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, 2012

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. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	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 9, 2012, 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		3
Item 1.	Financial Statements (unaudited)		3
	Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)		3
	Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)		4
	Consolidated Condensed Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011		5
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (unaudited)		6
	Notes to the Consolidated Condensed Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		42
Item 4.	Controls and Procedures		43
PART II	Other Information		44
Item 1.	Legal Proceedings		44
Item 1A.	Risk Factors		44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3.	Defaults upon Senior Securities		44
Item 4.	Mine Safety Disclosures		44
Item 5.	Other Information		44
Item 6.	Exhibits		44
	Signatures		45

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” or “us” means Travelport Limited, a Bermuda company, and its subsidiaries.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results of continuing 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, general economic conditions, natural disasters and other disruptions;

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

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

• our ability to maintain existing relationships with travel agencies and 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 suppliers and generate new revenue streams, including our new universal desktop product;

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

• our ability to grow adjacencies, such as our acquisition of Sprice and our controlling interest in eNett;

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

• pricing, regulatory and other trends in the travel industry, including the direct connect efforts of American Airlines and our litigation with American Airlines related thereto;

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

• 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, 2011, filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2012, 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.

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in $ millions)	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Net revenue		506			530			1,056			1,061
Costs and expenses
Cost of revenue		301			310			623			627
Selling, general and administrative		86			97			191			176
Depreciation and amortization		56			57			113			113
Total costs and expenses		443			464			927			916
Operating income		63			66			129			145
Interest expense, net		(77	)		(72	)		(144	)		(149	)
Loss from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(14	)		(6	)		(15	)		(4	)
Provision for income taxes		(8	)		(8	)		(16	)		(19	)
Equity in earnings (losses) of investment in Orbitz Worldwide		2			4			(1	)		(1	)
Net loss from continuing operations		(20	)		(10	)		(32	)		(24	)
Income (loss) from discontinued operations, net of tax		—			4			—			(6	)
Gain from disposal of discontinued operations, net of tax		—			312			—			312
Net (loss) income		(20	)		306			(32	)		282
Net loss attributable to non-controlling interest in subsidiaries		—			—			1			1
Net (loss) income attributable to the Company		(20	)		306			(31	)		283

See Notes to the Consolidated Condensed Financial Statements

3

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in $ millions)	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Net (loss) income		(20	)		306			(32	)		282
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		(2	)		(102	)		—			(72	)
Realization of loss on cash flow hedges, net of tax		—			3			—			5
Unrealized actuarial loss on defined benefit plans, net of tax		(2	)		(1	)		(2	)		(2	)
Unrealized gain (loss) on equity investment, net of tax		1			1			(1	)		1
Other comprehensive loss, net of tax		(3	)		(99	)		(3	)		(68	)
Comprehensive (loss) income		(23	)		207			(35	)		214
Comprehensive loss attributable to non-controlling interest in subsidiaries		—			—			1			1
Comprehensive (loss) income attributable to the Company		(23	)		207			(34	)		215

See Notes to the Consolidated Condensed Financial Statements

4

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)

(in $ millions)	June 30, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents		162			124
Accounts receivable (net of allowances for doubtful accounts of $20 and $22)		189			180
Deferred income taxes		3			3
Other current assets		208			168
Total current assets		562			475
Property and equipment, net		395			431
Goodwill		986			986
Trademarks and tradenames		314			314
Other intangible assets, net		640			681
Cash held as collateral		137			137
Investment in Orbitz Worldwide		75			77
Non-current deferred income tax		6			6
Other non-current assets		217			237
Total assets		3,332			3,344
Liabilities and equity
Current liabilities:
Accounts payable		106			88
Accrued expenses and other current liabilities		523			485
Current portion of long-term debt		15			50
Total current liabilities		644			623
Long-term debt		3,351			3,357
Deferred income taxes		42			42
Other non-current liabilities		283			279
Total liabilities		4,320			4,301
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding		—			—
Additional paid in capital		718			717
Accumulated deficit		(1,542	)		(1,511	)
Accumulated other comprehensive loss		(179	)		(176	)
Total shareholders’ equity		(1,003	)		(970	)
Equity attributable to non-controlling interest in subsidiaries		15			13
Total equity		(988	)		(957	)
Total liabilities and equity		3,332			3,344

See Notes to the Consolidated Condensed Financial Statements

5

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

(in $ millions)	Six  Months Ended June  30, 2012			Six  Months Ended June  30, 2011
Operating activities of continuing operations
Net (loss) income		(32	)		282
Income from discontinued operations (including gain from disposal), net of tax		—			(306	)
Net loss from continuing operations		(32	)		(24	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization		113			113
Equity-based compensation		2			—
Amortization of debt finance costs		22			12
Non-cash interest on Second Priority Secured Notes		7			—
Gain on interest rate derivative instruments		(2	)		(1	)
Gain on foreign exchange derivative instruments		(5	)		(3	)
Equity in losses of investment in Orbitz Worldwide		1			1
Deferred income taxes		—			3
FASA liability		(7	)		(9	)
Defined benefit pension plan funding		(5	)		(2	)
Changes in assets and liabilities:
Accounts receivable		(9	)		(43	)
Other current assets		(14	)		(10	)
Accounts payable, accrued expenses and other current liabilities		44			61
Other		13			—
Net cash provided by operating activities of continuing operations		128			98
Net cash used in operating activities of discontinued operations		—			(12	)
Investing activities
Property and equipment additions		(32	)		(34	)
Proceeds from sale of GTA Business, net of cash disposed of $7 million		—			633
Other		3			5
Net cash (used in) provided by investing activities		(29	)		604
Financing activities
Proceeds from new term loans		170			—
Proceeds from revolver borrowings		25			—
Repayment of term loans		(165	)		(658	)
Repayment of revolver borrowings		(60	)		—
Repayment of capital lease obligations		(7	)		(4	)
Repurchase of Senior Notes		(1	)		—
Debt finance costs		(9	)		—
Payments on settlement of foreign exchange derivative contracts		(17	)		—
Proceeds on settlement of foreign exchange derivative contracts		1			12
Net share settlement for equity-based compensation		(1	)		—
Contribution from non-controlling interest shareholders		3			—
Net cash used in financing activities		(61	)		(650	)
Effect of changes in exchange rates on cash and cash equivalents		—			6
Net increase in cash and cash equivalents		38			46
Cash and cash equivalents at beginning of period		124			242
Cash and cash equivalents at end of period		162			288
Supplementary disclosures of cash flow information for continuing operations
Interest payments		116			151
Income tax payments, net		4			9
Non-cash capital lease additions		5			15

See Notes to the Consolidated Condensed Financial Statements

6

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry.

Travelport operates a global distribution system (“GDS”) business which provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book itinerary and pricing options across multiple travel suppliers. Travelport operates three systems, Galileo, Apollo and Worldspan, providing travel agencies with booking technology and access to supplier inventory that Travelport aggregates from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Within Travelport’s GDS business, the Airline IT Solutions business hosts mission critical applications and provides business and data analysis solutions to major airlines to enable them to focus on their core business competencies.

The Company also owns approximately 47% of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), a leading global online travel company. The Company has over 3,500 employees and operates in over 170 countries. Travelport is a closely-held company.

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, 2011 balance sheet which was derived from audited financial statements. These 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 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.

On May 5, 2011, the Company completed the sale of the Gullivers Travel Associates (“GTA”) business to Kuoni Travel Holdings Limited (“Kuoni”). The results of operations of the GTA business are presented as discontinued operations in the Company’s consolidated condensed statements of operations and consolidated condensed statements of cash flows. Due to the sale of the GTA business in 2011, the Company now has one reportable segment.

The preparation of financial statements in conformity with US GAAP requires management to make 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 Company’s consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of these interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These consolidated condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on March 22, 2012.

2. Recently Issued Accounting Pronouncements

Disclosures about Offsetting Assets and Liabilities

In December 2011, the Financial Accounting Standards Board (“FASB”) issued guidance on disclosures about offsetting and related arrangements for financial instruments and derivatives. This guidance requires disclosure of both gross and net information about both instruments and transactions eligible for offset in the balance sheet and transactions subject to an agreement similar to a master netting agreement. This guidance is to be applied on a retrospective basis for all annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

7

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

2. Recently Issued Accounting Pronouncements (Continued)

Amendments to Goodwill Impairment Testing

In September 2011, the FASB issued amended guidance to allow the use of a qualitative approach to test goodwill for impairment. There will no longer be a requirement to perform the two step goodwill impairment test if, based on a qualitative assessment, it is determined to be more likely than not (more than 50 percent) that the fair value of goodwill is greater than its carrying amount. This guidance is to be applied on a prospective basis for all annual and interim periods beginning on or after December 15, 2011. The Company adopted the provisions of this guidance effective January 1, 2012, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Amendments to Indefinite-Lived Intangible Assets Impairment Testing

In July 2012, the FASB issued amended guidance to allow the use of a qualitative approach to test indefinite-lived intangible assets for impairment. There will no longer be a requirement to perform an annual indefinite-lived intangible asset impairment test if, based on a qualitative assessment, it is determined to be more likely than not (more than 50 percent) that the fair value of the indefinite-lived intangible asset is greater than its carrying amount. This guidance is to be applied on a prospective basis for all annual and interim periods beginning on or after September 15, 2012. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Amendments to Presentation of Other Comprehensive Income

In June 2011, the FASB issued guidance on the presentation of comprehensive income. This guidance eliminates the option to present components of other comprehensive income (“OCI”) as part of the statement of changes in equity and requires companies to report components of comprehensive income in either (1) a single continuous statement of comprehensive income or (2) two separate but consecutive statements. This guidance is to be applied on a retrospective basis for all annual and interim periods beginning on or after December 15, 2011. The Company adopted the provisions of this guidance effective January 1, 2012, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance, other than presentation.

