10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

or

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

300 Galleria Parkway

Atlanta, GA 30339

(Address of principal executive offices, including zip code)

(770) 563-7400

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x Smaller reporting company  ¨

(Do not check if a smaller reporting company)

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

As of August 7, 2014, 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
Item 1.	Financial Statements (unaudited)		4
	Consolidated Condensed Statements of Operations for the Three and Six Months Ended June  30, 2014 and 2013 (unaudited)		4
	Consolidated Condensed Statements of Comprehensive Income (Loss) for the Three and Six  Months Ended June 30, 2014 and 2013 (unaudited)		5
	Consolidated Condensed Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013		6
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (unaudited)		7
	Consolidated Condensed Statement of Changes in Total Equity (Deficit) for the Six Months Ended June 30, 2014 (unaudited)		8
	Notes to the Consolidated Condensed Financial Statements (unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		58
Item 4.	Controls and Procedures		58
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		60
Item 1A.	Risk Factors		60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		60
Item 3.	Defaults upon Senior Securities		60
Item 4.	Mine Safety Disclosures		60
Item 5.	Other Information		60
Item 6.	Exhibits		60
	Signatures		62

1

FORWARD-LOOKING STATEMENTS

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

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results of operations or those anticipated or predicted by these forward-looking statements:

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

• the impact our outstanding indebtedness may have on the way we operate our business;

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

• our ability to maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms;

• our ability to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams;

• the impact on travel provider capacity and inventory resulting from consolidation of the airline industry;

• our ability to grow adjacencies, such as eNett, in which we own a majority interest;

• general economic and business conditions in the markets in which we operate, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the eurozone;

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

• our ability to achieve expected cost savings from our efforts to improve operational efficiency;

• maintenance and protection of our information technology and intellectual property; and

• financing plans and access to adequate capital on favorable terms.

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

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the

2

Securities and Exchange Commission (the “SEC”) on March 10, 2014, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 9, 2014, as well as any other cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of operations, financial position and cash flows.

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

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in $ millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net revenue	$	551		$	537		$	1,123		$	1,085
Costs and expenses
Cost of revenue		337			326			690			659
Selling, general and administrative		97			106			185			200
Depreciation and amortization		57			49			113			101
Total costs and expenses		491			481			988			960
Operating income		60			56			135			125
Interest expense, net		(87	)		(104	)		(170	)		(174	)
Loss on early extinguishment of debt		(9	)		(49	)		(14	)		(49	)
Gain on sale of shares of Orbitz Worldwide		52			—			52			—
Income (loss) before income taxes and share of earnings (losses) in equity method investments		16			(97	)		3			(98	)
Provision for income taxes		(12	)		(6	)		(22	)		(17	)
Share of earnings (losses) in equity method investments		1			—			(3	)		2
Net income (loss)		5			(103	)		(22	)		(113	)
Net income attributable to non-controlling interest in subsidiaries		(1	)		(2	)		(3	)		(2	)
Net income (loss) attributable to the Company	$	4		$	(105	)	$	(25	)	$	(115	)

See Notes to the Consolidated Condensed Financial Statements

4

TRALVEPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in $ millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net income (loss)	$	5		$	(103	)	$	(22	)	$	(113	)
Other comprehensive income (loss), net of tax:
Currency translation adjustment, net of tax		1			(5	)		2			(8	)
Realization of losses on cash flow hedges, net of tax		5			—			4			—
Unrealized actuarial loss on defined benefit plans, net of tax		—			(1	)		—			(1	)
Unrealized (loss) gain on equity investment, net of tax		(3	)		6			(4	)		11
Other comprehensive income, net of tax		3			—			2			2
Comprehensive income (loss)		8			(103	)		(20	)		(111	)
Comprehensive income attributable to non-controlling interest in subsidiaries		(1	)		(2	)		(3	)		(2	)
Comprehensive income (loss) attributable to the Company	$	7		$	(105	)	$	(23	)	$	(113	)

See Notes to the Consolidated Condensed Financial Statements

5

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)

(in $ millions)	June 30, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	93		$	154
Accounts receivable (net of allowances for doubtful accounts of $13 and $13)		215			177
Deferred income taxes		1			1
Other current assets		112			134
Total current assets		421			466
Property and equipment, net		413			428
Goodwill		1,000			986
Trademarks and tradenames		314			314
Other intangible assets, net		669			671
Cash held as collateral		70			79
Investment in Orbitz Worldwide		10			19
Deferred income tax		5			5
Other non-current assets		114			120
Total assets	$	3,016		$	3,088
Liabilities and equity
Current liabilities:
Accounts payable	$	58		$	72
Accrued expenses and other current liabilities		555			540
Deferred income taxes		24			24
Current portion of long-term debt		46			45
Total current liabilities		683			681
Long-term debt		3,210			3,528
Deferred income taxes		24			18
Other non-current liabilities		168			172
Total liabilities		4,085			4,399
Commitments and contingencies (Note 11)
Shareholders’ equity (deficit):
Common shares ($1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding)		—			—
Additional paid in capital		956			691
Accumulated deficit		(1,964	)		(1,939	)
Accumulated other comprehensive loss		(80	)		(82	)
Total shareholders’ equity (deficit)		(1,088	)		(1,330	)
Equity attributable to non-controlling interest in subsidiaries		19			19
Total equity (deficit)		(1,069	)		(1,311	)
Total liabilities and equity	$	3,016		$	3,088

See Notes to the Consolidate Condensed Financial Statements

6

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

(in $ millions)	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Operating activities
Net loss	$	(22	)	$	(113	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		113			101
Amortization of customer loyalty payments		37			29
Gain on sale of shares of Orbitz Worldwide		(52	)		—
Amortization of debt finance costs		6			19
Accrual of repayment fee and amortization of debt discount		5			1
Loss on early extinguishment of debt		14			49
Payment-in-kind interest		12			9
Share of losses (earnings) in equity method investments		3			(2	)
Equity-based compensation		9			2
Deferred income taxes		5			—
Pension liability contribution		(3	)		—
Customer loyalty payments		(45	)		(36	)
Changes in assets and liabilities:
Accounts receivable		(38	)		(65	)
Other current assets		9			(4	)
Accounts payable, accrued expenses and other current liabilities		(22	)		(9	)
Other		11			31
Net cash provided by operating activities		42			12
Investing activities
Property and equipment additions		(54	)		(46	)
Proceeds from sale of shares of Orbitz Worldwide		54			—
Purchase of non-controlling interest in a subsidiary		(65	)		—
Business acquired, net of cash		(10	)		—
Purchase of equity method investment		(10	)		—
Other		—			(6	)
Net cash used in investing activities		(85	)		(52	)
Financing activities
Proceeds from revolver borrowings		50			53
Repayment of revolver borrowings		(50	)		(73	)
Repayment of capital lease obligations		(15	)		(8	)
Release of cash provided as collateral		9			137
Repayment of term loans		(8	)		(1,659	)
Payment related to early extinguishment of debt		(3	)		—
Proceeds from term loans		—			2,169
Repurchase of Senior Notes		—			(413	)
Cash provided as collateral		—			(93	)
Debt finance costs		—			(55	)
Distribution to a parent company		—			(6	)
Other		(1	)		(4	)
Net cash (used in) provided by financing activities		(18	)		48
Effect of changes in exchange rate on cash and cash equivalents		—			(1	)
Net (decrease) increase in cash and cash equivalents		(61	)		7
Cash and cash equivalents at beginning of period		154			110
Cash and cash equivalents at end of period	$	93		$	117
Supplementary disclosures of cash flow information
Interest payments		150			145
Income tax payments, net		13			13
Non-cash exchange of senior subordinated notes for equity of a parent company (see Note 9)		257			—
Non-cash exchange of senior notes for equity of a parent company (see Note 9)		60			—
Non-cash capital lease additions		6			5
Non-cash distribution to a parent company		—			25
Exchange of Senior Priority Secured Notes for Tranche 2 Loans		—			229
Exchange of Senior Notes due 2014 and 2016 for new Senior Notes due 2016		—			591

See Notes to the Consolidated Condensed Financial Statements

7

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY (DEFICIT)

(unaudited)

(in $ millions)	Common Shares		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non- Controlling Interest in Subsidiaries			Total Equity (Deficit)
Balance as of December 31, 2013		—	$	691		$	(1,939	)	$	(82	)	$	19		$	(1,311	)
Contribution from a parent company		—		323			—			—			—			323
Purchase of non-controlling interest in a subsidiary		—		(62	)		—			—			(3	)		(65	)
Equity-based compensation		—		9			—			—			—			9
Net share settlement for equity based compensation		—		(5	)		—			—			—			(5	)
Comprehensive (loss) income, net of tax		—		—			(25	)		2			3			(20	)
Balance as of June 30, 2014		—	$	956		$	(1,964	)	$	(80	)	$	19		$	(1,069	)

See Notes to the Consolidated Condensed Financial Statements

8

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. With a presence in over 170 countries, Travelport is a privately owned company comprised of:

The Travel Commerce Platform (formerly known as the global distribution system or “GDS” business), through which the Company facilitates travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel buyers in the Company’s proprietary business to business (“B2B”) travel commerce platform. As travel industry needs evolve, Travelport is utilizing its Travel Commerce Platform to redefine the electronic distribution and merchandising of airline core and ancillary products, as well as extending its reach into the growing world of travel commerce beyond air, including to hotel, car rental, rail, cruise-line and tour operators. In addition, Travelport has leveraged its domain expertise in the travel industry to design a pioneering B2B payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. Travelport utilizes the extensive data managed by its platform to provide an array of additional services, such as advertising solutions, subscription services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users.

Through its Technology Services, Travelport provides critical hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling and other solutions, enabling them to focus on their core business competencies and reduce costs. The Company manages reservations, inventory management and other related critical systems for Delta Air Lines Inc. (“Delta”).

As of June 30, 2014, the Company also owned approximately 36% of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), a leading global online travel company, (see Note 14—Subsequent Events).

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, 2013 balance sheet which was derived from audited financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

In presenting the consolidated condensed financial statements in accordance with US GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of 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 2013 Annual Report on Form 10-K filed with the SEC on March 10, 2014.

2. Recently Issued Accounting Pronouncements

Compensation—Stock Compensation

In June 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance on accounting for stock compensation where share-based payment awards granted to employees require specific performance target

9

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition.

The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, although earlier adoption is permitted. The Company is assessing the implications of adoption of this update on its consolidated condensed financial statements.

Revenue Recognition

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

The guidance is applicable to the Company for the interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on its consolidated condensed financial statements.

Discontinued Operations

In April 2014, the FASB issued guidance on discontinued operations that increased the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.

This guidance is applicable to the Company on a prospective basis for interim and annual reporting periods beginning after December 15, 2014 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, other than disclosures.

Presentation of an Unrecognized Tax Benefit

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit as a reduction to a deferred tax asset when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists except in certain circumstances. The Company adopted the provisions of this guidance effective January 1, 2014, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Accounting for Cumulative Translation Adjustment

In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity. The guidance

10

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

provides the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held.

This guidance is applicable to the Company on a prospective basis for interim and annual reporting periods beginning after December 15, 2014 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

3. Orbitz Worldwide

In May 2014, the Company sold 8.6 million shares of Orbitz Worldwide for net proceeds of $54 million. This resulted in a gain of $52 million, which the Company recognized in its consolidated condensed statements of operations for the three and six months ended June 30, 2014. The Company’s investment in Orbitz Worldwide reduced from approximately 45% as of December 31, 2013 to approximately 36% as of June 30, 2014. In July 2014, the Company sold substantially all of its remaining shares in Orbitz Worldwide for net proceeds of approximately $312 million and used the proceeds to repay a portion of its outstanding first lien term loans. During the three and six months ended June 30, 2014 and 2013, the Company accounted for its investments in Orbitz Worldwide under the equity method of accounting and recorded its share of Orbitz Worldwide’s net income (loss) and other comprehensive income (loss) in its consolidated condensed statements of operations and consolidated condensed statements of comprehensive income (loss), respectively (see Note 14—Subsequent Events).

As of June 30, 2014 and December 31, 2013, the carrying value of the Company’s investment in Orbitz Worldwide was $10 million and $19 million, respectively. The fair value of the Company’s investment in Orbitz Worldwide as of June 30, 2014 was approximately $354 million.

Presented below are the summary results of operations for Orbitz Worldwide for the three and six months ended June 30, 2014 and 2013:

(in $ millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net revenue	$	248		$	226		$	458		$	429
Operating expenses		225			203			424			409
Operating income		23			23			34			20
Interest expense, net		(8	)		(13	)		(18	)		(22	)
Loss on early extinguishment of debt		(2	)		(18	)		(2	)		(18	)
Income (loss) before income taxes		13			(8	)		14			(20	)
(Provision for) benefit from income taxes		(6	)		9			(13	)		167
Net income	$	7		$	1		$	1		$	147

The Company recorded earnings (losses) of $1 million and $(3) million related to its investment in Orbitz Worldwide for the three and six months ended June 30, 2014, respectively, within the share of earnings (losses) in equity method investments in the Company’s consolidated condensed statements of operations. For the three and six months ended June 30, 2013, the Company recorded earnings of $0 and $2 million, respectively, within the share of earnings (losses) in equity method investments in the Company’s consolidated condensed statements of operations.

11

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

3. Orbitz Worldwide (Continued)

In the first quarter of 2013, Orbitz Worldwide concluded that a significant portion of its US valuation allowance on deferred tax assets was no longer required, resulting in a recognition of a benefit from income taxes of $158 million in its consolidated condensed statements of operations.

Net revenue disclosed above includes approximately $27 million and $52 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and six months ended June 30, 2014, respectively. Net revenue disclosed above includes approximately $23 million and $47 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and six months ended June 30, 2013, respectively.

As of June 30, 2014 and December 31, 2013, the Company had balances payable to Orbitz Worldwide of approximately $17 million and $12 million, respectively, which are included on the Company’s consolidated condensed balance sheets within accrued expenses and other current liabilities.

4. Other Current Assets

Other current assets consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Restricted cash	$	35	$	44
Sales and use tax receivables		28		30
Prepaid expenses		21		22
Prepaid incentives		12		20
Derivative assets		1		3
Other		15		15
	$	112	$	134

Restricted cash represents cash held on behalf of clients for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments.

5. Property and Equipment, Net

Property and equipment, net, consisted of:

	June 30, 2014							December 31, 2013
(in $ millions)	Cost		Accumulated depreciation			Net		Cost		Accumulated depreciation			Net
Capitalized software	$	702	$	(498	)	$	204	$	650	$	(449	)	$	201
Computer equipment		288		(161	)		127		281		(139	)		142
Building and leasehold improvements		19		(9	)		10		17		(8	)		9
Construction in progress		72		—			72		76		—			76
	$	1,081	$	(668	)	$	413	$	1,024	$	(596	)	$	428

The Company recorded depreciation expense of $37 million and $29 million during the three months ended June 30, 2014 and 2013, respectively. The Company recorded depreciation expense of $74 million and $61 million during the six months ended June 30, 2014 and 2013, respectively.

12

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

5. Property and Equipment, Net (Continued)

As of June 30, 2014 and December 31, 2013, the Company had net capital lease assets of $94 million and $104 million, respectively, included within computer equipment.

The amount of interest on capital projects capitalized was $3 million and $1 million for the three months ended June 30, 2014 and 2013, respectively. The amount of interest on capital projects capitalized was $5 million and $2 million for the six months ended June 30, 2014 and 2013, respectively.

6. Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2014 and June 30, 2014 are as follows:

(in $ millions)	January 1, 2014			Additions			Retirements			Foreign Exchange		June 30, 2014
Non-Amortizable Assets:
Goodwill	$	986		$	14		$	—		$	—	$	1,000
Trademarks and tradenames		314			—			—			—		314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			1		1,130
Accumulated amortization		(610	)		(39	)		—			—		(649	)
Acquired intangible assets, net		519			(39	)		—			1		481
Customer loyalty payments		306			72			(44	)		1		335
Accumulated amortization		(154	)		(37	)		44			—		(147	)
Customer loyalty payments, net		152			35			—			1		188
Other intangible assets, net	$	671		$	(4	)	$	—		$	2	$	669

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2013 and June 30, 2013 are as follows:

(in $ millions)	January 1, 2013			Additions			Retirements			Foreign Exchange			June 30, 2013
Non-Amortizable Assets:
Goodwill	$	986		$	—		$	—		$	—		$	986
Trademarks and tradenames		314			—			—			—			314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			—			1,129
Accumulated amortization		(530	)		(40	)		—			—			(570	)
Acquired intangible assets, net		599			(40	)		—			—			559
Customer loyalty payments		274			36			(50	)		(3	)		257
Accumulated amortization		(156	)		(29	)		50			—			(135	)
Customer loyalty payments, net		118			7			—			(3	)		122
Other intangible assets, net	$	717		$	(33	)	$	—		$	(3	)	$	681

In May 2014, the Company made an acquisition for $14 million, of which $10 million was paid in cash and $4 million is deferred consideration to be paid upon resolution of certain items. The acquisition resulted in goodwill of $14 million. As of June 30, 2014, the Company is in the process of allocating the purchase consideration to acquired identifiable assets and liabilities.

13

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

6. Intangible Assets (Continued)

The Company paid cash of $45 million and $36 million for customer loyalty payments during the six months ended June 30, 2014 and 2013, respectively. Further, as of June 30, 2014 and December 31, 2013, the Company had balances payable of $62 million and $35 million, respectively, for customer loyalty payments (see Note 8).

Amortization expense for acquired intangible assets, which consists of customer relationships, was $20 million for both of the three months ended June 30, 2014 and 2013, respectively, and $39 million and $40 million for the six months ended June 30, 2014 and 2013, respectively, and is included as a component of depreciation and amortization on the Company’s consolidated condensed statements of operations.

Amortization expense for customer loyalty payments was $19 million and $15 million for the three months ended June 30, 2014 and 2013, respectively, and $37 million and $29 million for the six months ended June 30, 2014 and 2013, respectively, and is included within cost of revenue or revenue in the Company’s consolidated condensed statements of operations.

7. Other Non-Current Assets

Other non-current assets consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Deferred financing costs	$	33	$	40
Supplier prepayments		29		24
Pension assets		13		11
Prepaid incentives		9		22
Derivative assets		4		8
Other		26		15
	$	114	$	120

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Accrued commissions and incentives	$	298	$	253
Accrued interest expense		62		73
Accrued payroll and related		62		80
Customer prepayments		35		44
Deferred revenue		29		30
Accrued sponsor monitoring fee		23		26
Income tax payable		16		15
Pension and post-retirement benefit liabilities		1		1
Derivative contracts		—		1
Other		29		17
	$	555	$	540

Included in accrued commissions and incentives are $62 million and $35 million of accrued customer loyalty payments as of June 30, 2014 and December 31, 2013, respectively.

14

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Interest rate		Maturity(1)		June 30, 2014		December 31, 2013
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated(2)		L+4 1⁄4%		June 2018	$	—	$	—
Term loans
Dollar denominated(2)		L+5%		June 2019		1,519		1,525
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan(3)		L+8%		January 2016		647		644
Tranche 2 dollar denominated term loan(4)		8 3⁄8%		December 2016		239		234
Unsecured debt
Senior Notes
Dollar denominated notes(5)		13 7⁄8%		March 2016		370		411
Dollar denominated floating rate notes(6)		L+8 5⁄8%		March 2016		177		188
Senior Subordinated Notes
Dollar denominated notes		11 7⁄8%		September 2016		159		272
Euro denominated notes		10 7⁄8%		September 2016		47		192
Capital leases						98		107
Total debt						3,256		3,573
Less: current portion						46		45
Long-term debt					$	3,210	$	3,528

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) Minimum LIBOR floor of 1.25%

(3) Minimum LIBOR floor of 1.5%

(4) Cash interest of 4% and payment-in-kind interest of 4.375%

(5) Cash interest of 11.375% and payment-in-kind interest of 2.5%

(6) Cash interest of LIBOR+6.125% plus payment-in-kind interest of 2.5%

In March 2014, Travelport Worldwide Limited (“Travelport Worldwide”), the Company’s indirect parent company, acquired $43 million of dollar denominated senior subordinated notes and $92 million (€67 million) of euro denominated senior subordinated notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior subordinated notes to the Company, which the Company subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $5 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

In June 2014, Travelport Worldwide acquired an additional $70 million of dollar denominated senior subordinated notes, $52 million (€39 million) of euro denominated senior subordinated notes, $47 million of dollar denominated fixed rate senior notes and $13 million of dollar denominated floating rate senior notes of the

15

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt (Continued)

Company in exchange for its common shares. Travelport Worldwide contributed these senior notes and senior subordinated notes to the Company, which the Company subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $9 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

On June 27, 2014, Travelport Worldwide launched an offer to exchange the senior notes and senior subordinated notes issued by the Company’s subsidiaries into its common shares. As of July 25, 2014, approximately $164 million in aggregate principal amount of notes were tendered and accepted in exchange for approximately 102 million common shares of Travelport Worldwide, at a value of $1.64 per common share.

On July 11, 2014, Travelport Worldwide entered into an agreement with certain term loan lenders to exchange approximately 58 million of its common shares, at a value of $1.64 per common share, for approximately $91 million of first lien and second lien term loans under Travelport LLC’s (the Company’s wholly-owned subsidiary) sixth amended and restated credit agreement and second lien credit agreement.

Based on the results of the exchange offers and the term loan exchange through the date of this Quarterly Report on Form 10-Q, Travelport Worldwide exchanged approximately 360.5 million of its common shares for approximately $571 million principal amount of total debt of the Company, and as such debt was canceled by the Company’s subsidiaries after such debt was contributed to the Company.

The Company also repaid $312 million of first lien term loans from the proceeds received from the sale of shares of Orbitz Worldwide (see Note 14—Subsequent Events).

During the six months ended June 30, 2014, the Company (i) repaid $8 million as its quarterly repayment of term loans, (ii) accreted $2 million as interest expense towards the repayment fee on the second lien Tranche 1 loans, (iii) amortized $3 million as discount on term loans, (iv) capitalized $13 million related to payment-in-kind interest into the senior notes and second lien Tranche 2 dollar denominated term loans and (v) repaid $15 million under its capital lease obligations and entered into $6 million of new capital leases for information technology assets.

The Company has a $120 million revolving credit facility with a consortium of banks under its senior secured credit agreement. During the six months ended June 30, 2014, the Company borrowed $50 million under this facility and repaid $50 million. As of June 30, 2014, the Company had no outstanding balance under its revolving credit facility with $120 million of remaining borrowing capacity under this facility.

The Company has a $137 million of cash collateralized letters of credit facility, maturing in June 2018. The terms under the letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit. As of June 30, 2014, $67 million of letters of credit were outstanding under the terms of the facility, against which the Company provided $70 million as cash collateral, and the Company had $70 million of remaining capacity under its letters of credit facility.

16

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt (Continued)

Debt Maturities

Aggregate maturities of debt as of June 30, 2014 are as follows (see Note 14—Subsequent Events):

(in $ millions)	Twelve Months Ending June 30,(2)
2015	$	46
2016		1,235
2017		481
2018		26
2019(1)		1,459
Thereafter		9
	$	3,256

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) The above table excludes (i) $56 million of payment-in-kind interest and $7 million of repayment fees for the term loans under the second lien credit agreement and senior notes, of which $5 million of payment-in-kind interest has been accrued within other non-current liabilities as of June 30, 2014 and (ii) $23 million of debt discount on term loans under the senior secured credit agreement and second lien credit agreement.

10. Financial Instruments

The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes. During the six months ended June 30, 2014, there was no material change in the Company’s interest rate and foreign currency risk management policies or in its fair value methodology except as set out below.

In June 2014, the Company ceased hedge accounting for its interest rate cap derivative instruments. With the exchange of common shares of Travelport Worldwide for the Company’s term loans in July 2014, which the Company subsequently canceled and reduced the principal amount of debt being hedged to under 100% of its notional amount and the Company’s announcement of the proposed refinancing of its capital structure in August 2014 (see Note 14—Subsequent Events), the Company determined that the hedge effectiveness could no longer be achieved. Further, the underlying future interest cash outflows hedged were considered as not probable of occurring, resulting in the Company realizing losses of $8 million accumulated within other comprehensive income (loss) and recognizing it within its consolidated condensed statements of operations.

As of June 30, 2014, the Company had a net asset position of $5 million related to derivative financial instruments associated with its floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

17

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Financial Instruments (Continued)

Presented below is a summary of the fair value of the Company’s derivative contracts recorded on the consolidated condensed balance sheets at fair value.

	Balance Sheet Location	Fair Value Asset				Balance Sheet Location	Fair Value (Liability)
(in $ millions)		June 30, 2014		December 31, 2013			June 30, 2014		December 31, 2013
Derivatives designated as hedging instruments:
Interest rate caps	Other non-current assets	$	—	$	8	Other non-current liabilities	$	—	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets		1		3	Accrued expenses and other current liabilities		—		(1	)
Interest rate caps	Other non-current assets		4		—	Accrued expenses and other current liabilities		—		—
Total fair value of derivative assets (liabilities)		$	5	$	11		$	—	$	(1	)

As of June 30, 2014, the notional amounts of the above derivative contracts were as follows:

(in $ millions)	Amount
Interest rate caps	$	2,330
Foreign currency forwards	$	103

The interest rate cap derivative contracts cover transactions for periods that do not exceed three years. All other contracts cover transactions for periods that do not exceed one year.

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments, during the six months ended June 30, 2014.

(in $ millions)	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net derivative asset as of January 1	$	10		$	11
Total gain (loss) for the period included in net loss		2			(14	)
Total loss for period accounted through other comprehensive income (loss)		(4	)		—
Proceeds from settlement of foreign exchange derivative contracts		(3	)		(2	)
Settlement of interest rate derivative contracts		—			3
Termination of foreign exchange derivative contracts (settlement pending)		—			(2	)
Net derivative asset (liability) as of June 30	$	5		$	(4	)

During the six months ended June 30, 2014, the Company received $3 million in relation to certain foreign exchange derivative contracts which were terminated in 2013 and included in other current assets as of December 31, 2013. During the six months ended June 30, 2013, the Company paid $7 million in relation to certain foreign exchange derivative contracts which were terminated in 2012 and included within accrued expenses and other current liabilities as of December 31, 2012.

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 2% and a recovery rate of 20% which are applied to the Company’s credit default swap adjustments. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company

18

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Financial Instruments (Continued)

has categorized derivative fair valuations at Level 2 of the fair value hierarchy. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of June 30, 2014.

The table below presents the impact of changes in fair values of derivatives on accumulated other comprehensive income (loss) and on net income (loss) during the three and six months ended June 30, 2014:

	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)								Location of Gain (Loss) Recorded in Income (Loss)	Amount of Gain (Loss) Recorded Net Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,						Six Months Ended June 30,
(in $ millions)	2014		2013		2014		2013			2014			2013			2014			2013
Derivatives designated as hedging instruments:
Interest rate caps	$	5	$	—	$	4	$	—	Interest expense, net	$	—		$	—		$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate swaps		N/A		N/A		N/A		N/A	Interest expense, net		(8	)		(2	)		(8	)		(3	)
Foreign currency contracts		N/A		N/A		N/A		N/A	Selling, general and administrative		—			3			2			(11	)
										$	(8	)	$	1		$	(6	)	$	(14	)

The table above includes unrealized gain on foreign currency derivative contracts of $1 million and $2 million for the three and six months ended June 30, 2014, respectively.

Fair Value Disclosures for All Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying value of cash held as collateral approximates to its fair value.

The fair values of the Company’s other financial instruments are as follows:

	Fair Value Hierarchy	June 30, 2014						December 31, 2013
(in $ millions)		Carrying Amount			Fair Value			Carrying Amount			Fair Value
Asset (liability)
Investment in Orbitz Worldwide	Level 1	$	10		$	354		$	19		$	349
Derivative assets	Level 2		5			5			11			11
Derivative liabilities	Level 2		—			—			(1	)		(1	)
Total debt	Level 2		(3,256	)		(3,363	)		(3,573	)		(3,693	)

The fair value of the Company’s investment in Orbitz Worldwide, which is categorized within Level 1 of the fair value hierarchy, has been determined based on quoted prices in active markets.

The fair value of the Company’s total debt has been determined by calculating the fair value of term loans, senior notes and senior subordinated notes based on quoted prices obtained from independent brokers for identical debt instruments when traded as an asset and is categorized within Level 2 of the fair value hierarchy.

19

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

11. Commitments and Contingencies

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2014, the Company had approximately $108 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $48 million relates to the twelve months ending June 30, 2015. These purchase obligations extend through 2017.

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 it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes 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 its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period.

Standard Guarantees/Indemnification

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) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) 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 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.

12. Equity

Contribution from a Parent Company

During the six months ended June 30, 2014, Travelport Worldwide acquired $257 million of senior subordinated notes and $60 million of senior notes of the Company from the holders of the notes, and such notes were contributed to the Company by Travelport Holdings Limited, its direct parent. The Company subsequently cancelled these notes, and the debt was considered as extinguished. The Company recorded the notes received from Travelport Holdings Limited at their fair value of $323 million as a contribution from its parent company.

