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~~EXCHANGE ~~the~~ACT ~~quarterly~~OF ~~period ended September 30, 2013~~ 1934

For the quarterly period ended June 30, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

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 Smaller reporting company ¨ ~~(Do not check if a smaller reporting company)~~

(Do not check if a smaller reporting company)

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

As of ~~November~~August 7, ~~2013~~2014, there were 12,000 shares of the Registrants’ common stock, par value $1.00 per share, outstanding.

Table of Contents

		Page
PART I	Financial Information		4
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)		4
	Consolidated Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)		4
	Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 (unaudited)		4
	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)		5
	Consolidated Condensed Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013 (unaudited)		5
	Consolidated Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012		6
	Consolidated Condensed Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013		6
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited)		7
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (unaudited)		7
	Consolidated Condensed Statements of Changes in Total Equity for the Nine Months Ended September 30, 2013 (unaudited)		8
	Consolidated Condensed Statement of Changes in Total Equity (Deficit) for the Six Months Ended June 30, 2014 (unaudited)		8
	Notes to the Consolidated Condensed Financial Statements (unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3937
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5358
Item 4.	Controls and Procedures		5458
PART II	Other Information		55
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		5560
Item 1A.	Risk Factors		5560
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5560
Item 3.	Defaults upon Senior Securities		5560
Item 4.	Mine Safety Disclosures		5560
Item 5.	Other Information		5560
Item 6.	Exhibits		5560
	Signatures		5662

FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the ~~sections~~ 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~~ 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~~or “Travelport” means Travelport Limited, a Bermuda company, and its consolidated subsidiaries.

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

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

•

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

• our ability to maintain existing relationships with travel agencies, ~~including our ability to renew our existing agreement with Orbitz Worldwide,~~ and to enter into new relationships on acceptable financial and other terms;

• our ability to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams~~, including our universal desktop product~~;

•

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

• our ability to grow adjacencies, such as ~~our~~eNett, ~~acquisition~~in ofwhich ~~Sprice~~we ~~and~~own ~~our~~a ~~controlling~~majority interest ~~in eNett~~;

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

•

pricing, regulatory and other trends in the travel industry;

•

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

•

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

•

financing plans and access to adequate capital on favorable terms.

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

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2012, filed with the Securities and Exchange Commission (the “SEC”) on March 12,~~ 2013, ~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013,~~ filed with the SEC on May 9, 2013, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 8, 2013, 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.

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

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

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in $ millions)	Three ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2013~~2014			Three ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2012~~2013			~~Nine~~Six ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2013~~2014			~~Nine~~Six ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2012~~2013
Net revenue	$	~~511~~551		$	~~489~~537		$	1,~~596~~123		$	1,~~545~~085
Costs and expenses
Cost of revenue		~~313~~337			~~296~~326			~~972~~690			~~919~~659
Selling, general and administrative		9097			~~110~~106			~~290~~185			~~302~~200
Depreciation and amortization		5157			5649			~~152~~113			~~169~~101
Total costs and expenses		~~454~~491			~~462~~481			~~1,414~~988			~~1,390~~960
Operating income		5760			2756			~~182~~135			~~155~~125
Interest expense, net		(~~83)~~87	)		(~~71)~~104	)		(~~257)~~170	)		(~~215)~~174	)
Gain (loss) on early extinguishment of debt		—			5			(49)			6
Loss on early extinguishment of debt		(9	)		(49	)		(14	)		(49	)
Loss before income taxes and equity in earnings of investment in Orbitz Worldwide		(26)			(39)			(124)			(54)
Gain on sale of shares of Orbitz Worldwide		52			—			52			—
Provision for income taxes		(7)			(8)			(24)			(24)
Income (loss) before income taxes and share of earnings (losses) in equity method investments		16			(97	)		3			(98	)
Equity in earnings of investment in Orbitz Worldwide		6			7			8			6
Provision for income taxes		(12	)		(6	)		(22	)		(17	)
Net loss		(27)			(40)			(140)			(72)
Share of earnings (losses) in equity method investments		1			—			(3	)		2
Net income attributable to non-controlling interest in subsidiaries		—			(1)			(2)			—
Net income (loss)		5			(103	)		(22	)		(113	)
Net loss attributable to the Company		(27)			(41)			(142)			(72)
Net income attributable to non-controlling interest in subsidiaries		(1	)		(2	)		(3	)		(2	)
Net income (loss) attributable to the Company	$	4		$	(105	)	$	(25	)	$	(115	)