In December 2011, the FASB issued a revision to this guidance, deferring indefinitely, the effective date for amendments to the presentation of comprehensive income requiring items reclassified from OCI to net income to be disclosed in both net income and OCI.

Fair Value Measurements and Disclosures

In May 2011, the FASB issued guidance on measuring fair value and on disclosing information about fair value measurements. This new guidance provides clarification on the application of certain valuation methods, clarification on measuring the fair value of an instrument classified in an entity’s own equity, new guidance related to measuring the fair value of financial instruments that are managed within a portfolio, and new guidance related to the use of premiums and discounts in a fair value measurement. This guidance also requires additional disclosures to be made for fair value measurements categorized as Level 3. This guidance is to be applied on a prospective basis for all annual and interim periods beginning after December 15, 2011. The Company adopted the provisions of this guidance effective January 1, 2012, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

3. Discontinued Operations

On May 5, 2011, the Company completed the sale of the GTA business to Kuoni. The results of operations of the GTA business are presented as discontinued operations in the Company’s consolidated condensed statements of operations and consolidated condensed statements of cash flows.

8

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

3. Discontinued Operations (Continued)

Summarized statement of operations data for the discontinued operations of the GTA business, excluding intercompany transactions, are as follows:

(in $ millions)	From April 1, 2011 to May 5, 2011			From January 1, 2011 to May 5, 2011
Net revenue		27			76
Operating expenses		22			86
Operating income (loss) before income taxes		5			(10	)
(Provision) benefit from income taxes		(1	)		4
Income (loss) from discontinued operations, net of tax		4			(6	)
Gain from disposal of discontinued operations, net of tax		312			312
Total income from discontinued operations, net of tax		316			306

In connection with the sale of the GTA business to Kuoni, the Company agreed to indemnify Kuoni up to May 2017 for certain potential tax liabilities relating to pre-sale events. An estimate of the Company’s obligations under those indemnities is included within other non-current liabilities on the Company’s consolidated condensed balance sheets as of June 30, 2012 and December 31, 2011.

4. Orbitz Worldwide

The Company accounts for its investment of approximately 47% in Orbitz Worldwide under the equity method of accounting. As of June 30, 2012 and December 31, 2011, the carrying value of the Company’s investment in Orbitz Worldwide was $75 million and $77 million, respectively. The fair market value of the Company’s investment in Orbitz Worldwide as of June 30, 2012 was approximately $178 million.

Presented below are the summary results of operations for Orbitz Worldwide for the three and six months ended June 30, 2012 and 2011.

(in $ millions)	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Net revenue		201			202			391			387
Operating expenses		186			182			372			368
Operating income		15			20			19			19
Interest expense, net		(9	)		(10	)		(19	)		(20	)
Income (loss) before income taxes		6			10			—			(1	)
Provision for income taxes		(1	)		(1	)		(2	)		(1	)
Net income (loss)		5			9			(2	)		(2	)

The Company has recorded earnings (losses) of $2 million and $(1) million related to its investment in Orbitz Worldwide for the three and six months ended June 30, 2012, respectively, within the equity in earnings (losses) of investment in Orbitz Worldwide on the Company’s consolidated condensed statements of operations. For the three and six months ended June 30, 2011, the Company recorded earnings (losses) of $4 million and $(1) million, respectively, within the equity in earnings (losses) of investment in Orbitz Worldwide on the Company’s consolidated condensed statements of operations.

9

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

4. Orbitz Worldwide (Continued)

Net revenue disclosed above includes approximately $25 million and $51 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and six months ended June 30, 2012, respectively.

Net revenue disclosed above includes approximately $30 million and $59 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and six months ended June 30, 2011, respectively.

As of June 30, 2012 and December 31, 2011, the Company had balances payable to Orbitz Worldwide of approximately $17 million and $3 million, respectively, which are included on the Company’s consolidated condensed balance sheets within accrued expenses and other current liabilities.

5. Other Current Assets

Other current assets consisted of:

(in $ millions)	June 30, 2012		December 31, 2011
Development advances		67		63
Sales and use tax receivables		54		49
Restricted cash of subsidiaries		37		16
Prepaid expenses		19		15
Assets held for sale		16		16
Derivative assets		8		2
Other		7		7
		208		168

Assets held for sale consisted of land and buildings expected to be sold within the next twelve months.

6. Property and Equipment, Net

Property and equipment, net, consisted of:

	June 30, 2012							December 31, 2011
(in $ millions)	Cost		Accumulated depreciation			Net		Cost		Accumulated depreciation			Net
Capitalized software		586		(330	)		256		600		(314	)		286
Furniture, fixtures and equipment		241		(146	)		95		240		(137	)		103
Building and leasehold improvements		11		(7	)		4		11		(7	)		4
Construction in progress		40		—			40		38		—			38
		878		(483	)		395		889		(458	)		431

The Company recorded depreciation expense of $36 million and $34 million during the three months ended June 30, 2012 and 2011, respectively. The Company recorded depreciation expense of $72 million and $67 million during the six months ended June 30, 2012 and 2011, respectively.

As of June 30, 2012 and December 31, 2011, the Company had capital lease assets of $61 million and $64 million, respectively, included within furniture, fixtures and equipment. During the six months ended June 30, 2012 and 2011, the Company invested $37 million and $44 million, respectively, in property and equipment.

Construction in progress as of June 30, 2012 and December 31, 2011 includes $1 million and $2 million, respectively, of capitalized interest.

10

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ millions)	June 30, 2012		December 31, 2011
Accrued commissions and incentives		255		213
Accrued interest expense		58		59
Accrued payroll and related		54		54
Accrued sponsor monitoring fees		33		37
Deferred revenue		31		16
Derivative contracts		29		37
Income tax payable		30		19
Other		33		50
		523		485

8. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Maturity (1)	June 30, 2012		December 31, 2011
Secured debt
Senior Secured Credit Agreement
Term loans
Dollar denominated	August 2013		—		121
Euro denominated	August 2013		—		40
Dollar denominated	August 2015		1,064		1,067
Euro denominated	August 2015		273		279
“Tranche S”	August 2015		137		137
Revolver borrowings
Dollar denominated			—		35
2012 Secured Credit Agreement
Dollar denominated term loan	November 2015		170		—
Second Priority Secured Notes
Dollar denominated floating rate notes	December 2016		218		211
Unsecured debt
Senior Notes
Dollar denominated floating rate notes	September 2014		123		123
Euro denominated floating rate notes	September 2014		203		210
97/8% Dollar denominated notes	September 2014		443		443
9% Dollar denominated notes	March 2016		250		250
Senior Subordinated Notes
117/8% Dollar denominated notes	September 2016		247		247
107/8% Euro denominated notes	September 2016		177		181
Capital leases			61		63
Total debt			3,366		3,407
Less: current portion			15		50
Long-term debt			3,351		3,357

(1) The term loans maturing in August 2015 are subject to a reduction in maturity to May 2014 under certain circumstances.

11

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

8. Long-Term Debt (Continued)

On May 8, 2012, the Company entered into a credit agreement (the “2012 Secured Credit Agreement”) which: (i) allowed for $175 million of new term loans issued at a discount of 3%, secured on a junior priority basis to the term loans under the Senior Secured Credit Agreement and on a senior priority basis to the Second Priority Secured Notes; (ii) carries interest at USLIBOR plus 9.5% with a minimum USLIBOR floor of 1.5%, payable quarterly; and (iii) added a senior secured leverage ratio test, initially set at 4.95 until December 31, 2012.

Proceeds from the new term loans were used to repay in full $41 million of euro denominated terms loans due August 2013, $121 million of dollar denominated term loans due August 2013 and $3 million of dollar denominated term loans due August 2015. In addition, during the six months ended June 30, 2012, the Company repurchased $2 million of euro denominated floating rate Senior Notes resulting in a gain of $1 million.

The $35 million outstanding under the revolving credit facility as of December 31, 2011 was repaid in January 2012. During the six months ended June 30, 2012, the Company borrowed and repaid $25 million under its revolving credit facility.

The Company has a $181 million revolving credit facility with a consortium of banks under its Senior Secured Credit Agreement. On May 8, 2012, the Company entered into a revolving credit loan modification agreement (the “Revolving Credit Loan Modification Agreement”) relating to the Senior Secured Credit Agreement that, among other things, extended the maturity date of $61 million of the revolving loans under the Senior Secured Credit Agreement to May 24, 2015, which reduces to February 2014 under certain circumstances.

As of June 30, 2012, the remaining capacity under the Company’s revolving credit facility was $181 million. Capacity under the revolving credit facility will be reduced from the current capacity of $181 million to $118 million in August 2012 and to $61 million in August 2013.

The Company has a $133 million letter of credit facility which matures in August 2015 and which is collateralized by $137 million of restricted cash. The Company also has a $13 million synthetic letter of credit facility which matures in August 2013. As of June 30, 2012, the Company had approximately $98 million of commitments outstanding under its cash collateralized letter of credit facility and $9 million of commitments outstanding under its synthetic letter of credit facility. The commitments under these two facilities included approximately $73 million in letters of credit issued by the Company on behalf of Orbitz Worldwide, pursuant to the Company’s separation agreement with Orbitz Worldwide. As of June 30, 2012, the Company had $39 million of remaining capacity under its letter of credit facilities.

During the six months ended June 30, 2012, $7 million of interest was capitalized into the Second Priority Secured Notes, and approximately $7 million of capital lease obligations were repaid. Furthermore, during the six months ended June 30, 2012, the Company entered into $5 million of capital leases for information technology assets.

The principal amount of euro denominated long-term debt decreased by approximately $14 million as a result of foreign exchange fluctuations during the six months ended June 30, 2012. This foreign exchange gain was offset by $17 million of losses on foreign exchange derivative instruments contracted by the Company.