20

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

12. Equity (Continued)

Purchase of Non-Controlling Interest in a Subsidiary

In June 2014, the Company acquired an additional 16% of equity from the non-controlling shareholders of its majority-owned subsidiary, eNett International (Jersey) Limited (“eNett”), for a total consideration of $65 million thereby increasing its ownership in eNett from 57% to 73%. The excess of consideration paid by the Company of $65 million over the carrying value of non-controlling interest acquired is recorded within additional paid in capital on the consolidated condensed balance sheets.

13. Equity-Based Compensation

Travelport Worldwide has two equity-based long-term incentive programs, the 2011 Equity Plan and 2013 Equity Plan under which restricted share units (“RSUs”) and stock options of Travelport Worldwide have been granted to the key employees of the Company. On January 1, 2014, all of the outstanding RSUs granted under the 2011 Equity Plan vested.

In May 2014, the Company communicated performance targets for the performance-based RSUs and stock options under the 2013 Equity Plan. Also in May 2014, the Company made a grant of time-based RSUs to certain employees. Consequently, 23.3 million of RSUs and 2 million of stock options were considered as granted for accounting purposes. The RSUs and stock options vest in April 2015 and April 2016, respectively, if the performance conditions are met and the participants remain in employment until then. Under the terms of the grant of the RSUs, vesting of a substantial portion of the time-based RSUs accelerates upon the completion of the proposed initial public offering by Travelport Worldwide or its wholly-owned subsidiary.

The activity of the Company’s RSUs and stock options for the six months ended June 30, 2014 is presented below:

	Shares					Restricted Share Units					Stock Options
(in millions, except per share, RSU or stock option fair value)	Number of Shares			Weighted Average Grant Date Fair Value		Number of RSUs			Weighted Average Grant Date Fair Value		Number of Options		Weighted Average Grant Date Fair Value
Balance as of January 1, 2014		6.4		$	0.74		41.8		$	0.39		2.0	$	0.12
Granted at fair market value		—			—		23.9		$	1.56		2.0	$	1.09
Vesting of restricted share units		8.5		$	0.44		(8.5	)	$	0.44		—		—
Forfeited/cancelled		—			—		(3.6	)	$	0.40		—		—
Net share settlement(1)		(3.7	)	$	0.45		—			—		—		—
Balance as of June 30, 2014		11.2		$	0.61		53.6		$	0.90		4.0	$	0.61

(1) The Company completed net share settlements for 3.7 million shares in Travelport Worldwide in connection with employee taxable income created upon issuance of shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

The fair values of employee options granted in June 2014 have been estimated as of the date of grant using the following weighted-average assumptions:

Expected term from grant date (in years)	3
Risk free interest rate	0.80	%
Expected volatility	60	%
Dividend yield	0	%

21

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

13. Equity-Based Compensation (Continued)

The weighted-average exercise price of options granted in June 2014 was $0.75 per option, with the remaining weighted average expected term as of June 30, 2014 of 3 years. None of the stock options have vested or have become exercisable as of June 30, 2014.

Compensation expense for the six months ended June 30, 2014 and 2013 resulted in a credit to equity on the Company’s consolidated condensed balance sheets of $9 million and $2 million, respectively, which was offset by a decrease of approximately $5 million and $0, respectively, due to net share settlements as the cash payment of the taxes was effectively a repurchase of previously granted equity awards. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of June 30, 2014 will be approximately $44 million based on the fair value of the RSUs and the stock options on the grant date.

14. Subsequent Events

Debt Refinancing

On August 1, 2014, the Company announced the launch of a debt refinancing transaction seeking commitments from lenders (i) under a new senior secured credit agreement for an aggregate principal amount of $2,400 million, and the Company currently expects the new senior secured credit facility to be comprised of (a) a single tranche of term loans of $2,300 million maturing in 2021 and (b) a revolving credit facility of $100 million (which may be increased) maturing in 2019 and (ii) under a senior unsecured bridge loan facility in an aggregate principal amount of $500 million. The Company intends to use the net proceeds from this refinancing to repay certain existing indebtedness, including first and second lien term loans under the Company’s sixth amended and restated credit agreement and senior secured credit agreement, senior notes and senior subordinated notes.

Debt for Equity Exchanges

See Note 9—Long-Term Debt for a discussion of debt for equity exchanges.

Sale of shares of Orbitz Worldwide

On July 22, 2014, pursuant to an underwritten agreement, the Company sold 34 million shares of common stock of Orbitz Worldwide, along with an additional 5 million shares of common stock pursuant to the underwriter’s option to purchase additional shares. The price paid to the Company for the shares was $8.00 per firm share and $8.04 per optional share, with aggregate net proceeds of approximately $312 million. After giving effect to this sale, the Company owns less than 1% of the outstanding shares of Orbitz Worldwide and will discontinue equity method of accounting. The proceeds from the sale of Orbitz Worldwide shares were used to repay $312.2 million principal amount of term loans under the Company’s senior secured credit agreement.

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

All of the Company’s secured debt and its unsecured senior notes and senior subordinated notes are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of the Company’s existing and future domestic 100% owned subsidiaries (the “guarantor subsidiaries”). The guarantees are full, unconditional, joint and several.

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the three and six months ended June 30, 2014 and 2013, the consolidating condensed statements of comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013, consolidating condensed balance sheets as of June 30, 2014 and December 31, 2013, and the consolidating

22

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

condensed statements of cash flows for the six months ended June 30, 2014 and 2013 for: (a) Travelport Limited (the “Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, the “Intermediate Parent Guarantor”); (c) Travelport LLC (the “Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent, Intermediate Parent Guarantor and Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis.

In addition, the Company’s secured debt is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries, the net revenue, assets and operating income of which are included in the non-guarantor subsidiaries.

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	215		$	336		$	—	$	551
Costs and expenses
Cost of revenue		—			—			—			138			199			—		337
Selling, general and administrative		12			(1	)		—			82			4			—		97
Depreciation and amortization		—			—			—			40			17			—		57
Total costs and expenses		12			(1	)		—			260			220			—		491
Operating (loss) income		(12	)		1			—			(45	)		116			—		60
Interest expense, net		—			—			(85	)		(2	)		—			—		(87	)
Loss on early extinguishment of debt		—			—			(9	)		—			—			—		(9	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		16			(144	)		(50	)		—			—			178		—
Income (loss) before income taxes and share of earnings in equity method investments		4			(91	)		(144	)		(47	)		116			178		16
Provision for income taxes		—			—			—			(3	)		(9	)		—		(12	)
Share of earnings in equity method investments		—			1			—			—			—			—		1
Net income (loss)		4			(90	)		(144	)		(50	)		107			178		5
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(1	)		—		(1	)
Net income (loss) attributable to the Company	$	4		$	(90	)	$	(144	)	$	(50	)	$	106		$	178	$	4

23

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2014

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)	$	4	$	(90	)	$	(144	)	$	(50	)	$	107		$	178		$	5
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			1			—			1
Realization of losses on cash flow hedges, net of tax		—		—			5			—			—			—			5
Unrealized loss on equity investment, net of tax		—		(3	)		—			—			—			—			(3	)
Equity in other comprehensive income of subsidiaries		3		5			—			—			—			(8	)		—
Other comprehensive income (loss), net of tax		3		2			5			—			1			(8	)		3
Comprehensive income (loss)		7		(88	)		(139	)		(50	)		108			170			8
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—			—			—			(1	)		—			(1	)
Comprehensive income (loss) attributable to the Company	$	7	$	(88	)	$	(139	)	$	(50	)	$	107		$	170		$	7

24

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMTED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	205		$	332		$	—	$	537
Costs and expenses
Cost of revenue		—			—			—			115			211			—		326
Selling, general and administrative		8			—			12			33			53			—		106
Depreciation and amortization		—			—			—			35			14			—		49
Total costs and expenses		8			—			12			183			278			—		481
Operating (loss) income		(8	)		—			(12	)		22			54			—		56
Interest expense, net		—			—			(101	)		(3	)		—			—		(104	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(97	)		(143	)		18			—			—			222		—
(Loss) income before income taxes and share of earnings (losses) in equity method investments		(105	)		(143	)		(144	)		19			54			222		(97	)
Provision for income taxes		—			—			1			(1	)		(6	)		—		(6	)
Share of earnings (losses) in equity method investments		—			—			—			—			—			—		—
Net (loss) income		(105	)		(143	)		(143	)		18			48			222		(103	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company	$	(105	)	$	(143	)	$	(143	)	$	18		$	46		$	222	$	(105	)

25

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(105	)	$	(143	)	$	(143	)	$	18		$	48		$	222	$	(103	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(5	)		—		(5	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			6			—			—			—			—		6
Equity in other comprehensive loss of subsidiaries		—			(1	)		(1	)		—			—			2		—
Other comprehensive income (loss), net of tax		—			5			(1	)		(1	)		(5	)		2		—
Comprehensive (loss) income		(105	)		(138	)		(144	)		17			43			224		(103	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Comprehensive (loss) income attributable to the Company	$	(105	)	$	(138	)	$	(144	)	$	17		$	41		$	224	$	(105	)

26

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	425		$	698		$	—	$	1,123
Costs and expenses
Cost of revenue		—			—			—			274			416			—		690
Selling, general and administrative		15			(3	)		(1	)		85			89			—		185
Depreciation and amortization		—			—			—			94			19			—		113
Total costs and expenses		15			(3	)		(1	)		453			524			—		988
Operating (loss) income		(15	)		3			1			(28	)		174			—		135
Interest expense, net		—			—			(166	)		(4	)		—			—		(170	)
Loss on early extinguishment of debt		—			—			(14	)		—			—			—		(14	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		(10	)		(217	)		(38	)		—			—			265		—
(Loss) income before income taxes and share of losses in equity method investments		(25	)		(162	)		(217	)		(32	)		174			265		3
Provision for income taxes		—			—			—			(6	)		(16	)		—		(22	)
Share of losses in equity method investments		—			(3	)		—			—			—			—		(3	)
Net (loss) income		(25	)		(165	)		(217	)		(38	)		158			265		(22	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—		(3	)
Net (loss) income attributable to the Company	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	155		$	265	$	(25	)

27

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			2			—			2
Realization of losses on cash flow hedges, net of tax		—			—			4			—			—			—			4
Unrealized loss on equity investment, net of tax		—			(4	)		—			—			—			—			(4	)
Equity in other comprehensive income of subsidiaries		2			4			—			—			—			(6	)		—
Other comprehensive income (loss), net of tax		2			—			4			—			2			(6	)		2
Comprehensive (loss) income		(23	)		(165	)		(213	)		(38	)		160			259			(20	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—			(3	)
Comprehensive (loss) income attributable to the Company	$	(23	)	$	(165	)	$	(213	)	$	(38	)	$	157		$	259		$	(23	)

28

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	417		$	668		$	—	$	1,085
Costs and expenses
Cost of revenue		—			—			—			253			406			—		659
Selling, general and administrative		16			—			8			55			121			—		200
Depreciation and amortization		—			—			—			74			27			—		101
Total costs and expenses		16			—			8			382			554			—		960
Operating (loss) income		(16	)		—			(8	)		35			114			—		125
Interest expense, net		—			—			(169	)		(5	)		—			—		(174	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(99	)		(198	)		28			—			—			269		—
(Loss) income before income taxes and share of earnings in equity method investments		(115	)		(198	)		(198	)		30			114			269		(98	)
Provision for income taxes		—			—			—			(2	)		(15	)		—		(17	)
Share of earnings in equity method investments		—			2			—			—			—			—		2
Net (loss) income		(115	)		(196	)		(198	)		28			99			269		(113	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company	$	(115	)	$	(196	)	$	(198	)	$	28		$	97		$	269	$	(115	)

29

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269	$	(113	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(8	)		—		(8	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			11			—			—			—			—		11
Equity in other comprehensive income (loss) of subsidiaries		2			(1	)		(1	)		—			—			—		—
Other comprehensive income (loss), net of tax		2			10			(1	)		(1	)		(8	)		—		2
Comprehensive (loss) income		(113	)		(186	)		(199	)		27			91			269		(111	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Comprehensive (loss) income attributable to the Company	$	(113	)	$	(186	)	$	(199	)	$	27		$	89		$	269	$	(113	)

30

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	—		$	29		$	5	$	59	$	—	$	93
Accounts receivable, net		—			—			—			4		211		—		215
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		2			—			3			20		87		—		112
Total current assets		2			—			32			29		358		—		421
Investment in subsidiary/intercompany		(1,081	)		(1,266	)		1,851			—		—		496		—
Property and equipment, net		—			—			—			390		23		—		413
Goodwill		—			—			—			960		40		—		1,000
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			554		115		—		669
Cash held as collateral		—			—			70			—		—		—		70
Investment in Orbitz Worldwide		—			10			—			—		—		—		10
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			35			27		52		—		114
Total assets	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016
Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	37	$	21		—	$	58
Accrued expenses and other current liabilities		9			—			91			136		319		—		555
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			30		—		—		46
Total current liabilities		9			—			107			227		340		—		683
Long-term debt		—			—			3,142			68		—		—		3,210
Deferred income taxes		—			—			—			19		5		—		24
Other non-current liabilities		—			—			5			108		55		—		168
Total liabilities		9			—			3,254			422		400				4,085
Total shareholders’ equity (deficit) / intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		175		496		(1,088	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19
Total equity (deficit)/intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		194		496		(1,069	)
Total liabilities and equity	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016

31

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	—		$	25		$	51	$	78	$	—	$	154
Accounts receivable, net		—			—			—			51		126		—		177
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		—			—			7			26		101		—		134
Total current assets		—			—			32			128		306		—		466
Investment in subsidiary/intercompany		(1,315	)		(1,426	)		1,991			—		—		750		—
Property and equipment, net		—			—			—			405		23		—		428
Goodwill		—			—			—			960		26		—		986
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			577		94		—		671
Cash held as collateral		—			—			79			—		—		—		79
Investment in Orbitz Worldwide		—			19			—			—		—		—		19
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			48			35		37		—		120
Total assets	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088
Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	45	$	27	$	—	$	72
Accrued expenses and other current liabilities		15			1			104			124		296		—		540
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			29		—		—		45
Total current liabilities		15			1			120			222		323		—		681
Long-term debt		—			—			3,450			78		—		—		3,528
Deferred income taxes		—			—			—			14		4		—		18
Other non-current liabilities		—			—			6			113		53		—		172
Total liabilities		15			1			3,576			427		380		—		4,399
Total shareholders’ equity (deficit) / intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		93		750		(1,330	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19
Total equity (deficit)/ intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		112		750		(1,311	)
Total liabilities and equity	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088

32

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			94			19			—			113
Amortization of customer loyalty payments		—			—			—			11			26			—			37
Gain on sale of shares of Orbitz Worldwide		—			(52	)		—			—			—			—			(52	)
Amortization of debt finance costs		—			—			6			—			—			—			6
Accrual of repayment fee and amortization of debt discount		—			—			5			—			—			—			5
Loss on early extinguishment of debt		—			—			14			—			—			—			14
Payment-in-kind interest		—			—			12			—			—			—			12
Share of losses in equity method investments		—			3			—			—			—			—			3
Equity-based compensation		9			—			—			—			—			—			9
Deferred income taxes		—			—			—			5			—			—			5
Pension liability contribution		—			—			—			(3	)		—			—			(3	)
Customer loyalty payments		—			—			—			(22	)		(23	)		—			(45	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			9			(47	)		—			(38	)
Other current assets		(2	)		—			4			6			1			—			9
Accounts payable, accrued expenses and other current liabilities		6			1			12			(4	)		(37	)		—			(22	)
Other		—			—			7			13			(9	)		—			11
Net cash (used in) provided by operating activities		(12	)		(213	)		(157	)		71			88			265			42
Investing activities
Property and equipment additions		—			—			—			(52	)		(2	)		—			(54	)
Proceeds from sale of shares of Orbitz Worldwide		—			54			—			—			—			—			54
Purchase of non-controlling interest in a subsidiary		—			—			—			—			(65	)		—			(65	)
Business acquired		—			—			—			—			(10	)		—			(10	)
Purchase of equity method investment		—			—			—			—			(10	)		—			(10	)
Net intercompany funding		12			159			164			(50	)		(20	)		(265	)		—
Net cash provided by (used in) investing activities		12			213			164			(102	)		(107	)		(265	)		(85	)

33

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—		—		50			—			—			—		50
Repayment of revolver borrowings		—		—		(50	)		—			—			—		(50	)
Repayment of capital lease obligations		—		—		—			(15	)		—			—		(15	)
Release of cash provided as collateral		—		—		9			—			—			—		9
Repayment of term loans		—		—		(8	)		—			—			—		(8	)
Payment related to early extinguishment of debt		—		—		(3	)		—			—			—		(3	)
Other		—		—		(1	)		—			—			—		(1	)
Net cash used in financing activities		—		—		(3	)		(15	)		—			—		(18	)
Net increase (decrease) in cash and cash equivalents		—		—		4			(46	)		(19	)		—		(61	)
Cash and cash equivalents at beginning of period		—		—		25			51			78			—		154
Cash and cash equivalents at end of period		—		—	$	29		$	5		$	59			—	$	93

34

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269		$	(113	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			74			27			—			101
Amortization of customer loyalty payments		—			—			—			8			21			—			29
Amortization of debt finance costs and debt discount		—			—			19			—			—			—			19
Accrual of repayment fee and amortization of debt discount		—			—			1			—			—			—			1
Loss on early extinguishment of debt		—			—			49			—			—			—			49
Payment-in-kind interest		—			—			9			—			—			—			9
Share of earnings in equity method investments		—			(2	)		—			—			—			—			(2	)
Equity-based compensation		2			—			—			—			—			—			2
Equity in losses (earnings) of subsidiaries		99			198			(28	)		—			—			(269	)		—
Customer loyalty payments		—			—			—			(8	)		(28	)		—			(36	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(25	)		(40	)		—			(65	)
Other current assets		—			—			—			7			(11	)		—			(4	)
Accounts payable, accrued expenses and other current liabilities		—			—			19			28			(56	)		—			(9	)
Other		—			—			21			21			(11	)		—			31
Net cash (used in) provided by operating activities		(14	)		—			(108	)		133			1			—			12
Investing activities
Property and equipment additions		—			—			—			(44	)		(2	)		—			(46	)
Other		—			—			—			(6	)		—			—			(6	)
Net intercompany funding		20			—			35			(75	)		20			—			—
Net cash provided by (used in) investing activities		20			—			35			(125	)		18			—			(52	)

35

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—			—		53			—			—		—		53
Repayment of revolver borrowings		—			—		(73	)		—			—		—		(73	)
Repayment of capital lease obligations		—			—		—			(8	)		—		—		(8	)
Release of cash provided as collateral		—			—		137			—			—		—		137
Repayment of term loans		—			—		(1,659	)		—			—		—		(1,659	)
Proceeds from new term loans		—			—		2,169			—			—		—		2,169
Repurchase of Senior Notes		—			—		(413	)		—			—		—		(413	)
Cash provided as collateral		—			—		(93	)		—			—		—		(93	)
Debt finance costs		—			—		(55	)		—			—		—		(55	)
Distribution to a parent company		(6	)		—		—			—			—		—		(6	)
Other		—			—		(4	)		—			—		—		(4	)
Net cash provided by (used in) financing activities		(6	)		—		62			(8	)		—		—		48
Effect of changes in exchange rates on cash and cash equivalents		—			—		—			(1	)		—		—		(1	)
Net (decrease) increase in cash and cash equivalents		—			—		(11	)		(1	)		19		—		7
Cash and cash equivalents at beginning of period		—			—		51			3			56		—		110
Cash and cash equivalents at end of period		—			—	$	40		$	2		$	75		—	$	117

36

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

The following discussion and analysis of our results of operations and financial condition for the three and six months ended June 30, 2014 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. The following discussion and analysis includes forward-looking statements that reflect the current view of management and involve risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements as a result of factors discussed below and elsewhere in this Quarterly Report, particularly under the headings “Risk Factors” and “Forward-Looking Statements.”

Overview

We are a leading travel commerce platform providing distribution, technology, payment and other solutions for the $7 trillion global travel and tourism industry. We facilitate travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel agencies and other travel buyers in our proprietary business-to-business (“B2B”) travel commerce platform. We processed over $85 billion of travel spending in 2013. Since 2012, we have strategically invested with a focus on redefining our Travel Commerce Platform to address the trends, inefficiencies and unmet needs of all components of the travel value chain.

During the first quarter of 2014, our management realigned our internal reporting to better reflect the underlying operations and revenue streams. As a consequence of this transformation, we have represented our revenues in line with our focus of enabling travel commerce through our platform. We now present “Travel Commerce Platform” revenue which includes Air and Beyond Air revenue and Technology Services revenue which includes airline hosting. We no longer present “Transaction Processing” revenue and “Airline IT Solutions” revenue. As a result of this, we have also recomputed our performance metric “RevPas” for prior quarters in line with 2014 calculation and presentation. We have only one reporting segment.

Travel Commerce Platform

Our Travel Commerce Platform combines state-of-the-art technology with features, functionality and innovative solutions to address the high-volume and growing transaction processing requirements for the evolving needs of the travel industry.

Air

We provide comprehensive real-time search, pricing, booking, change, payment and integrated itinerary creation for travelers who use the services of online and offline travel agencies for both leisure and business travel. We provide such services to approximately 400 airlines globally, including approximately 85 Low Cost Carriers (“LCCs”). Our access to business travelers, merchandising capabilities and ability to process complex itineraries has recently attracted several fast-growing LCCs such as Air Asia, Ryanair and Spirit Airlines into our Travel Commerce Platform.

Beyond Air

We have expanded our Travel Commerce Platform with a fast growing portfolio of Beyond Air initiatives. Our Beyond Air portfolio includes hospitality, payment solutions, advertising and other platform services.

For the hospitality sector of the travel industry, we provide innovative distribution and merchandising solutions for hotel, car rental, rail, cruise-line and tour operators. Based on our estimates we offer the largest inventory of hotel properties on any travel platform in the world via our innovative distribution and merchandising solutions for both chain and independent hotels.

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We are an early adopter in automated B2B payments, which we believe are redefining payments between travel agencies to travel providers. eNett’s core offering is a Virtual Account Number (“VAN”) payment solution that automatically generates unique MasterCard numbers used to process payments globally. eNett’s operations currently focus on Asia Pacific and Europe, and we believe the model is highly scalable. We have expanded beyond the core hospitality sector into air travel, including LCCs, with further opportunities for growth in other sectors of the travel industry. eNett was formed in 2009, and in 2013, eNett settled over 10 million VANs.

In addition to distribution and payments, we utilize the broad connections and extensive data managed by our Travel Commerce Platform to provide advertising solutions that allow our travel providers to easily and cost-effectively promote upgrades, ancillary products or services, package deals and other offers. We also offer other platform services, including subscription services, processing services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users.

Technology Services

We provide critical hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling and other services, enabling them to focus on their core business competencies and reduce costs. We also host and manage reservations, inventory management and other related critical systems for Delta Air Lines Inc. (“Delta”), and in May 2014, we signed a new long-term agreement to continue to run the system infrastructure for the Delta platform in our Atlanta data center. In addition, we own 51% of IGT Solutions Private Ltd, an application development services provider based in New Delhi, India that is used for both internal and external software development.

Management Performance Metrics

Our management team monitors the performance of our operations against our strategic objectives. We assess our performance using both financial and non-financial measures. As a Travel Commerce Platform, we measure performance primarily on the basis of increases in both Reported Segments and Travel Commerce Platform revenue per Reported Segment (“RevPas”). Travel Commerce Platform RevPas is computed by dividing Travel Commerce Platform revenue by the total number of Reported Segments. Travel Commerce Platform revenue is generated from a wide portfolio of products and services, including traditional air bookings, ancillaries, hospitality, payment solutions, advertising and other platform services. Reported Segments means travel provider revenue generating units (net of cancellations) sold by our travel agency network, geographically presented by region based upon the point of sale location. We also use Adjusted Net Income (Loss) and Adjusted EBITDA as performance metric.

The table below sets out our performance metrics:

	Three Months Ended June 30,						Change				Six Months Ended June 30,						Change
(in $ millions, except segment data and RevPas)	2014			2013					%		2014			2013						%
Adjusted Net Loss(1)	$	(9	)	$	(15	)	$	6		34	$	(6	)	$	(1	)	$	(5	)		*
Adjusted EBITDA(1)		146			139			7		5		297			280			17			6
Travel Commerce Platform RevPas		5.75			5.66			0.09		2		5.68			5.56			0.12			2
Reported Segments		90			89			1		1		187			184			3			1

* Not meaningful

(1) Adjusted Net Income (Loss) is defined as net income (loss) from continuing operations excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, share of earnings (losses) in equity method investments, and items that are excluded under our debt covenants, such as gain on sale of shares of Orbitz Worldwide, non-cash equity-based compensation, certain corporate and restructuring costs, certain litigation and related costs, and other non-cash items such as foreign currency gains (losses) on euro denominated debt, and earnings hedges along with any income tax related to these exclusions.

(2) Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding depreciation and amortization of property and equipment, amortization of customer loyalty payments, interest, and income taxes.

38

We have included Adjusted Net Income (Loss) and Adjusted EBITDA as they are supplemental measures of operating performance that do not represent and should not be considered as alternatives to net income (loss), as determined under US GAAP. In addition, Adjusted Net Income (Loss) and Adjusted EBITDA may not be comparable to similarly named measures used by other companies. The presentation of Adjusted Net Income (Loss) and Adjusted EBITDA have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of Travelport’s results as reported under US GAAP.

We have included Adjusted Net Income (Loss) and Adjusted EBITDA as they are primary metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. Further, Adjusted EBITDA is a key element used to calculate our covenant ratios under our credit agreements and is used by the Board of Directors to determine incentive compensation for future periods.

We believe Adjusted Net Income and Adjusted EBITDA are useful measures as they allow management to monitor our ongoing core operations. The core operations represent the primary operations of the business. Since our formation, actual results have been significantly affected by events that are unrelated to our ongoing operations due to the number of changes to our business during that time.

As a travel commerce platform provider, we measure our growth primarily on the basis of increase in RevPas combined with measuring total air and non-air segment growth processed through our platform. As a result of realignment of revenue streams in the first quarter of 2014, certain revenue forming part of “Transaction processing revenue” is now a part of Technology Services and certain revenue forming part of “Airline IT Solutions” is now part of Travel Commerce Platform. As a result, our RevPas reported for earlier period has been recomputed to align with current period methodology.

The following table provides a reconciliation of net income (loss) to Adjusted Net Loss and to Adjusted EBITDA:

	Three Months Ended June 30,						Six Months Ended June 30,
(in $ millions)	2014			2013			2014			2013
Net income (loss)	$	5			$ (103	)		$ (22	)		$ (113	)
Adjustments:
Amortization of intangible assets(1)		20			20			39			40
Loss on early extinguishment of debt		9			49			14			49
Share of (earnings) losses in equity method investments		(1	)		—			3			(2	)
Gain on sale of shares of Orbitz Worldwide		(52	)		—			(52	)		—
Equity-based compensation		8			2			9			2
Corporate and restructuring costs(2)		3			3			6			4
Litigation and related costs(3)		—			2			—			12
Other—non cash(4)		(1	)		12			(3	)		7
Adjusted Net Loss		(9	)		(15	)		(6	)		(1	)
Adjustments:
Depreciation and amortization of property and equipment		37			29			74			61
Amortization of customer loyalty payments		19			15			37			29
Interest expense, net		87			104			170			174
Provision for income taxes		12			6			22			17
Adjusted EBITDA	$	146		$	139		$	297		$	280

(1) Relates primarily to intangible assets acquired in the sale of Travelport to Blackstone in 2006 and from the acquisition of Worldspan in 2007.

(2) Relates to costs associated with corporate development transactions and costs incurred to enhance our organization’s efficiency.

39

(3) Litigation and related costs relate to the American Airlines and bondholders litigation costs, each of which were settled in 2013.

(4) Other—non cash primarily includes unrealized losses (gains) on foreign currency exchange derivatives and revaluation losses (gains) of our euro denominated debt of $0 and $11 million for the three months ended June 30, 2014 and 2013, respectively, and $(1) million and $6 million for the six months ended June 30, 2014 and 2013, respectively.

Factors Affecting Results of Operations

Geographic Mix: Our geographically dispersed footprint helps insulate us from particular country or regional instability, allows for optimal information technology efficiency and enhances our value proposition to travel providers. We are well positioned to capture higher value business from travel providers operating in away markets, which results in higher per transaction revenue for both us and the travel providers we serve. The table below sets forth revenue by region for our Travel Commerce Platform for the three and six months ended June 30, 2014 and 2013:

	Three Months Ended June 30,				Six Months Ended June 30,
(in $ millions)	2014		2013		2014		2013
Asia Pacific	$	100	$	96	$	201	$	190
Europe		155		150		333		314
Latin America and Canada		22		22		45		44
Middle East and Africa		75		74		147		144
International		352		342		726		692
United States		166		165		334		332
Travel Commerce Platform	$	518	$	507	$	1,060	$	1,024

We expect some of the regions in which we currently operate, such as Asia Pacific, Latin America and the Middle East, to experience growth in travel that is greater than the global average due to factors such as economic growth and a growing middle class, while more mature regions, such as the United States, remain stable. As these emerging travel regions may grow at a higher rate than mature regions, the geographic distribution of our revenue may similarly shift.