See Notes to the Consolidated Condensed Financial Statements

~~TRAVELPORT~~TRALVEPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in $ millions)	Three ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2013~~2014			Three ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2012~~2013			~~Nine~~Six ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2013~~2014			~~Nine~~Six ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2012~~2013
Net loss		(27)			(40)			(140)			(72)
Net income (loss)	$	5		$	(103	)	$	(22	)	$	(113	)
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax:
Currency translation adjustment, net of tax		61			2(5	)		(2)			2(8	)
Unrealized loss on cash flow hedges, net of tax		(2)			—			(2)			—
Realization of losses on cash flow hedges, net of tax		5			—			4			—
Unrealized actuarial loss on defined benefit plans, net of tax		—			—(1	)		~~(1)~~—			(2)1	)
Unrealized (loss) gain on equity investment, net of tax		(4)3	)		~~(2)~~6			7(4	)		~~(3)~~11
Other comprehensive income (loss), net of tax		—			—			2			(3)
Other comprehensive income, net of tax		3			—			2			2
Comprehensive loss		(27)			(40)			(138)			(75)
Comprehensive income (loss)		8			(103	)		(20	)		(111	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—(1	)		(1)2	)		(2)3	)		—(2	)
Comprehensive loss attributable to the Company		(27)			(41)			(140)			(75)
Comprehensive income (loss) attributable to the Company	$	7		$	(105	)	$	(23	)	$	(113	)

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)

(in $ millions)	~~September~~June 30,~~2013~~2014			December 31,~~2012~~2013
Assets
Current assets:
Cash and cash equivalents	$	~~160~~93		$	~~110~~154
Accounts receivable (net of allowances for doubtful accounts of $18 and $16)		214			150
Accounts receivable (net of allowances for doubtful accounts of $13 and $13)		215			177
Deferred income taxes		21			21
Other current assets		~~200~~112			~~170~~134
Total current assets		~~576~~421			~~432~~466
Property and equipment, net		~~405~~413			~~416~~428
Goodwill		~~986~~1,000			986
Trademarks and tradenames		314			314
Other intangible assets, net		~~678~~669			~~717~~671
Cash held as collateral		6470			~~137~~79
Investment in Orbitz Worldwide		1510			—19
Non-current deferred income tax		6			6
Deferred income tax		5			5
Other non-current assets		~~120~~114			~~150~~120
Total assets	$	3,~~164~~016		$	3,~~158~~088
Liabilities and equity
Current liabilities:
Accounts payable	$	6358		$	7472
Accrued expenses and other current liabilities		~~596~~555			~~537~~540
Deferred income taxes		3824			3824
Current portion of long-term debt		3846			3845
Total current liabilities		~~735~~683			~~687~~681
Long-term debt		3,~~505~~210			3,~~392~~528
Deferred income taxes		924			718
Other non-current liabilities		~~284~~168			~~274~~172
Total liabilities		4,~~533~~085			4,~~360~~399
Commitments and contingencies (Note 11)
Shareholders’ equity:
Shareholders’ equity (deficit):
Common shares ($1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding)		—			—
Additional paid in capital		~~690~~956			~~718~~691
Accumulated deficit		(1,~~889)~~964	)		(1,~~747)~~939	)
Accumulated other comprehensive loss		(~~187)~~80	)		(~~189)~~82	)
Total shareholders’ equity		(1,386)			(1,218)
Total shareholders’ equity (deficit)		(1,088	)		(1,330	)
Equity attributable to non-controlling interest in subsidiaries		1719			1619
Total equity		(1,369)			(1,202)
Total equity (deficit)		(1,069	)		(1,311	)
Total liabilities and equity	$	3,~~164~~016		$	3,~~158~~088