12

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

8. Long-Term Debt (Continued)

Debt Finance Costs

Debt finance costs are capitalized within other non-current assets on the consolidated condensed balance sheets and amortized over the term of the related debt into earnings as part of interest expense in the consolidated condensed statement of operations. The movement in deferred financing costs is summarized below:

(in $ millions)
Balance as of January 1, 2012	98
Capitalization of debt finance costs	9
Amortization	(22	)
Balance as of June 30, 2012	85

Amortization of debt finance costs includes $5 million of debt finance costs written off due to early repayment of term loans.

9. Financial Instruments

The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes.

As of June 30, 2012, the Company had a net liability position of $22 million related to derivative instruments associated with its euro denominated and floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

Interest Rate Risk

A portion of the Company’s long-term debt is exposed to interest rate fluctuations. The Company uses hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt. The primary interest rate exposure as of June 30, 2012 was due to interest rate fluctuations in the United States and Europe, specifically the impact of USLIBOR and EURIBOR interest rates on the variable rate borrowings. During the six months ended June 30, 2012, the Company used interest rate swaps as the derivative financial instruments in these hedging strategies. In previous periods, the Company has also used cross currency swaps as the derivative financial instruments in these hedging strategies. The Company does not designate these interest rate or cross currency swaps as accounting hedges; therefore, the fluctuations in the value of these contracts are recorded within the Company’s consolidated condensed statements of operations, which largely offset the impact of the changes in the value of the underlying risk they are intended to economically hedge. The fair value and the impact of the changes in the fair value of these interest rate and cross currency swaps are presented in the tables below.

13

TRAVELPORT LIMITED    

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Financial Instruments (Continued)

Foreign Currency Risk

The Company uses foreign currency forward contracts to manage its exposure to changes in foreign currency exchange rates associated with its euro denominated debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries (primarily to manage its foreign currency exposure to the British pound, Euro and Australian dollar). The Company does not designate these forward contracts as accounting hedges; therefore, the fluctuations in the value of these forward contracts are recorded within the Company’s consolidated condensed statements of operations, which partially offset the impact of the changes in the value of the euro denominated debt, foreign currency denominated receivables and payables and forecasted earnings they are intended to economically hedge. The fair value of all the forward contracts and the impact of the changes in the fair value of these forward contracts are presented in the tables below.

Fair Value Disclosures for Derivative Instruments

The Company’s financial assets and liabilities recorded at fair value on a recurring basis consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy and were all categorized as Level 3 — Significant Unobservable Inputs as of June 30, 2012 and December 31, 2011.

The fair value of interest rate swap derivative financial instruments is determined using pricing models based on discounted cash flows that use inputs from actively quoted markets for similar instruments. The fair value of foreign currency forward contracts is determined by comparing the contract rate to a published forward price of the underlying currency, which is based on market rates for comparable transactions. These fair values are then adjusted for the Company’s own credit risk or counterparty credit risk, as appropriate. This adjustment is calculated based on the default probability of the banking counterparty or the Company and is obtained from active credit default swap markets.

The Company reviews the fair value hierarchy classification for financial assets and liabilities at the end of each quarter. Changes in significant unobservable valuation inputs may trigger reclassification of financial assets and liabilities between fair value hierarchy levels. As of June 30, 2012, credit risk fair value adjustments constituted more than 15% of the unadjusted fair value of derivative instruments. In such circumstances the Company’s policy is to categorize instruments with such unobservable inputs as Level 3 of the fair value hierarchy. Transfers into and out of Level 3 of the fair value hierarchy are recognized at the end of each quarter.

Presented below is a summary of the fair value of the Company’s derivative contracts, none of which has been designated as hedging instruments, recorded on the consolidated condensed balance sheets at fair value.

		Fair Value Asset					Fair Value Liability
(in $ millions)	Balance Sheet Location	June 30, 2012		December  31, 2011		Balance Sheet Location	June 30, 2012			December  31, 2011
Interest rate swaps	Other current assets		—		—	Accrued expenses and other current liabilities		(4	)		(4	)
Interest rate swaps	Other non-current assets		—		—	Other non-current liabilities		(1	)		(2	)
Foreign currency forward contracts	Other current assets		8		2	Accrued expenses and other current liabilities		(25	)		(33	)
Total fair value of derivative assets (liabilities)			8		2			(30	)		(39	)

As of June 30, 2012, the Company had an aggregate outstanding notional $250 million of interest rate swaps, and $634 million of foreign currency forward contracts. All derivative contracts cover transactions for periods that do not exceed two years.

14

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Financial Instruments (Continued)

The following table provides a reconciliation of the movement in the carrying amount of derivative financial instruments, net liability position, during the six months ended June 30, 2012.

(in $ millions)
Balance as of January 1, 2012	(37	)
Total losses for the period included in net loss	(12	)
Net settlement of foreign exchange derivative contracts related to euro denominated debt	16
Termination of foreign exchange derivative contracts (settlement pending)	9
Settlement of interest rate derivative contracts	2
Balance as of June 30, 2012	(22	)

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 17% and a recovery rate of 20% applied to the Company’s credit default swap adjustments. 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, 2012.

The table below details the impact of derivative financial instruments on the Company’s consolidated condensed statements of operations.

		Amount of Gain (Loss) Recorded into Income (Loss)
	Location of Gain (Loss) Recorded in Income (Loss)	Three Months Ended June 30,						Six Months Ended June 30,
(in $ millions)		2012			2011			2012			2011
Derivatives designated as hedging instruments:
Interest rate swaps	Interest expense, net		—			(3	)		—			(5	)
Derivatives not designated as hedging instruments:
Interest rate swaps	Interest expense, net		(2	)		(3	)		(1	)		(11	)
Foreign exchange impact of cross currency swaps	Selling, general and administrative		—			4			—			15
Foreign exchange forward contracts	Selling, general and administrative		(25	)		21			(11	)		66
			(27	)		19			(12	)		65

The table above includes (i) unrealized gains on interest rate swaps held as of June 30, 2012, amounting to less than a million and $2 million for the three and six months ended June 30, 2012, respectively and (ii) unrealized loss on foreign exchange forward contracts of $26 million and $12 million for the three and six months ended June 30, 2012, respectively.

Fair Value Disclosures for All Financial Instruments

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

15

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Financial Instruments (Continued)

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

	June 30, 2012						December 31, 2011
(in $ millions)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Asset (liability)
Investment in Orbitz Worldwide		75			178			77			184
Derivative assets (see table above)		8			8			2			2
Derivative liabilities (see table above)		(30	)		(30	)		(39	)		(39	)
Total debt		(3,366	)		(2,622	)		(3,407	)		(2,353	)

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, which is categorized within Level 2 of the fair value hierarchy, has been determined (i) by calculating the fair value of the Second Priority Secured Notes, Senior Notes and Senior Subordinated Notes based on quoted prices in active markets for identical debt instruments, and (ii) by calculating amounts outstanding under the Senior Secured Credit Agreement and the 2012 Secured Credit Agreement based on market observable inputs.

10. 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, 2012, the Company had approximately $104 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, 2013. These purchase obligations extend through 2015.

Other Commitments

As part of a restructuring (the “Restructuring”) with respect to the Company’s direct parent holding company, Travelport Holdings Limited (“Holdings”), senior unsecured PIK term loans, subject to a declaratory judgment ruling, the Company intends to invest $135 million of Second Priority Secured Notes plus accrued interest into an unrestricted subsidiary, which will then issue a guarantee for $135 million of Holdings’ senior unsecured PIK term loans due September 30, 2012. The guarantee will be secured by the $135 million of Second Priority Secured Notes.

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.

16

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Commitments and Contingencies (Continued)

The Company is currently in dispute with American Airlines regarding its GDS distribution agreement (as amended). American Airlines is also alleging, among other things, violations of US federal antitrust laws. The Company believes American Airlines’ claims are without merit and, while no assurance can be provided, the Company does not believe the outcome of these disputes will have a material adverse effect on its results of operations or liquidity condition.

In September 2011, the Company received letters from Dewey & LeBoeuf LLP as counsel to certain holders of its outstanding Senior and Senior Subordinated Notes (the “Notes”) making certain assertions alleging potential events of default under the Indentures relating to the Restructuring. The Company disagrees with the assertions in the letters and the Company believes it is in full compliance with the provisions of the Indentures for the Notes. On October 28, 2011, pursuant to the terms of the Restructuring, the Company filed a complaint for declaratory judgment against The Bank of Nova Scotia Trust Company of New York, as initial trustee under the Indentures governing its outstanding Senior Notes, in the United States District Court for the Southern District of New York (the “Court”), and the Company filed an amended complaint on November 3, 2011. In this declaratory judgment action, the Company is seeking a ruling from the Court that the investment of $135 million in an unrestricted subsidiary is permissible under the terms of the Indentures and is, therefore, not an event of default under the Indentures as alleged in the letters referenced above. In the event the Company does not receive a declaratory judgment ruling that the investment in the unrestricted subsidiary is permitted, the investment will not be made. On February 24, 2012, Computershare Trust Company, N.A. (the successor trustee under the Indentures governing such Notes) (the “Trustee”) filed an answer and counterclaim in response to the Company’s amended complaint. The answer adds Travelport Holdings Limited as a party and seeks a ruling from the Court that the investment of $135 million described above would violate the terms of the Indentures and would constitute an event of default under the Indentures if it was made. Further, the counterclaim seeks (i) to receive a determination as to the occurrence of certain alleged fraudulent conveyances in the context of the Restructuring and to recover assets alleged to be fraudulently conveyed by Travelport LLC to the Company, and by the Company to, or for the benefit of, Travelport Holdings Limited, (ii) to annul and set aside obligations alleged to be fraudulently incurred by Travelport LLC, and (iii) to obtain a judicial determination that Travelport LLC has violated its contractual obligations to debt holders. On April 18, 2012, the Trustee filed an amended answer and counterclaims. The Company believes these claims are without merit although no assurance can be given due to the uncertainty inherent in litigation.