Customer Mix: We believe our customer mix is broadly diversified, supporting our stable and recurring business model with high revenue visibility. We provide air distribution services to approximately 400 airlines globally, including approximately 85 LCCs. In addition, we serve numerous Beyond Air travel providers, including approximately 35,000 car rental locations and 55 cruise-line and tour operators. We aggregate travel content across approximately 67,000 travel agency locations representing 234,000 online and offline travel agency terminals worldwide, which in turn serves millions of end customers globally. Although none of our travel buyers or travel providers accounted for more than 10% of our revenue for the six months ended June 30, 2014, a change in the mix of our customers and services used by them on our Travel Commerce Platform can cause our revenue to change.

Renegotiated Legacy Contracts: Orbitz Worldwide is currently our largest travel agency on our Travel Commerce Platform and accounted for 7% of our net revenue for the six months ended June 30, 2014. In February 2014, we entered into a new long-term agreement under which Orbitz Worldwide will use our services in the United States and other countries. Under the new agreement, which replaced our existing agreement with Orbitz Worldwide, we will pay incremental benefits in 2014 and further increased fees in later years for each air, car and hotel segment. In addition, Orbitz Worldwide will receive wider flexibility to use traditional GDS providers for services beginning in 2015. In exchange for the enhanced payments, Orbitz Worldwide agreed to generate a minimum specified book of business through our Travel Commerce Platform and pay a shortfall

40

payment if the minimum volume is not met. Due to the increase in payments payable to Orbitz Worldwide under the new agreement, we expect a negative impact on our 2014 cash flow and no impact to our 2014 Adjusted EBITDA. From 2015 onwards, the combination of increased payments and greater flexibility for Orbitz Worldwide will have a greater impact on both our earnings and cash flow.

In May 2014, we restructured and extended our Technology Services relationship with Delta. Delta will acquire the data and intellectual property rights central to its passenger service and flight operations systems. We will continue to run the systems infrastructure and hosting for the Delta platform in our Atlanta data center on our hardware and with our systems monitoring and support. We will see a reduction in both revenue and costs, effective July 1, 2014, when we transitioned approximately 175 employees to Delta, and we estimate there will be a minor impact to our Adjusted EBITDA in 2015.

Seasonality: Our revenue can experience seasonal fluctuations, reflecting seasonal demand trends for the products and services we offer. These trends generally cause our revenue to be higher in the first and second quarters as compared to the third and fourth quarters of the calendar year. Revenue typically peaks during these times as travelers plan and purchase their upcoming spring and summer travel.

Foreign Exchange Fluctuations: We are exposed to movements in currency exchange rates that impact our operating results. While substantially all of our revenue is denominated in US dollars, a portion of our operating cost base, primarily commissions, is transacted in non-US dollar currencies (principally, the British pound, Euro and Australian dollar), and a portion of our debt is euro denominated.

Litigation and Related Costs: We are involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. We believe we have adequately accrued for such matters, and for costs of defending against such matters. However, litigation is inherently unpredictable and although we believe that our accruals are adequate and we have valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on our results of operations or cash flows in a particular reporting period.

Results of Operations

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

	Three Months Ended June 30,						Change
(in $ millions)	2014			2013			$			%
Net revenue	$	551		$	537		$	14			3
Costs and expenses
Cost of revenue		337			326			11			4
Selling, general and administrative		97			106			(9	)		(9	)
Depreciation and amortization		57			49			8			17
Total costs and expenses		491			481			10			2
Operating income		60			56			4			7
Interest expense, net		(87	)		(104	)		17			17
Loss on early extinguishment of debt		(9	)		(49	)		40			82
Gain on sale of shares of Orbitz Worldwide		52			—			52			*
Income (loss) before income taxes and share of earnings in equity method investments		16			(97	)		113			*
Provision for income taxes		(12	)		(6	)		(6	)		73
Share of earnings in equity method investments		1			—			1			*
Net income (loss)	$	5		$	(103	)	$	108			*

* Not meaningful

41

Net Revenue

Net revenue is comprised of:

	Three Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Air	$	410	$	410	$	—		—
Beyond Air		108		97		11		12
Travel Commerce Platform		518		507		11		2
Technology Services		33		30		3		7
Net Revenue	$	551	$	537	$	14		3

During the three months ended June 30, 2014, Net revenue increased by $14 million, or 3%, compared to the three months ended June 30, 2013. This increase was primarily driven by an increase of $11 million, or 2% in Travel Commerce Platform revenue.

Travel Commerce Platform

The table below sets forth Travel Commerce Platform RevPas and Reported Segments:

	Three Months Ended June 30,				Change
	2014		2013		$		%
Travel Commerce Platform RevPas (in $)	$	5.75	$	5.66	$	0.09		2
Reported Segments (in millions)		90		89		1		1

The increase in Travel Commerce Platform revenue of $11 million, or 2%, was due to an $11 million, or 12%, increase in Beyond Air revenue with Air revenue remaining flat. Overall, there was a 2% increase in Travel Commerce Platform RevPas and a 1% increase in Reported Segments.

Our Travel Commerce Platform continues to benefit from growth in Beyond Air revenue. The value of transactions processed on the Travel Commerce Platform increased to $23.7 billion for the three months ended June 30, 2014 from $22.9 billion for the three months ended June 30, 2013. We issued 31 million airline tickets in each period, and our percentage of Air segment revenue from away bookings was 63% in each period. We increased our hospitality segments per 100 airline tickets issued to 43 from 42, and we increased our hotel room nights sold to 16 million from 15 million, our car rental days sold to 22 million from 20 million and our eNett VANs settled to 3.5 million from 2.6 million.

The table below sets forth Travel Commerce Platform revenue by region:

	Three Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Asia Pacific	$	100	$	96	$	4		5
Europe		155		150		5		4
Latin America and Canada		22		22		—		(1	)
Middle East and Africa		75		74		1		1
International		352		342		10		3
United States		166		165		1		—
Travel Commerce Platform	$	518	$	507	$	11		2

42

The table below sets forth Reported Segments and RevPas by region:

	Segments (in millions)									RevPas (in $)
	Three Months Ended June 30,				Change					Three Months Ended June, 30				Change
	2014		2013				%			2014		2013		$			%
Asia Pacific		14		14		—		(1	)	$	7.09	$	6.67	$	0.42			6
Europe		22		22		—		1			7.14		6.98		0.16			2
Latin America and Canada		4		3		1		—			5.92		5.89		0.03			—
Middle East and Africa		10		10		—		(1	)		7.31		7.14		0.17			2
International		50		49		1		—			7.07		6.84		0.23			3
United States		40		40		—		1			4.13		4.17		(0.04	)		(1	)
Travel Commerce Platform		90		89		1		1		$	5.75	$	5.66	$	0.09			2

International

Our International Travel Commerce Platform revenue increased $10 million, or 3%, due to a 3% increase in RevPas with Reported Segments remaining flat. The RevPas increase across the regions was a result of growing our Beyond Air offerings, including growth in payment solutions, hospitality, advertising and other platform services. Our International Travel Commerce Platform revenue as a percentage of Total Commerce Platform revenue increased from 67% for the three months ended June 30, 2013 to 68% for the three months ended June 30, 2014.

Asia Pacific

Revenue in Asia Pacific increased $4 million, or 5%, due to a 6% increase in RevPas offset by a 1% decrease in Reported Segments primarily due to a reduction of Reported Segments in Australia. RevPas increased 6% due to growth in Air revenue and growth in Beyond Air including increased revenue from other platform services.

Europe

Revenue in Europe increased $5 million, or 4%, due to a 1% increase in Reported Segments and a 2% increase in RevPas. Reported Segment increased primarily due to increased segments with strong growth in the United Kingdom and Greece offset by declining segments in France. RevPas increased due to Beyond Air growth, including increased revenue from eNett.

Latin America and Canada

Revenue in Latin America and Canada substantially remained flat.

Middle East and Africa

Revenue in the Middle East and Africa increased $1 million, or 1%, due to a 2% increase in RevPas offset by a 1% decrease in Reported Segments.

United States

Revenue in the United States increased $1 million, primarily due to 1% increase in Reported Segments partially offset by a 1% decrease in RevPas.

Technology Services

Technology Services revenue increased by $3 million, or 7%, due to increased hosting revenue.

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Cost of Revenue

Cost of revenue is comprised of:

	Three Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Commissions	$	258	$	249	$	9		3
Technology costs		79		77		2		3
Cost of revenue	$	337	$	326	$	11		4

Cost of revenue increased by $11 million, or 4%, primarily as a result of a $9 million, or 3%, increase in commission costs. Commissions paid to travel agencies increased due to a 2% increase in travel distribution cost per segment, a 1% increase in Reported Segments and incremental commission costs from our payment processing business. Commissions included amortization of customer loyalty payments of $19 million and $15 million for the three months ended June 30, 2014 and 2013, respectively. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services increased by $2 million, or 3%.

Selling, General and Administrative (SG&A)

SG&A is comprised of:

	Three Months Ended June 30,				Change
(in $ millions)	2014		2013		$			%
Workforce	$	73	$	68	$	5			7
Non-workforce		14		19		(5	)		(26	)
Sub-total		87		87		—			—
Non-core corporate costs		10		19		(9	)		(49	)
SG&A	$	97	$	106	$	(9	)		(9	)

SG&A expenses decreased by $9 million, or 9%, during the three months ended June 30, 2014 compared to June 30, 2013. SG&A expenses include $10 million and $19 million of charges for the three months ended June 30, 2014 and 2013, respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the three months ended June 30, 2014 compared to the three months ended June 30, 2013 were flat. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel increased by $5 million, or 7%, primarily as a result of increased headcount and merit increases awarded to staff during 2013. Non-workforce expenses, which include costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, decreased $5 million, or 26%, primarily due to favorable foreign exchange movement.

Non-core corporate costs of $10 million and $19 million for the three months ended June 30, 2014 and 2013, respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, certain legal and related costs and foreign currency gains and losses related to euro denominated debt and derivatives. The decrease of $9 million is primarily due to a $2 million reduction in legal and related costs, $11 million lower unrealized foreign exchange losses on euro denominated debt and derivatives partially offset by a $6 million increase in equity-based compensation.

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Depreciation and Amortization

Depreciation and amortization is comprised of:

	Three Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Depreciation on property and equipment	$	37	$	29	$	8		33
Amortization of acquired intangible assets		20		20		—		(6	)
Total depreciation and amortization	$	57	$	49	$	8		17

Total depreciation and amortization increased by $8 million, or 17%, due to an increase in depreciation on property and equipment primarily due to a higher capitalized cost of internally developed software as we continue to develop our systems to enhance our Travel Commerce Platform.

Interest Expense, Net

Interest expense, net, decreased by $17 million, or 17%, due to a decrease in debt refinance costs incurred during the three months ended June 30, 2013 in relation to comprehensive debt refinancings, partially offset by higher interest rates during the three months ended June 30, 2014.

Loss on Early Extinguishment of Debt

During the three months ended June 30, 2014, we cancelled $122 million of our senior subordinated notes and $60 million of our senior notes, contributed to us by our parent company, which resulted in a loss on early extinguishment of debt of $9 million. During the three months ended June 30, 2013, we amended our senior secured credit agreement, repaid dollar denominated term loans under senior secured credit agreement and refinanced senior notes resulting in $49 million loss on early extinguishment of debt, which comprised of $39 million of unamortized debt finance costs written-off, $5 million of unamortized debt discount written-off and $5 million of early repayment penalty.

Gain on Sale of Shares of Orbitz Worldwide

During the three months ended June 30, 2014, we sold 8.6 million shares of common stock of Orbitz Worldwide in an underwritten public offering and recognized a gain of $52 million.

Provision for Income Taxes

Our tax provision differs significantly from the US Federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-US jurisdictions with varying income tax rates, (ii) a valuation allowance established in the US due to the historical losses in that jurisdiction, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions and (iv) certain income or gains which are not subject to tax.

Share of Earnings (Losses) in Equity Method Investments

Our share of earnings in equity method investments was primarily from Orbitz Worldwide and was $1 million for the three months ended June 30, 2014 compared to earnings of $0 for the three months ended June 30, 2013. During the three months ended June 30, 2014, these earnings reflect approximately 44% of our ownership interest for April and May 2014 and approximately 36% of our ownership interest for the month of June 2014 following our sale of 8.6 million shares of Orbitz Worldwide’s common stock. In July 2014, we sold substantially all of the remaining shares of Orbitz Worldwide for approximately $312 million and used the

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proceeds to repay a portion of our outstanding first lien term loans. Consequently, we will discontinue equity method of accounting. For the three months ended June 30, 2013, these earnings reflect approximately 45% of our ownership interest in Orbitz Worldwide.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

	Six Months Ended June 30,						Change
(in $ millions)	2014			2013			$			%
Net revenue	$	1,123		$	1,085		$	38			4
Costs and expenses
Cost of revenue		690			659			31			5
Selling, general and administrative		185			200			(15	)		(7	)
Depreciation and amortization		113			101			12			11
Total costs and expenses		988			960			28			3
Operating income		135			125			10			8
Interest expense, net		(170	)		(174	)		4			3
Loss on early extinguishment of debt		(14	)		(49	)		35			71
Gain on sale of shares of Orbitz Worldwide		52			—			52			*
Income (loss) before income taxes and share of (losses) earnings in equity method investments		3			(98	)		101			*
Provision for income taxes		(22	)		(17	)		(5	)		(28	)
Share of earnings (losses) in equity method investments		(3	)		2			(5	)		*
Net loss	$	(22	)	$	(113	)	$	91			80

* Not meaningful

Net Revenue

Net revenue is comprised of:

	Six Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Air	$	855	$	838	$	17		2
Beyond Air		205		186		19		10
Travel Commerce Platform		1,060		1,024		36		4
Technology Services		63		61		2		3
Net Revenue	$	1,123	$	1,085	$	38		4

During the six months ended June 30, 2014, Net revenue increased by $38 million, or 4%, compared to the six months ended June 30, 2013. This increase was primarily driven by an increase in Travel Commerce Platform revenue of $36 million, or 4%.

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Travel Commerce Platform

The table below sets forth Travel Commerce Platform RevPas and Reported Segments:

	Six Months Ended June 30,				Change
	2014		2013		$		%
Travel Commerce Platform RevPas (in $)	$	5.68	$	5.56	$	0.12		2
Reported Segments (in millions)		187		184		3		1

The increase in Travel Commerce Platform revenue of $36 million, or 4%, was due to a $17 million, or 2%, increase in our Air revenue and a $19 million, or 10%, increase in our Beyond Air revenue. Overall, there was a 2% increase in Travel Commerce Platform RevPas and a 1% increase in Reported Segments.

Our Travel Commerce Platform continues to benefit from growth in Air revenue and Beyond Air revenue. The value of transactions processed on the Travel Commerce Platform increased to $46.6 billion for the six months ended June 30, 2014 from $45.5 billion for the six months ended June 30, 2013. We increased our airline tickets sold to 64 million from 63 million and our percentage of Air segment revenue from away bookings was 63% in each period. We increased our hospitality segments per 100 airline tickets issued to 40 from 39 and we increased our hotel room nights sold to 31 million from 30 million, our car rental days sold to 41 million from 37 million and our eNett VANs settled to 6.6 million from 4.9 million.

The table below sets forth Travel Commerce Platform revenue by region:

	Six Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Asia Pacific	$	201	$	190	$	11		6
Europe		333		314		19		6
Latin America and Canada		45		44		1		2
Middle East and Africa		147		144		3		2
International		726		692		34		5
United States		334		332		2		—
Travel Commerce Platform	$	1,060	$	1,024	$	36		4

The table below sets forth Reported Segments and RevPas by region:

	Segments (in millions)								RevPas (in $)
	Six Months Ended June 30,				Change				Six Months Ended June, 30				Change
	2014		2013				%		2014		2013		$		%
Asia Pacific		30		29		1		1	$	6.89	$	6.55	$	0.34		5
Europe		47		46		1		3		7.05		6.87		0.18		3
Latin America and Canada		8		7		1		1		5.84		5.80		0.04		1
Middle East and Africa		20		20		—		1		7.21		7.12		0.09		1
International		105		102		3		2		6.95		6.75		0.20		3
United States		82		82		—		—		4.07		4.06		0.01		—
Travel Commerce Platform		187		184		3		1	$	5.68	$	5.56	$	0.12		2

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International

Our International Travel Commerce Platform revenue increased $34 million, or 5%, due to a 2% increase in Reported Segments and a 3% increase in RevPas. The RevPas increase across the regions was a result of growing our ancillary Air revenue, including our premium functionality services, and Beyond Air offerings including growth in payment solutions, hospitality, advertising, and other platform services. Our International Travel commerce Platform revenue as a percentage of Total Commerce Platform revenue increased from 68% for the six months ended June 30, 2013 to 69% for the six months ended June 30, 2014.

Asia Pacific

Revenue in Asia Pacific increased $11 million, or 6%, due to a 5% increase in RevPas and a 1% increase in Reported Segments. RevPas increased due to growth in Air revenue and Beyond Air growth including increased revenue from other platform services.

Europe

Revenue in Europe increased $19 million, or 6%, due to a 3% increase in both Reported Segments and RevPas. Reported Segments increased primarily due to increased segments in Western Europe, with strong growth in the United Kingdom, Italy and Greece offset by a decline in France. RevPas increased due to Beyond Air growth, including increased revenue from eNett.

Latin America and Canada

Revenue in Latin America and Canada increased $1 million, or 2%, due to a 1% increase in Reported Segments and a 1% increase in RevPas. Reported Segments increased due to continued expansion of our content offerings in Canada and Colombia.

Middle East and Africa

Revenue in the Middle East and Africa increased $3 million, or 2%, due to a 1% increase in each of Reported Segments and RevPas.

United States

Revenue in the United States increased $2 million primarily due to Beyond Air growth in hospitality and advertising.

Technology Services

Technology Services revenue increased by $2 million, or 3%, primarily due to an increased hosting revenue.

Cost of Revenue

Cost of revenue is comprised of:

	Six Months Ended June 30,				Change
(in $ millions)	2014		2013		$		%
Commissions	$	535	$	507	$	28		5
Technology costs		155		152		3		2
Cost of revenue	$	690	$	659	$	31		5

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Cost of revenue increased by $31 million, or 5%, primarily as a result of a $28 million, or 5%, increase in commission costs. Commissions paid to travel agencies increased due to a 3% increase in travel distribution cost per segment, a 1% increase in Reported Segments and incremental commission costs from our payment processing business. Commissions included amortization of customer loyalty payments of $37 million and $29 million for the six months ended June 30, 2014 and 2013, respectively. Technology costs across the shared infrastructure that runs our Travel Commerce Platform and Technology Services increased by $3 million, or 2%.

Selling, General and Administrative (SG&A)

SG&A is comprised of:

	Six Months Ended June 30,				Change
(in $ millions)	2014		2013		$			%
Workforce	$	148	$	143	$	5			4
Non-workforce		25		32		(7	)		(22	)
Sub-total		173		175		(2	)		(1	)
Non-core corporate costs		12		25		(13	)		(51	)
SG&A	$	185	$	200	$	(15	)		(7	)

SG&A expenses decreased by $15 million, or 7%, during the six months ended June 30, 2014 compared to June 30, 2013. SG&A expenses include $12 million and $25 million of charges for the six months ended June 30, 2014 and 2013, respectively, for non-core corporate costs that are removed from Adjusted EBITDA. Excluding these items, our SG&A expenses for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 decreased by $2 million, or 1%. Workforce expenses, which include the wages and benefits of our selling, marketing, advertising, finance and legal personnel increased by $5 million, or 4%, primarily as a result of increased headcount and merit increases awarded to staff in 2013. Non-workforce expenses, which include costs of finance and legal professional fees, communications and marketing and foreign exchange related costs, decreased $7 million, or 22%, primarily due to favorable foreign exchange movement.

Non-core corporate costs of $12 million and $25 million for the six months ended June 30, 2014 and 2013, respectively, represent costs related to strategic transactions and restructurings, equity-based compensation, certain legal and related costs and foreign currency gains and losses related to euro denominated debt and derivatives. The decrease of $13 million is due to a $12 million reduction in legal and related costs and $7 million lower unrealized foreign exchange losses on euro denominated debt and derivatives offset by a $7 million increase in equity based compensation and a $2 million increase in corporate and restructuring costs.

Depreciation and Amortization

Depreciation and amortization is comprised of:

	Six Months Ended June 30,				Change
(in $ millions)	2014		2013		$			%
Depreciation on property and equipment	$	74	$	61	$	13			22
Amortization of acquired intangible assets		39		40		(1	)		(5	)
Total depreciation and amortization	$	113	$	101	$	12			11

Total depreciation and amortization increased by $12 million, or 11%. Depreciation on property and equipment increased $13 million primarily due to a higher capitalized cost of internally developed software as we

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continue to develop our systems to enhance our Travel Commerce Platform. Amortization of acquired intangible assets decreased by $1 million, as the useful lives expired on a portion of the assets acquired on the sale of Travelport to Blackstone in 2006 and the acquisition of Worldspan in 2007.

Interest Expense, Net

Interest expense, net, decreased by $4 million, or 3%, due to a decrease in debt refinance costs incurred during the three months ended June 30, 2013 in relation to comprehensive debt refinancings, partially offset by higher interest rates during the six months ended June 30, 2014.

Loss on Early Extinguishment of Debt

During the six months ended June 30, 2014, we cancelled $257 million of our senior subordinated notes and $60 million of our senior notes, contributed to us by our parent company, which resulted in a loss on early extinguishment of debt of $14 million. During the six months ended June 30, 2013, we amended our senior secured credit agreement, repaid dollar denominated term loans under senior secured credit agreement and refinanced senior notes resulting in $49 million loss on early extinguishment of debt, which was comprised of $39 million of unamortized debt finance costs written-off, $5 million of unamortized debt discount written-off and $5 million of early repayment penalty.

Gain on Sale of Shares of Orbitz Worldwide

During the six months ended June 30, 2014, we sold 8.6 million shares of common stock of Orbitz Worldwide in an underwritten public offering and recognized a gain of $52 million. This reduced our ownership in Orbitz Worldwide to approximately 36%.

Provision for Income Taxes

Our tax provision differs significantly from the US Federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-US jurisdictions with varying income tax rates, (ii) a valuation allowance established in the US due to the historical losses in that jurisdiction, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions and (iv) certain income or gains which are not subject to tax.

Share of Earnings (Losses) in Equity Method Investments

Our share of losses in equity method investments was primarily from Orbitz Worldwide and was $3 million for the six months ended June 30, 2014 compared to earnings of $2 million for the six months ended June 30, 2013. During the six months ended June 30, 2014, these earnings reflect approximately 44% of ownership interest until May 2014 and approximately 36% of ownership interest for the month of June 2014 following our sale of 8.6 million shares of Orbitz Worldwide’s common stock. In July 2014, we sold substantially all of the remaining shares of Orbitz Worldwide for approximately $312 million and used the proceeds to repay a portion of our outstanding first lien term loans. Consequently, we will discontinue equity method of accounting. For the six months ended June 30, 2013, these earnings reflect approximately 45% of our ownership interest in Orbitz Worldwide.

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Liquidity and Capital Resources

Our principal sources of liquidity are (i) cash and cash equivalents, (ii) cash flows generated from operations and (iii) borrowings under our revolving credit facility. As of June 30, 2014, our cash and cash equivalents, cash held as collateral and revolving credit facility availability were as follows:

(in $ millions)	June 30, 2014
Cash and cash equivalents	$	93
Cash held as collateral		70
Revolver availability		120

With the cash and cash equivalents on our consolidated condensed balance sheets, our ability to generate cash from operations and access to our revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for at least the next 12 months.

Cash Flows

We believe an important measure of our liquidity is Unlevered Adjusted Free Cash Flow. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We believe Unlevered Adjusted Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash. We define Unlevered Adjusted Free Cash Flow as net cash provided by (used in) operating activities of continuing operations, adjusted to remove the impact of interest payments and cash paid for other adjusting items which we believe are unrelated to our ongoing operations and to deduct capital expenditures on property and equipment additions including capital lease repayments. We believe this measure gives management and investors a better understanding of the cash flows generated by our underlying business, as our interest payments are primarily related to the debt incurred in relation to previous business acquisitions, cash paid for other adjusting items are unrelated to the underlying business and our capital expenditures are primarily related to the development of our operating platforms.

In addition, we present Adjusted EBITDA as a liquidity measure as we believe it is a useful measure to our investors to assess our ability to comply with certain debt covenants, including our maximum leverage ratios. Our total leverage ratio under our credit agreements is computed by dividing the total debt (as defined under these credit agreements) at the balance sheet date by a number which is broadly computed from the last twelve months of Adjusted EBITDA.

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Adjusted EBITDA and unlevered free cash flow are non-GAAP measures and may not be comparable to similarly named measures used by other companies. These measures should not be considered as measures of liquidity or cash flows from operations as determined under US GAAP. The following table provides a reconciliation of these non-GAAP measures:

	Six Months Ended, June 30
(in $ millions)	2014			2013
Adjusted EBITDA	$	297		$	280
Interest payments		(150	)		(145	)
Tax payments		(13	)		(13	)
Customer loyalty payments		(45	)		(36	)
Changes in trading working capital(1)		13			(17	)
Changes in accounts payable and employee related		(32	)		(25	)
Pensions liability contribution		(3	)		—
Changes in other assets and liabilities		(16	)		8
Other adjusting items(2)		(9	)		(40	)
Net cash provided by operating activities		42			12
Add: other adjusting items(2)		9			40
Less: capital expenditures on property and equipment additions		(54	)		(46	)
Less: repayment of capital lease obligations		(15	)		(8	)
Adjusted free cash flow		(18	)		(2	)
Add: interest payments		150			145
Unlevered Adjusted Free Cash Flow	$	132		$	143

(1) Trading working capital consists of accounts receivables and deferred revenue from travel providers and travel agencies, current prepaid travel agency incentive payments and accrued liabilities for commissions.

(2) Other adjusting items relate to payments for costs included within operating income but excluded from Adjusted EBITDA. These include (i) $9 million and $17 million of corporate cost payments during the six months ended June 30, 2014 and 2013, respectively, and (ii) $23 million of legal and related costs payments for the six months ended June 30, 2013.

The following table summarizes the changes to our cash flows provided by (used in) operating, investing and financing activities for the six months ended June 30, 2014 and 2013:

	Six Months Ended June 30,						Change
(in $ millions)	2014			2013			$
Cash provided by (used in):
Operating activities	$	42		$	12		$	30
Investing activities		(85	)		(52	)		(33	)
Financing activities		(18	)		48			(66	)
Effect of exchange rate changes		—			(1	)		1
Net (decrease) increase in cash and cash equivalents	$	(61	)	$	7		$	(68	)

As of June 30, 2014, we had $93 million of cash and cash equivalents, a decrease of $61 million compared to December 31, 2013. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the six months ended June 30, 2014 compared to the six months ended June 30, 2013.

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Operating activities: For the six months ended June 30, 2014, cash provided by operating activities was $42 million compared to $12 million for the six months ended June 30, 2013. The increase of $30 million is primarily a result of $31 million of lower cash outflows from other adjusting items during the six months ended June 30, 2014 compared to the six months ended June 30, 2013.

Investing activities: The cash used in investing activities for the six months ended June 30, 2014 was $85 million compared to $52 million for the six months ended June 30, 2013. The increase of $33 million primarily relates to (i) the $65 million purchase of additional equity in eNett, bring our total shareholding in eNett to 73% as of June 30, 2014, (ii) the purchase of an equity method investment of $10 million, (iii) a business acquired for $10 million, net of cash, (iv) an $8 million increase in additions to property and equipment, offset by (v) $54 million proceeds from the sale of shares of Orbitz Worldwide.

Our investing activities for the six months ended June 30, 2014 and 2013 include:

	Six Months Ended June 30,
(in $ millions)	2014		2013
Cash additions to software developed for internal use	$	41	$	30
Cash additions to computer equipment		13		16
Total	$	54	$	46

Cash additions to software developed for internal use represent the continuing development of our systems to enhance our Travel Commerce Platform. Our expenditures have been focused on key areas, including investing in our data center by implementing zTPF software on our mainframes, the development of our uAPI that underpins our new and existing applications, the development of Smartpoint, our innovative booking solution delivering multisource content and pricing, and the development of our Travelport Merchandising Platform to allow airlines to showcase their content in travel agency workflows.

Cash additions to computer equipment is primarily for our continuing investment in our data center.

We view our capital expenditure for the period to include cash additions to our property and equipment and capital lease repayments and was $69 million and $54 million for the six months ended June 30, 2014 and 2013, respectively.

Financing activities: Cash used in financing activities for the six months ended June 30, 2014 was $18 million. This primarily comprised of (i) $15 million of capital lease payments, (ii) $8 million of term loan repayments, (iii) $5 million net share settlement of equity-based compensation, offset by (iv) $9 million release of cash provided as collateral. Cash provided by financing activities for the six months ended June 30, 2013 was $48 million. This primarily comprised of (i) $2,169 million of proceeds from term loans, (ii) $44 million net release of cash collateralized offset by (iii) $1,659 million repayments of term loans, (iv) $413 million repayment of senior notes, (v) $20 million net repayment of revolver borrowings, (vi) $55 million of debt finance costs and (vii) $18 million of capital lease repayments, distributions to a parent company and settlement of derivative contracts.