See Notes to the ~~Consolidated~~Consolidate Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

(in $ millions)	~~Nine~~Six ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2013~~2014			~~Nine~~Six ~~MonthsEndedSeptember~~MonthsEndedJune 30,~~2012~~2013
Operating activities
Net loss	$	(~~140)~~22	)	$	(~~72)~~113	)
Adjustments to reconcile net loss to net cash provided by operating activities :
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		~~152~~113			~~169~~101
Amortization of customer loyalty payments		4537			4829
Equity-based compensation		4			2
Gain on sale of shares of Orbitz Worldwide		(52	)		—
Amortization of debt finance costs and debt discount		25			29
Amortization of debt finance costs		6			19
Loss (gain) on extinguishment of debt		49			(6)
Accrual of repayment fee and amortization of debt discount		5			1
Payment-in-kind interest		16			10
Loss on early extinguishment of debt		14			49
Gain on interest rate derivative instruments		(3)			—
Payment-in-kind interest		12			9
Gain on foreign exchange derivative instruments		(2)			—
Share of losses (earnings) in equity method investments		3			(2	)
Equity in earnings of investment in Orbitz Worldwide		(8)			(6)
Equity-based compensation		9			2
Deferred income taxes		35			2—
FASA liability		—			(7)
Pension liability contribution		(3	)		—
Defined benefit pension plan funding		—			(15)
Customer loyalty payments		(45	)		(36	)
Customer loyalty payments		(60)			(38)
Changes in assets and liabilities:
Accounts receivable		(~~64)~~38	)		(~~13)~~65	)
Other current assets		~~(18)~~9			(~~14)~~4	)
Accounts payable, accrued expenses and other current liabilities		48(22	)		34(9	)
Other		2011			1131
Net cash provided by operating activities		6742			~~134~~12
Investing activities
Property and equipment additions		(~~76)~~54	)		(~~61)~~46	)
Other		(6)			3
Proceeds from sale of shares of Orbitz Worldwide		54			—
Net cash used in investing activities		(82)			(58)
Purchase of non-controlling interest in a subsidiary		(65	)		—
Business acquired, net of cash		(10	)		—
Purchase of equity method investment		(10	)		—
Other		—			(6	)
Net cash used in investing activities		(85	)		(52	)
Financing activities
Proceeds from term loans		2,169			170
Proceeds from revolver borrowings		50			53
Proceeds from revolver borrowings		53			60
Repayment of revolver borrowings		(50	)		(73	)
Repayment of term loans		(1,663)			(165)
Repayment of capital lease obligations		(15	)		(8	)
Repayment of revolver borrowings		(73)			(60)
Release of cash provided as collateral		9			137
Repayment of capital lease obligations		(14)			(13)
Repayment of term loans		(8	)		(1,659	)
Repurchase of Senior Notes		(413)			(20)
Payment related to early extinguishment of debt		(3	)		—
Release of cash provided as collateral		137			—
Proceeds from term loans		—			2,169
Cash provided as collateral		(64)			—
Repurchase of Senior Notes		—			(413	)
Debt finance costs		(55)			(9)
Cash provided as collateral		—			(93	)
Payments on settlement of foreign exchange derivative contracts		(8)			(49)
Debt finance costs		—			(55	)
Proceeds from settlement of foreign exchange derivative contracts		3			9
Distribution to a parent company		—			(6	)
Distribution to a parent company		(6)			—
Other		(1	)		(4	)
Other		(1)			2
Net cash (used in) provided by financing activities		(18	)		48
Net cash provided by (used in) financing activities		65			(75)
Effect of changes in exchange rate on cash and cash equivalents		—			(1	)
Net increase in cash and cash equivalents		50			1
Net (decrease) increase in cash and cash equivalents		(61	)		7
Cash and cash equivalents at beginning of period		~~110~~154			~~124~~110
Cash and cash equivalents at end of period	$	~~160~~93		$	~~125~~117
Supplementary disclosures of cash flow information
Interest payments		~~186~~150			~~202~~145
Income tax payments, net		2013			913
Non-cash capital lease additions		10			6
Non-cash exchange of senior subordinated notes for equity of a parent company (see Note 9)		257			—
Non-cash capital distribution to a parent company		25			—
Non-cash exchange of senior notes for equity of a parent company (see Note 9)		60			—
Exchange of Second Priority Secured Notes for Tranche 2 Loans (see Note 9)		229			—
Non-cash capital lease additions		6			5
Exchange of Senior Notes due 2014 and 2016 for new Senior Notes due 2016 (see Note 9)		591			—
Non-cash distribution to a parent company		—			25
Exchange of Senior Priority Secured Notes for Tranche 2 Loans		—			229
Exchange of Senior Notes due 2014 and 2016 for new Senior Notes due 2016		—			591