Standard Guarantees/Indemnifications

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

17

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

11. Equity-Based Compensation

During the six months ended June 30, 2012, the Company recorded equity compensation expense of $2 million related to the restricted equity units of TDS Investor (Cayman) L.P., the partnership that indirectly owns a majority shareholding in the Company (the “Partnership”) and the restricted share units of Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of June 30, 2012 will be approximately $1 million.

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

	Partnership					Worldwide
	Restricted Equity Units (Class A-2)					Shares					Restricted Share Units
	Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Grant  Date Fair Value
Balance as of January 1, 2012		93.0		$	2.27		1.9		$	1.85		0.8		$	1.85
Granted at fair market value (1)		11.2		$	0.11		—			—		—			—
Vesting of restricted share units (2)		—			—		0.2		$	1.85		(0.2	)	$	1.85
Net share settlement (3)		(0.6	)	$	0.11		(0.5	)	$	1.85		—			—
Forfeited		(0.1	)	$	0.11		—			—		—			—
Balance as of June 30, 2012		103.5		$	2.05		1.6		$	1.85		0.6		$	1.85

(1) Consists of (i) 8.6 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan, with immediate vesting, (ii) 2.5 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan, with vesting on August 1, 2012 subject to service based conditions, and (iii) 0.1 million restricted equity units under the 2011 Travelport Long-Term Incentive Plan, with vesting on August 1, 2012 subject to service based conditions.

(2) During the six months ended June 30, 2012, the Company accelerated the vesting for 0.2 million Worldwide restricted share units, which converted into Worldwide shares.

(3) During the six months ended June 30, 2012, the Company completed net share settlements for 0.6 million Partnership restricted equity units and 0.5 million Worldwide shares, in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of restricted equity units or shares, as appropriate.

As of June 30, 2012, approximately 10 million Partnership restricted equity units remain authorized for grant but are not yet recognized as granted for accounting purposes. These consists of (i) 4.8 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through March 31, 2013; (ii) 4.5 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through August 1, 2014; and (iii) 0.4 million restricted equity units under the 2011 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through August 1, 2015.

18

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

12. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

All obligations under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement, the Second Priority Secured Notes, the Senior Notes and the 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 wholly-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, 2012 and 2011, the consolidating condensed statements of comprehensive income for the three and six months ended June 30, 2012 and 2011, consolidating condensed balance sheets as of June 30, 2012 and December 31, 2011, and the consolidating condensed statements of cash flows for the six months ended June 30, 2012 and 2011 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 and Travelport Inc. (from August 18, 2010) (together, “the Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent and Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis. Certain entities previously reported as guarantor subsidiaries within the Company’s consolidating condensed statements of operations for the three and six months ended June 30, 2012 and the consolidating condensed statements of cash flows for the six months ended June 30, 2011 have been re-presented as non-guarantor subsidiaries.

In addition, the Company’s secured debt issued under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes 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.

19

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			207			299			—		506
Costs and expenses
Cost of revenue		—			—			—			129			172			—		301
Selling, general and administrative		5			—			(8	)		28			61			—		86
Depreciation and amortization		—			—			—			49			7			—		56
Total costs and expenses		5			—			(8	)		206			240			—		443
Operating (loss) income		(5	)		—			8			1			59			—		63
Interest expense, net		—			—			(75	)		(2	)		—			—		(77	)
Equity in (losses) earnings of subsidiaries		(15	)		(68	)		(1	)		—			—			84		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(20	)		(68	)		(68	)		(1	)		59			84		(14	)
Provision for income taxes		—			(1	)		—			—			(7	)		—		(8	)
Equity in earnings of investment in Orbitz Worldwide		—			2			—			—			—			—		2
Net (loss) income		(20	)		(67	)		(68	)		(1	)		52			84		(20	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Net (loss) income attributable to the Company		(20	)		(67	)		(68	)		(1	)		52			84		(20	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(20	)		(67	)		(68	)		(1	)		52			84		(20	)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(2	)		—		(2	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(2	)		—			—		(2	)
Unrealized gain on equity investment, net of tax		—			1			—			—			—			—		1
Other comprehensive income (loss), net of tax		—			1			—			(2	)		(2	)		—		(3	)
Comprehensive (loss) income		(20	)		(66	)		(68	)		(3	)		50			84		(23	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—
Comprehensive (loss) income attributable to the Company		(20	)		(66	)		(68	)		(3	)		50			84		(23	)

20

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			446			610			—		1,056
Costs and expenses
Cost of revenue		—			—			—			271			352			—		623
Selling, general and administrative		11			—			(3	)		59			124			—		191
Depreciation and amortization		—			—			—			90			23			—		113
Total costs and expenses		11			—			(3	)		420			499			—		927
Operating (loss) income		(11	)		—			3			26			111			—		129
Interest expense, net		—			—			(141	)		(3	)		—			—		(144	)
Equity in (losses) earnings of subsidiaries		(20	)		(115	)		23			—			—			112		—
(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide		(31	)		(115	)		(115	)		23			111			112		(15	)
Provision for income taxes		—			(1	)		—			—			(15	)		—		(16	)
Equity in losses of investment in Orbitz Worldwide		—			(1	)		—			—			—			—		(1	)
Net (loss) income		(31	)		(117	)		(115	)		23			96			112		(32	)
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—		1
Net (loss) income attributable to the Company		(31	)		(117	)		(115	)		23			97			112		(31	)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(31	)		(117	)		(115	)		23			96		112		(32	)
Other comprehensive loss, net of tax
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(2	)		—		—		(2	)
Unrealized loss on equity investment, net of tax		—			(1	)		—			—			—		—		(1	)
Other comprehensive loss, net of tax		—			(1	)		—			(2	)		—		—		(3	)
Comprehensive (loss) income		(31	)		(118	)		(115	)		21			96		112		(35	)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1		—		1
Comprehensive (loss) income attributable to the Company		(31	)		(118	)		(115	)		21			97		112		(34	)

21

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			231		299			—			530
Costs and expenses
Cost of revenue		—			—			—			142		168			—			310
Selling, general and administrative		5			—			(6	)		20		78			—			97
Depreciation and amortization		—			—			—			49		8			—			57
Total costs and expenses		5			—			(6	)		211		254			—			464
Operating (loss) income		(5	)		—			6			20		45			—			66
Interest expense, net		—			—			(73	)		1		—			—			(72	)
Equity in earnings (losses) of subsidiaries		325			(65	)		24			—		—			(284	)		—
Income (loss) from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		320			(65	)		(43	)		21		45			(284	)		(6	)
Provision for income taxes		—			(1	)		—			—		(7	)		—			(8	)
Equity in earnings of investment in Orbitz Worldwide		—			4			—			—		—			—			4
Net income (loss) from continuing operations		320			(62	)		(43	)		21		38			(284	)		(10	)
Income from discontinued operations, net of tax		—			—			—			—		4			—			4
(Loss) gain from disposal of discontinued operations, net of tax		(14	)		—			(22	)		3		345			—			312
Net income (loss)		306			(62	)		(65	)		24		387			(284	)		306
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—		—			—			—
Net income (loss) attributable to the Company		306			(62	)		(65	)		24		387			(284	)		306

22

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2011

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)		306		(62	)		(65	)		24			387			(284	)		306
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			(102	)		—			(102	)
Realization of loss on cash flow hedges, net of tax		—		—			3			—			—			—			3
Unrealized actuarial loss on defined benefit plans, net of tax		—		—			—			(1	)		—			—			(1	)
Unrealized gain on equity investment, net of tax		—		1			—			—			—			—			1
Other comprehensive income (loss), net of tax		—		1			3			(1	)		(102	)		—			(99	)
Comprehensive income (loss)		306		(61	)		(62	)		23			285			(284	)		207
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—			—			—			—			—			—
Comprehensive income (loss) attributable to the Company		306		(61	)		(62	)		23			285			(284	)		207

23

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		—			—			—			468			593			—			1,061
Costs and expenses
Cost of revenue		—			—			—			285			342			—			627
Selling, general and administrative		3			—			(3	)		39			137			—			176
Depreciation and amortization		—			—			—			97			16			—			113
Total costs and expenses		3			—			(3	)		421			495			—			916
Operating (loss) income		(3	)		—			3			47			98			—			145
Interest expense, net		—			—			(147	)		(2	)		—			—			(149	)
Equity in earnings (losses) of subsidiaries		300			(124	)		42			—			—			(218	)		—
Income (loss) from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		297			(124	)		(102	)		45			98			(218	)		(4	)
Provision for income taxes		—			(1	)		—			(3	)		(15	)		—			(19	)
Equity in losses of investment in Orbitz Worldwide		—			(1	)		—			—			—			—			(1	)
Net income (loss) from continuing operations		297			(126	)		(102	)		42			83			(218	)		(24	)
Loss from discontinued operations, net of tax		—			—			—			(3	)		(3	)		—			(6	)
(Loss) gain from disposal of discontinued operations, net of tax		(14	)		—			(22	)		3			345			—			312
Net income (loss)		283			(126	)		(124	)		42			425			(218	)		282
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			1			—			1
Net income (loss) attributable to the Company		283			(126	)		(124	)		42			426			(218	)		283

24

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2011

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)		283		(126	)		(124	)		42			425			(218	)		282
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			(72	)		—			(72	)
Realization of loss on cash flow hedges, net of tax		—		—			5			—			—			—			5
Unrealized actuarial loss on defined benefit plans, net of tax		—		—			—			(2	)		—			—			(2	)
Unrealized gain on equity investment, net of tax		—		1			—			—			—			—			1
Other comprehensive income (loss), net of tax		—		1			5			(2	)		(72	)		—			(68	)
Comprehensive income (loss)		283		(125	)		(119	)		40			353			(218	)		214
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		—			—			—			1			—			1
Comprehensive income (loss) attributable to the Company		283		(125	)		(119	)		40			354			(218	)		215