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Financing Arrangements

Our financing arrangements include our senior secured credit facilities, senior notes, senior subordinated notes and obligations under our capital leases. The following table summarizes our net debt position as of June 30, 2014 and December 31, 2013:

(in $ millions)	Interest rate			Maturity(1)		June 30, 2014			December 31, 2013
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated(2)		L+4 1⁄4	%		June 2018	$	—		$	—
Term loans
Dollar denominated(2)		L+5	%		June 2019		1,519			1,525
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan(3)		L+8	%		January 2016		647			644
Tranche 2 dollar denominated term loan(4)		8 3⁄8	%		December 2016		239			234
Unsecured debt
Senior Notes
Dollar denominated notes(5)		13 7⁄8	%		March 2016		370			411
Dollar denominated floating rate notes(6)		L+8 5⁄8	%		March 2016		177			188
Senior Subordinated Notes
Dollar denominated notes		11 7⁄8	%		September 2016		159			272
Euro denominated notes		10 7⁄8	%		September 2016		47			192
Capital leases							98			107
Total debt							3,256			3,573
Less: cash and cash equivalents							(93	)		(154	)
Less: cash held as collateral							(70	)		(79	)
Net debt						$	3,093		$	3,340

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates.

(2) Minimum LIBOR floor of 1.25%

(3) Minimum LIBOR floor of 1.5%

(4) Cash interest of 4% and payment-in-kind interest of 4.375%

(5) Cash interest of 11.375% and payment-in-kind interest of 2.5%

(6) Cash interest of LIBOR+6.125% plus payment-in-kind interest of 2.5%

In March 2014, Travelport Worldwide Limited (“Travelport Worldwide”), our indirect parent company, acquired $43 million of dollar denominated senior subordinated notes and $92 million (€67 million) of euro denominated senior subordinated notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior subordinated notes to us, which we subsequently cancelled. We recorded this transaction as extinguishment of debt and recognized a loss of $5 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

In June 2014, Travelport Worldwide, acquired an additional $70 million of dollar denominated senior subordinated notes, $52 million (€39 million) of euro denominated senior subordinated notes, $47 million of dollar denominated fixed rate senior notes and $13 million of dollar denominated floating rate notes of ours in exchange for its common shares. These senior notes and senior subordinated notes were contributed to us, and we subsequently cancelled such notes. We recorded this transaction as extinguishment of debt and recognized a loss of $9 million in our consolidated condensed statements of operations for the six months ended June 30, 2014.

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During the six months ended June 30, 2014, we (i) repaid $8 million as our quarterly repayment of term loans, (ii) accreted $2 million as interest expense towards repayment fee of second lien Tranche 1 loans, (iii) amortized $3 million as discount on term loans, (iv) capitalized $13 million related to payment-in-kind interest into the senior notes and second lien Tranche 2 dollar denominated term loans and (v) repaid $15 million under our capital lease obligations and entered into $6 million of new capital leases for information technology assets.

We have a $120 million revolving credit facility with a consortium of banks under our senior secured credit agreement. During the six months ended June 30, 2014, we borrowed $50 million under this facility and repaid $50 million. As of June 30, 2014, we had no outstanding balance under our revolving credit facility with $120 million of remaining borrowing capacity under this facility.

We have a $137 million of cash collateralized letters of credit facility, maturing in June 2018. The terms under the letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit. As of June 30, 2014, $67 million of letters of credit were outstanding under the terms of the facility, against which we provided $70 million as cash collateral, and we had $70 million of remaining capacity under our letters of credit facility.

Travelport LLC, our indirect 100% owned subsidiary, is the obligor (the “Obligor”) under our long-term debt arrangements. All obligations under our long-term debt arrangements are unconditionally guaranteed by certain of our foreign subsidiaries, and, subject to certain exceptions, each of our existing and future domestic 100% owned subsidiaries. In addition, our secured debt is unconditionally guaranteed by certain additional existing non-domestic 100% owned subsidiaries. All obligations under our secured debt, and the guarantees of those obligations, are secured by substantially all the following assets of the Obligor and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Obligor, 100% of the capital stock of each guarantor and 65% of the capital stock of each of our 100% owned non-US subsidiaries that are directly owned by us or one of the guarantors; and (ii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Obligor and each U.S. guarantor subject to additional collateral and guarantee obligations.

Borrowings under our senior secured credit agreement are subject to amortization and prepayment requirements, and our senior secured credit agreement contains various covenants, including leverage ratios, events of defaults and other provisions.

Total debt per our credit agreements and indentures is broadly defined as total debt, less cash and cash equivalents. Adjusted EBITDA is also a defined term under our debt covenants and is broadly computed in a manner as calculated for management purposes and discussed earlier.

As of June 30, 2014, our total leverage ratio was 5.94 compared to the maximum total leverage ratio allowable of 7.15; our total senior secured leverage ratio was 4.61 compared to the maximum total senior secured leverage ratio allowable of 5.15; our cash balance was $93 million; and we were in compliance with all financial covenants related to our long-term debt. Under the terms of our current debt arrangements, the maximum total leverage ratio with which we need to comply reduces to 6.95 for September 30, 2014 and December 31, 2014 and later reduces to 6.75 from March 31, 2015; and the total senior secured leverage ratio with which we need to comply remains at 5.15 until December 31, 2014 and later reduces to 4.90 from March 31, 2015.

On June 27, 2014, Travelport Worldwide launched an offer to exchange the senior notes and senior subordinated notes issued by our subsidiaries into its common shares. As of July 25, 2014, approximately $164 million in aggregate principal amount of notes were tendered and accepted in exchange for approximately 102 million common shares of Travelport Worldwide, at a value of $1.64 per common share. In addition, on July 11, 2014, Travelport Worldwide entered into an agreement with certain term loan lenders to exchange approximately 58 million of its common shares, at a value of $1.64 per common share, for approximately $91 million of first lien and second lien term loans under our senior secured credit agreement and second lien credit agreement. Based on

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the results of exchange offers and the term loan exchange through the date of this Quarterly Report on Form 10-Q, Travelport Worldwide exchanged approximately 360.5 million of its common shares for approximately $571 million principal amount of our total debt. Such debt was contributed to, and then canceled by, our subsidiaries.

On July 24, 2014, we sold 39 million shares of common stock of Orbitz Worldwide, with aggregate net proceeds of approximately $312 million. The proceeds from the sale of shares were used to repay $312.2 million principal amount of our term loans under our senior secured credit agreement.

On August 1, 2014, we announced the launch of a debt refinancing transaction seeking commitments from lenders (i) under a new senior secured credit agreement for an aggregate principal amount of $2,400 million, and we expect the new senior secured credit facility to be comprised of (a) a single tranche of term loans of $2,300 million maturing in 2021 and (b) a revolving credit facility of $100 million (which may be increased) maturing in 2019 and (ii) under a senior unsecured bridge loan facility in an aggregate principal amount of $500 million. We intend to use the net proceeds from this refinancing to repay certain existing indebtedness, including first and second lien term loans under our senior secured credit agreement and second lien credit agreement, senior notes and senior subordinated notes.

We successfully completed deleveraging transactions amounting to $937 million as of the date of this Quarterly Report on Form 10-Q, including debt for equity exchanges and the sale of substantially all of our shares in Orbitz Worldwide, reducing our net debt to approximately $2.5 billion with a total leverage ratio of 4.9x.

Based on our current financial forecast, we believe we will continue to be in compliance with, or be able to avoid an event of default under the credit agreements and the indentures governing our notes and meet our cash flow needs during the next 12 months.

Subsequent to our comprehensive refinancing in 2013, substantially all of our debt is now scheduled for repayment on or after January 2016. However, the term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if we are unable to repay or refinance our debt outstanding under the second lien credit agreement or our unsecured debt prior to their maturity dates. We may not have the ability to repay such amounts.

We continue to assess and evaluate potential capital markets transactions, including potential debt-for-equity exchanges and similar transactions. We can give no assurances that we will pursue or consummate such transactions as they are dependent, among other things, on market conditions and other factors that are inherently unpredictable.

Foreign Currency and Interest Rate Risk

A portion of the debt used to finance much of our operations is exposed to interest rate and foreign currency exchange rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt and to manage our exposure to changes in foreign currency exchange rates associated with our euro denominated debt. The primary interest rate exposure during the six months ended June 30, 2014 and 2013 was due to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate caps and foreign currency derivative contracts, including derivative contracts and currency options, as the derivative instruments in these hedging strategies.

We also use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables and forecasted earnings of our foreign subsidiaries. We primarily enter into foreign currency forward contracts to manage our foreign currency exposure to the British pound, Euro and Australian dollar.

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During the six months ended June 30, 2014 and 2013, none of the derivative financial instruments used to manage our interest rate and foreign currency exposures were designated as accounting hedges except for interest rate cap derivative instruments which were designated as accounting hedges until June 2014. The fluctuations in the fair value of interest rate derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of interest expense, net, in our consolidated condensed statements of operations. Losses on these interest rate derivative financial instruments amounted to $8 million and $3 million for the six months ended June 30, 2014 and 2013, respectively. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of selling, general and administrative expenses in our consolidated condensed statements of operations. Gains (losses) on these foreign currency derivative financial instruments amounted to $2 million and $(11) million for the six months ended June 30, 2014 and 2013, respectively. The fluctuations in the fair values of our derivative financial instruments partially offset the impact of the changes in the value of the underlying risks they are intended to economically hedge.

In 2013, we entered into interest rate cap derivative contracts to cap the USLIBOR rate at 1.5%. The purpose of these contracts was to hedge the risk of increase in interest costs on our floating rate debt due to an increase in USLIBOR rates. We had designated these interest rate cap derivative contracts as accounting cash flow hedges and recorded the effective portion of changes in fair value of these derivative contracts, amounting to a loss of $4 million during the six months ended June 30, 2014, as a component of other comprehensive loss. In June 2014, we ceased hedge accounting for our interest rate cap derivative instruments. With the exchange of common shares of Travelport Worldwide for our term loans in July 2014, which we subsequently canceled and reduced the principal amount of debt being hedged to under 100% of its notional amount and our announcement of the proposed refinancing of our capital structure in August 2014, we determined that the hedge effectiveness could no longer be achieved. Further, the underlying future interest cash outflows hedged were considered as not probable of occurring, resulting in realization of losses of $8 million accumulated within other comprehensive income (loss) and recognizing it within our consolidated condensed statements of operations.

As of June 30, 2014, our interest rate cap contracts cover transactions for periods that do not exceed three years. All other contracts cover transactions for periods that do not exceed one year. As of June 30, 2014, we had a net asset position of $5 million related to derivative instruments associated with our euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

Contractual Obligations

The following table summarizes our future contractual obligations as of June 30, 2014. The table below does not include future cash payments related to (i) contingent payments that may be made to third parties at a future date; (ii) income tax payments for which the timing is uncertain; (iii) the various guarantees and indemnities described in the notes to the consolidated financial statements; or (iv) obligations related to pension and other post-retirement defined benefit plans.

	Twelve Month Period Ended June 30,
(in $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Debt(1)	$	46	$	1,235	$	481	$	26	$	1,459	$	9	$	3,256
Interest payments(2)		251		250		147		96		93		2		839
Operating leases(3)		13		11		10		8		7		34		83
Purchase commitments(4)		48		43		17		—		—		—		108
Total	$	358	$	1,539	$	655	$	130	$	1,559	$	45	$	4,286

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the Second Lien Credit Agreement or its unsecured

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debt prior to their maturity dates. The above table excludes $23 million of debt discount on term loans under the Sixth Amendment and Restated Credit Agreement and Second Lien Credit Agreement (see Note 14 – Subsequent Events, of the consolidated condensed financial statements).

(2) Interest on floating rate debt and euro denominated debt is based on the interest rate and foreign exchange rate as of June 30, 2014. Interest payments exclude the effects of mark-to-market adjustments on related hedging instruments. As of June 30, 2014, we have $67 million of accrued interest on our consolidated balance sheet of which $62 million will be paid within the next 12 months. The interest payments include (i) $5 million of payment-in-kind interest accrued as of June 30, 2014 and (ii) $51 million of payment-in-kind interest and $7 million of repayment fees that will be accrued over the term of the Tranche 2 Loans and Senior Notes. (see Note 14—Subsequent Events, of the consolidated condensed financial statements).

(3) Primarily reflects non-cancellable operating leases on facilities and data processing equipment.

(4) Primarily reflects our agreement with a third party for data center services.

Our obligations related to defined benefit and post-retirement plans are actuarially determined on an annual basis at our financial year end. As of June 30, 2014, plan contributions of $3 million are expected to be made in 2014. Funding projections beyond 2014 are not practical to estimate. Income tax liabilities for uncertain tax positions are excluded as we are not able to make a reasonably reliable estimate of the amount and period of related future payments. As of June 30, 2014 we had $25 million of gross unrecognized tax benefit for uncertain tax positions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We assess our market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values, and cash flows based on a hypothetical 100 basis point change (increase and decrease) in interest rates and a 10% change (increase and decrease) in the exchange rates of underlying currencies being hedged, against the US dollar as of June 30, 2014. We assess our market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures that potential impact on earnings, fair values and cash flows. There are certain limitations inherent in this sensitivity analyses as our overall market risk is influenced by a wide variety of factors, including the volatility present within markets and the liquidity of markets. These “shock tests” are constrained by several factors, including the necessity to conduct analysis based on a single point in time and the inability to include complex market reactions normally arising from the market shifts modeled.

We assess our interest rate market risk utilizing a sensitivity analysis based on our interest rate derivatives and a hypothetical 100 basis point change (increase or decrease) in interest rates. We have determined, through such analysis, that the impact of a 100 basis point change in interest rates as of June 30, 2014 would not be material on our earnings. We have determined, through the sensitivity analysis, the impact of a 10% increase in foreign currency exchange rate with respect to the British Pound, Euro and Australian dollar would result in a charge of $6 million, while a 10% decrease in foreign currency exchange rate with respect to the same currencies would result in a benefit of $5 million to our consolidated condensed statements of operations.

The material changes in our exposure to market risks have been disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March  10, 2014.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (the “Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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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 Act) for the period ended June 30, 2014. 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 effective.

(b) Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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, 2013 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on March 10, 2014 and May 9, 2014, respectively.

Item 1A. Risk Factors.

There are no material changes in the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2013 and Part II, Item 1A, “Risk Factors”, of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on March 10, 2014 and May 9, 2014, respectively.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Trade Sanctions Disclosure

The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Exchange Act.

As part of our global business in the travel industry, we provide certain passenger travel-related GDS and Technology Services to Iran Air. We also provide certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

The gross revenue and net profit attributable to these activities in the quarter ended June 30, 2014 were approximately $161,000 and $117,000, respectively.

2014 Equity Plan

On August 7, 2014, the Board of Directors of Travelport Worldwide Limited (“Travelport Worldwide”), our indirect parent company, approved the Travelport Worldwide Limited 2014 Omnibus Incentive Plan (the “2014 Equity Plan”), under which 75,000,000 common shares of Travelport Worldwide have been reserved for the future award to eligible employees, non-employees, Board members and consultants of the Company and its affiliates. The 2014 Equity Plan provides authorization for grants of stock options, stock appreciation rights, restricted stock, performance awards, other stock-based awards and other cash-based awards. The form of the 2014 Equity Plan will be filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ending September 30, 2014.

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Indemnification Agreements

On August 7, 2014, our and Travelport Worldwide’s Boards of Directors approved the Company and Travelport Worldwide entering into indemnification agreements with each of the members of their Boards, each of our named executive officers and certain other members of management.

The forms of indemnification agreements to be entered into with each director and certain officers of the Company and Travelport Worldwide will be filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ending September 30, 2014.

Transition and Separation Agreement

In anticipation of our currently expected transition of our corporate headquarters to the United Kingdom in the third quarter of 2014, on August 7, 2014, Travelport Worldwide Limited and Travelport Limited (together, “Travelport”) entered into a transition and separation agreement with Eric J. Bock, our Executive Vice President, Chief Administrative Officer and Chief Legal Officer (the “Transition Agreement”), which provides for (i) the terms of Mr. Bock’s continued employment with Travelport through October 1, 2014 (the “Transition Date”), (ii) Mr. Bock’s role in the transition of the Chief Legal Officer position to the United Kingdom so as to be co-located with our Chief Executive Officer and Chief Financial Officer, (iii) the transition of other Chief Administrative Officer responsibilities, and (iv) certain transition benefits.

As a general matter, Mr. Bock’s employment will continue through the Transition Date under the terms of his employment agreement. Following the Transition Date, Mr. Bock will continue to comply with his post-employment restrictive covenants and shall receive (i) full vesting of certain time-based restricted stock units (“TRSUs”) upon an initial public offering of Travelport Worldwide Limited (“IPO”) if such IPO occurs on or before May 31, 2015; (ii) (x) vesting on October 15, 2014 and April 15, 2015 of the TRSUs that would otherwise vest on such respective dates if he remained employed with Travelport (provided that no IPO has occurred prior to the respective date), (y) vesting as of April 15, 2015 of 75% of certain performance-based restricted stock units (“PRSUs”) that would otherwise vest on April 15, 2015 if he remained employed with Travelport (based on Travelport’s actual performance through the applicable performance period), and vesting as of December 31, 2015 of the remaining 25% of such PRSUs that would otherwise vest on April 15, 2015 (based on Travelport’s actual performance through the applicable performance period); (iii) a pro rata portion of his 2014 annual bonus, based on Travelport’s actual performance (and paid when 2014 bonuses are paid generally in 2015); and (iv) 36 months’ continued health and welfare coverage for Mr. Bock and his dependents, though such coverage shall cease if he obtains similar coverage with a new employer.

The Transition Agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending September 30, 2014.

Item 6. Exhibits.

See Exhibit Index.

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SIGNATURES

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

	TRAVELPORT LIMITED
Date: August 7, 2014	By:	/s/ Philip Emery
		Philip Emery
		Executive Vice President and Chief Financial Officer
Date: August 7, 2014	By:	/s/ Antonios Basoukeas
		Antonios Basoukeas
		Group Vice President and Group Financial Controller

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
3.2	Memorandum of Association 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 Subscriber Services Agreement, dated as of February 4, 2014, by and among Orbitz Worldwide, LLC, Travelport, LP and Travelport Global Distribution System B.V.*
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.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

* Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2.

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EX-10.1

Exhibit 10.1

PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO

A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION

FIRST AMENDMENT TO THE

SUBSCRIBER SERVICES AGREEMENT

Customer	425276
Number:	[TP2/TP3]

This First Amendment to the Subscriber Services Agreement dated May 2, 2014 (“Amendment”) is entered into among. Orbitz Worldwide, LLC, a Delaware limited liability company with offices at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661 (“OWW”), Travelport, LP, a Delaware limited partnership with offices at 300 Galleria Parkway SE, Atlanta, Georgia USA 30339 (“TLP”), and Travelport Global Distribution System, B.V., a Netherlands company with offices at Taurusavenue 33A, 2132L2 Hoofddorp, The Netherlands (“TBV” and together with TLP, referred to collectively in this Agreement as “Travelport”).

WHEREAS, Travelport and Subscriber entered into the Subscriber Services Agreement dated February 4, 2014 (the “Agreement”); and

WHEREAS, Travelport and Subscriber now desire to amend the Agreement.

NOW, THEREFORE, it is agreed:

1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment will have the same meanings as set forth in the Agreement.

2. Amendment Effective Date. This. Amendment is effective on the date that it is fully executed by all parties (the “Amendment Effective Date”),

3. e-Pricing Meta Messages. Effective as the Amendment Effective Date, Section IV (d) of Attachment B to the Agreement is amended to include the following new definition:

“e-Pricing Meta Message” means any Message which is configured to generate a Travelport e-Pricing meta identifier or tag.

4, Counting e-Pricing Meta. Messages, Effective as the Amendment Effective Date, each e-Pricing Meta Message will count toward the *** e-Pricing Message threshold set forth in the Number of Allowed Messages for Each Segment column in the Table in Section IV(c) of Attachment B to the Agreement as follows:

If an e-Pricing Meta Message uses e-Pricing (i) to facilitate a meta customer shop, or (ii) to facilitate a targeted carrier modified and/or limited fare type shop and which is configured by Orbitz for tracking, such e-Pricing Meta Message will count toward the *** e-Pricing Message threshold at *** of an e-Pricing Message. Otherwise, each e-Pricing Meta Message will be counted as if it were a full e-Pricing Message.

5. General Provision. Except to the extent the Agreement is amended herein, the Agreement is hereby ratified and remains in full force and effect. To the extent the terms of this Amendment are inconsistent with the terms of the Agreement, the terms of this Amendment will control.

This Amendment is agreed to by OWW, TLP, and TBV by their duly authorized undersigned representatives, as follows:

Orbitz Worldwide LLC:		Travelport, LP: By: Travelport Holdings, LLC, as General Partner
Signature:	/s/ Stephen C. Praven	Signature:	/s/ Scott Hyden
Print Name:	Stephen C. Praven	Print Name:	Scott Hyden
Title:	GVP, Business Development	Title:	MD - Americas
Date:	5/4/14	Date:	5/22/14
		Travelport Global Distribution System, B.V.:
		Signature:	/s/ Marco van Ieperen
		Print Name:	Marco van Ieperen
		Title:	Director
		Date:	5/23/14

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Gordon Wilson, 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 7, 2014

/S/ GORDON WILSON

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Philip Emery, 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 7, 2014

/S/ PHILIP EMERY

Executive Vice President and Chief Financial Officer

EX-32

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, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gordon Wilson, as Chief Executive Officer of the Company, and Philip Emery, 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.

August 7, 2014	/S/ GORDON WILSON
	Gordon Wilson
	Chief Executive Officer
August 7, 2014	/S/ PHILIP EMERY
	Philip Emery
	Executive Vice President and Chief Financial Officer

XML

Property and Equipment, Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Property Plant And Equipment [Abstract]
Depreciation expense	$ 37	$ 29	$ 74	$ 61
Net capital lease assets	94		94		104
Interest on capital projects capitalized	$ 3	$ 1	$ 5	$ 2

XML

Financial Instruments - Impact of Changes in Fair Values of Derivatives (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Derivatives, Fair Value [Line Items]
Derivative Instruments, Amount of Gain (Loss) Recorded Net Income (Loss)	$ (8)	$ 1	$ (6)	$ (14)
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Caps [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)	5		4
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Caps [Member] | Interest Expense, Net [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Amount of Gain (Loss) Recorded Net Income (Loss)
Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member] | Interest Expense, Net [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Amount of Gain (Loss) Recorded Net Income (Loss)	(8)	(2)	(8)	(3)
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Currency Contracts [Member] | Selling, General and Administrative [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Amount of Gain (Loss) Recorded Net Income (Loss)		$ 3	$ 2	$ (11)

XML

Long-Term Debt - Aggregate Maturities of Debt (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
2015	$ 46
2016	1,235
2017	481
2018	26
2019	1,459
Thereafter	9
Total debt	$ 3,256	$ 3,573

XML

Financial Instruments - Fair Values of Company's Other Financial Instruments (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value Of Financial Instruments [Line Items]
Investment in Orbitz Worldwide, Carrying Amount	$ 10	$ 19
Total debt, Carrying Amount	(3,256)	(3,573)
Derivative assets, Fair Value	5	11
Derivative liabilities, Fair Value		(1)
Level 1 [Member]
Fair Value Of Financial Instruments [Line Items]
Investment in Orbitz Worldwide, Carrying Amount	10	19
Fair market value of investment in Orbitz Worldwide	354	349
Level 2 [Member]
Fair Value Of Financial Instruments [Line Items]
Derivative assets, Carrying Amount	5	11
Derivative liabilities, Carrying Amount		(1)
Total debt, Carrying Amount	(3,256)	(3,573)
Derivative assets, Fair Value	5	11
Derivative liabilities, Fair Value		(1)
Total debt, Fair Value	$ (3,363)	$ (3,693)

XML

Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Change in maturity date, description	The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates.	The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates.
Secured Debt [Member] | Dollar Denominated [Member] | Revolver Borrowings [Member]
Debt Instrument [Line Items]
Variable Interest rate description	Libor+4 1/4 %	Libor+4 1/4 %
Secured Debt [Member] | Dollar Denominated [Member] | Minimum [Member] | Revolver Borrowings [Member]
Debt Instrument [Line Items]
LIBOR floor rate	1.25%	1.25%
Secured Debt [Member] | Dollar Denominated [Member] | Term Loans [Member]
Debt Instrument [Line Items]
Variable Interest rate description	Libor+5 %	Libor+5 %
Secured Debt [Member] | Dollar Denominated [Member] | Minimum [Member] | Term Loans [Member]
Debt Instrument [Line Items]
LIBOR floor rate	1.25%	1.25%
Secured Debt [Member] | Tranche 1 Dollar Denominated Term Loan [Member] | Second Lien Credit Agreement [Member]
Debt Instrument [Line Items]
Variable Interest rate description	Libor+8 %	Libor+8 %
Secured Debt [Member] | Tranche 1 Dollar Denominated Term Loan [Member] | Minimum [Member] | Second Lien Credit Agreement [Member]
Debt Instrument [Line Items]
LIBOR floor rate	1.50%	1.50%
Secured Debt [Member] | Tranche 2 Dollar Denominated Term Loan [Member] | Second Lien Credit Agreement [Member]
Debt Instrument [Line Items]
Cash interest portion	4.00%	4.00%
Payment-in-kind-interest	4.375%	4.375%
Unsecured Debt [Member] | Dollar Denominated Notes [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Cash interest portion	11.375%	11.375%
Payment-in-kind-interest	2.50%	2.50%
Unsecured Debt [Member] | Dollar Denominated Floating Rate Notes [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Cash interest portion	6.125%	6.125%
Payment-in-kind-interest	2.50%	2.50%
Variable Interest rate description	Libor+6.125%	Libor+6.125%

XML

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Tables)

6 Months Ended

Jun. 30, 2014

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Consolidating Condensed Statements of Operations

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	215		$	336		$	—	$	551
Costs and expenses
Cost of revenue		—			—			—			138			199			—		337
Selling, general and administrative		12			(1	)		—			82			4			—		97
Depreciation and amortization		—			—			—			40			17			—		57
Total costs and expenses		12			(1	)		—			260			220			—		491
Operating (loss) income		(12	)		1			—			(45	)		116			—		60
Interest expense, net		—			—			(85	)		(2	)		—			—		(87	)
Loss on early extinguishment of debt		—			—			(9	)		—			—			—		(9	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		16			(144	)		(50	)		—			—			178		—
Income (loss) before income taxes and share of earnings in equity method investments		4			(91	)		(144	)		(47	)		116			178		16
Provision for income taxes		—			—			—			(3	)		(9	)		—		(12	)
Share of earnings in equity method investments		—			1			—			—			—			—		1
Net income (loss)		4			(90	)		(144	)		(50	)		107			178		5
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(1	)		—		(1	)
Net income (loss) attributable to the Company	$	4		$	(90	)	$	(144	)	$	(50	)	$	106		$	178	$	4

TRAVELPORT LIMTED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	205		$	332		$	—	$	537
Costs and expenses
Cost of revenue		—			—			—			115			211			—		326
Selling, general and administrative		8			—			12			33			53			—		106
Depreciation and amortization		—			—			—			35			14			—		49
Total costs and expenses		8			—			12			183			278			—		481
Operating (loss) income		(8	)		—			(12	)		22			54			—		56
Interest expense, net		—			—			(101	)		(3	)		—			—		(104	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(97	)		(143	)		18			—			—			222		—
(Loss) income before income taxes and share of earnings (losses) in equity method investments		(105	)		(143	)		(144	)		19			54			222		(97	)
Provision for income taxes		—			—			1			(1	)		(6	)		—		(6	)
Share of earnings (losses) in equity method investments		—			—			—			—			—			—		—
Net (loss) income		(105	)		(143	)		(143	)		18			48			222		(103	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company	$	(105	)	$	(143	)	$	(143	)	$	18		$	46		$	222	$	(105	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	425		$	698		$	—	$	1,123
Costs and expenses
Cost of revenue		—			—			—			274			416			—		690
Selling, general and administrative		15			(3	)		(1	)		85			89			—		185
Depreciation and amortization		—			—			—			94			19			—		113
Total costs and expenses		15			(3	)		(1	)		453			524			—		988
Operating (loss) income		(15	)		3			1			(28	)		174			—		135
Interest expense, net		—			—			(166	)		(4	)		—			—		(170	)
Loss on early extinguishment of debt		—			—			(14	)		—			—			—		(14	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		(10	)		(217	)		(38	)		—			—			265		—
(Loss) income before income taxes and share of losses in equity method investments		(25	)		(162	)		(217	)		(32	)		174			265		3
Provision for income taxes		—			—			—			(6	)		(16	)		—		(22	)
Share of losses in equity method investments		—			(3	)		—			—			—			—		(3	)
Net (loss) income		(25	)		(165	)		(217	)		(38	)		158			265		(22	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—		(3	)
Net (loss) income attributable to the Company	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	155		$	265	$	(25	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	417		$	668		$	—	$	1,085
Costs and expenses
Cost of revenue		—			—			—			253			406			—		659
Selling, general and administrative		16			—			8			55			121			—		200
Depreciation and amortization		—			—			—			74			27			—		101
Total costs and expenses		16			—			8			382			554			—		960
Operating (loss) income		(16	)		—			(8	)		35			114			—		125
Interest expense, net		—			—			(169	)		(5	)		—			—		(174	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(99	)		(198	)		28			—			—			269		—
(Loss) income before income taxes and share of earnings in equity method investments		(115	)		(198	)		(198	)		30			114			269		(98	)
Provision for income taxes		—			—			—			(2	)		(15	)		—		(17	)
Share of earnings in equity method investments		—			2			—			—			—			—		2
Net (loss) income		(115	)		(196	)		(198	)		28			99			269		(113	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company	$	(115	)	$	(196	)	$	(198	)	$	28		$	97		$	269	$	(115	)