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY (DEFICIT)

(unaudited)

(in $ millions)	CommonShares		AdditionalPaid inCapital			AccumulatedDeficit			AccumulatedOtherComprehensiveLoss			Non-ControllingInterest inSubsidiaries			TotalEquity(Deficit)
Balance as of January 1, 2013		—		718			(1,747)			(189)			16			(1,202)
Balance as of December 31, 2013		—	$	691		$	(1,939	)	$	(82	)	$	19		$	(1,311	)
Equity-based compensation		—		4			—			—			—			4
Contribution from a parent company		—		323			—			—			—			323
Dividend to non-controlling interest shareholders		—		—			—			—			(1)			(1)
Purchase of non-controlling interest in a subsidiary		—		(62	)		—			—			(3	)		(65	)
Distribution to a parent company		—		(31)			—			—			—			(31)
Equity-based compensation		—		9			—			—			—			9
Net-share settlement for equity based compensation		—		(1)			—			—			—			(1)
Net share settlement for equity based compensation		—		(5	)		—			—			—			(5	)
Comprehensive (loss) income, net of tax		—		—			(~~142)~~25	)		2			23			(~~138)~~20	)
Balance as of September 30, 2013		—		690			(1,889)			(187)			17			(1,369)
Balance as of June 30, 2014		—	$	956		$	(1,964	)	$	(80	)	$	19		$	(1,069	)

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a ~~leading~~travel commerce platform providing distribution, technology, ~~services~~payment and ~~e-commerce~~ ~~provider~~other solutions for the global travel and tourism industry. ~~with~~With a presence in over 170 countries ~~and has over 3~~,~~500~~ ~~employees.~~ Travelport is a privately- owned company. comprised of:

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

~~Within~~Through ~~Travelport’s~~its ~~GDS~~Technology ~~business~~Services, ~~the~~Travelport ~~Airline~~provides ITcritical ~~Solutions~~hosting ~~business~~solutions ~~hosts~~to ~~mission~~airlines, ~~critical~~such ~~applications~~as ~~and~~pricing, ~~provides~~shopping, ~~business~~ticketing, ground handling and ~~data~~other ~~analysis~~ solutions, toenabling ~~major airlines to enable~~ them to focus on their core business competencies and reduce costs. The Company manages reservations, inventory management and other related critical systems for Delta Air Lines Inc. (“Delta”).

~~Travelport~~As ~~also has a joint venture ownership~~ of ~~eNett~~June 30, a2014, ~~global provider of dedicated payment solutions for~~ the ~~travel~~Company ~~industry.~~also ~~eNett~~owned ~~provides~~approximately ~~secure~~36% ~~and~~of ~~cost~~Orbitz ~~effective~~Worldwide, ~~automated~~Inc. ~~payment~~(“Orbitz ~~solutions between travel providers and travel agencies~~Worldwide”), ~~tailored~~a toleading ~~meet~~global online ~~the needs of the~~ travel ~~industry~~company, ~~currently~~(see ~~focusing~~Note on14—Subsequent ~~Asia, Europe and the United States~~Events).