25

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			62			—		100		—		162
Accounts receivable, net		—			—			—			59		130		—		189
Deferred income taxes		—			—			—			—		3		—		3
Other current assets		—			—			26			33		149		—		208
Total current assets		—			—			88			92		382		—		562
Investment in subsidiary/intercompany		(996	)		(1,871	)		1,268			—		—		1,599		—
Property and equipment, net		—			—			—			335		60		—		395
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			229		411		—		640
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			75			—			—		—		—		75
Non-current deferred income tax		—			—			—			—		6		—		6
Other non-current assets		—			—			86			41		90		—		217
Total assets		(996	)		(1,796	)		1,579			1,733		1,213		1,599		3,332
Liabilities and equity
Current liabilities:
Accounts payable		—			—			2			45		59		—		106
Accrued expenses and other current liabilities		7			2			136			112		266		—		523
Current portion of long-term debt		—			—			—			15		—		—		15
Total current liabilities		7			2			138			172		325		—		644
Long-term debt		—			—			3,305			46		—		—		3,351
Deferred income taxes		—			—			—			39		3		—		42
Other non-current liabilities		—			—			7			208		68		—		283
Total liabilities		7			2			3,450			465		396		—		4,320
Total shareholders’ equity/intercompany		(1,003	)		(1,798	)		(1,871	)		1,268		802		1,599		(1,003	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		15		—		15
Total equity		(1,003	)		(1,798	)		(1,871	)		1,268		817		1,599		(988	)
Total liabilities and equity		(996	)		(1,796	)		1,579			1,733		1,213		1,599		3,332

26

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			84			—		40		—		124
Accounts receivable, net		—			—			—			75		105		—		180
Deferred income taxes		—			—			—			—		3		—		3
Other current assets		—			—			19			29		120		—		168
Total current assets		—			—			103			104		268		—		475
Investment in subsidiary/intercompany		(967	)		(1,829	)		1,283			—		—		1,513		—
Property and equipment, net		—			—			—			362		69		—		431
Goodwill		—			—			—			846		140		—		986
Trademarks and tradenames		—			—			—			190		124		—		314
Other intangible assets, net		—			—			—			256		425		—		681
Cash held as collateral		—			—			137			—		—		—		137
Investment in Orbitz Worldwide		—			77			—			—		—		—		77
Non-current deferred income tax		—			—			—			—		6		—		6
Other non-current assets		—			—			99			45		93		—		237
Total assets		(967	)		(1,752	)		1,622			1,803		1,125		1,513		3,344
Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			48		40		—		88
Accrued expenses and other current liabilities		3			2			99			161		220		—		485
Current portion of long-term debt		—			—			35			15		—		—		50
Total current liabilities		3			2			134			224		260		—		623
Long-term debt		—			—			3,309			48		—		—		3,357
Deferred income taxes		—			—			—			38		4		—		42
Other non-current liabilities		—			—			8			210		61		—		279
Total liabilities		3			2			3,451			520		325		—		4,301
Total shareholders’ equity/intercompany		(970	)		(1,754	)		(1,829	)		1,283		787		1,513		(970	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		13		—		13
Total equity		(970	)		(1,754	)		(1,829	)		1,283		800		1,513		(957	)
Total liabilities and equity		(967	)		(1,752	)		1,622			1,803		1,125		1,513		3,344

27

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income		(31	)		(117	)		(115	)		23			96			112			(32	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			90			23			—			113
Equity-based compensation		2			—			—			—			—			—			2
Amortization of debt finance costs		—			—			22			—			—			—			22
Non-cash interest on Second Priority Secured Notes		—			—			7			—			—			—			7
Gain on interest rate derivative instruments		—			—			(2	)		—			—			—			(2	)
Gain on foreign exchange derivative instruments		—			—			(5	)		—			—			—			(5	)
Equity in losses of investment in Orbitz Worldwide		—			1			—			—			—			—			1
Equity in losses (earnings) of subsidiaries		20			115			(23	)		—			—			(112	)		—
FASA liability		—			—			—			(7	)		—			—			(7	)
Defined benefit pension plan funding		—			—			—			(5	)		—			—			(5	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			16			(25	)		—			(9	)
Other current assets		—			—			—			(4	)		(10	)		—			(14	)
Accounts payable, accrued expenses and other current liabilities		—			1			—			52			(9	)		—			44
Other		—			2			(1	)		5			7			—			13
Net cash (used in) provided by operating activities		(9	)		2			(117	)		170			82			—			128
Investing activities
Property and equipment additions		—			—			—			(32	)		—			—			(32	)
Other		—			—			—			—			3			—			3
Net intercompany funding		10			(2	)		151			(131	)		(28	)		—			—
Net cash provided by (used in) investing activities		10			(2	)		151			(162	)		(25	)		—			(29	)

28

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)

For the Six Months Ended June 30, 2012

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from new term loans		—			—		170			—			—		—		170
Proceeds from revolver borrowings		—			—		25			—			—		—		25
Repayment of term loans		—			—		(165	)		—			—		—		(165	)
Repayment of revolver borrowings		—			—		(60	)		—			—		—		(60	)
Repayment of capital lease obligations		—			—		—			(7	)		—		—		(7	)
Repurchase of Senior Notes		—			—		(1	)		—			—		—		(1	)
Debt finance costs		—			—		(9	)		—			—		—		(9	)
Payments on settlement of foreign exchange derivative contracts		—			—		(17	)		—			—		—		(17	)
Proceeds on settlement of foreign exchange derivative contracts		—			—		1			—			—		—		1
Net share settlement for equity-based compensation		(1	)		—		—			—			—		—		(1	)
Contribution from non-controlling interest shareholders		—			—		—			—			3		—		3
Net cash (used in) provided by financing activities		(1	)		—		(56	)		(7	)		3		—		(61	)
Effects of changes in exchange rates on cash and cash equivalents		—			—		—			—			—		—		—
Net (decrease) increase in cash and cash equivalents		—			—		(22	)		—			60		—		38
Cash and cash equivalents at beginning of period		—			—		84			—			40		—		124
Cash and cash equivalents at end of period		—			—		62			—			100		—		162

29

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2011

(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net income (loss)		283			(126	)		(124	)		42			425			(218	)		282
Income from discontinued operations (including gain from disposal), net of tax		14			—			22			—			(342	)		—			(306	)
Net income (loss) from continuing operations		297			(126	)		(102	)		42			83			(218	)		(24	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			97			16			—			113
Amortization of debt finance costs		—			—			12			—			—			—			12
Gain on interest rate derivative instruments		—			—			(1	)		—			—			—			(1	)
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in losses of investment in Orbitz Worldwide		—			1			—			—			—			—			1
Equity in (earnings) losses of subsidiaries		(300	)		124			(42	)		—			—			218			—
Deferred income taxes		—			—			—			3			—			—			3
FASA liability		—			—			—			(9	)		—			—			(9	)
Defined benefit pension plan funding		—			—			—			(2	)		—			—			(2	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			(7	)		(36	)		—			(43	)
Other current assets		—			—			—			(3	)		(7	)		—			(10	)
Accounts payable, accrued expenses and other current liabilities		—			18			—			76			(33	)		—			61
Other		—			—			—			13			(13	)		—			—
Net cash (used in) provided by operating activities of continuing operations		(3	)		17			(136	)		210			10			—			98
Net cash used in operating activities of discontinued operations		—			—			—			(1	)		(11	)		—			(12	)
Investing activities
Property and equipment additions		—			—			—			(29	)		(5	)		—			(34	)
Net proceeds from the sale of GTA business		(10	)		—			14			—			629			—			633
Other		—			—			—			—			5			—			5
Net intercompany funding		13			(17	)		929			(177	)		(748	)		—			—
Net cash provided by (used in) investing activities		3			(17	)		943			(206	)		(119	)		—			604
Financing activities
Repayment of term loans		—			—			(658	)		—			—			—			(658	)
Repayment of capital lease obligations		—			—			—			(4	)		—			—			(4	)
Proceeds from settlement of derivative contracts		—			—			12			—			—			—			12
Net cash used in financing activities		—			—			(646	)		(4	)		—			—			(650	)
Effects of changes in exchange rates on cash and cash equivalents		—			—			—			—			6			—			6
Net increase (decrease) in cash and cash equivalents		—			—			161			(1	)		(114	)		—			46
Cash and cash equivalents at beginning of period (including cash of discontinued operations)		—			—			36			2			204			—			242
Cash and cash equivalents of continuing operations at end of period		—			—			197			1			90			—			288

30

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

The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” on page 2 of this Form 10-Q. Unless otherwise noted, all amounts are in $ millions.

Overview

We are a broad-based business services company and a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry. We believe we are one of the most diversified of such companies in the world, both geographically and in the scope of the services we provide.

Our business consists of our global distribution systems (“GDS”), which provide aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Our business operates three systems, Galileo, Apollo and Worldspan, across over 170 countries to provide travel agencies with booking technology and access to considerable supplier inventory that we aggregate from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Our GDS provides travel distribution services to approximately 760 active travel suppliers and approximately 67,000 online and offline travel agency locations, which in turn serve millions of end consumers globally. In 2011, approximately 166 million tickets were issued through our GDS. Our GDS processed up to 2.2 billion travel-related messages per day in 2011.

Within our GDS business, our Airline IT Solutions business provides hosting solutions and IT subscription services to airlines to enable them to focus on their core business competencies and reduce costs, as well as business intelligence services. Our Airline IT Solutions business manages the mission-critical reservations and related systems for Delta as well as five other airlines. Our Airline IT Solutions business also provides an array of leading-edge IT software subscription services and data business intelligence services, directly and indirectly, to over 410 airlines, airports and airline ground handlers globally.

Key Performance Indicators (“KPIs”)

Management monitors the performance of our operations against our strategic objectives on a regular basis. Performance is assessed against the strategy, budget and forecasts using financial and non-financial measures. We use the following primary measures to assess our financial performance and the performance of our operating business.