Consolidating Condensed Statements of Comprehensive Income (Loss)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2014

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)	$	4	$	(90	)	$	(144	)	$	(50	)	$	107		$	178		$	5
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			1			—			1
Realization of losses on cash flow hedges, net of tax		—		—			5			—			—			—			5
Unrealized loss on equity investment, net of tax		—		(3	)		—			—			—			—			(3	)
Equity in other comprehensive income of subsidiaries		3		5			—			—			—			(8	)		—
Other comprehensive income (loss), net of tax		3		2			5			—			1			(8	)		3
Comprehensive income (loss)		7		(88	)		(139	)		(50	)		108			170			8
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—			—			—			(1	)		—			(1	)
Comprehensive income (loss) attributable to the Company	$	7	$	(88	)	$	(139	)	$	(50	)	$	107		$	170		$	7

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(105	)	$	(143	)	$	(143	)	$	18		$	48		$	222	$	(103	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(5	)		—		(5	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			6			—			—			—			—		6
Equity in other comprehensive loss of subsidiaries		—			(1	)		(1	)		—			—			2		—
Other comprehensive income (loss), net of tax		—			5			(1	)		(1	)		(5	)		2		—
Comprehensive (loss) income		(105	)		(138	)		(144	)		17			43			224		(103	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Comprehensive (loss) income attributable to the Company	$	(105	)	$	(138	)	$	(144	)	$	17		$	41		$	224	$	(105	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			2			—			2
Realization of losses on cash flow hedges, net of tax		—			—			4			—			—			—			4
Unrealized loss on equity investment, net of tax		—			(4	)		—			—			—			—			(4	)
Equity in other comprehensive income of subsidiaries		2			4			—			—			—			(6	)		—
Other comprehensive income (loss), net of tax		2			—			4			—			2			(6	)		2
Comprehensive (loss) income		(23	)		(165	)		(213	)		(38	)		160			259			(20	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—			(3	)
Comprehensive (loss) income attributable to the Company	$	(23	)	$	(165	)	$	(213	)	$	(38	)	$	157		$	259		$	(23	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269	$	(113	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(8	)		—		(8	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			11			—			—			—			—		11
Equity in other comprehensive income (loss) of subsidiaries		2			(1	)		(1	)		—			—			—		—
Other comprehensive income (loss), net of tax		2			10			(1	)		(1	)		(8	)		—		2
Comprehensive (loss) income		(113	)		(186	)		(199	)		27			91			269		(111	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Comprehensive (loss) income attributable to the Company	$	(113	)	$	(186	)	$	(199	)	$	27		$	89		$	269	$	(113	)

Consolidating Condensed Balance Sheets

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	—		$	29		$	5	$	59	$	—	$	93
Accounts receivable, net		—			—			—			4		211		—		215
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		2			—			3			20		87		—		112
Total current assets		2			—			32			29		358		—		421
Investment in subsidiary/intercompany		(1,081	)		(1,266	)		1,851			—		—		496		—
Property and equipment, net		—			—			—			390		23		—		413
Goodwill		—			—			—			960		40		—		1,000
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			554		115		—		669
Cash held as collateral		—			—			70			—		—		—		70
Investment in Orbitz Worldwide		—			10			—			—		—		—		10
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			35			27		52		—		114
Total assets	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016
Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	37	$	21		—	$	58
Accrued expenses and other current liabilities		9			—			91			136		319		—		555
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			30		—		—		46
Total current liabilities		9			—			107			227		340		—		683
Long-term debt		—			—			3,142			68		—		—		3,210
Deferred income taxes		—			—			—			19		5		—		24
Other non-current liabilities		—			—			5			108		55		—		168
Total liabilities		9			—			3,254			422		400				4,085
Total shareholders’ equity (deficit) / intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		175		496		(1,088	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19
Total equity (deficit)/intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		194		496		(1,069	)
Total liabilities and equity	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	—		$	25		$	51	$	78	$	—	$	154
Accounts receivable, net		—			—			—			51		126		—		177
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		—			—			7			26		101		—		134
Total current assets		—			—			32			128		306		—		466
Investment in subsidiary/intercompany		(1,315	)		(1,426	)		1,991			—		—		750		—
Property and equipment, net		—			—			—			405		23		—		428
Goodwill		—			—			—			960		26		—		986
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			577		94		—		671
Cash held as collateral		—			—			79			—		—		—		79
Investment in Orbitz Worldwide		—			19			—			—		—		—		19
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			48			35		37		—		120
Total assets	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088
Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	45	$	27	$	—	$	72
Accrued expenses and other current liabilities		15			1			104			124		296		—		540
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			29		—		—		45
Total current liabilities		15			1			120			222		323		—		681
Long-term debt		—			—			3,450			78		—		—		3,528
Deferred income taxes		—			—			—			14		4		—		18
Other non-current liabilities		—			—			6			113		53		—		172
Total liabilities		15			1			3,576			427		380		—		4,399
Total shareholders’ equity (deficit) / intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		93		750		(1,330	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19
Total equity (deficit)/ intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		112		750		(1,311	)
Total liabilities and equity	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088

Consolidating Condensed Statements of Cash Flows

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			94			19			—			113
Amortization of customer loyalty payments		—			—			—			11			26			—			37
Gain on sale of shares of Orbitz Worldwide		—			(52	)		—			—			—			—			(52	)
Amortization of debt finance costs		—			—			6			—			—			—			6
Accrual of repayment fee and amortization of debt discount		—			—			5			—			—			—			5
Loss on early extinguishment of debt		—			—			14			—			—			—			14
Payment-in-kind interest		—			—			12			—			—			—			12
Share of losses in equity method investments		—			3			—			—			—			—			3
Equity-based compensation		9			—			—			—			—			—			9
Deferred income taxes		—			—			—			5			—			—			5
Pension liability contribution		—			—			—			(3	)		—			—			(3	)
Customer loyalty payments		—			—			—			(22	)		(23	)		—			(45	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			9			(47	)		—			(38	)
Other current assets		(2	)		—			4			6			1			—			9
Accounts payable, accrued expenses and other current liabilities		6			1			12			(4	)		(37	)		—			(22	)
Other		—			—			7			13			(9	)		—			11
Net cash (used in) provided by operating activities		(12	)		(213	)		(157	)		71			88			265			42
Investing activities
Property and equipment additions		—			—			—			(52	)		(2	)		—			(54	)
Proceeds from sale of shares of Orbitz Worldwide		—			54			—			—			—			—			54
Purchase of non-controlling interest in a subsidiary		—			—			—			—			(65	)		—			(65	)
Business acquired		—			—			—			—			(10	)		—			(10	)
Purchase of equity method investment		—			—			—			—			(10	)		—			(10	)
Net intercompany funding		12			159			164			(50	)		(20	)		(265	)		—
Net cash provided by (used in) investing activities		12			213			164			(102	)		(107	)		(265	)		(85	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—		—		50			—			—			—		50
Repayment of revolver borrowings		—		—		(50	)		—			—			—		(50	)
Repayment of capital lease obligations		—		—		—			(15	)		—			—		(15	)
Release of cash provided as collateral		—		—		9			—			—			—		9
Repayment of term loans		—		—		(8	)		—			—			—		(8	)
Payment related to early extinguishment of debt		—		—		(3	)		—			—			—		(3	)
Other		—		—		(1	)		—			—			—		(1	)
Net cash used in financing activities		—		—		(3	)		(15	)		—			—		(18	)
Net increase (decrease) in cash and cash equivalents		—		—		4			(46	)		(19	)		—		(61	)
Cash and cash equivalents at beginning of period		—		—		25			51			78			—		154
Cash and cash equivalents at end of period		—		—	$	29		$	5		$	59			—	$	93

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269		$	(113	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			74			27			—			101
Amortization of customer loyalty payments		—			—			—			8			21			—			29
Amortization of debt finance costs and debt discount		—			—			19			—			—			—			19
Accrual of repayment fee and amortization of debt discount		—			—			1			—			—			—			1
Loss on early extinguishment of debt		—			—			49			—			—			—			49
Payment-in-kind interest		—			—			9			—			—			—			9
Share of earnings in equity method investments		—			(2	)		—			—			—			—			(2	)
Equity-based compensation		2			—			—			—			—			—			2
Equity in losses (earnings) of subsidiaries		99			198			(28	)		—			—			(269	)		—
Customer loyalty payments		—			—			—			(8	)		(28	)		—			(36	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(25	)		(40	)		—			(65	)
Other current assets		—			—			—			7			(11	)		—			(4	)
Accounts payable, accrued expenses and other current liabilities		—			—			19			28			(56	)		—			(9	)
Other		—			—			21			21			(11	)		—			31
Net cash (used in) provided by operating activities		(14	)		—			(108	)		133			1			—			12
Investing activities
Property and equipment additions		—			—			—			(44	)		(2	)		—			(46	)
Other		—			—			—			(6	)		—			—			(6	)
Net intercompany funding		20			—			35			(75	)		20			—			—
Net cash provided by (used in) investing activities		20			—			35			(125	)		18			—			(52	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—			—		53			—			—		—		53
Repayment of revolver borrowings		—			—		(73	)		—			—		—		(73	)
Repayment of capital lease obligations		—			—		—			(8	)		—		—		(8	)
Release of cash provided as collateral		—			—		137			—			—		—		137
Repayment of term loans		—			—		(1,659	)		—			—		—		(1,659	)
Proceeds from new term loans		—			—		2,169			—			—		—		2,169
Repurchase of Senior Notes		—			—		(413	)		—			—		—		(413	)
Cash provided as collateral		—			—		(93	)		—			—		—		(93	)
Debt finance costs		—			—		(55	)		—			—		—		(55	)
Distribution to a parent company		(6	)		—		—			—			—		—		(6	)
Other		—			—		(4	)		—			—		—		(4	)
Net cash provided by (used in) financing activities		(6	)		—		62			(8	)		—		—		48
Effect of changes in exchange rates on cash and cash equivalents		—			—		—			(1	)		—		—		(1	)
Net (decrease) increase in cash and cash equivalents		—			—		(11	)		(1	)		19		—		7
Cash and cash equivalents at beginning of period		—			—		51			3			56		—		110
Cash and cash equivalents at end of period		—			—	$	40		$	2		$	75		—	$	117

XML

Equity - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Travelport Worldwide [Member] | Senior Subordinated Notes [Member]
Equity [Line Items]
Exchange of senior subordinated notes	$ 257
Travelport Worldwide [Member] | Senior Notes [Member]
Equity [Line Items]
Exchange of senior notes	60
Travelport Holdings Limited [Member]
Equity [Line Items]
Notes received as contribution from parent	323
Jersey [Member] | Investments in Majority-Owned Subsidiary [Member]
Equity [Line Items]
Acquisition of additional of equity	16.00%
Total consideration	$ 65
Increasing in ownership percentage	Increasing its ownership in eNett from 57% to 73%

XML

Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2014

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Summary of Other Current Assets

Other current assets consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Restricted cash	$	35	$	44
Sales and use tax receivables		28		30
Prepaid expenses		21		22
Prepaid incentives		12		20
Derivative assets		1		3
Other		15		15
	$	112	$	134

XML

Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended			3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014 Maximum [Member]	Jun. 30, 2014 Interest Rate Caps [Member] Maximum [Member]	Jun. 30, 2014 Foreign Currency Contracts [Member]	Jun. 30, 2014 Foreign Currency Contracts [Member]	Jun. 30, 2014 Foreign Exchange Contracts [Member]	Jun. 30, 2013 Foreign Exchange Contracts [Member]
Derivatives, Fair Value [Line Items]
Reduction percentage of the principal amount of debt being hedged	100.00%
Announcement of proposed refinancing of its capital structure	Aug. 01, 2014
Accumulated realizing losses	$ 8
Net asset position related to derivative financial instruments	5
Transactions period of derivative contracts		1 year	3 years
Payments to settle foreign currency derivative contracts							7
Proceeds from settlement of foreign currency derivative contracts						3
Probability of default percentage	2.00%
Credit default recovery rate percentage	20.00%
Credit risk fair value adjustments	15.00%
Change in unobservable inputs percentage	10.00%
Gain for the period included in Net income ( Loss)				$ 1	$ 2

XML

Other Non-Current Assets - Summary of Other Non-Current Assets (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Other Assets Noncurrent [Abstract]
Deferred financing costs	$ 33	$ 40
Supplier prepayments	29	24
Pension assets	13	11
Prepaid incentives	9	22
Derivative assets	4	8
Other	26	15
Other non-current assets, Total	$ 114	$ 120

XML

Other Current Assets - Summary of Other Current Assets (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Prepaid Expense And Other Assets Current [Abstract]
Restricted cash	$ 35	$ 44
Sales and use tax receivables	28	30
Prepaid expenses	21	22
Prepaid incentives	12	20
Derivative assets	1	3
Other	15	15
Other current assets, Total	$ 112	$ 134

XML

Financial Instruments - Summary of Notional Amounts of Derivative Contracts (Detail) (USD $)	Jun. 30, 2014
Interest Rate Caps [Member]
Derivatives, Fair Value [Line Items]
Derivative contracts, notional amounts	$ 2,330,000,000
Foreign Currency Forwards [Member]
Derivatives, Fair Value [Line Items]
Derivative contracts, notional amounts	$ 103,000,000

XML

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements - Consolidating Condensed Statements of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating activities
Net (loss) income	$ (22)	$ (113)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	113	101
Amortization of customer loyalty payments	37	29
Gain on sale of shares of Orbitz Worldwide	(52)
Amortization of debt finance costs	6	19
Accrual of repayment fee and amortization of debt discount	5	1
Loss on early extinguishment of debt	14	49
Payment-in-kind interest	12	9
Share of earnings (losses) in equity method investments	3	(2)
Equity-based compensation	9	2
Deferred income taxes	5	0
Equity in losses (earnings) of subsidiaries
Pension liability contribution	(3)	0
Customer loyalty payments	(45)	(36)
Changes in assets and liabilities:
Accounts receivable	(38)	(65)
Other current assets	9	(4)
Accounts payable, accrued expenses and other current liabilities	(22)	(9)
Other	11	31
Net cash (used in) provided by operating activities	42	12
Investing activities
Property and equipment additions	(54)	(46)
Proceeds from sale of shares of Orbitz Worldwide	54
Other		(6)
Purchase of non-controlling interest in a subsidiary	(65)
Business acquired	(10)
Purchase of equity method investment	(10)
Net intercompany funding
Net cash provided by (used in) investing activities	(85)	(52)
Financing activities
Proceeds from revolver borrowings	50	53
Repayment of revolver borrowings	(50)	(73)
Repayment of capital lease obligations	(15)	(8)
Release of cash provided as collateral	9	137
Repayment of term loans	(8)	(1,659)
Payment related to early extinguishment of debt	(3)
Proceeds from new term loans		2,169
Repurchase of Senior Notes		(413)
Cash provided as collateral		(93)
Debt finance costs		(55)
Distribution to a parent company		(6)
Other	(1)	(4)
Net cash provided by (used in) financing activities	(18)	48
Effect of changes in exchange rates on cash and cash equivalents		(1)
Net (decrease) increase in cash and cash equivalents	(61)	7
Cash and cash equivalents at beginning of period	154	110
Cash and cash equivalents at end of period	93	117
Parent Guarantor [Member]
Operating activities
Net (loss) income	(25)	(115)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization
Amortization of customer loyalty payments
Gain on sale of shares of Orbitz Worldwide
Amortization of debt finance costs
Accrual of repayment fee and amortization of debt discount
Loss on early extinguishment of debt
Payment-in-kind interest
Share of earnings (losses) in equity method investments
Equity-based compensation	9	2
Deferred income taxes
Equity in losses (earnings) of subsidiaries	10	99
Pension liability contribution
Customer loyalty payments
Changes in assets and liabilities:
Accounts receivable
Other current assets	(2)
Accounts payable, accrued expenses and other current liabilities	6
Other
Net cash (used in) provided by operating activities	(12)	(14)
Investing activities
Property and equipment additions
Proceeds from sale of shares of Orbitz Worldwide
Purchase of non-controlling interest in a subsidiary
Business acquired
Purchase of equity method investment
Net intercompany funding	12	20
Net cash provided by (used in) investing activities	12	20
Financing activities
Proceeds from revolver borrowings
Repayment of revolver borrowings
Repayment of capital lease obligations
Release of cash provided as collateral
Repayment of term loans
Payment related to early extinguishment of debt
Repurchase of Senior Notes
Distribution to a parent company		(6)
Other
Net cash provided by (used in) financing activities		(6)
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Intermediate Parent Guarantor [Member]
Operating activities
Net (loss) income	(165)	(196)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization
Amortization of customer loyalty payments
Gain on sale of shares of Orbitz Worldwide	(52)
Amortization of debt finance costs
Accrual of repayment fee and amortization of debt discount
Loss on early extinguishment of debt
Payment-in-kind interest
Share of earnings (losses) in equity method investments	3	(2)
Equity-based compensation
Deferred income taxes
Equity in losses (earnings) of subsidiaries	217	198
Pension liability contribution
Customer loyalty payments
Changes in assets and liabilities:
Accounts receivable
Other current assets
Accounts payable, accrued expenses and other current liabilities	1
Other
Net cash (used in) provided by operating activities	(213)
Investing activities
Property and equipment additions
Proceeds from sale of shares of Orbitz Worldwide	54
Purchase of non-controlling interest in a subsidiary
Business acquired
Purchase of equity method investment
Net intercompany funding	159
Net cash provided by (used in) investing activities	213
Financing activities
Proceeds from revolver borrowings
Repayment of revolver borrowings
Repayment of capital lease obligations
Release of cash provided as collateral
Repayment of term loans
Payment related to early extinguishment of debt
Repurchase of Senior Notes
Other
Net cash provided by (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Issuer [Member]
Operating activities
Net (loss) income	(217)	(198)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization
Amortization of customer loyalty payments
Gain on sale of shares of Orbitz Worldwide
Amortization of debt finance costs	6	19
Accrual of repayment fee and amortization of debt discount	5	1
Loss on early extinguishment of debt	14	49
Payment-in-kind interest	12	9
Share of earnings (losses) in equity method investments
Equity-based compensation
Deferred income taxes
Equity in losses (earnings) of subsidiaries	38	(28)
Pension liability contribution
Customer loyalty payments
Changes in assets and liabilities:
Accounts receivable
Other current assets	4
Accounts payable, accrued expenses and other current liabilities	12	19
Other	7	21
Net cash (used in) provided by operating activities	(157)	(108)
Investing activities
Property and equipment additions
Proceeds from sale of shares of Orbitz Worldwide
Purchase of non-controlling interest in a subsidiary
Business acquired
Purchase of equity method investment
Net intercompany funding	164	35
Net cash provided by (used in) investing activities	164	35
Financing activities
Proceeds from revolver borrowings	50	53
Repayment of revolver borrowings	(50)	(73)
Repayment of capital lease obligations
Release of cash provided as collateral	9	137
Repayment of term loans	(8)	(1,659)
Payment related to early extinguishment of debt	(3)
Proceeds from new term loans		2,169
Repurchase of Senior Notes		(413)
Cash provided as collateral		(93)
Debt finance costs		(55)
Other	(1)	(4)
Net cash provided by (used in) financing activities	(3)	62
Net (decrease) increase in cash and cash equivalents	4	(11)
Cash and cash equivalents at beginning of period	25	51
Cash and cash equivalents at end of period	29	40
Guarantor Subsidiaries [Member]
Operating activities
Net (loss) income	(38)	28
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	94	74
Amortization of customer loyalty payments	11	8
Gain on sale of shares of Orbitz Worldwide
Amortization of debt finance costs
Accrual of repayment fee and amortization of debt discount
Loss on early extinguishment of debt
Payment-in-kind interest
Share of earnings (losses) in equity method investments
Equity-based compensation
Deferred income taxes	5
Equity in losses (earnings) of subsidiaries
Pension liability contribution	(3)
Customer loyalty payments	(22)	(8)
Changes in assets and liabilities:
Accounts receivable	9	(25)
Other current assets	6	7
Accounts payable, accrued expenses and other current liabilities	(4)	28
Other	13	21
Net cash (used in) provided by operating activities	71	133
Investing activities
Property and equipment additions	(52)	(44)
Proceeds from sale of shares of Orbitz Worldwide
Other		(6)
Purchase of non-controlling interest in a subsidiary
Business acquired
Purchase of equity method investment
Net intercompany funding	(50)	(75)
Net cash provided by (used in) investing activities	(102)	(125)
Financing activities
Proceeds from revolver borrowings
Repayment of revolver borrowings
Repayment of capital lease obligations	(15)	(8)
Release of cash provided as collateral
Repayment of term loans
Payment related to early extinguishment of debt
Repurchase of Senior Notes
Other
Net cash provided by (used in) financing activities	(15)	(8)
Effect of changes in exchange rates on cash and cash equivalents		(1)
Net (decrease) increase in cash and cash equivalents	(46)	(1)
Cash and cash equivalents at beginning of period	51	3
Cash and cash equivalents at end of period	5	2
Non-Guarantor Subsidiaries [Member]
Operating activities
Net (loss) income	158	99
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	19	27
Amortization of customer loyalty payments	26	21
Gain on sale of shares of Orbitz Worldwide
Amortization of debt finance costs
Accrual of repayment fee and amortization of debt discount
Loss on early extinguishment of debt
Payment-in-kind interest
Share of earnings (losses) in equity method investments
Equity-based compensation
Deferred income taxes
Equity in losses (earnings) of subsidiaries
Pension liability contribution
Customer loyalty payments	(23)	(28)
Changes in assets and liabilities:
Accounts receivable	47	(40)
Other current assets	1	(11)
Accounts payable, accrued expenses and other current liabilities	(37)	(56)
Other	(9)	(11)
Net cash (used in) provided by operating activities	88	1
Investing activities
Property and equipment additions	(2)	(2)
Proceeds from sale of shares of Orbitz Worldwide
Purchase of non-controlling interest in a subsidiary	(65)
Business acquired	(10)
Purchase of equity method investment	(10)
Net intercompany funding	(20)	20
Net cash provided by (used in) investing activities	(107)	18
Financing activities
Proceeds from revolver borrowings
Repayment of revolver borrowings
Repayment of capital lease obligations
Release of cash provided as collateral
Repayment of term loans
Payment related to early extinguishment of debt
Repurchase of Senior Notes
Other
Net cash provided by (used in) financing activities
Net (decrease) increase in cash and cash equivalents	(19)	19
Cash and cash equivalents at beginning of period	78	56
Cash and cash equivalents at end of period	59	75
Eliminations [Member]
Operating activities
Net (loss) income	265	269
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization
Amortization of customer loyalty payments
Gain on sale of shares of Orbitz Worldwide
Amortization of debt finance costs
Accrual of repayment fee and amortization of debt discount
Loss on early extinguishment of debt
Payment-in-kind interest
Share of earnings (losses) in equity method investments
Equity-based compensation
Deferred income taxes
Equity in losses (earnings) of subsidiaries	(265)	(269)
Pension liability contribution
Customer loyalty payments
Changes in assets and liabilities:
Accounts receivable
Other current assets
Accounts payable, accrued expenses and other current liabilities
Other
Net cash (used in) provided by operating activities	265
Investing activities
Property and equipment additions
Proceeds from sale of shares of Orbitz Worldwide
Purchase of non-controlling interest in a subsidiary
Business acquired
Purchase of equity method investment
Net intercompany funding	(265)
Net cash provided by (used in) investing activities	(265)
Financing activities
Proceeds from revolver borrowings
Repayment of revolver borrowings
Repayment of capital lease obligations
Release of cash provided as collateral
Repayment of term loans
Payment related to early extinguishment of debt
Repurchase of Senior Notes
Other
Net cash provided by (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

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Equity-Based Compensation - Schedule of Employee Options Grant Estimated Weighted-Average Assumptions (Detail) (Options [Member])	6 Months Ended
	Jun. 30, 2014
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term from grant date (in years)	3 years
Risk free interest rate	0.80%
Expected volatility	60.00%
Dividend yield	0.00%

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Long-Term Debt - Additional Information (Detail) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		0 Months Ended	6 Months Ended	1 Months Ended							6 Months Ended	0 Months Ended		0 Months Ended		6 Months Ended
	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Jul. 22, 2014 Subsequent Event [Member] USD ($)	Jun. 30, 2014 Senior Subordinated Notes [Member] USD ($)	Jun. 30, 2014 Senior Subordinated Notes [Member] Dollar Denominated Notes [Member] USD ($)	Mar. 31, 2014 Senior Subordinated Notes [Member] Dollar Denominated Notes [Member] USD ($)	Jun. 30, 2014 Senior Subordinated Notes [Member] Euro Denominated Notes [Member] USD ($)	Jun. 30, 2014 Senior Subordinated Notes [Member] Euro Denominated Notes [Member] EUR (€)	Mar. 31, 2014 Senior Subordinated Notes [Member] Euro Denominated Notes [Member] USD ($)	Mar. 31, 2014 Senior Subordinated Notes [Member] Euro Denominated Notes [Member] EUR (€)	Jun. 30, 2014 Senior Notes [Member] USD ($)	Jun. 30, 2014 Senior Notes and Senior Subordinated Notes [Member] USD ($)	Jul. 25, 2014 Senior Notes and Senior Subordinated Notes [Member] Subsequent Event [Member] USD ($)	Jul. 25, 2014 Senior Notes and Senior Subordinated Notes [Member] Subsequent Event [Member] USD ($)	Jul. 11, 2014 First and Second Lien Term Loan [Member] Subsequent Event [Member] USD ($)	Jul. 11, 2014 First and Second Lien Term Loan [Member] Subsequent Event [Member] USD ($)	Jun. 30, 2014 Cash Collateral Letter of Credit Facility Due June 2018 [Member] USD ($)	Jun. 30, 2014 Revolving Credit Facility [Member] Senior Secured Credit Agreement [Member] USD ($)
Debt Instrument [Line Items]
Exchange of senior subordinated notes							$ 70	$ 43	$ 52	€ 39	$ 92	€ 67
Loss on extinguishment of debt	(9)	(49)	(14)	(49)		5								9
Exchange of fixed rate senior notes													47
Exchange of floating rate senior notes													13
Debt exchanged for shares			571												164		91
Common shares in exchange of debt			360.5												102.0		58.0
Debt conversion price																$ 1.64		$ 1.64
First lien term loans repaid amount					312
Repayment of term loans			8.0
Amount of interest expense accreted into the outstanding loan			2
Amortization of discount on term loans			3
Capitalized payment-in-kind interest			13
Repayment of capital lease obligations			15	8
Capital lease obligations incurred			6	5
Line of credit facility, maximum borrowing capacity																				120
Proceeds from revolver borrowings			50	53																50
Repayment of revolver borrowings			50	73																50
Outstanding balance under revolving credit facility																				0
Remaining capacity under revolving credit facility																				120
Cash collateralized letter of credit facility																			137
Credit facility expiration date																			Jun. 01, 2018
Terms of cash collateral																			The terms under the letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit.
Cash collateral percent of letters of credit																			103.00%
Letter of credit facility outstanding amount																			67
Cash provided as collateral																			70
Remaining capacity under letters of credit facility																			$ 70

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Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2014

Accounting Changes And Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

2. Recently Issued Accounting Pronouncements

Compensation—Stock Compensation

In June 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance on accounting for stock compensation where share-based payment awards granted to employees require specific performance target to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition.

The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, although earlier adoption is permitted. The Company is assessing the implications of adoption of this update on its consolidated condensed financial statements.

Revenue Recognition

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

The guidance is applicable to the Company for the interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on its consolidated condensed financial statements.

Discontinued Operations

In April 2014, the FASB issued guidance on discontinued operations that increased the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.

This guidance is applicable to the Company on a prospective basis for interim and annual reporting periods beginning after December 15, 2014 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, other than disclosures.

Presentation of an Unrecognized Tax Benefit

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit as a reduction to a deferred tax asset when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists except in certain circumstances. The Company adopted the provisions of this guidance effective January 1, 2014, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Accounting for Cumulative Translation Adjustment

In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity. The guidance provides the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held.

