37		41
Other		68		69

	$	252	$	331

	As of December 31, 2007						As of March 31, 2008

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-Amortizable Intangible Assets
Goodwill	$	1,757					$	1,829

Trademarks and tradenames	$	510					$	525

Amortizable Intangible Assets
Customer relationships	$	1,826	$	157	$	1,669	$	1,881	$	197	$	1,684
Vendor relationships and other		52		4		48		56		4		52

	$	1,878	$	161	$	1,717	$	1,937	$	201	$	1,736

		As of December 31, 2007			As of March 31, 2008

Marketable Securities—Leve1 1—Quoted Prices in Active Markets		$	4		$	6
Derivatives—Level 2—Significant Other Observable Inputs
	Unrealized foreign exchange gains on foreign currency interest rate swaps		133			211
	Foreign exchange forwards—assets		1			5
	Foreign exchange forwards—liabilities		(5	)		(7	)
	Unrealized loss on interest rate swaps		(37	)		(50	)

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

EBITDA	$	102		$	143
Interest expense, net		(85	)		(86	)
Depreciation and amortization		(54	)		(67	)

Loss from continuing operations before income taxes and equity in losses of investments, net	$	(37	)	$	(10	)

	As of December 31, 2007		As of March 31, 2008

GDS	$	3,228	$	3,254
GTA		2,087		2,226
Corporate and other		835		790

Total	$	6,150	$	6,270

	Three Months Ended March 31,

	2007			2008
Corporate and unallocated expenses	$	(23	)	$	(25	)
Gain on early extinguishment of debt		—			9
Restructuring and related activities		(1	)		(2	)
Separation costs		(2	)		—
Equity compensation		(3	)		—
Transaction and integration costs		(7	)		(12	)
Sponsor monitoring		(2	)		—
Other, including gain (loss) on foreign currency		3			(2	)

	$	(35	)	$	(32	)

		Three Months Ended March 31,						Change

		2007			2008			$
Cash provided by (used in):
	Operating activities	$	161		$	(51	)	$	(212	)
	Investing activities		(35	)		(17	)		18
	Financing activities		(4	)		(38	)		(34	)
Effects of exchange rate changes			1			4			3

Net change in cash and cash equivalents from continuing operations		$	123		$	(102	)	$	(225	)