	Three Months Ended June 30,				Change						Six Months Ended June  30,				Change
(in $ millions, except segment data)	2012		2011		$			%			2012		2011		$			%
Travelport KPIs
Net revenue		506		530		(24	)		(5	)		1,056		1,061		(5	)		—
Operating income		63		66		(3	)		(5	)		129		145		(16	)		(11	)
Travelport Adjusted EBITDA		120		136		(16	)		(12	)		260		283		(23	)		(8	)
Segments (in millions)
Americas		43		45		(2	)		(6	)		92		92		—			(1	)
Europe		20		21		(1	)		(3	)		44		45		(1	)		(3	)
APAC		14		14		—			(4	)		29		29		—			—
MEA		10		10		—			2			20		20		—			4
Total		87		90		(3	)		(4	)		185		186		(1	)		(1	)

The key performance indicators used by management to monitor group performance include Travelport Adjusted EBITDA.

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Travelport Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure comparable to net income as determined under US GAAP as it does not take into account certain expenses such as depreciation, interest, income tax, and other costs that we believe are unrelated to our ongoing operations. In addition, Travelport Adjusted EBITDA may not be comparable to similarly named measures used by other companies. The presentation of Travelport Adjusted EBITDA has limitations as an analytical tool, and this measure should not be considered in isolation or as a substitute for analysis of Travelport’s results as reported under US GAAP.

We define Travelport Adjusted EBITDA as income (loss) from continuing operations before equity in earnings (losses) of investment in Orbitz Worldwide, interest, income tax, depreciation and amortization and adjusted to exclude items we believe potentially restrict our ability to assess the results of our underlying business.

We have included Travelport Adjusted EBITDA as it is the primary metric used by management across our company to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. In addition, it is used by the Board to determine incentive compensation.

We believe Travelport Adjusted EBITDA is a useful measure as it allows management to monitor our ongoing core operations. The core operations represent the primary trading 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. These events include, among other things, the acquisition of Worldspan and subsequent integration, the transfer of our finance and human resources functions from the United States to the United Kingdom and the associated restructuring costs. During the periods presented, these items primarily relate to the impact of purchase accounting, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with Travelport’s restructuring efforts, non-cash equity-based compensation and litigation and related costs.

The following table provides a reconciliation of Travelport Adjusted EBITDA to net loss from continuing operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(in $ millions)
Net loss from continuing operations		(20	)		(10	)		(32	)		(24	)
Equity in (earnings) losses of investment in Orbitz Worldwide		(2	)		(4	)		1			1
Provision for income taxes		8			8			16			19
Depreciation and amortization		56			57			113			113
Interest expense, net		77			72			144			149
EBITDA		119			123			242			258
Adjustments:
Corporate transaction costs (1)		3			6			6			9
Restructuring charges (2)		—			1			—			4
Equity-based compensation		—			—			2			—
Litigation and related costs		7			2			13			10
Impairment of property and equipment		—			4			—			4
Other (3)		(9	)		—			(3	)		(2	)
Total Adjustments		1			13			18			25
Travelport Adjusted EBITDA		120			136			260			283

(1) Corporate transaction costs represent costs related to strategic transactions, internal re-organization and other costs related to non-core business. These amounts do not include items classified as restructuring charges, which are included as a separate line item.

(2) Restructuring charges represent the costs incurred to enhance our organizational efficiency and to consolidate and rationalize existing processes.

(3) Other primarily includes unrealized gains on foreign exchange derivatives and revaluation of euro-denominated debt.

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Factors Affecting Results of Operations

Consolidations within the Airline Industry: As a result of recent consolidations within the airline industry, our annual revenue and EBITDA have been impacted. Delta’s acquisition of Northwest, both being customers of our Airline IT Solutions business, resulted in these airlines migrating to a common IT platform, with reduced needs from our IT services. Further, following the merger of United Airlines with Continental Airlines in 2010, we received a notice from United Airlines, terminating its agreement for the Apollo reservation system operated by us on their behalf. The integration of United-Continental systems was completed in early March 2012 and we no longer service United’s reservation system. The loss of the Master Service Agreement with United Airlines contributed approximately $22 million and $16 million, respectively, to the decline in net revenue and EBITDA for the three months ended June 30, 2012. For the six months ended June 30, 2012 the loss of the Master Services Agreement with United Airlines contributed approximately $20 million and $14 million, respectively, to the decline in net revenue and EBITDA.

Seasonality: Our businesses experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. These trends cause our revenue to be generally higher in the first and second calendar quarters of the year, with revenue peaking as travelers plan and purchase in advance their spring and summer travel. Revenue typically declines in the third and fourth quarters of the calendar year. Our results may also be affected by seasonal fluctuations in the inventory made available to us by our travel suppliers.

Foreign Exchange Movements: We transact business primarily in US dollars. While the majority of our revenue is denominated in US dollars, a portion of costs are denominated in other currencies (principally, the British pound, Euro and Australian dollar). We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables and forecasted earnings of foreign subsidiaries. The fluctuations in the value of these forward contracts partially offset the impact of changes in the value of the underlying risk they are intended to economically hedge. Nevertheless, our operating results are impacted to a certain extent by movements in the underlying exchange rates between those currencies listed above.

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.

We have been involved in disputes with three of our former NDC partners regarding the payment of certain disputed fees. During the fourth quarter of 2010, the dispute with respect to one such former partner was concluded in our favor by third party arbitrators. In November 2011 and March 2012, in the disputes with different partners, arbitrators rendered decisions against us which have had a material impact on our results of operations.

In addition we are currently in dispute with American Airlines regarding its GDS distribution agreement (as amended). American Airlines is also alleging, among other things, violations of US federal antitrust laws. We are also involved in a legal proceeding related to the Restructuring with Computershare Trust Company, N.A., the trustee under the Indentures governing our outstanding Senior Notes and Subordinate Notes. We believe these claims are without merit and, while no assurance can be provided due to the uncertainty inherent in litigation, we do not believe the outcome of these disputes will have a material adverse effect on our results of operations or liquidity condition.

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Results of Operations

Three Months Ended June 30, 2012 compared to Three Months Ended June 30, 2011

	Three Months Ended June  30,						Change
(in $ millions)	2012			2011			$			%
Net revenue		506			530			(24	)		(5	)
Costs and expenses
Cost of revenue		301			310			(9	)		(3	)
Selling, general and administrative		86			97			(11	)		(11	)
Depreciation and amortization		56			57			(1	)		(2	)
Total costs and expenses, net		443			464			(21	)		(5	)
Operating income		63			66			(3	)		(5	)
Interest expense, net		(77	)		(72	)		(5	)		(7	)
Loss from continuing operations before income taxes and equity in earnings of investment in Orbitz Worldwide		(14	)		(6	)		(8	)		*
Provision for income taxes		(8	)		(8	)		—			—
Equity in earnings of investment in Orbitz Worldwide		2			4			(2	)		(50	)
Loss from continuing operations, net of tax		(20	)		(10	)		(10	)		*
Income from discontinued operations, net of tax		—			4			(4	)		*
Gain from disposal of discontinued operations, net of tax		—			312			(312	)		*
Net income		(20	)		306			(326	)		*

* Not meaningful

Net Revenue

Net revenue is comprised of:

	Three Months Ended June 30,				Change
(in $ millions)	2012		2011		$			%
Transaction processing revenue		466		476		(10	)		(2	)
Airline IT solutions revenue		40		54		(14	)		(26	)
Net revenue		506		530		(24	)		(5	)
Transaction processing revenue by region is comprised of:
	Three Months Ended June 30,				Change
(in $ millions)	2012		2011		$			%
Americas		175		187		(12	)		(6	)
Europe		134		135		(1	)		(1	)
APAC		86		84		2			2
MEA		71		70		1			1
Transaction processing revenue		466		476		(10	)		(2	)

Net revenue decreased by $24 million as a result of a $10 million decrease in transaction processing revenue and a $14 million decrease in Airline IT Solutions revenue. Americas transaction processing revenue decreased by $12 million (6%) due to a 6% decrease in segment volume primarily related to the loss of the Master Service Agreement with United Airlines. Europe transaction processing revenue decreased by $1 million (1%) due to a 3% decrease in segment volume, offset by a 2% increase in average revenue per segment. APAC transaction processing revenue increased by $2 million (2%) due to a 4% decrease in segment volume, offset by 6% increase in average revenue per segment. MEA transaction processing revenue increased by $1 million (1%) due to a 2% increase in segment volume, offset by 1% decrease in average revenue per segment. Airline IT solutions revenue decreased as a result of the loss of the Master Service Agreement with United Airlines.

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Cost of Revenue

Cost of revenue is comprised of:

	Three Months Ended June 30,				Change
(in $ millions)	2012		2011		$			%
Commissions		230		239		(9	)		(4	)
Telecommunication and technology costs		71		71		—			—
Cost of revenue		301		310		(9	)		(3	)

Cost of revenue decreased by $9 million (3%) as a result of decrease in commissions paid to travel agencies and NDCs, with telecommunication and technology costs remaining flat. The decrease in commission costs is due to the decline in segment volumes, offset by a 1% increase in the average rate of agency commission.

Selling, General and Administrative (SG&A)

SG&A decreased $11 million (11%) primarily as a result of (i) a $9 million gain on foreign exchange derivatives and revaluation of euro-denominated debt in the three months ended June 30, 2012 and (ii) a $4 million write off of property and equipment during the three months ended June 30, 2011, partially offset by (iii) a $5 million increase in litigation and related costs.

Interest Expense, Net

Interest expense, net, increased by $5 million (7%) as a result of (i) $5 million of incremental interest as a result of higher interest rates on the 2012 Secured Credit Agreement and the Second Priority Senior Notes as compared to term loans repaid, (ii) an increase of $4 million in debt finance amortization costs, offset by (iii) a $4 million reduction due to the impact of interest rate hedges.