This guidance is applicable to the Company on a prospective basis for interim and annual reporting periods beginning after December 15, 2014 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

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Subsequent Events - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended	1 Months Ended			0 Months Ended	1 Months Ended		0 Months Ended		0 Months Ended				0 Months Ended
	Jun. 30, 2014	May 31, 2014 Orbitz Worldwide [Member]	Jun. 30, 2014 Orbitz Worldwide [Member]	Dec. 31, 2013 Orbitz Worldwide [Member]	Jul. 22, 2014 Subsequent Event [Member] Orbitz Worldwide [Member]	Jul. 31, 2014 Subsequent Event [Member] Orbitz Worldwide [Member]	Jul. 22, 2014 Subsequent Event [Member] Orbitz Worldwide [Member]	Jul. 22, 2014 Subsequent Event [Member] Orbitz Worldwide [Member] Underwriters [Member]	Jul. 22, 2014 Subsequent Event [Member] Orbitz Worldwide [Member] Optional Share [Member]	Aug. 01, 2014 Revolving Credit Facility [Member] Subsequent Event [Member]	Aug. 01, 2014 Revolving Credit Facility [Member] Subsequent Event [Member]	Jul. 22, 2014 Maximum [Member] Subsequent Event [Member] Orbitz Worldwide [Member]	Aug. 01, 2014 Senior Secured Credit Agreement [Member] Subsequent Event [Member]	Aug. 01, 2014 Term Loan Maturing in 2021 [Member] Subsequent Event [Member]	Aug. 01, 2014 Term Loan Maturing in 2021 [Member] Subsequent Event [Member]	Aug. 01, 2014 Senior Unsecured Bridge Loan Facility [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount											$ 100		$ 2,400		$ 2,300	$ 500
Debt maturity year										2019				2021
Common stock, shares sold		8.6			34.0			5.0
Common stock sold, price per share							$ 8.00		$ 8.04
Net proceeds from common stock sold	54	54			312	312
Repayment of principal amount of term loans	$ 8.0				$ 312.2
Percentage of equity investments			36.00%	45.00%								1.00%

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Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Payables And Accruals [Abstract]
Accrued commissions and incentives	$ 298	$ 253
Accrued interest expense	62	73
Accrued payroll and related	62	80
Customer prepayments	35	44
Deferred revenue	29	30
Accrued sponsor monitoring fee	23	26
Income tax payable	16	15
Pension and post-retirement benefit liabilities	1	1
Derivative contracts		1
Other	29	17
Accrued expenses and other current liabilities	$ 555	$ 540

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Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Accrued commissions and incentives	$	298	$	253
Accrued interest expense		62		73
Accrued payroll and related		62		80
Customer prepayments		35		44
Deferred revenue		29		30
Accrued sponsor monitoring fee		23		26
Income tax payable		16		15
Pension and post-retirement benefit liabilities		1		1
Derivative contracts		—		1
Other		29		17
	$	555	$	540

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Other Non-Current Assets (Tables)

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Summary of Other Non-Current Assets

Other non-current assets consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Deferred financing costs	$	33	$	40
Supplier prepayments		29		24
Pension assets		13		11
Prepaid incentives		9		22
Derivative assets		4		8
Other		26		15
	$	114	$	120

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014
Commitments And Contingencies Disclosure [Abstract]
Outstanding purchase commitments	$ 108
Purchase obligation due	$ 48

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Accrued Expenses and Other Current Liabilities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Accrued Expenses And Other Current Liabilities [Line Items]
Accrued commissions and incentives	$ 298	$ 253
Customer Loyalty Payments [Member]
Accrued Expenses And Other Current Liabilities [Line Items]
Accrued commissions and incentives	$ 62	$ 35

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Interest rate		Maturity(1)		June 30, 2014		December 31, 2013
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated(2)		L+4 1⁄4%		June 2018	$	—	$	—
Term loans
Dollar denominated(2)		L+5%		June 2019		1,519		1,525
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan(3)		L+8%		January 2016		647		644
Tranche 2 dollar denominated term loan(4)		8 3⁄8%		December 2016		239		234
Unsecured debt
Senior Notes
Dollar denominated notes(5)		13 7⁄8%		March 2016		370		411
Dollar denominated floating rate notes(6)		L+8 5⁄8%		March 2016		177		188
Senior Subordinated Notes
Dollar denominated notes		11 7⁄8%		September 2016		159		272
Euro denominated notes		10 7⁄8%		September 2016		47		192
Capital leases						98		107
Total debt						3,256		3,573
Less: current portion						46		45
Long-term debt					$	3,210	$	3,528

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) Minimum LIBOR floor of 1.25%

(3) Minimum LIBOR floor of 1.5%

(4) Cash interest of 4% and payment-in-kind interest of 4.375%

(5) Cash interest of 11.375% and payment-in-kind interest of 2.5%

(6) Cash interest of LIBOR+6.125% plus payment-in-kind interest of 2.5%

Aggregate Maturities of Debt

Aggregate maturities of debt as of June 30, 2014 are as follows (see Note 14—Subsequent Events):

(in $ millions)	Twelve Months Ending June 30,(2)
2015	$	46
2016		1,235
2017		481
2018		26
2019(1)		1,459
Thereafter		9
	$	3,256

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) The above table excludes (i) $56 million of payment-in-kind interest and $7 million of repayment fees for the term loans under the second lien credit agreement and senior notes, of which $5 million of payment-in-kind interest has been accrued within other non-current liabilities as of June 30, 2014 and (ii) $23 million of debt discount on term loans under the senior secured credit agreement and second lien credit agreement.

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2014

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Fair Value of Company's Derivative Contracts

Presented below is a summary of the fair value of the Company’s derivative contracts recorded on the consolidated condensed balance sheets at fair value.

	Balance Sheet Location	Fair Value Asset				Balance Sheet Location	Fair Value (Liability)
(in $ millions)		June 30, 2014		December 31, 2013			June 30, 2014		December 31, 2013
Derivatives designated as hedging instruments:
Interest rate caps	Other non-current assets	$	—	$	8	Other non-current liabilities	$	—	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets		1		3	Accrued expenses and other current liabilities		—		(1	)
Interest rate caps	Other non-current assets		4		—	Accrued expenses and other current liabilities		—		—
Total fair value of derivative assets (liabilities)		$	5	$	11		$	—	$	(1	)

Summary of Notional Amounts of Derivative Contracts

As of June 30, 2014, the notional amounts of the above derivative contracts were as follows:

(in $ millions)	Amount
Interest rate caps	$	2,330
Foreign currency forwards	$	103

Summary of Reconciliation of Net Carrying Amount of Derivative Financial Instruments

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments, during the six months ended June 30, 2014.

(in $ millions)	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net derivative asset as of January 1	$	10		$	11
Total gain (loss) for the period included in net loss		2			(14	)
Total loss for period accounted through other comprehensive income (loss)		(4	)		—
Proceeds from settlement of foreign exchange derivative contracts		(3	)		(2	)
Settlement of interest rate derivative contracts		—			3
Termination of foreign exchange derivative contracts (settlement pending)		—			(2	)
Net derivative asset (liability) as of June 30	$	5		$	(4	)

Impact of Changes in Fair Values of Derivatives

The table below presents the impact of changes in fair values of derivatives on accumulated other comprehensive income (loss) and on net income (loss) during the three and six months ended June 30, 2014:

	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)								Location of Gain (Loss) Recorded in Income (Loss)	Amount of Gain (Loss) Recorded Net Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,						Six Months Ended June 30,
(in $ millions)	2014		2013		2014		2013			2014			2013			2014			2013
Derivatives designated as hedging instruments:
Interest rate caps	$	5	$	—	$	4	$	—	Interest expense, net	$	—		$	—		$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate swaps		N/A		N/A		N/A		N/A	Interest expense, net		(8	)		(2	)		(8	)		(3	)
Foreign currency contracts		N/A		N/A		N/A		N/A	Selling, general and administrative		—			3			2			(11	)
										$	(8	)	$	1		$	(6	)	$	(14	)

Fair Values of Company's Other Financial Instruments

The fair values of the Company’s other financial instruments are as follows:

	Fair Value Hierarchy	June 30, 2014						December 31, 2013
(in $ millions)		Carrying Amount			Fair Value			Carrying Amount			Fair Value
Asset (liability)
Investment in Orbitz Worldwide	Level 1	$	10		$	354		$	19		$	349
Derivative assets	Level 2		5			5			11			11
Derivative liabilities	Level 2		—			—			(1	)		(1	)
Total debt	Level 2		(3,256	)		(3,363	)		(3,573	)		(3,693

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Basis of Presentation

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. With a presence in over 170 countries, Travelport is a privately owned company comprised of:

The Travel Commerce Platform (formerly known as the global distribution system or “GDS” business), through which the Company facilitates travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel buyers in the Company’s proprietary business to business (“B2B”) travel commerce platform. As travel industry needs evolve, Travelport is utilizing its Travel Commerce Platform to redefine the electronic distribution and merchandising of airline core and ancillary products, as well as extending its reach into the growing world of travel commerce beyond air, including to hotel, car rental, rail, cruise-line and tour operators. In addition, Travelport has leveraged its domain expertise in the travel industry to design a pioneering B2B payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. Travelport utilizes the extensive data managed by its platform to provide an array of additional services, such as advertising solutions, subscription services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users.

Through its Technology Services, Travelport provides critical hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling and other solutions, enabling them to focus on their core business competencies and reduce costs. The Company manages reservations, inventory management and other related critical systems for Delta Air Lines Inc. (“Delta”).

As of June 30, 2014, the Company also owned approximately 36% of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), a leading global online travel company, (see Note 14—Subsequent Events).

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, 2013 balance sheet which was derived from audited financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

In presenting the consolidated condensed financial statements in accordance with US GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of 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 2013 Annual Report on Form 10-K filed with the SEC on March 10, 2014.

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Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Company's RSUs and Stock Options

The activity of the Company’s RSUs and stock options for the six months ended June 30, 2014 is presented below:

	Shares					Restricted Share Units					Stock Options
(in millions, except per share, RSU or stock option fair value)	Number of Shares			Weighted Average Grant Date Fair Value		Number of RSUs			Weighted Average Grant Date Fair Value		Number of Options		Weighted Average Grant Date Fair Value
Balance as of January 1, 2014		6.4		$	0.74		41.8		$	0.39		2.0	$	0.12
Granted at fair market value		—			—		23.9		$	1.56		2.0	$	1.09
Vesting of restricted share units		8.5		$	0.44		(8.5	)	$	0.44		—		—
Forfeited/cancelled		—			—		(3.6	)	$	0.40		—		—
Net share settlement(1)		(3.7	)	$	0.45		—			—		—		—
Balance as of June 30, 2014		11.2		$	0.61		53.6		$	0.90		4.0	$	0.61

(1) The Company completed net share settlements for 3.7 million shares in Travelport Worldwide in connection with employee taxable income created upon issuance of shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

Schedule of Employee Options Grant Estimated Weighted-Average Assumptions

The fair values of employee options granted in June 2014 have been estimated as of the date of grant using the following weighted-average assumptions:

Expected term from grant date (in years)	3
Risk free interest rate	0.80	%
Expected volatility	60	%
Dividend yield	0	%

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Intangible Assets - Changes in Carrying Amount of Goodwill and Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	May 31, 2014	Jun. 30, 2014	Jun. 30, 2013
Non-Amortizable Assets:
Goodwill, Beginning Balance		$ 986	$ 986
Goodwill, Additions	14	14
Goodwill, Ending Balance		1,000	986
Trademarks and tradenames, Beginning Balance		314	314
Trademarks and tradenames, Additions		0
Trademarks and tradenames, Ending Balance		314	314
Other Intangible Assets:
Other intangible assets, net, Beginning Balance		671	717
Other intangible assets, net, Additions		(4)	(33)
Other intangible assets, net, Foreign Exchange		2	(3)
Other intangible assets, net, Ending Balance		669	681
Acquired Intangible Assets [Member]
Other Intangible Assets:
Total other intangible assets, Beginning Balance		1,129	1,129
Total other intangible assets, Additions		0
Total other intangible assets, Foreign Exchange		1
Total other intangible assets, Ending Balance		1,130	1,129
Accumulated amortization, Beginning Balance		(610)	(530)
Accumulated amortization, Additions		(39)	(40)
Accumulated amortization, Ending Balance		(649)	(570)
Other intangible assets, net, Beginning Balance		519	599
Other intangible assets, net, Additions		(39)	(40)
Other intangible assets, net, Foreign Exchange		1
Other intangible assets, net, Ending Balance		481	559
Customer Loyalty Payments [Member]
Other Intangible Assets:
Total other intangible assets, Beginning Balance		306	274
Total other intangible assets, Additions		72	36
Total other intangible assets, Retirements		(44)	(50)
Total other intangible assets, Foreign Exchange		1	(3)
Total other intangible assets, Ending Balance		335	257
Accumulated amortization, Beginning Balance		(154)	(156)
Accumulated amortization, Additions		(37)	(29)
Accumulated amortization, Retirements		44	50
Accumulated amortization, Foreign Exchange		0
Accumulated amortization, Ending Balance		(147)	(135)
Other intangible assets, net, Beginning Balance		152	118
Other intangible assets, net, Additions		35	7
Other intangible assets, net, Foreign Exchange		1	(3)
Other intangible assets, net, Ending Balance		$ 188	$ 122

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Financial Instruments - Summary of Reconciliation of Net Carrying Amount of Derivative Financial Instruments (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Net derivative asset as of January 1	$ 10	$ 11
Total gain (loss) for the period included in net loss	2	(14)
Total loss for period accounted through other comprehensive income (loss)	(4)
Proceeds from settlement of foreign exchange derivative contracts	(3)	(2)
Settlement of interest rate derivative contracts		3
Termination of foreign exchange derivative contracts (settlement pending)		(2)
Net derivative asset (liability) as of June 30	$ 5	$ (4)

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Consolidated Condensed Statements of Operations (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Net revenue	$ 551	$ 537	$ 1,123	$ 1,085
Costs and expenses
Cost of revenue	337	326	690	659
Selling, general and administrative	97	106	185	200
Depreciation and amortization	57	49	113	101
Total costs and expenses	491	481	988	960
Operating income	60	56	135	125
Interest expense, net	(87)	(104)	(170)	(174)
Loss on early extinguishment of debt	(9)	(49)	(14)	(49)
Gain on sale of shares of Orbitz Worldwide	52		52
Income (loss) before income taxes and share of earnings (losses) in equity method investments	16	(97)	3	(98)
Provision for income taxes	(12)	(6)	(22)	(17)
Share of earnings (losses) in equity method investments	1		(3)	2
Net income (loss)	5	(103)	(22)	(113)
Net income attributable to non-controlling interest in subsidiaries	(1)	(2)	(3)	(2)
Net income (loss) attributable to the Company	$ 4	$ (105)	$ (25)	$ (115)

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Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Capital leases	$ 98	$ 107
Total debt	3,256	3,573
Less: current portion	46	45
Long-term debt	3,210	3,528
Secured Debt [Member] | Revolver Borrowings [Member] | Dollar Denominated [Member]
Debt Instrument [Line Items]
Variable Interest rate percentage	4.25%	4.25%
Variable Interest rate description	Libor+4 1/4 %	Libor+4 1/4 %
Maturity	Jun. 30, 2018	Jun. 30, 2018
Long-term debt
Secured Debt [Member] | Term Loans [Member] | Dollar Denominated [Member]
Debt Instrument [Line Items]
Variable Interest rate percentage	5.00%	5.00%
Variable Interest rate description	Libor+5 %	Libor+5 %
Maturity	Jun. 30, 2019	Jun. 30, 2019
Long-term debt	1,519	1,525
Secured Debt [Member] | Second Lien Credit Agreement [Member] | Tranche 1 Dollar Denominated Term Loan [Member]
Debt Instrument [Line Items]
Variable Interest rate percentage	8.00%	8.00%
Variable Interest rate description	Libor+8 %	Libor+8 %
Maturity	Jan. 31, 2016	Jan. 31, 2016
Long-term debt	647	644
Secured Debt [Member] | Second Lien Credit Agreement [Member] | Tranche 2 Dollar Denominated Term Loan [Member]
Debt Instrument [Line Items]
Interest rate percentage	8.375%	8.375%
Maturity	Dec. 31, 2016	Dec. 31, 2016
Long-term debt	239	234
Unsecured Debt [Member] | Senior Notes [Member] | Dollar Denominated Notes [Member]
Debt Instrument [Line Items]
Interest rate percentage	13.875%	13.875%
Maturity	Mar. 31, 2016	Mar. 31, 2016
Long-term debt	370	411
Unsecured Debt [Member] | Senior Notes [Member] | Dollar Denominated Floating Rate Notes [Member]
Debt Instrument [Line Items]
Variable Interest rate percentage	8.625%	8.625%
Variable Interest rate description	Libor+8 5/8 %	Libor+8 5/8 %
Maturity	Mar. 31, 2016	Mar. 31, 2016
Long-term debt	177	188
Unsecured Debt [Member] | Senior Subordinated Notes [Member] | Dollar Denominated Notes [Member]
Debt Instrument [Line Items]
Interest rate percentage	11.875%	11.875%
Maturity	Sep. 30, 2016	Sep. 30, 2016
Long-term debt	159	272
Unsecured Debt [Member] | Senior Subordinated Notes [Member] | Euro Denominated Notes [Member]
Debt Instrument [Line Items]
Interest rate percentage	10.875%	10.875%
Maturity	Sep. 30, 2016	Sep. 30, 2016
Long-term debt	$ 47	$ 192

XML

Consolidated Condensed Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating activities
Net loss	$ (22)	$ (113)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	113	101
Amortization of customer loyalty payments	37	29
Gain on sale of shares of Orbitz Worldwide	(52)
Amortization of debt finance costs	6	19
Accrual of repayment fee and amortization of debt discount	5	1
Loss on early extinguishment of debt	14	49
Payment-in-kind interest	12	9
Share of losses (earnings) in equity method investments	3	(2)
Equity-based compensation	9	2
Deferred income taxes	5	0
Pension liability contribution	(3)	0
Customer loyalty payments	(45)	(36)
Changes in assets and liabilities:
Accounts receivable	(38)	(65)
Other current assets	9	(4)
Accounts payable, accrued expenses and other current liabilities	(22)	(9)
Other	11	31
Net cash (used in) provided by operating activities	42	12
Investing activities
Property and equipment additions	(54)	(46)
Proceeds from sale of shares of Orbitz Worldwide	54
Purchase of non-controlling interest in a subsidiary	(65)
Business acquired, net of cash	(10)
Purchase of equity method investment	(10)
Other		(6)
Net cash provided by (used in) investing activities	(85)	(52)
Financing activities
Proceeds from revolver borrowings	50	53
Repayment of revolver borrowings	(50)	(73)
Repayment of capital lease obligations	(15)	(8)
Release of cash provided as collateral	9	137
Repayment of term loans	(8)	(1,659)
Payment related to early extinguishment of debt	(3)
Proceeds from term loans		2,169
Repurchase of Senior Notes		(413)
Cash provided as collateral		(93)
Debt finance costs		(55)
Distribution to a parent company		(6)
Other	(1)	(4)
Net cash (used in) provided by financing activities	(18)	48
Effect of changes in exchange rate on cash and cash equivalents		(1)
Net (decrease) increase in cash and cash equivalents	(61)	7
Cash and cash equivalents at beginning of period	154	110
Cash and cash equivalents at end of period	93	117
Supplementary disclosures of cash flow information
Interest payments	150	145
Income tax payments, net	13	13
Non-cash exchange of senior subordinated notes for equity of a parent company (see Note 9)	257
Non-cash exchange of senior notes for equity of a parent company (see Note 9)	60
Non-cash capital lease additions	6	5
Non-cash distribution to a parent company		25
Exchange of Senior Priority Secured Notes for Tranche 2 Loans		229
Exchange of Senior Notes due 2014 and 2016 for new Senior Notes due 2016		$ 591

XML

Equity-Based Compensation - Summary of Company's RSUs and Stock Options (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balance, Number of Shares	6.4
Granted at fair market value, Number of Shares
Vesting of restricted share units, Number of Shares	8.5
Forfeited/cancelled, Number of Shares
Net share settlement, Number of Shares	(3.7)
Ending Balance, Number of Shares	11.2
Beginning Balance, Weighted Average Grant Date Fair Value	$ 0.74
Granted at fair market value, Weighted Average Grant Date Fair Value
Vesting of restricted share units, Weighted Average Grant Date Fair Value	$ 0.44
Forfeited/cancelled, Weighted Average Grant Date Fair Value
Net share settlement, Weighted Average Grant Date Fair Value	$ 0.45
Ending Balance, Weighted Average Grant Date Fair Value	$ 0.61
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balance, Number of Options	2.0
Granted at fair market value, Number of Options	2.0
Vesting of restricted share units, Number of Options
Forfeited/cancelled, Number of Options
Net share settlement, Number of Options
Ending Balance, Number of Options	4.0
Beginning Balance, Weighted Average Grant Date Fair Value	$ 0.12
Granted at fair market value, Weighted Average Grant Date Fair Value	$ 1.09
Vesting of restricted share units, Weighted Average Grant Date Fair Value
Forfeited/cancelled, Weighted Average Grant Date Fair Value
Net share settlement, Weighted Average Grant Date Fair Value
Ending Balance, Weighted Average Grant Date Fair Value	$ 0.61
Restricted Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balance, Number of Shares	41.8
Granted at fair market value, Number of Shares	23.9
Vesting of restricted share units, Number of Shares	8.5
Forfeited/cancelled, Number of Shares	(3.6)
Net share settlement, Number of Shares
Ending Balance, Number of Shares	53.6
Beginning Balance, Weighted Average Grant Date Fair Value	$ 0.39
Granted at fair market value, Weighted Average Grant Date Fair Value	$ 1.56
Vesting of restricted share units, Weighted Average Grant Date Fair Value	$ 0.44
Forfeited/cancelled, Weighted Average Grant Date Fair Value	$ 0.40
Net share settlement, Weighted Average Grant Date Fair Value
Ending Balance, Weighted Average Grant Date Fair Value	$ 0.90

XML

Orbitz Worldwide - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended			1 Months Ended	3 Months Ended			6 Months Ended			0 Months Ended	1 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	May 31, 2014 Orbitz Worldwide [Member]	Jun. 30, 2014 Orbitz Worldwide [Member]	Jun. 30, 2013 Orbitz Worldwide [Member]	Mar. 31, 2013 Orbitz Worldwide [Member]	Jun. 30, 2014 Orbitz Worldwide [Member]	Jun. 30, 2013 Orbitz Worldwide [Member]	Dec. 31, 2013 Orbitz Worldwide [Member]	Jul. 22, 2014 Orbitz Worldwide [Member] Subsequent Event [Member]	Jul. 31, 2014 Orbitz Worldwide [Member] Subsequent Event [Member]
Related Party Transaction [Line Items]
Shares sold in underwritten public offering						8.6							34.0
Net proceeds from sale of shares			$ 54			$ 54							$ 312	$ 312
Gain recognized on shares sold	52		52				52			52
Percentage of equity investments							36.00%			36.00%		45.00%
Carrying value of investment	10		10		19		10			10		19
Fair value of investment							354			354
Share of earnings (losses) in equity method investments	1		(3)	2			1	0		(3)	2
(Provision for) benefit income taxes	(12)	(6)	(22)	(17)			(6)	9	158	(13)	167
Revenue earned							27	23		52	47
Balance payable							$ 17			$ 17		$ 12

XML

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements - Consolidating Condensed Statements of Comprehensive Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	$ 5	$ (103)	$ (22)	$ (113)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax	1	(5)	2	(8)
Realization of losses on cash flow hedges, net of tax	5		4
Unrealized actuarial loss on defined benefit plans, net of tax		(1)		(1)
Unrealized (loss) gain on equity investment, net of tax	(3)	6	(4)	11
Equity in other comprehensive (loss) income of subsidiaries
Other comprehensive income, net of tax	3		2	2
Comprehensive income (loss)	8	(103)	(20)	(111)
Comprehensive income attributable to non-controlling interest in subsidiaries	(1)	(2)	(3)	(2)
Comprehensive income (loss) attributable to the Company	7	(105)	(23)	(113)
Parent Guarantor [Member]
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	4	(105)	(25)	(115)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax
Realization of losses on cash flow hedges, net of tax
Unrealized (loss) gain on equity investment, net of tax
Equity in other comprehensive (loss) income of subsidiaries	3		2	2
Other comprehensive income, net of tax	3		2	2
Comprehensive income (loss)	7	(105)	(23)	(113)
Comprehensive income attributable to non-controlling interest in subsidiaries
Comprehensive income (loss) attributable to the Company	7	(105)	(23)	(113)
Intermediate Parent Guarantor [Member]
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	(90)	(143)	(165)	(196)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax
Realization of losses on cash flow hedges, net of tax
Unrealized (loss) gain on equity investment, net of tax	(3)	6	(4)	11
Equity in other comprehensive (loss) income of subsidiaries	5	(1)	4	(1)
Other comprehensive income, net of tax	2	5		10
Comprehensive income (loss)	(88)	(138)	(165)	(186)
Comprehensive income attributable to non-controlling interest in subsidiaries
Comprehensive income (loss) attributable to the Company	(88)	(138)	(165)	(186)
Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	(144)	(143)	(217)	(198)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax
Realization of losses on cash flow hedges, net of tax	5		4
Unrealized (loss) gain on equity investment, net of tax
Equity in other comprehensive (loss) income of subsidiaries		(1)		(1)
Other comprehensive income, net of tax	5	(1)	4	(1)
Comprehensive income (loss)	(139)	(144)	(213)	(199)
Comprehensive income attributable to non-controlling interest in subsidiaries
Comprehensive income (loss) attributable to the Company	(139)	(144)	(213)	(199)
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	(50)	18	(38)	28
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax
Realization of losses on cash flow hedges, net of tax
Unrealized actuarial loss on defined benefit plans, net of tax		(1)		(1)
Unrealized (loss) gain on equity investment, net of tax
Equity in other comprehensive (loss) income of subsidiaries
Other comprehensive income, net of tax		(1)		(1)
Comprehensive income (loss)	(50)	17	(38)	27
Comprehensive income attributable to non-controlling interest in subsidiaries
Comprehensive income (loss) attributable to the Company	(50)	17	(38)	27
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	107	48	158	99
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax	1	(5)	2	(8)
Realization of losses on cash flow hedges, net of tax
Unrealized (loss) gain on equity investment, net of tax
Equity in other comprehensive (loss) income of subsidiaries
Other comprehensive income, net of tax	1	(5)	2	(8)
Comprehensive income (loss)	108	43	160	91
Comprehensive income attributable to non-controlling interest in subsidiaries	(1)	(2)	(3)	(2)
Comprehensive income (loss) attributable to the Company	107	41	157	89
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	178	222	265	269
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax
Realization of losses on cash flow hedges, net of tax
Unrealized (loss) gain on equity investment, net of tax
Equity in other comprehensive (loss) income of subsidiaries	(8)	2	(6)
Other comprehensive income, net of tax	(8)	2	(6)
Comprehensive income (loss)	170	224	259	269
Comprehensive income attributable to non-controlling interest in subsidiaries
Comprehensive income (loss) attributable to the Company	$ 170	$ 224	$ 259	$ 269

XML

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

6 Months Ended

Jun. 30, 2014

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

15. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

All of the Company’s secured debt and its unsecured senior notes and senior subordinated notes are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of the Company’s existing and future domestic 100% owned subsidiaries (the “guarantor subsidiaries”). The guarantees are full, unconditional, joint and several.

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the three and six months ended June 30, 2014 and 2013, the consolidating condensed statements of comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013, consolidating condensed balance sheets as of June 30, 2014 and December 31, 2013, and the consolidating condensed statements of cash flows for the six months ended June 30, 2014 and 2013 for: (a) Travelport Limited (the “Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, the “Intermediate Parent Guarantor”); (c) Travelport LLC (the “Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent, Intermediate Parent Guarantor and Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis.

In addition, the Company’s secured debt is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries, the net revenue, assets and operating income of which are included in the non-guarantor subsidiaries.