~~The~~These ~~Company~~financial ~~also~~statements ~~owns~~and ~~approximately~~other ~~45%~~financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of ~~Orbitz~~the ~~Worldwide~~December 31, ~~Inc~~2013 balance sheet which was derived from audited financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“~~Orbitz~~US ~~Worldwide~~GAAP”), aand the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain disclosures normally included in ~~leading~~financial ~~global~~statements ~~online~~prepared ~~travel~~in ~~company~~accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

~~These~~In presenting the consolidated condensed financial statements in accordance with US GAAP, management makes estimates and ~~other~~assumptions ~~financial~~that ~~information~~affect ~~included~~the inamounts ~~this~~reported ~~Quarterly Report~~and onrelated ~~Form~~disclosures. ~~10-Q~~Estimates, ~~are~~by ~~unaudited~~their nature, ~~with~~are ~~the~~based ~~exception~~on ofjudgments ~~the~~and available ~~December 31~~information. Accordingly, ~~2012~~actual ~~balance~~results ~~sheet~~could ~~which~~differ ~~was~~from ~~derived~~those ~~from~~estimates. ~~audited~~In ~~financial~~management’s ~~statements.~~opinion, ~~These~~the consolidated condensed financial statements ~~have~~contain ~~been~~all ~~prepared~~normal inrecurring ~~accordance~~adjustments ~~with~~necessary ~~accounting principles~~for ~~generally~~a ~~accepted~~fair inpresentation ~~the~~of ~~United~~interim results ~~States~~reported. The results of ~~America~~operations ~~(“US~~reported ~~GAAP”)~~for ~~and~~interim ~~the~~periods ~~rules~~are ~~and~~not ~~regulations~~necessarily indicative of the ~~Securities~~results ~~and~~of ~~Exchange~~operations ~~Commission~~for (the ~~“SEC”)~~entire ~~for~~year ~~interim~~or ~~reporting.~~any ~~Certain~~subsequent ~~disclosures~~interim ~~normally~~period. ~~included~~These in financial statements ~~prepared~~should be read in ~~accordance~~conjunction with the ~~US GAAP~~Company’s ~~have~~2013 ~~been~~Annual ~~condensed~~Report oron ~~omitted~~Form ~~pursuant~~10-K tofiled ~~such~~with ~~rules~~the ~~and~~SEC ~~regulations~~on March 10, 2014.

~~In presenting the consolidated condensed financial statements in accordance with US GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures~~2. ~~Estimates,~~ byRecently ~~their~~Issued ~~nature,~~Accounting ~~are~~Pronouncements based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company’s 2012 Annual Report on Form 10-K filed with the SEC on March 12, 2013.

~~Certain~~Compensation—Stock ~~prior~~Compensation ~~period amounts have been reclassified to conform to current year presentation (see Note 6).~~

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

~~Presentation~~9 ~~of an Unrecognized Tax Benefit~~

InTable July 2013, the Financial Accounting Standards Board (“FASB”) issued guidance on the presentation of an unrecognized tax benefit as a reduction to a deferred tax asset when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists except in certain circumstances. Contents

9TRAVELPORT LIMITED

~~Table~~NOTES ofTO ~~Contents~~THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~TRAVELPORT~~(unaudited) ~~LIMITED~~

~~NOTES~~2. TORecently ~~THE~~Issued Accounting ~~CONSOLIDATED~~Pronouncements (Continued) ~~CONDENSED FINANCIAL STATEMENTS~~

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

2The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2015, although earlier adoption is permitted. ~~Recently~~The ~~Issued~~Company ~~Accounting~~is ~~Pronouncements~~assessing ~~(continued)~~the implications of adoption of this update on its consolidated condensed financial statements.