Provision for Income Taxes

Our tax provision differs materially 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 due to the forecast losses in certain jurisdictions, and (iii) certain expenses that are not deductible for tax in the relevant jurisdiction.

The reconciliation from the statutory tax provision at the US Federal statutory tax rate of 35% is as follows:

	Three Months Ended June 30,
(in $ millions)	2012			2011
Tax benefit at US Federal statutory rate of 35%		5			2
Taxes on non-US operations at alternative rates		(4	)		(9	)
Liability for uncertain tax positions		—			(1	)
Change in valuation allowance		(8	)		1
Non-deductible expenses		(1	)		(1	)
Provision for income taxes		(8	)		(8	)

Equity in Earnings of Investment in Orbtiz Worldwide

Our share of equity in earnings of investment in Orbtiz Worldwide was $2 million for the three months ended June 30, 2012 compared to $4 million in the three months ended June 30, 2011. These earnings reflect our 47% ownership interest in Orbitz Worldwide.

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Six Months Ended June 30, 2012 compared to Six Months Ended June 30, 2011

	Six Months Ended June  30,						Change
(in $ millions)	2012			2011			$			%
Net revenue		1,056			1,061			(5	)		—
Costs and expenses
Cost of revenue		623			627			(4	)		(1	)
Selling, general and administrative		191			176			15			9
Depreciation and amortization		113			113			—			—
Total costs and expenses, net		927			916			11			1
Operating income		129			145			(16	)		(11	)
Interest expense, net		(144	)		(149	)		5			3
Loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(15	)		(4	)		(11	)		*
Provision for income taxes		(16	)		(19	)		3			16
Equity in losses of investment in Orbitz Worldwide		(1	)		(1	)		—			—
Loss from continuing operations, net of tax		(32	)		(24	)		(8	)		(33	)
Income from discontinued operations, net of tax		—			(6	)		6			*
Gain from disposal of discontinued operations, net of tax		—			312			(312	)		*
Net (loss) income		(32	)		282			(314	)		*

* Not meaningful

Net Revenue

Net revenue is comprised of:

	Six Months Ended June 30,				Change
(in $ millions)	2012		2011		$			%
Transaction processing revenue		963		955		8			1
Airline IT solutions revenue		93		106		(13	)		(12	)
Net revenue		1,056		1,061		(5	)		—
Transaction processing revenue by region is comprised of:
	Six Months Ended June 30,				Change
(in $ millions)	2012		2011		$			%
Americas		368		377		(9	)		(2	)
Europe		284		288		(4	)		(1	)
APAC		173		165		8			5
MEA		138		125		13			10
Transaction processing revenue		963		955		8			1

Net revenue decreased by $5 million as a result of an $8 million increase in transaction processing revenue offset by a $13 million decrease in Airline IT solutions revenue. Americas transaction processing revenue decreased by $9 million (2%) due to a 1% decrease in segment volume primarily related to the loss of the Master Service Agreement with United Airlines and a 1% decrease in average revenue per segment. Europe transaction processing revenue decreased by $4 million (1%) due to a 3% decrease in segment volume, offset by a 2% increase in average revenue per segment. APAC transaction processing revenue increased by $8 million (5%) due to 5% increase in average revenue per segment with segment volumes remaining flat. MEA transaction processing revenue increased by $13 million (10%) due to an $8 million adjustment related to revenue reserves booked in the first quarter of 2011 and a 4% increase in segment volume. Airline IT solutions revenue decreased as a result of the loss of the Master Service Agreement with United Airlines.

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Cost of Revenue

Cost of revenue is comprised of:

	Six Months Ended June 30,				Change
(in $ millions)	2012		2011		$			%
Commissions		483		487		(4	)		(1	)
Telecommunication and technology costs		140		140		—			—
Cost of revenue		623		627		(4	)		(1	)

Cost of revenue decreased by $4 million (1%) as a result of a decrease of commissions paid to travel agencies and NDCs, with telecommunication and technology costs remaining flat. The decrease in commission costs is due to the decline in segment volumes, offset by a 1% increase in the average rate of agency commission.

Selling, General and Administrative (SG&A)

SG&A increased $15 million (9%) due to (i) an $12 million increase in administrative costs, including an $8 million increase salaries and wages, (ii) an $11 million increase in litigation and related costs, partially offset by (iii) a $4 million decrease in restructuring charges, and (iv) a $4 million write off of property and equipment during the six months ended June 30, 2011.

Interest Expense, Net

Interest expense, net, decreased by $5 million (3%) as a result of (i) a $15 million reduction due to the impact of interest rate hedges, offset by (ii) an increase of $10 million in debt finance amortization costs.

Provision for Income Taxes

Our tax provision differs materially 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 due to the forecast losses in certain jurisdictions, and (iii) certain expenses that are not deductible for tax in the relevant jurisdiction.

The reconciliation from the statutory tax provision at the US Federal statutory tax rate of 35% is as follows:

	Six Months Ended June 30,
(in $ millions)	2012			2011
Tax benefit at US Federal statutory rate of 35%		5			1
Taxes on non-US operations at alternative rates		(8	)		(16	)
Liability for uncertain tax positions		—			(2	)
Change in valuation allowance		(11	)		—
Non-deductible expenses		(2	)		(2	)
Provision for income taxes		(16	)		(19	)

Equity in Losses of Investment in Orbtiz Worldwide

Our share of equity in losses of investment in Orbtiz Worldwide was $1 million for each of the six months ended June 30, 2012 and 2011. These losses reflect our 47% ownership interest in Orbitz Worldwide.

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Liquidity and Capital Resources

Our principal source of operating liquidity is cash flows generated from operations, including working capital. We maintain what we consider to be an appropriate level of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources, a committed credit facility and other committed lines of credit. As of June 30, 2012, our financing needs were supported by our $181 million revolving credit facility. In the event additional funding is required, there can be no assurance that further funding will be available on terms favorable to us or at all.

A significant concentration of our cash is in geographical locations that have no legal or tax limitations on its usage. We have efficient mechanisms in place to deploy cash as needed to fund operations and capital needs across all of our locations worldwide. Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments on debt and any mandatory or discretionary principal payments or repurchases of debt. With the cash and cash equivalents on our consolidated balance sheet, our ability to generate cash from operations over the course of a year and through 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.

As of June 30, 2012, our total leverage ratio was 6.95 compared to the maximum total leverage ratio allowable of 8.0; our first lien leverage ratio was 3.34 compared to the maximum first lien leverage ratio allowable of 4.0; our senior secured leverage ratio was 3.73 compared to the maximum senior secured leverage ratio allowable of 4.95; our cash balance was $162 million; and we were in compliance with all financial covenants related to long-term debt. Under the terms of our debt agreements, the maximum total leverage ratio with which we need to comply remains at 8.0 until June 30, 2013, the first lien leverage ratio with which we need to comply remains at 4.0 until June 30, 2013, and the senior secured leverage ratio with which we need to comply remains at 4.95 until December 31, 2012.

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 loan agreements and the indentures governing our notes and meet our cash flow needs during the next twelve months. In the event of an unanticipated adverse variance compared to the financial forecast, which might lead to an event of default, we have the opportunity to take certain mitigating actions in order to avoid such a default, including: reducing or deferring discretionary expenditure; selling assets; re-negotiating financial covenants; and securing additional sources of finance or investment. In the unlikely event our results of operations are significantly lower than our forecast and our mitigating actions are unsuccessful, this could result in a breach of one or more of our financial covenants, including the leverage ratio. Under such circumstances, it is possible we would be required to repay all our secured debt and unsecured notes outstanding. We may not have the ability to repay such amounts.

We believe an important measure of our liquidity is unlevered free cash flow. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We believe unlevered free cash flow provides investors a better understanding of how assets are performing and measures management’s effectiveness in managing cash. We define unlevered free cash flow as net cash provided by (used in) operating activities of continuing operations, adjusted to remove the impact of interest payments, capital expenditures on property and equipment additions and 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 assumed from previous business acquisitions while our capital expenditures are primarily related to the development of our operating platforms.

In addition, we present Travelport 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 our credit agreements) at the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA. Our first lien leverage ratio under our credit agreements is computed by dividing the total first lien loans (as defined under our credit agreements) as of the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA. Our senior secured leverage ratio under our 2012 Secured Credit Agreement is computed by dividing the total senior secured debt (as defined under our 2012 Secured Credit Agreement) as of the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA.

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Travelport 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)	2012			2011
Travelport Adjusted EBITDA		260			283
Less:
Interest payments		(116	)		(151	)
Tax payments		(4	)		(9	)
Changes in operating working capital		32			9
FASA liability payments		(7	)		(9	)
Defined benefit pension plan funding		(5	)		(2	)
Other adjusting items (1)		(32	)		(23	)
Net cash provided by operating activities of continuing operations		128			98
Add back interest paid		116			151
Less: capital expenditures on property and equipment additions of continuing operations		(32	)		(29	)
Less: repayment of capital lease obligations		(7	)		(4	)
Unlevered free cash flow		205			216

(1) Other adjusting items relates to payments for costs included within operating income, but excluded from Travelport Adjusted EBITDA. These include (i) a $14 million payment related to a historical dispute related to a now terminated arrangement with a former distributor in the Middle East during the six months ended June 30, 2012, (ii) $5 million and $7 million of corporate transaction costs payments during the six months ended June 30, 2012 and 2011, respectively, (iii) $8 million and $3 million of litigation and related costs payments for the six months ended June 30, 2012 and 2011, respectively, (iv) $4 million of sponsorship and monitoring payments made during the six months ended June 30, 2012, and (v) $1 million and $4 million of restructuring related payments made during the six months ended June 30, 2012 and 2011, respectively.