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	215		$	336		$	—	$	551
Costs and expenses
Cost of revenue		—			—			—			138			199			—		337
Selling, general and administrative		12			(1	)		—			82			4			—		97
Depreciation and amortization		—			—			—			40			17			—		57
Total costs and expenses		12			(1	)		—			260			220			—		491
Operating (loss) income		(12	)		1			—			(45	)		116			—		60
Interest expense, net		—			—			(85	)		(2	)		—			—		(87	)
Loss on early extinguishment of debt		—			—			(9	)		—			—			—		(9	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		16			(144	)		(50	)		—			—			178		—
Income (loss) before income taxes and share of earnings in equity method investments		4			(91	)		(144	)		(47	)		116			178		16
Provision for income taxes		—			—			—			(3	)		(9	)		—		(12	)
Share of earnings in equity method investments		—			1			—			—			—			—		1
Net income (loss)		4			(90	)		(144	)		(50	)		107			178		5
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(1	)		—		(1	)
Net income (loss) attributable to the Company	$	4		$	(90	)	$	(144	)	$	(50	)	$	106		$	178	$	4

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2014

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)	$	4	$	(90	)	$	(144	)	$	(50	)	$	107		$	178		$	5
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			1			—			1
Realization of losses on cash flow hedges, net of tax		—		—			5			—			—			—			5
Unrealized loss on equity investment, net of tax		—		(3	)		—			—			—			—			(3	)
Equity in other comprehensive income of subsidiaries		3		5			—			—			—			(8	)		—
Other comprehensive income (loss), net of tax		3		2			5			—			1			(8	)		3
Comprehensive income (loss)		7		(88	)		(139	)		(50	)		108			170			8
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—			—			—			(1	)		—			(1	)
Comprehensive income (loss) attributable to the Company	$	7	$	(88	)	$	(139	)	$	(50	)	$	107		$	170		$	7

TRAVELPORT LIMTED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	205		$	332		$	—	$	537
Costs and expenses
Cost of revenue		—			—			—			115			211			—		326
Selling, general and administrative		8			—			12			33			53			—		106
Depreciation and amortization		—			—			—			35			14			—		49
Total costs and expenses		8			—			12			183			278			—		481
Operating (loss) income		(8	)		—			(12	)		22			54			—		56
Interest expense, net		—			—			(101	)		(3	)		—			—		(104	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(97	)		(143	)		18			—			—			222		—
(Loss) income before income taxes and share of earnings (losses) in equity method investments		(105	)		(143	)		(144	)		19			54			222		(97	)
Provision for income taxes		—			—			1			(1	)		(6	)		—		(6	)
Share of earnings (losses) in equity method investments		—			—			—			—			—			—		—
Net (loss) income		(105	)		(143	)		(143	)		18			48			222		(103	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company	$	(105	)	$	(143	)	$	(143	)	$	18		$	46		$	222	$	(105	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(105	)	$	(143	)	$	(143	)	$	18		$	48		$	222	$	(103	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(5	)		—		(5	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			6			—			—			—			—		6
Equity in other comprehensive loss of subsidiaries		—			(1	)		(1	)		—			—			2		—
Other comprehensive income (loss), net of tax		—			5			(1	)		(1	)		(5	)		2		—
Comprehensive (loss) income		(105	)		(138	)		(144	)		17			43			224		(103	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Comprehensive (loss) income attributable to the Company	$	(105	)	$	(138	)	$	(144	)	$	17		$	41		$	224	$	(105	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	425		$	698		$	—	$	1,123
Costs and expenses
Cost of revenue		—			—			—			274			416			—		690
Selling, general and administrative		15			(3	)		(1	)		85			89			—		185
Depreciation and amortization		—			—			—			94			19			—		113
Total costs and expenses		15			(3	)		(1	)		453			524			—		988
Operating (loss) income		(15	)		3			1			(28	)		174			—		135
Interest expense, net		—			—			(166	)		(4	)		—			—		(170	)
Loss on early extinguishment of debt		—			—			(14	)		—			—			—		(14	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		(10	)		(217	)		(38	)		—			—			265		—
(Loss) income before income taxes and share of losses in equity method investments		(25	)		(162	)		(217	)		(32	)		174			265		3
Provision for income taxes		—			—			—			(6	)		(16	)		—		(22	)
Share of losses in equity method investments		—			(3	)		—			—			—			—		(3	)
Net (loss) income		(25	)		(165	)		(217	)		(38	)		158			265		(22	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—		(3	)
Net (loss) income attributable to the Company	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	155		$	265	$	(25	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			2			—			2
Realization of losses on cash flow hedges, net of tax		—			—			4			—			—			—			4
Unrealized loss on equity investment, net of tax		—			(4	)		—			—			—			—			(4	)
Equity in other comprehensive income of subsidiaries		2			4			—			—			—			(6	)		—
Other comprehensive income (loss), net of tax		2			—			4			—			2			(6	)		2
Comprehensive (loss) income		(23	)		(165	)		(213	)		(38	)		160			259			(20	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—			(3	)
Comprehensive (loss) income attributable to the Company	$	(23	)	$	(165	)	$	(213	)	$	(38	)	$	157		$	259		$	(23	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	417		$	668		$	—	$	1,085
Costs and expenses
Cost of revenue		—			—			—			253			406			—		659
Selling, general and administrative		16			—			8			55			121			—		200
Depreciation and amortization		—			—			—			74			27			—		101
Total costs and expenses		16			—			8			382			554			—		960
Operating (loss) income		(16	)		—			(8	)		35			114			—		125
Interest expense, net		—			—			(169	)		(5	)		—			—		(174	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(99	)		(198	)		28			—			—			269		—
(Loss) income before income taxes and share of earnings in equity method investments		(115	)		(198	)		(198	)		30			114			269		(98	)
Provision for income taxes		—			—			—			(2	)		(15	)		—		(17	)
Share of earnings in equity method investments		—			2			—			—			—			—		2
Net (loss) income		(115	)		(196	)		(198	)		28			99			269		(113	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Net (loss) income attributable to the Company	$	(115	)	$	(196	)	$	(198	)	$	28		$	97		$	269	$	(115	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269	$	(113	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(8	)		—		(8	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			11			—			—			—			—		11
Equity in other comprehensive income (loss) of subsidiaries		2			(1	)		(1	)		—			—			—		—
Other comprehensive income (loss), net of tax		2			10			(1	)		(1	)		(8	)		—		2
Comprehensive (loss) income		(113	)		(186	)		(199	)		27			91			269		(111	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)
Comprehensive (loss) income attributable to the Company	$	(113	)	$	(186	)	$	(199	)	$	27		$	89		$	269	$	(113	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	—		$	29		$	5	$	59	$	—	$	93
Accounts receivable, net		—			—			—			4		211		—		215
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		2			—			3			20		87		—		112
Total current assets		2			—			32			29		358		—		421
Investment in subsidiary/intercompany		(1,081	)		(1,266	)		1,851			—		—		496		—
Property and equipment, net		—			—			—			390		23		—		413
Goodwill		—			—			—			960		40		—		1,000
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			554		115		—		669
Cash held as collateral		—			—			70			—		—		—		70
Investment in Orbitz Worldwide		—			10			—			—		—		—		10
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			35			27		52		—		114
Total assets	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016
Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	37	$	21		—	$	58
Accrued expenses and other current liabilities		9			—			91			136		319		—		555
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			30		—		—		46
Total current liabilities		9			—			107			227		340		—		683
Long-term debt		—			—			3,142			68		—		—		3,210
Deferred income taxes		—			—			—			19		5		—		24
Other non-current liabilities		—			—			5			108		55		—		168
Total liabilities		9			—			3,254			422		400				4,085
Total shareholders’ equity (deficit) / intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		175		496		(1,088	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19
Total equity (deficit)/intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		194		496		(1,069	)
Total liabilities and equity	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	—		$	25		$	51	$	78	$	—	$	154
Accounts receivable, net		—			—			—			51		126		—		177
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		—			—			7			26		101		—		134
Total current assets		—			—			32			128		306		—		466
Investment in subsidiary/intercompany		(1,315	)		(1,426	)		1,991			—		—		750		—
Property and equipment, net		—			—			—			405		23		—		428
Goodwill		—			—			—			960		26		—		986
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			577		94		—		671
Cash held as collateral		—			—			79			—		—		—		79
Investment in Orbitz Worldwide		—			19			—			—		—		—		19
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			48			35		37		—		120
Total assets	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088
Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	45	$	27	$	—	$	72
Accrued expenses and other current liabilities		15			1			104			124		296		—		540
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			29		—		—		45
Total current liabilities		15			1			120			222		323		—		681
Long-term debt		—			—			3,450			78		—		—		3,528
Deferred income taxes		—			—			—			14		4		—		18
Other non-current liabilities		—			—			6			113		53		—		172
Total liabilities		15			1			3,576			427		380		—		4,399
Total shareholders’ equity (deficit) / intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		93		750		(1,330	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19
Total equity (deficit)/ intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		112		750		(1,311	)
Total liabilities and equity	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			94			19			—			113
Amortization of customer loyalty payments		—			—			—			11			26			—			37
Gain on sale of shares of Orbitz Worldwide		—			(52	)		—			—			—			—			(52	)
Amortization of debt finance costs		—			—			6			—			—			—			6
Accrual of repayment fee and amortization of debt discount		—			—			5			—			—			—			5
Loss on early extinguishment of debt		—			—			14			—			—			—			14
Payment-in-kind interest		—			—			12			—			—			—			12
Share of losses in equity method investments		—			3			—			—			—			—			3
Equity-based compensation		9			—			—			—			—			—			9
Deferred income taxes		—			—			—			5			—			—			5
Pension liability contribution		—			—			—			(3	)		—			—			(3	)
Customer loyalty payments		—			—			—			(22	)		(23	)		—			(45	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			9			(47	)		—			(38	)
Other current assets		(2	)		—			4			6			1			—			9
Accounts payable, accrued expenses and other current liabilities		6			1			12			(4	)		(37	)		—			(22	)
Other		—			—			7			13			(9	)		—			11
Net cash (used in) provided by operating activities		(12	)		(213	)		(157	)		71			88			265			42
Investing activities
Property and equipment additions		—			—			—			(52	)		(2	)		—			(54	)
Proceeds from sale of shares of Orbitz Worldwide		—			54			—			—			—			—			54
Purchase of non-controlling interest in a subsidiary		—			—			—			—			(65	)		—			(65	)
Business acquired		—			—			—			—			(10	)		—			(10	)
Purchase of equity method investment		—			—			—			—			(10	)		—			(10	)
Net intercompany funding		12			159			164			(50	)		(20	)		(265	)		—
Net cash provided by (used in) investing activities		12			213			164			(102	)		(107	)		(265	)		(85	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2014

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—		—		50			—			—			—		50
Repayment of revolver borrowings		—		—		(50	)		—			—			—		(50	)
Repayment of capital lease obligations		—		—		—			(15	)		—			—		(15	)
Release of cash provided as collateral		—		—		9			—			—			—		9
Repayment of term loans		—		—		(8	)		—			—			—		(8	)
Payment related to early extinguishment of debt		—		—		(3	)		—			—			—		(3	)
Other		—		—		(1	)		—			—			—		(1	)
Net cash used in financing activities		—		—		(3	)		(15	)		—			—		(18	)
Net increase (decrease) in cash and cash equivalents		—		—		4			(46	)		(19	)		—		(61	)
Cash and cash equivalents at beginning of period		—		—		25			51			78			—		154
Cash and cash equivalents at end of period		—		—	$	29		$	5		$	59			—	$	93

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269		$	(113	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			74			27			—			101
Amortization of customer loyalty payments		—			—			—			8			21			—			29
Amortization of debt finance costs and debt discount		—			—			19			—			—			—			19
Accrual of repayment fee and amortization of debt discount		—			—			1			—			—			—			1
Loss on early extinguishment of debt		—			—			49			—			—			—			49
Payment-in-kind interest		—			—			9			—			—			—			9
Share of earnings in equity method investments		—			(2	)		—			—			—			—			(2	)
Equity-based compensation		2			—			—			—			—			—			2
Equity in losses (earnings) of subsidiaries		99			198			(28	)		—			—			(269	)		—
Customer loyalty payments		—			—			—			(8	)		(28	)		—			(36	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(25	)		(40	)		—			(65	)
Other current assets		—			—			—			7			(11	)		—			(4	)
Accounts payable, accrued expenses and other current liabilities		—			—			19			28			(56	)		—			(9	)
Other		—			—			21			21			(11	)		—			31
Net cash (used in) provided by operating activities		(14	)		—			(108	)		133			1			—			12
Investing activities
Property and equipment additions		—			—			—			(44	)		(2	)		—			(46	)
Other		—			—			—			(6	)		—			—			(6	)
Net intercompany funding		20			—			35			(75	)		20			—			—
Net cash provided by (used in) investing activities		20			—			35			(125	)		18			—			(52	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—			—		53			—			—		—		53
Repayment of revolver borrowings		—			—		(73	)		—			—		—		(73	)
Repayment of capital lease obligations		—			—		—			(8	)		—		—		(8	)
Release of cash provided as collateral		—			—		137			—			—		—		137
Repayment of term loans		—			—		(1,659	)		—			—		—		(1,659	)
Proceeds from new term loans		—			—		2,169			—			—		—		2,169
Repurchase of Senior Notes		—			—		(413	)		—			—		—		(413	)
Cash provided as collateral		—			—		(93	)		—			—		—		(93	)
Debt finance costs		—			—		(55	)		—			—		—		(55	)
Distribution to a parent company		(6	)		—		—			—			—		—		(6	)
Other		—			—		(4	)		—			—		—		(4	)
Net cash provided by (used in) financing activities		(6	)		—		62			(8	)		—		—		48
Effect of changes in exchange rates on cash and cash equivalents		—			—		—			(1	)		—		—		(1	)
Net (decrease) increase in cash and cash equivalents		—			—		(11	)		(1	)		19		—		7
Cash and cash equivalents at beginning of period		—			—		51			3			56		—		110
Cash and cash equivalents at end of period		—			—	$	40		$	2		$	75		—	$	117

XML

Orbitz Worldwide - Summary Results of Operations for Orbitz Worldwide (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2014	Jun. 30, 2013
Related Party Transaction [Line Items]
Net revenue	$ 551	$ 537		$ 1,123	$ 1,085
Operating expenses	491	481		988	960
Operating income	60	56		135	125
Interest expense, net	(87)	(104)		(170)	(174)
Loss on early extinguishment of debt	(9)	(49)		(14)	(49)
(Provision for) benefit income taxes	(12)	(6)		(22)	(17)
Orbitz Worldwide [Member]
Related Party Transaction [Line Items]
Net revenue	248	226		458	429
Operating expenses	225	203		424	409
Operating income	23	23		34	20
Interest expense, net	(8)	(13)		(18)	(22)
Loss on early extinguishment of debt	(2)	(18)		(2)	(18)
Income (loss) before income taxes	13	(8)		14	(20)
(Provision for) benefit income taxes	(6)	9	158	(13)	167
Net income	$ 7	$ 1		$ 1	$ 147

XML

Orbitz Worldwide (Tables)

6 Months Ended

Jun. 30, 2014

Equity Method Investments And Joint Ventures [Abstract]

Summary Results of Operations for Orbitz Worldwide

Presented below are the summary results of operations for Orbitz Worldwide for the three and six months ended June 30, 2014 and 2013:

(in $ millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net revenue	$	248		$	226		$	458		$	429
Operating expenses		225			203			424			409
Operating income		23			23			34			20
Interest expense, net		(8	)		(13	)		(18	)		(22	)
Loss on early extinguishment of debt		(2	)		(18	)		(2	)		(18	)
Income (loss) before income taxes		13			(8	)		14			(20	)
(Provision for) benefit from income taxes		(6	)		9			(13	)		167
Net income	$	7		$	1		$	1		$	147

XML

Consolidated Condensed Statement of Changes in Total Equity (Deficit) (USD $) In Millions	Total	Common Shares [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Non- Controlling Interest in Subsidiaries [Member]
Beginning balance at Dec. 31, 2013	$ (1,311)	$ 0	$ 691	$ (1,939)	$ (82)	$ 19
Contribution from a parent company	323		323
Purchase of non-controlling interest in a subsidiary	(65)		(62)			(3)
Equity-based compensation	9		9
Net share settlement for equity based compensation	(5)		(5)
Comprehensive (loss) income, net of tax	(20)			(25)	2	3
Ending balance at Jun. 30, 2014	$ (1,069)	$ 0	$ 956	$ (1,964)	$ (80)	$ 19

XML

Consolidated Condensed Statements of Comprehensive Loss (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ 5	$ (103)	$ (22)	$ (113)
Other comprehensive income (loss), net of tax:
Currency translation adjustment, net of tax	1	(5)	2	(8)
Realization of losses on cash flow hedges, net of tax	5		4
Unrealized actuarial loss on defined benefit plans, net of tax		(1)		(1)
Unrealized (loss) gain on equity investment, net of tax	(3)	6	(4)	11
Other comprehensive income, net of tax	3		2	2
Comprehensive income (loss)	8	(103)	(20)	(111)
Comprehensive income attributable to non-controlling interest in subsidiaries	(1)	(2)	(3)	(2)
Comprehensive income (loss) attributable to the Company	$ 7	$ (105)	$ (23)	$ (113)

XML

Financial Instruments

6 Months Ended

Jun. 30, 2014

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Financial Instruments

10. Financial Instruments

The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes. During the six months ended June 30, 2014, there was no material change in the Company’s interest rate and foreign currency risk management policies or in its fair value methodology except as set out below.

In June 2014, the Company ceased hedge accounting for its interest rate cap derivative instruments. With the exchange of common shares of Travelport Worldwide for the Company’s term loans in July 2014, which the Company subsequently canceled and reduced the principal amount of debt being hedged to under 100% of its notional amount and the Company’s announcement of the proposed refinancing of its capital structure in August 2014 (see Note 14—Subsequent Events), the Company determined that the hedge effectiveness could no longer be achieved. Further, the underlying future interest cash outflows hedged were considered as not probable of occurring, resulting in the Company realizing losses of $8 million accumulated within other comprehensive income (loss) and recognizing it within its consolidated condensed statements of operations.

As of June 30, 2014, the Company had a net asset position of $5 million related to derivative financial instruments associated with its floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

Presented below is a summary of the fair value of the Company’s derivative contracts recorded on the consolidated condensed balance sheets at fair value.

	Balance Sheet Location	Fair Value Asset				Balance Sheet Location	Fair Value (Liability)
(in $ millions)		June 30, 2014		December 31, 2013			June 30, 2014		December 31, 2013
Derivatives designated as hedging instruments:
Interest rate caps	Other non-current assets	$	—	$	8	Other non-current liabilities	$	—	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets		1		3	Accrued expenses and other current liabilities		—		(1	)
Interest rate caps	Other non-current assets		4		—	Accrued expenses and other current liabilities		—		—
Total fair value of derivative assets (liabilities)		$	5	$	11		$	—	$	(1	)

As of June 30, 2014, the notional amounts of the above derivative contracts were as follows:

(in $ millions)	Amount
Interest rate caps	$	2,330
Foreign currency forwards	$	103

The interest rate cap derivative contracts cover transactions for periods that do not exceed three years. All other contracts cover transactions for periods that do not exceed one year.

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments, during the six months ended June 30, 2014.

(in $ millions)	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net derivative asset as of January 1	$	10		$	11
Total gain (loss) for the period included in net loss		2			(14	)
Total loss for period accounted through other comprehensive income (loss)		(4	)		—
Proceeds from settlement of foreign exchange derivative contracts		(3	)		(2	)
Settlement of interest rate derivative contracts		—			3
Termination of foreign exchange derivative contracts (settlement pending)		—			(2	)
Net derivative asset (liability) as of June 30	$	5		$	(4	)

During the six months ended June 30, 2014, the Company received $3 million in relation to certain foreign exchange derivative contracts which were terminated in 2013 and included in other current assets as of December 31, 2013. During the six months ended June 30, 2013, the Company paid $7 million in relation to certain foreign exchange derivative contracts which were terminated in 2012 and included within accrued expenses and other current liabilities as of December 31, 2012.

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 2% and a recovery rate of 20% which are applied to the Company’s credit default swap adjustments. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of June 30, 2014.

The table below presents the impact of changes in fair values of derivatives on accumulated other comprehensive income (loss) and on net income (loss) during the three and six months ended June 30, 2014:

	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)								Location of Gain (Loss) Recorded in Income (Loss)	Amount of Gain (Loss) Recorded Net Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,						Six Months Ended June 30,
(in $ millions)	2014		2013		2014		2013			2014			2013			2014			2013
Derivatives designated as hedging instruments:
Interest rate caps	$	5	$	—	$	4	$	—	Interest expense, net	$	—		$	—		$	—		$	—
Derivatives not designated as hedging instruments:
Interest rate swaps		N/A		N/A		N/A		N/A	Interest expense, net		(8	)		(2	)		(8	)		(3	)
Foreign currency contracts		N/A		N/A		N/A		N/A	Selling, general and administrative		—			3			2			(11	)
										$	(8	)	$	1		$	(6	)	$	(14	)

The table above includes unrealized gain on foreign currency derivative contracts of $1 million and $2 million for the three and six months ended June 30, 2014, respectively.

Fair Value Disclosures for All Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying value of cash held as collateral approximates to its fair value.

The fair values of the Company’s other financial instruments are as follows:

	Fair Value Hierarchy	June 30, 2014						December 31, 2013
(in $ millions)		Carrying Amount			Fair Value			Carrying Amount			Fair Value
Asset (liability)
Investment in Orbitz Worldwide	Level 1	$	10		$	354		$	19		$	349
Derivative assets	Level 2		5			5			11			11
Derivative liabilities	Level 2		—			—			(1	)		(1	)
Total debt	Level 2		(3,256	)		(3,363	)		(3,573	)		(3,693	)

The fair value of the Company’s investment in Orbitz Worldwide, which is categorized within Level 1 of the fair value hierarchy, has been determined based on quoted prices in active markets.

The fair value of the Company’s total debt has been determined by calculating the fair value of term loans, senior notes and senior subordinated notes based on quoted prices obtained from independent brokers for identical debt instruments when traded as an asset and is categorized within Level 2 of the fair value hierarchy.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 07, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	TVPL
Entity Registrant Name	Travelport LTD
Entity Central Index Key	0001386355
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		12,000

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2014, the Company had approximately $108 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $48 million relates to the twelve months ending June 30, 2015. These purchase obligations extend through 2017.

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 it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes 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 its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period.

Standard Guarantees/Indemnification

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) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) 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 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.

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Consolidated Condensed Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 93	$ 154
Accounts receivable (net of allowances for doubtful accounts of $13 and $13)	215	177
Deferred income taxes	1	1
Other current assets	112	134
Total current assets	421	466
Property and equipment, net	413	428
Goodwill	1,000	986
Trademarks and tradenames	314	314
Other intangible assets, net	669	671
Cash held as collateral	70	79
Investment in Orbitz Worldwide	10	19
Deferred income tax	5	5
Other non-current assets	114	120
Total assets	3,016	3,088
Current liabilities:
Accounts payable	58	72
Accrued expenses and other current liabilities	555	540
Deferred income taxes	24	24
Current portion of long-term debt	46	45
Total current liabilities	683	681
Long-term debt	3,210	3,528
Deferred income taxes	24	18
Other non-current liabilities	168	172
Total liabilities	4,085	4,399
Commitments and contingencies (Note 11)
Shareholders' equity (deficit):
Common shares ($1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding)	0	0
Additional paid in capital	956	691
Accumulated deficit	(1,964)	(1,939)
Accumulated other comprehensive loss	(80)	(82)
Total shareholders' equity (deficit)	(1,088)	(1,330)
Equity attributable to non-controlling interest in subsidiaries	19	19
Total equity (deficit)	(1,069)	(1,311)
Total liabilities and equity	$ 3,016	$ 3,088

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Property and Equipment, Net

6 Months Ended

Jun. 30, 2014

Property Plant And Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net, consisted of:

	June 30, 2014							December 31, 2013
(in $ millions)	Cost		Accumulated depreciation			Net		Cost		Accumulated depreciation			Net
Capitalized software	$	702	$	(498	)	$	204	$	650	$	(449	)	$	201
Computer equipment		288		(161	)		127		281		(139	)		142
Building and leasehold improvements		19		(9	)		10		17		(8	)		9
Construction in progress		72		—			72		76		—			76
	$	1,081	$	(668	)	$	413	$	1,024	$	(596	)	$	428

The Company recorded depreciation expense of $37 million and $29 million during the three months ended June 30, 2014 and 2013, respectively. The Company recorded depreciation expense of $74 million and $61 million during the six months ended June 30, 2014 and 2013, respectively.

As of June 30, 2014 and December 31, 2013, the Company had net capital lease assets of $94 million and $104 million, respectively, included within computer equipment.

The amount of interest on capital projects capitalized was $3 million and $1 million for the three months ended June 30, 2014 and 2013, respectively. The amount of interest on capital projects capitalized was $5 million and $2 million for the six months ended June 30, 2014 and 2013, respectively.

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Other Current Assets

6 Months Ended

Jun. 30, 2014

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Current Assets

4. Other Current Assets

Other current assets consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Restricted cash	$	35	$	44
Sales and use tax receivables		28		30
Prepaid expenses		21		22
Prepaid incentives		12		20
Derivative assets		1		3
Other		15		15
	$	112	$	134

Restricted cash represents cash held on behalf of clients for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments.

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Recently Issued Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Changes And Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Compensation – Stock Compensation

In June 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance on accounting for stock compensation where share-based payment awards granted to employees require specific performance target to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition.

The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, although earlier adoption is permitted. The Company is assessing the implications of adoption of this update on its consolidated condensed financial statements.

Revenue Recognition

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

The guidance is applicable to the Company for the interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on its consolidated condensed financial statements.

Discontinued Operations

In April 2014, the FASB issued guidance on discontinued operations that increased the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.

This guidance is applicable to the Company on a prospective basis for interim and annual reporting periods beginning after December 15, 2014 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, other than disclosures.

Presentation of an Unrecognized Tax Benefit

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit as a reduction to a deferred tax asset when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists except in certain circumstances. The Company adopted the provisions of this guidance effective January 1, 2014, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Accounting for Cumulative Translation Adjustment

In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity. The guidance provides the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held.

This guidance is applicable to the Company on a prospective basis for interim and annual reporting periods beginning after December 15, 2014 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

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Equity

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Equity

12. Equity

Contribution from a Parent Company

During the six months ended June 30, 2014, Travelport Worldwide acquired $257 million of senior subordinated notes and $60 million of senior notes of the Company from the holders of the notes, and such notes were contributed to the Company by Travelport Holdings Limited, its direct parent. The Company subsequently cancelled these notes, and the debt was considered as extinguished. The Company recorded the notes received from Travelport Holdings Limited at their fair value of $323 million as a contribution from its parent company.

Purchase of Non-Controlling Interest in a Subsidiary

In June 2014, the Company acquired an additional 16% of equity from the non-controlling shareholders of its majority-owned subsidiary, eNett International (Jersey) Limited (“eNett”), for a total consideration of $65 million thereby increasing its ownership in eNett from 57% to 73%. The excess of consideration paid by the Company of $65 million over the carrying value of non-controlling interest acquired is recorded within additional paid in capital on the consolidated condensed balance sheets.

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Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Accrued commissions and incentives	$	298	$	253
Accrued interest expense		62		73
Accrued payroll and related		62		80
Customer prepayments		35		44
Deferred revenue		29		30
Accrued sponsor monitoring fee		23		26
Income tax payable		16		15
Pension and post-retirement benefit liabilities		1		1
Derivative contracts		—		1
Other		29		17
	$	555	$	540

Included in accrued commissions and incentives are $62 million and $35 million of accrued customer loyalty payments as of June 30, 2014 and December 31, 2013, respectively.

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Equity-Based Compensation - Summary of Company's RSUs and Stock Options (Parenthetical) (Detail) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net share settlements	3.7
Worldwide Equity Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net share settlements	3.7

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Intangible Assets

6 Months Ended

Jun. 30, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2014 and June 30, 2014 are as follows:

(in $ millions)	January 1, 2014			Additions			Retirements			Foreign Exchange		June 30, 2014
Non-Amortizable Assets:
Goodwill	$	986		$	14		$	—		$	—	$	1,000
Trademarks and tradenames		314			—			—			—		314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			1		1,130
Accumulated amortization		(610	)		(39	)		—			—		(649	)
Acquired intangible assets, net		519			(39	)		—			1		481
Customer loyalty payments		306			72			(44	)		1		335
Accumulated amortization		(154	)		(37	)		44			—		(147	)
Customer loyalty payments, net		152			35			—			1		188
Other intangible assets, net	$	671		$	(4	)	$	—		$	2	$	669

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2013 and June 30, 2013 are as follows:

(in $ millions)	January 1, 2013			Additions			Retirements			Foreign Exchange			June 30, 2013
Non-Amortizable Assets:
Goodwill	$	986		$	—		$	—		$	—		$	986
Trademarks and tradenames		314			—			—			—			314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			—			1,129
Accumulated amortization		(530	)		(40	)		—			—			(570	)
Acquired intangible assets, net		599			(40	)		—			—			559
Customer loyalty payments		274			36			(50	)		(3	)		257
Accumulated amortization		(156	)		(29	)		50			—			(135	)
Customer loyalty payments, net		118			7			—			(3	)		122
Other intangible assets, net	$	717		$	(33	)	$	—		$	(3	)	$	681

In May 2014, the Company made an acquisition for $14 million, of which $10 million was paid in cash and $4 million is deferred consideration to be paid upon resolution of certain items. The acquisition resulted in goodwill of $14 million. As of June 30, 2014, the Company is in the process of allocating the purchase consideration to acquired identifiable assets and liabilities.

The Company paid cash of $45 million and $36 million for customer loyalty payments during the six months ended June 30, 2014 and 2013, respectively. Further, as of June 30, 2014 and December 31, 2013, the Company had balances payable of $62 million and $35 million, respectively, for customer loyalty payments (see Note 8).

Amortization expense for acquired intangible assets, which consists of customer relationships, was $20 million for both of the three months ended June 30, 2014 and 2013, respectively, and $39 million and $40 million for the six months ended June 30, 2014 and 2013, respectively, and is included as a component of depreciation and amortization on the Company’s consolidated condensed statements of operations.

Amortization expense for customer loyalty payments was $19 million and $15 million for the three months ended June 30, 2014 and 2013, respectively, and $37 million and $29 million for the six months ended June 30, 2014 and 2013, respectively, and is included within cost of revenue or revenue in the Company’s consolidated condensed statements of operations.