~~This~~Revenue ~~guidance~~Recognition is to be applied on a prospective basis for reporting periods beginning after December 15, 2013 although early adoption is permitted. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

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

InThe ~~March 2013, the FASB issued~~ guidance onis aapplicable ~~parent~~to ~~company’s~~the ~~accounting~~Company for the ~~cumulative~~interim ~~translation~~and ~~adjustment~~annual reporting ~~upon~~periods ~~derecognition~~beginning ofafter ~~certain~~December 15, ~~subsidiaries~~2016, orwith ~~groups~~early ofadoption ~~assets~~not ~~within a foreign entity~~permitted. The guidance ~~provides~~permits the ~~cumulative~~use ~~translation~~of ~~adjustment~~either ~~should~~a beretrospective ~~released~~or ~~into~~cumulative ~~net~~effect ~~income~~transition ~~only~~method. ifThe ~~the~~Company ~~sale~~has ornot ~~transfer~~yet ~~results~~selected ina ~~the~~transition ~~complete~~method orand ~~substantially~~is currently ~~complete~~evaluating ~~liquidation of~~ the ~~foreign~~impact ~~entity~~of ~~in which~~ the ~~subsidiary~~amended orguidance ~~group of~~on ~~assets~~its ~~had~~consolidated ~~resided,~~condensed ~~or, if a controlling~~ financial ~~interest is no longer held~~statements.

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

~~Reporting~~In ofApril ~~Amounts~~2014, ~~Reclassified~~the ~~Out~~FASB issued guidance on discontinued operations that increased the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of ~~Accumulated~~both ~~Other~~discontinued ~~Comprehensive~~operations ~~Income~~and certain other disposals that do not meet the definition of a discontinued operation.

In February 2013, the FASB issued guidance on reporting of significant items that are reclassified to net income (loss) from accumulated other comprehensive income (loss) and disclosures for items not reclassified to net income (loss). This guidance is applicable to bethe ~~applied~~Company on a prospective basis for interim and annual reporting periods beginning after December 15, ~~2012. The Company adopted the provisions~~ of2014 ~~this~~although ~~guidance~~early ~~effective~~adoption ~~January 1,~~is ~~2013,~~permitted. asThe ~~required.~~Company ~~There~~does ~~was~~not noanticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, ~~apart~~other ~~from~~than ~~disclosure~~disclosures.

~~Disclosures~~Presentation ~~about~~of ~~Offsetting~~an ~~Assets~~Unrecognized ~~and~~Tax ~~Liabilities~~Benefit

In ~~December~~July ~~2011~~2013, the FASB issued guidance on ~~disclosures~~the ~~about~~presentation ~~offsetting~~of ~~and~~an ~~related~~unrecognized ~~arrangements~~tax ~~for~~benefit ~~financial~~as ~~instruments~~a ~~including~~reduction ~~derivatives.~~to ~~This~~a ~~guidance~~deferred ~~requires~~tax ~~disclosure~~asset ofwhen ~~both~~a ~~gross and~~ net ~~information~~operating ~~about~~loss ~~both~~carry ~~instruments~~forward, ~~and~~a ~~transactions~~similar ~~eligible~~tax ~~for~~loss, ~~offset~~or ina ~~the~~tax ~~balance~~credit ~~sheet~~carry ~~and~~forward ~~transactions~~exists ~~subject~~except toin ancertain ~~agreement similar to a master netting agreement~~circumstances. The Company adopted the provisions of this guidance effective January 1, ~~2013~~2014, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance~~, apart from disclosure~~.