Cash flow

The following table summarizes the changes to our cash flows from operating, investing and financing activities for the six months ended June 30, 2012 and 2011:

	Six Months Ended June  30,						Change
(in $ millions)	2012			2011			$
Cash provided by (used in):
Operating activities of continuing operations		128			98			30
Operating activities of discontinued operations		—			(12	)		12
Investing activities		(29	)		604			(633	)
Financing activities		(61	)		(650	)		589
Effects of exchange rate changes		—			6			(6	)
Net increase in cash and cash equivalents		38			46			(8	)

As of June 30, 2012, we had $162 million of cash and cash equivalents, an increase of $38 million compared to December 31, 2011. The following discussion summarizes changes to our cash flows from operating, investing and financing activities from continuing operations for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.

Operating Activities of Continuing Operations. For the six months ended June 30, 2012, cash provided by continuing operations was $128 million compared to $98 million for the six months ended June 30, 2011. The increase of $30 million is primarily due to $35 million decrease in interest payments. The $23 million decrease in Travelport Adjusted EBITDA is offset by a $23 million improvement in operating working capital.

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Operating Activities of Discontinued Operations. For the six months ended June 30, 2011, cash used by operating activities of the GTA business was $12 million. The GTA business was disposed of on May 5, 2011.

Investing Activities. The cash used in investing activities of continuing operations for the six months ended June 30, 2012 was primarily in relation to $32 million for capital expenditures. The cash provided by investing activities for the six months ended June 30, 2011 consists of $633 million cash received from the sale of the GTA business, offset by $34 million used for capital expenditure. Capital expenditure for the six month ended June 30, 2011 includes $5 million related to our disposed GTA business.

Financing Activities. Cash used in financing activities for the six months ended June 30, 2012 was $61 million. This primarily comprised of (i) $207 million of debt repayments, (ii) $17 million cash payments on the settlement of derivative contracts, (iii) $9 million of debt issuance costs, offset by (vi) $170 million of proceeds from 2012 Secured Credit Agreement debt. The cash used in financing activities for the six months ended June 30, 2011 was $650 million, due to $655 million term loan repayments primarily from sale proceeds of the GTA business, $7 million of debt repayments, offset by $12 million of cash received from terminated derivative instruments.

Debt and Financing Arrangements

The following table summarizes our net debt position as of June 30, 2012 and December 31, 2011:

(in $ millions)	June 30, 2012			December 31, 2011			Change
Current portion of long-term debt		15			50			(35	)
Long-term debt		3,351			3,357			(6	)
Total debt		3,366			3,407			(41	)
Less: cash and cash equivalents		(162	)		(124	)		(38	)
Less: cash held as collateral		(137	)		(137	)		—
Net debt		3,067			3,146			(79	)

On May 8, 2012, we entered into a credit agreement (the “2012 Secured Credit Agreement”) which: (i) allowed for $175 million of new term loans issued at a discount of 3%, secured on a junior priority basis to the term loans under the Senior Secured Credit Agreement and on a senior priority basis to Second Priority Secured Notes, (ii) carries interest at USLIBOR plus 9.5% with a minimum USLIBOR floor of 1.5%, payable quarterly, and (iii) added a senior secured leverage ratio test, initially set at 4.95 until December 31, 2012.

Proceeds from the new term loans were used to repay in full $41 million of euro denominated terms loans due August 2013, $121 million of dollar denominated term loans due August 2013, and $3 million of dollar denominated term loans due August 2015. In addition, during the six months ended June 30, 2012, we repurchased $2 million of euro denominated floating rate Senior Notes resulting in a gain of $1 million.

The $35 million outstanding under our revolving credit facility as of December 31, 2011 was repaid in January 2012. During the six months ended June 30, 2012, we borrowed $25 million under our revolving credit facility, which was repaid in April 2012.

On May 8, 2012, we entered into a revolving credit loan modification agreement (the “Revolving Credit Loan Modification Agreement”) relating to the Senior Secured Credit Agreement that, among other things, extended the maturity date of $61 million of the revolving loans under the Senior Secured Credit Agreement to May 24, 2015 which reduces to February 2014 under certain circumstances.

As of June 30, 2012, we had approximately $98 million of commitments outstanding under our cash collateralized letter of credit facility and $9 million of commitments outstanding under our synthetic letter of credit facility. The commitments under these two facilities included approximately $73 million in letters of credit issued by us on behalf of Orbitz Worldwide. As of June 30, 2012, we had $39 million of remaining capacity under our letter of credit facilities.

During the six months ended June 30, 2012, $7 million of interest was capitalized into the Second Priority Secured Notes, and approximately $7 million of our capital lease obligations were repaid. Furthermore, during the six months ended June 30, 2012, we entered into $5 million of capital leases for information technology assets.

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The principal amount of euro denominated long-term debt decreased by approximately $14 million as a result of foreign exchange fluctuations during the six months ended June 30, 2012. This foreign exchange gain was offset by $17 million of losses on foreign exchange derivative instruments contracted by us.

Travelport LLC, our indirect wholly-owned subsidiary, is the borrower (the “Borrower”) under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement, and the Second Priority Secured Notes. All obligations under our Senior Secured Credit Agreement, our 2012 Secured Credit Agreement, Second Priority Secured Notes, Senior Notes and Senior Subordinated Notes are unconditionally guaranteed by us, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of our existing and future domestic wholly-owned subsidiaries. In addition, our secured debt issued under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries. All obligations under the Senior Secured Credit Agreement, the 2012 Secured Credit Agreement and the Second Priority Secured Notes, and the guarantees of those obligations, are secured by substantially all the following assets of the Borrower and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Borrower, 100% of the capital stock of each guarantor and 65% of the capital stock of each of our wholly-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 Borrower and each guarantor subject to additional collateral and guarantee obligations.

The 2012 Secured Credit Agreement contains a general debt basket that may be secured by the assets of, non-domestic subsidiaries in amounts up to $50 million or $145 million (with a portion of such $145 million being shared with the general lien basket), depending on the percentage of consolidated EBITDA provided by the guarantees of, and pledges of the equity in, such non-domestic guarantors. We currently have not met the threshold that would allow us to utilize the $145 million general debt basket for non-domestic subsidiaries.

Total net debt per our debt covenants is broadly defined as total debt excluding the collateralized portion of the “Tranche S” term loans, less cash and cash equivalents. Travelport Adjusted EBITDA is defined under our debt covenants as EBITDA adjusted to exclude the impact of purchase accounting, impairment of goodwill and intangibles assets, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with our restructuring efforts, non-cash equity-based compensation, unrealized gains (losses) on foreign exchange derivatives and other adjustments made to exclude expenses outside the normal course of operations.

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, 2012 and 2011 was due to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate and foreign currency forward contacts 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.

During the six months ended June 30, 2012, none of the derivative financial instruments used to manage our interest rate and foreign currency exposures were designated as cash flow hedges. 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. (Loss) gain on these foreign currency derivative financial instruments amounted to $(11) million and $81 million for the six months ended June 30, 2012 and 2011, respectively. 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 $1 million and $11 million for the six months ended June 30, 2012 and 2011, 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.

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As of June 30, 2012, our interest rate and foreign currency hedges cover transactions for periods that do not exceed two years. As of June 30, 2012, we had a net a liability position of $22 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 of continuing operations as of June 30, 2012. 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 condensed financial statements, or (iv) obligations related to pension and other post-retirement defined benefit plans.

	Twelve Month Period Ended June 30,
(in $ millions)	2013		2014		2015		2016		2017		Thereafter		Total
Debt (1)		15		16		780		1,898		644		13		3,366
Interest payments (2)		226		218		185		85		87		5		806
Operating leases (3)		14		12		8		4		3		11		52
Purchase commitments (4)		48		37		19		—		—		—		104
Total		303		283		992		1,987		734		29		4,328

(1) Under certain circumstances, of the $1,898 million debt maturing in the twelve month period ended June 30, 2016, $1,474 million is subject to a reduction in maturity to May 2014.

(2) Interest on floating rate debt and euro denominated debt is based on the interest and foreign exchange rates as of June 30, 2012. As of June 30, 2012, we have $58 million of accrued interest on our consolidated condensed balance sheet that will be paid in 2012. Interest payments exclude the effects of mark-to-market adjustments on related hedging instruments.

(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, 2012, plan contributions of $16 million are expected to be made during the remainder of 2012. Funding projections beyond 2012 are not practical to estimate.

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 10% change (increase or decrease) in interest rates, and a hypothetical 10% change (increase or decrease) in the value of underlying currencies being hedged against the US dollar. We used June 30, 2012 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. Increases or decreases in interest rates on our variable rate borrowings are expected to be partially offset by corresponding gains or losses related to interest rate derivatives. Unrealized gains or losses related to foreign currency derivatives are expected to be offset by corresponding gains or losses on the underlying foreign exchange exposures being hedged. Therefore, we have determined, through such sensitivity analyses, that the impact of a 10% change in interest rates and foreign currency exchange rates on our consolidated condensed financial statements would not be material. There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 22, 2012.

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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.

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its 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, 2012. Based on the evaluation performed, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s 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 such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, 2011, filed with the SEC on March 22, 2012.

Item 1A. Risk Factors.

See Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 22, 2012 for a detailed discussion of the risk factors affecting our Company. There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

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.

Not Applicable.

Item 6. Exhibits.

See Exhibit Index.

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SIGNATURES

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

	TRAVELPORT LIMITED
Date: August 9, 2012	By:	/S/    PHILIP EMERY
		Philip Emery
		Executive Vice President and Chief Financial Officer
Date: August 9, 2012	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	Credit Agreement, dated as of May 8, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.À.R.L., the lenders from time to time party thereto and Credit Suisse AG, as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 14, 2012 (dated May 8, 2012)).
10.2	Revolving Credit Loan Modification Agreement, dated as of May 8, 2012, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.À.R.L., UBS AG, Stamford Branch, as administrative agent, collateral agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, the lenders from time to time party thereto, Credit Suisse Securities (USA) LLC, as syndication agent, and the other agents and persons party thereto (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on May 14, 2012 (dated May 8, 2012)).
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

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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