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Other Non-Current Assets

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Other Non-Current Assets

7. Other Non-Current Assets

Other non-current assets consisted of:

(in $ millions)	June 30, 2014		December 31, 2013
Deferred financing costs	$	33	$	40
Supplier prepayments		29		24
Pension assets		13		11
Prepaid incentives		9		22
Derivative assets		4		8
Other		26		15
	$	114	$	120

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Long-Term Debt

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Long-Term Debt

9. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Interest rate		Maturity(1)		June 30, 2014		December 31, 2013
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated(2)		L+4 1⁄4%		June 2018	$	—	$	—
Term loans
Dollar denominated(2)		L+5%		June 2019		1,519		1,525
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan(3)		L+8%		January 2016		647		644
Tranche 2 dollar denominated term loan(4)		8 3⁄8%		December 2016		239		234
Unsecured debt
Senior Notes
Dollar denominated notes(5)		13 7⁄8%		March 2016		370		411
Dollar denominated floating rate notes(6)		L+8 5⁄8%		March 2016		177		188
Senior Subordinated Notes
Dollar denominated notes		11 7⁄8%		September 2016		159		272
Euro denominated notes		10 7⁄8%		September 2016		47		192
Capital leases						98		107
Total debt						3,256		3,573
Less: current portion						46		45
Long-term debt					$	3,210	$	3,528

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) Minimum LIBOR floor of 1.25%

(3) Minimum LIBOR floor of 1.5%

(4) Cash interest of 4% and payment-in-kind interest of 4.375%

(5) Cash interest of 11.375% and payment-in-kind interest of 2.5%

(6) Cash interest of LIBOR+6.125% plus payment-in-kind interest of 2.5%

In March 2014, Travelport Worldwide Limited (“Travelport Worldwide”), the Company’s indirect parent company, acquired $43 million of dollar denominated senior subordinated notes and $92 million (€67 million) of euro denominated senior subordinated notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior subordinated notes to the Company, which the Company subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $5 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

In June 2014, Travelport Worldwide acquired an additional $70 million of dollar denominated senior subordinated notes, $52 million (€39 million) of euro denominated senior subordinated notes, $47 million of dollar denominated fixed rate senior notes and $13 million of dollar denominated floating rate senior notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior notes and senior subordinated notes to the Company, which the Company subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $9 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

On June 27, 2014, Travelport Worldwide launched an offer to exchange the senior notes and senior subordinated notes issued by the Company’s subsidiaries into its common shares. As of July 25, 2014, approximately $164 million in aggregate principal amount of notes were tendered and accepted in exchange for approximately 102 million common shares of Travelport Worldwide, at a value of $1.64 per common share.

On July 11, 2014, Travelport Worldwide entered into an agreement with certain term loan lenders to exchange approximately 58 million of its common shares, at a value of $1.64 per common share, for approximately $91 million of first lien and second lien term loans under Travelport LLC’s (the Company’s wholly-owned subsidiary) sixth amended and restated credit agreement and second lien credit agreement.

Based on the results of the exchange offers and the term loan exchange through the date of this Quarterly Report on Form 10-Q, Travelport Worldwide exchanged approximately 360.5 million of its common shares for approximately $571 million principal amount of total debt of the Company, and as such debt was canceled by the Company’s subsidiaries after such debt was contributed to the Company.

The Company also repaid $312 million of first lien term loans from the proceeds received from the sale of shares of Orbitz Worldwide (see Note 14—Subsequent Events).

During the six months ended June 30, 2014, the Company (i) repaid $8 million as its quarterly repayment of term loans, (ii) accreted $2 million as interest expense towards the repayment fee on the second lien Tranche 1 loans, (iii) amortized $3 million as discount on term loans, (iv) capitalized $13 million related to payment-in-kind interest into the senior notes and second lien Tranche 2 dollar denominated term loans and (v) repaid $15 million under its capital lease obligations and entered into $6 million of new capital leases for information technology assets.

The Company has a $120 million revolving credit facility with a consortium of banks under its senior secured credit agreement. During the six months ended June 30, 2014, the Company borrowed $50 million under this facility and repaid $50 million. As of June 30, 2014, the Company had no outstanding balance under its revolving credit facility with $120 million of remaining borrowing capacity under this facility.

The Company has a $137 million of cash collateralized letters of credit facility, maturing in June 2018. The terms under the letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit. As of June 30, 2014, $67 million of letters of credit were outstanding under the terms of the facility, against which the Company provided $70 million as cash collateral, and the Company had $70 million of remaining capacity under its letters of credit facility.

Debt Maturities

Aggregate maturities of debt as of June 30, 2014 are as follows (see Note 14—Subsequent Events):

(in $ millions)	Twelve Months Ending June 30,(2)
2015	$	46
2016		1,235
2017		481
2018		26
2019(1)		1,459
Thereafter		9
	$	3,256

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) The above table excludes (i) $56 million of payment-in-kind interest and $7 million of repayment fees for the term loans under the second lien credit agreement and senior notes, of which $5 million of payment-in-kind interest has been accrued within other non-current liabilities as of June 30, 2014 and (ii) $23 million of debt discount on term loans under the senior secured credit agreement and second lien credit agreement.

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Guarantor and Non-Guarantor Consolidating Condensed Financial Statements - Consolidating Condensed Statement of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Income Statements, Captions [Line Items]
Net revenue	$ 551	$ 537	$ 1,123	$ 1,085
Costs and expenses
Cost of revenue	337	326	690	659
Selling, general and administrative	97	106	185	200
Depreciation and amortization	57	49	113	101
Total costs and expenses	491	481	988	960
Operating income	60	56	135	125
Interest expense, net	(87)	(104)	(170)	(174)
Loss on early extinguishment of debt	(9)	(49)	(14)	(49)
Gain on sale of shares of Orbitz Worldwide	52		52
Equity in earnings (losses) of subsidiaries
Income (loss) before income taxes and share of earnings (losses) in equity method investments	16	(97)	3	(98)
Provision for income taxes	(12)	(6)	(22)	(17)
Share of earnings (losses) in equity method investments	1		(3)	2
Net income (loss)	5	(103)	(22)	(113)
Net income attributable to non-controlling interest in subsidiaries	(1)	(2)	(3)	(2)
Net income (loss) attributable to the Company	4	(105)	(25)	(115)
Parent Guarantor [Member]
Condensed Income Statements, Captions [Line Items]
Net revenue
Costs and expenses
Cost of revenue
Selling, general and administrative	12	8	15	16
Depreciation and amortization
Total costs and expenses	12	8	15	16
Operating income	(12)	(8)	(15)	(16)
Interest expense, net
Loss on early extinguishment of debt
Gain on sale of shares of Orbitz Worldwide
Equity in earnings (losses) of subsidiaries	16	(97)	(10)	(99)
Income (loss) before income taxes and share of earnings (losses) in equity method investments	4	(105)	(25)	(115)
Provision for income taxes
Share of earnings (losses) in equity method investments
Net income (loss)	4	(105)	(25)	(115)
Net income attributable to non-controlling interest in subsidiaries
Net income (loss) attributable to the Company	4	(105)	(25)	(115)
Intermediate Parent Guarantor [Member]
Condensed Income Statements, Captions [Line Items]
Net revenue
Costs and expenses
Cost of revenue
Selling, general and administrative	(1)		(3)
Depreciation and amortization
Total costs and expenses	(1)		(3)
Operating income	1		3
Interest expense, net
Loss on early extinguishment of debt
Gain on sale of shares of Orbitz Worldwide	52		52
Equity in earnings (losses) of subsidiaries	(144)	(143)	(217)	(198)
Income (loss) before income taxes and share of earnings (losses) in equity method investments	(91)	(143)	(162)	(198)
Provision for income taxes
Share of earnings (losses) in equity method investments	1		(3)	2
Net income (loss)	(90)	(143)	(165)	(196)
Net income attributable to non-controlling interest in subsidiaries
Net income (loss) attributable to the Company	(90)	(143)	(165)	(196)
Issuer [Member]
Condensed Income Statements, Captions [Line Items]
Net revenue
Costs and expenses
Cost of revenue
Selling, general and administrative		12	(1)	8
Depreciation and amortization
Total costs and expenses		12	(1)	8
Operating income		(12)	1	(8)
Interest expense, net	(85)	(101)	(166)	(169)
Loss on early extinguishment of debt	(9)	(49)	(14)	(49)
Gain on sale of shares of Orbitz Worldwide
Equity in earnings (losses) of subsidiaries	(50)	18	(38)	28
Income (loss) before income taxes and share of earnings (losses) in equity method investments	(144)	(144)	(217)	(198)
Provision for income taxes		1
Share of earnings (losses) in equity method investments
Net income (loss)	(144)	(143)	(217)	(198)
Net income attributable to non-controlling interest in subsidiaries
Net income (loss) attributable to the Company	(144)	(143)	(217)	(198)
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net revenue	215	205	425	417
Costs and expenses
Cost of revenue	138	115	274	253
Selling, general and administrative	82	33	85	55
Depreciation and amortization	40	35	94	74
Total costs and expenses	260	183	453	382
Operating income	(45)	22	(28)	35
Interest expense, net	(2)	(3)	(4)	(5)
Loss on early extinguishment of debt
Gain on sale of shares of Orbitz Worldwide
Equity in earnings (losses) of subsidiaries
Income (loss) before income taxes and share of earnings (losses) in equity method investments	(47)	19	(32)	30
Provision for income taxes	(3)	(1)	(6)	(2)
Share of earnings (losses) in equity method investments
Net income (loss)	(50)	18	(38)	28
Net income attributable to non-controlling interest in subsidiaries
Net income (loss) attributable to the Company	(50)	18	(38)	28
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net revenue	336	332	698	668
Costs and expenses
Cost of revenue	199	211	416	406
Selling, general and administrative	4	53	89	121
Depreciation and amortization	17	14	19	27
Total costs and expenses	220	278	524	554
Operating income	116	54	174	114
Interest expense, net
Loss on early extinguishment of debt
Gain on sale of shares of Orbitz Worldwide
Equity in earnings (losses) of subsidiaries
Income (loss) before income taxes and share of earnings (losses) in equity method investments	116	54	174	114
Provision for income taxes	(9)	(6)	(16)	(15)
Share of earnings (losses) in equity method investments
Net income (loss)	107	48	158	99
Net income attributable to non-controlling interest in subsidiaries	(1)	(2)	(3)	(2)
Net income (loss) attributable to the Company	106	46	155	97
Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net revenue
Costs and expenses
Cost of revenue
Selling, general and administrative
Depreciation and amortization
Total costs and expenses
Operating income
Interest expense, net
Loss on early extinguishment of debt
Gain on sale of shares of Orbitz Worldwide
Equity in earnings (losses) of subsidiaries	178	222	265	269
Income (loss) before income taxes and share of earnings (losses) in equity method investments	178	222	265	269
Provision for income taxes
Share of earnings (losses) in equity method investments
Net income (loss)	178	222	265	269
Net income attributable to non-controlling interest in subsidiaries
Net income (loss) attributable to the Company	$ 178	$ 222	$ 265	$ 269

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Guarantor and Non-Guarantor Consolidating Condensed Financial Statements - Consolidating Condensed Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 93	$ 154	$ 117	$ 110
Accounts receivable, net	215	177
Deferred income taxes	1	1
Other current assets	112	134
Total current assets	421	466
Investment in subsidiary/intercompany
Property and equipment, net	413	428
Goodwill	1,000	986	986	986
Trademarks and tradenames	314	314	314	314
Other intangible assets, net	669	671	681	717
Cash held as collateral	70	79
Investment in Orbitz Worldwide	10	19
Deferred income tax	5	5
Other non-current assets	114	120
Total assets	3,016	3,088
Current liabilities:
Accounts payable	58	72
Accrued expenses and other current liabilities	555	540
Deferred income taxes	24	24
Current portion of long-term debt	46	45
Total current liabilities	683	681
Long-term debt	3,210	3,528
Deferred income taxes	24	18
Other non-current liabilities	168	172
Total liabilities	4,085	4,399
Total shareholders' equity (deficit)/intercompany	(1,088)	(1,330)
Equity attributable to non-controlling interest in subsidiaries	19	19
Total equity (deficit)/ intercompany	(1,069)	(1,311)
Total liabilities and equity	3,016	3,088
Parent Guarantor [Member]
Current assets:
Cash and cash equivalents
Accounts receivable, net
Deferred income taxes
Other current assets	2
Total current assets	2
Investment in subsidiary/intercompany	(1,081)	(1,315)
Property and equipment, net
Goodwill
Trademarks and tradenames
Other intangible assets, net
Cash held as collateral
Investment in Orbitz Worldwide
Deferred income tax
Other non-current assets
Total assets	(1,079)	(1,315)
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities	9	15
Deferred income taxes
Current portion of long-term debt
Total current liabilities	9	15
Long-term debt
Deferred income taxes
Other non-current liabilities
Total liabilities	9	15
Total shareholders' equity (deficit)/intercompany	(1,088)	(1,330)
Equity attributable to non-controlling interest in subsidiaries
Total equity (deficit)/ intercompany	(1,088)	(1,330)
Total liabilities and equity	(1,079)	(1,315)
Intermediate Parent Guarantor [Member]
Current assets:
Cash and cash equivalents
Accounts receivable, net
Deferred income taxes
Other current assets
Total current assets
Investment in subsidiary/intercompany	(1,266)	(1,426)
Property and equipment, net
Goodwill
Trademarks and tradenames
Other intangible assets, net
Cash held as collateral
Investment in Orbitz Worldwide	10	19
Deferred income tax
Other non-current assets
Total assets	(1,256)	(1,407)
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities		1
Deferred income taxes
Current portion of long-term debt
Total current liabilities		1
Long-term debt
Deferred income taxes
Other non-current liabilities
Total liabilities		1
Total shareholders' equity (deficit)/intercompany	(1,256)	(1,408)
Equity attributable to non-controlling interest in subsidiaries
Total equity (deficit)/ intercompany	(1,256)	(1,408)
Total liabilities and equity	(1,256)	(1,407)
Issuer [Member]
Current assets:
Cash and cash equivalents	29	25	40	51
Accounts receivable, net
Deferred income taxes
Other current assets	3	7
Total current assets	32	32
Investment in subsidiary/intercompany	1,851	1,991
Property and equipment, net
Goodwill
Trademarks and tradenames
Other intangible assets, net
Cash held as collateral	70	79
Investment in Orbitz Worldwide
Deferred income tax
Other non-current assets	35	48
Total assets	1,988	2,150
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities	91	104
Deferred income taxes
Current portion of long-term debt	16	16
Total current liabilities	107	120
Long-term debt	3,142	3,450
Deferred income taxes
Other non-current liabilities	5	6
Total liabilities	3,254	3,576
Total shareholders' equity (deficit)/intercompany	(1,266)	(1,426)
Equity attributable to non-controlling interest in subsidiaries
Total equity (deficit)/ intercompany	(1,266)	(1,426)
Total liabilities and equity	1,988	2,150
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	5	51	2	3
Accounts receivable, net	4	51
Deferred income taxes
Other current assets	20	26
Total current assets	29	128
Investment in subsidiary/intercompany
Property and equipment, net	390	405
Goodwill	960	960
Trademarks and tradenames	313	313
Other intangible assets, net	554	577
Cash held as collateral
Investment in Orbitz Worldwide
Deferred income tax
Other non-current assets	27	35
Total assets	2,273	2,418
Current liabilities:
Accounts payable	37	45
Accrued expenses and other current liabilities	136	124
Deferred income taxes	24	24
Current portion of long-term debt	30	29
Total current liabilities	227	222
Long-term debt	68	78
Deferred income taxes	19	14
Other non-current liabilities	108	113
Total liabilities	422	427
Total shareholders' equity (deficit)/intercompany	1,851	1,991
Equity attributable to non-controlling interest in subsidiaries
Total equity (deficit)/ intercompany	1,851	1,991
Total liabilities and equity	2,273	2,418
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	59	78	75	56
Accounts receivable, net	211	126
Deferred income taxes	1	1
Other current assets	87	101
Total current assets	358	306
Investment in subsidiary/intercompany
Property and equipment, net	23	23
Goodwill	40	26
Trademarks and tradenames	1	1
Other intangible assets, net	115	94
Cash held as collateral
Investment in Orbitz Worldwide
Deferred income tax	5	5
Other non-current assets	52	37
Total assets	594	492
Current liabilities:
Accounts payable	21	27
Accrued expenses and other current liabilities	319	296
Deferred income taxes
Current portion of long-term debt
Total current liabilities	340	323
Long-term debt
Deferred income taxes	5	4
Other non-current liabilities	55	53
Total liabilities	400	380
Total shareholders' equity (deficit)/intercompany	175	93
Equity attributable to non-controlling interest in subsidiaries	19	19
Total equity (deficit)/ intercompany	194	112
Total liabilities and equity	594	492
Eliminations [Member]
Current assets:
Cash and cash equivalents
Accounts receivable, net
Deferred income taxes
Other current assets
Total current assets
Investment in subsidiary/intercompany	496	750
Property and equipment, net
Goodwill
Trademarks and tradenames
Other intangible assets, net
Cash held as collateral
Investment in Orbitz Worldwide
Deferred income tax
Other non-current assets
Total assets	496	750
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Deferred income taxes
Current portion of long-term debt
Total current liabilities
Long-term debt
Deferred income taxes
Other non-current liabilities
Total liabilities
Total shareholders' equity (deficit)/intercompany	496	750
Equity attributable to non-controlling interest in subsidiaries
Total equity (deficit)/ intercompany	496	750
Total liabilities and equity	$ 496	$ 750

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Guarantor and Non-Guarantor Consolidating Condensed Financial Statements - Additional Information (Detail)	Jun. 30, 2014
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Percentage of ownership	100.00%

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Basis of Presentation - Additional Information (Detail)	Jun. 30, 2014	Dec. 31, 2013
Basis Of Presentation [Line Items]
Number of countries in which company operates	170
Orbitz Worldwide [Member]
Basis Of Presentation [Line Items]
Equity investments	36.00%	45.00%

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Financial Instruments - Summary of Fair Value of Company's Derivative Contracts (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Fair Value Asset	$ 5	$ 11
Fair Value (Liability)		(1)
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Caps [Member] | Other Non-Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair Value (Liability)
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Caps [Member] | Other Non-Current Assets [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset		8
Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate Caps [Member] | Accrued Expenses and Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair Value (Liability)
Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate Caps [Member] | Other Non-Current Assets [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset	4
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Currency Contracts [Member] | Accrued Expenses and Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair Value (Liability)		(1)
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Currency Contracts [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset	$ 1	$ 3

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Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

Debt Refinancing

On August 1, 2014, the Company announced the launch of a debt refinancing transaction seeking commitments from lenders (i) under a new senior secured credit agreement for an aggregate principal amount of $2,400 million, and the Company currently expects the new senior secured credit facility to be comprised of (a) a single tranche of term loans of $2,300 million maturing in 2021 and (b) a revolving credit facility of $100 million (which may be increased) maturing in 2019 and (ii) under a senior unsecured bridge loan facility in an aggregate principal amount of $500 million. The Company intends to use the net proceeds from this refinancing to repay certain existing indebtedness, including first and second lien term loans under the Company’s sixth amended and restated credit agreement and senior secured credit agreement, senior notes and senior subordinated notes.

Debt for Equity Exchanges

See Note 9—Long-Term Debt for a discussion of debt for equity exchanges.

Sale of shares of Orbitz Worldwide

On July 22, 2014, pursuant to an underwritten agreement, the Company sold 34 million shares of common stock of Orbitz Worldwide, along with an additional 5 million shares of common stock pursuant to the underwriter’s option to purchase additional shares. The price paid to the Company for the shares was $8.00 per firm share and $8.04 per optional share, with aggregate net proceeds of approximately $312 million. After giving effect to this sale, the Company owns less than 1% of the outstanding shares of Orbitz Worldwide and will discontinue equity method of accounting. The proceeds from the sale of Orbitz Worldwide shares were used to repay $312.2 million principal amount of term loans under the Company’s senior secured credit agreement.

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Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2014

Property Plant And Equipment [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net, consisted of:

	June 30, 2014							December 31, 2013
(in $ millions)	Cost		Accumulated depreciation			Net		Cost		Accumulated depreciation			Net
Capitalized software	$	702	$	(498	)	$	204	$	650	$	(449	)	$	201
Computer equipment		288		(161	)		127		281		(139	)		142
Building and leasehold improvements		19		(9	)		10		17		(8	)		9
Construction in progress		72		—			72		76		—			76
	$	1,081	$	(668	)	$	413	$	1,024	$	(596	)	$	428

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Long-Term Debt - Aggregate Maturities of Debt (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Change in maturity date, description	The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates.	The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates.
Other Non-Current Liabilities [Member]
Debt Instrument [Line Items]
Payment-in-kind interest accrued or to be accrued	$ 5
Scenario, Forecast [Member]
Debt Instrument [Line Items]
Payment-in-kind interest accrued or to be accrued	56
Repayment fees to be accrued in future	7
Debt discount on term loans	$ 23

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Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	May 31, 2014	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2014 Acquired Intangible Assets [Member]	Jun. 30, 2013 Acquired Intangible Assets [Member]	Jun. 30, 2014 Acquired Intangible Assets [Member]	Jun. 30, 2013 Acquired Intangible Assets [Member]	Jun. 30, 2014 Customer Loyalty Payments [Member]	Jun. 30, 2013 Customer Loyalty Payments [Member]	Jun. 30, 2014 Customer Loyalty Payments [Member]	Jun. 30, 2013 Customer Loyalty Payments [Member]	Dec. 31, 2013 Customer Loyalty Payments [Member]
Schedule Of Goodwill And Other Intangible Assets [Line Items]
Goodwill acquired	$ 14	$ 14
Acquisition of goodwill paid in cash	10
Deferred consideration to be paid	4
Customer loyalty payments in cash		45	36
Balances of accrued commission and incentives		298		253					62		62		35
Amortization expense					$ 20	$ 20	$ 39	$ 40	$ 19	$ 15	$ 37	$ 29

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Consolidated Condensed Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Allowances for doubtful accounts receivable	$ 13	$ 13
Common stock, par value	$ 1.00	$ 1.00
Common stock, shares authorized	12,000	12,000
Common stock, shares issued	12,000	12,000
Common stock, shares outstanding	12,000	12,000

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Orbitz Worldwide

6 Months Ended

Jun. 30, 2014

Equity Method Investments And Joint Ventures [Abstract]

Orbitz Worldwide

3. Orbitz Worldwide

In May 2014, the Company sold 8.6 million shares of Orbitz Worldwide for net proceeds of $54 million. This resulted in a gain of $52 million, which the Company recognized in its consolidated condensed statements of operations for the three and six months ended June 30, 2014. The Company’s investment in Orbitz Worldwide reduced from approximately 45% as of December 31, 2013 to approximately 36% as of June 30, 2014. In July 2014, the Company sold substantially all of its remaining shares in Orbitz Worldwide for net proceeds of approximately $312 million and used the proceeds to repay a portion of its outstanding first lien term loans. During the three and six months ended June 30, 2014 and 2013, the Company accounted for its investments in Orbitz Worldwide under the equity method of accounting and recorded its share of Orbitz Worldwide’s net income (loss) and other comprehensive income (loss) in its consolidated condensed statements of operations and consolidated condensed statements of comprehensive income (loss), respectively (see Note 14—Subsequent Events).

As of June 30, 2014 and December 31, 2013, the carrying value of the Company’s investment in Orbitz Worldwide was $10 million and $19 million, respectively. The fair value of the Company’s investment in Orbitz Worldwide as of June 30, 2014 was approximately $354 million.

Presented below are the summary results of operations for Orbitz Worldwide for the three and six months ended June 30, 2014 and 2013:

(in $ millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net revenue	$	248		$	226		$	458		$	429
Operating expenses		225			203			424			409
Operating income		23			23			34			20
Interest expense, net		(8	)		(13	)		(18	)		(22	)
Loss on early extinguishment of debt		(2	)		(18	)		(2	)		(18	)
Income (loss) before income taxes		13			(8	)		14			(20	)
(Provision for) benefit from income taxes		(6	)		9			(13	)		167
Net income	$	7		$	1		$	1		$	147

The Company recorded earnings (losses) of $1 million and $(3) million related to its investment in Orbitz Worldwide for the three and six months ended June 30, 2014, respectively, within the share of earnings (losses) in equity method investments in the Company’s consolidated condensed statements of operations. For the three and six months ended June 30, 2013, the Company recorded earnings of $0 and $2 million, respectively, within the share of earnings (losses) in equity method investments in the Company’s consolidated condensed statements of operations.

In the first quarter of 2013, Orbitz Worldwide concluded that a significant portion of its US valuation allowance on deferred tax assets was no longer required, resulting in a recognition of a benefit from income taxes of $158 million in its consolidated condensed statements of operations.

Net revenue disclosed above includes approximately $27 million and $52 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and six months ended June 30, 2014, respectively. Net revenue disclosed above includes approximately $23 million and $47 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and six months ended June 30, 2013, respectively.

As of June 30, 2014 and December 31, 2013, the Company had balances payable to Orbitz Worldwide of approximately $17 million and $12 million, respectively, which are included on the Company’s consolidated condensed balance sheets within accrued expenses and other current liabilities.

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Equity-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended		0 Months Ended
	Jun. 30, 2014 Program	Jun. 30, 2013	May 31, 2014 2013 Equity Plan [Member] Stock Options [Member]	May 31, 2014 2013 Equity Plan [Member] Restricted Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity-based long-term incentive programs	2
Stock granted under equity plan			2.0	23.3
Stock vesting date			Apr. 30, 2016	Apr. 30, 2015
Weighted-average exercise price of options granted	$ 0.75
Remaining weighted average expected in years	3 years
Equity compensation expense	$ 9	$ 2
Compensation expense offset by a decrease due to net share settlements	5	0
Future equity-based compensation expense	$ 44

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill and Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2014 and June 30, 2014 are as follows:

(in $ millions)	January 1, 2014			Additions			Retirements			Foreign Exchange		June 30, 2014
Non-Amortizable Assets:
Goodwill	$	986		$	14		$	—		$	—	$	1,000
Trademarks and tradenames		314			—			—			—		314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			1		1,130
Accumulated amortization		(610	)		(39	)		—			—		(649	)
Acquired intangible assets, net		519			(39	)		—			1		481
Customer loyalty payments		306			72			(44	)		1		335
Accumulated amortization		(154	)		(37	)		44			—		(147	)
Customer loyalty payments, net		152			35			—			1		188
Other intangible assets, net	$	671		$	(4	)	$	—		$	2	$	669

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2013 and June 30, 2013 are as follows:

(in $ millions)	January 1, 2013			Additions			Retirements			Foreign Exchange			June 30, 2013
Non-Amortizable Assets:
Goodwill	$	986		$	—		$	—		$	—		$	986
Trademarks and tradenames		314			—			—			—			314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			—			1,129
Accumulated amortization		(530	)		(40	)		—			—			(570	)
Acquired intangible assets, net		599			(40	)		—			—			559
Customer loyalty payments		274			36			(50	)		(3	)		257
Accumulated amortization		(156	)		(29	)		50			—			(135	)
Customer loyalty payments, net		118			7			—			(3	)		122
Other intangible assets, net	$	717		$	(33	)	$	—		$	(3	)	$	681

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Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Cost	$ 1,081	$ 1,024
Accumulated depreciation	(668)	(596)
Net	413	428
Capitalized Software [Member]
Property, Plant and Equipment [Line Items]
Cost	702	650
Accumulated depreciation	(498)	(449)
Net	204	201
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	288	281
Accumulated depreciation	(161)	(139)
Net	127	142
Building and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	19	17
Accumulated depreciation	(9)	(8)
Net	10	9
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Cost	72	76
Accumulated depreciation
Net	$ 72	$ 76

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Equity-Based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity-Based Compensation

13. Equity-Based Compensation

Travelport Worldwide has two equity-based long-term incentive programs, the 2011 Equity Plan and 2013 Equity Plan under which restricted share units (“RSUs”) and stock options of Travelport Worldwide have been granted to the key employees of the Company. On January 1, 2014, all of the outstanding RSUs granted under the 2011 Equity Plan vested.

In May 2014, the Company communicated performance targets for the performance-based RSUs and stock options under the 2013 Equity Plan. Also in May 2014, the Company made a grant of time-based RSUs to certain employees. Consequently, 23.3 million of RSUs and 2 million of stock options were considered as granted for accounting purposes. The RSUs and stock options vest in April 2015 and April 2016, respectively, if the performance conditions are met and the participants remain in employment until then. Under the terms of the grant of the RSUs, vesting of a substantial portion of the time-based RSUs accelerates upon the completion of the proposed initial public offering by Travelport Worldwide or its wholly-owned subsidiary.

The activity of the Company’s RSUs and stock options for the six months ended June 30, 2014 is presented below:

	Shares					Restricted Share Units					Stock Options
(in millions, except per share, RSU or stock option fair value)	Number of Shares			Weighted Average Grant Date Fair Value		Number of RSUs			Weighted Average Grant Date Fair Value		Number of Options		Weighted Average Grant Date Fair Value
Balance as of January 1, 2014		6.4		$	0.74		41.8		$	0.39		2.0	$	0.12
Granted at fair market value		—			—		23.9		$	1.56		2.0	$	1.09
Vesting of restricted share units		8.5		$	0.44		(8.5	)	$	0.44		—		—
Forfeited/cancelled		—			—		(3.6	)	$	0.40		—		—
Net share settlement(1)		(3.7	)	$	0.45		—			—		—		—
Balance as of June 30, 2014		11.2		$	0.61		53.6		$	0.90		4.0	$	0.61

(1) The Company completed net share settlements for 3.7 million shares in Travelport Worldwide in connection with employee taxable income created upon issuance of shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

The fair values of employee options granted in June 2014 have been estimated as of the date of grant using the following weighted-average assumptions:

Expected term from grant date (in years)	3
Risk free interest rate	0.80	%
Expected volatility	60	%
Dividend yield	0	%

The weighted-average exercise price of options granted in June 2014 was $0.75 per option, with the remaining weighted average expected term as of June 30, 2014 of 3 years. None of the stock options have vested or have become exercisable as of June 30, 2014.

Compensation expense for the six months ended June 30, 2014 and 2013 resulted in a credit to equity on the Company’s consolidated condensed balance sheets of $9 million and $2 million, respectively, which was offset by a decrease of approximately $5 million and $0, respectively, due to net share settlements as the cash payment of the taxes was effectively a repurchase of previously granted equity awards. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of June 30, 2014 will be approximately $44 million based on the fair value of the RSUs and the stock options on the grant date.