InAccounting ~~January~~for ~~2013,~~Cumulative ~~the FASB amended this guidance to reduce the scope of assets and liabilities covered by the disclosure requirements. The Company does not anticipate an impact on the consolidated~~Translation ~~condensed~~Adjustment ~~financial statements resulting from the adoption of this guidance, apart from disclosure.~~

3In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity. ~~Orbitz~~ ~~Worldwide~~The guidance

~~The~~10 Company accounts for its investment of approximately 45% in Orbitz Worldwide under the equity method of accounting and records its share of Orbitz Worldwide’s net income (loss) and other comprehensive income (loss) in its consolidated condensed statement of operations and consolidated condensed statement of comprehensive income, respectively. The Company’s investment in Orbitz Worldwide has been diluted from its investment of approximately 46% to approximately 45% during 2013 primarily as a result of the issuance of shares by Orbitz Worldwide under its equity incentive plan.

10Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

2. Recently Issued Accounting Pronouncements (~~unaudited~~Continued)

~~3. Orbitz~~ provides ~~Worldwide~~the ~~(continued)~~cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held.

AsThis ofguidance ~~September 30,~~is applicable ~~2013~~to ~~and~~the ~~December 31,~~Company ~~2012,~~on ~~the~~a ~~carrying~~prospective ~~value~~basis offor ~~the Company’s~~interim ~~investment~~and inannual ~~Orbitz~~reporting ~~Worldwide~~periods ~~was~~beginning $after December 15, ~~million~~2014 ~~and~~although ~~$0,~~early ~~respectively~~adoption is permitted. The ~~fair~~Company ~~market~~does ~~value~~not ofanticipate ~~the~~an ~~Company’s~~impact ~~investment~~on inthe ~~Orbitz~~consolidated ~~Worldwide~~condensed asfinancial statements ofresulting ~~September 30,~~from ~~2013~~the ~~was~~adoption ~~approximately~~of ~~$469~~this ~~million~~guidance.

~~Presented~~3. ~~below are the summary results of operations for~~ Orbitz Worldwide ~~for the three and nine months ended September 30, 2013 and 2012:~~

(in $ millions)	Three MonthsEndedSeptember 30,2013		Three MonthsEndedSeptember 30,2012		Nine MonthsEndedSeptember 30,2013		Nine MonthsEndedSeptember 30,2012
Net revenue		221		198		650		589
Operating expenses		194		173		603		545
Operating income		27		25		47		44
Interest expense, net		(12)		(9)		(34)		(28)
Loss on extinguishment of debt		—		—		(18)		—
Income (loss) before income taxes		15		16		(5)		16
(Provision for) / benefit from income taxes		(2)		(1)		165		(3)
Net income		13		15		160		13

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

~~During~~As ~~the fourth quarter~~ of ~~2012~~June 30, ~~the~~2014 ~~Company~~and ~~reduced~~December 31, ~~its~~2013, ~~investment in Orbitz Worldwide to $0 because its share of Orbitz Worldwide’s net loss exceeded~~ the carrying value. ~~The Company also discontinued applying the equity method~~ of ~~accounting as~~ the Company’s ~~had~~investment noin ~~commitment~~Orbitz ~~that~~Worldwide was ~~probable~~$10 million toand be$19 ~~incurred~~million, ~~to provide additional funding to Orbitz Worldwide~~respectively. ~~However,~~The infair ~~the~~value ~~first quarter~~ of ~~2013,~~ the Company’s ~~resumed~~investment ~~the~~in ~~equity method of accounting as its share of net income from~~ Orbitz Worldwide ~~exceeded~~as ~~the share~~ of ~~net~~June 30, ~~loss~~2014 ~~not~~was ~~recognized~~approximately ~~during~~$354 ~~the period for which equity accounting was suspended~~million.

InPresented below are the ~~first~~summary ~~quarter~~results of ~~2013,~~operations for Orbitz Worldwide ~~concluded~~for ~~that~~the athree ~~significant~~and ~~portion~~six ofmonths ~~its~~ended ~~US valuation allowance on deferred tax assets was no longer required~~June 30, ~~resulting~~2014 inand ~~the recognition of a benefit from income taxes of $158 million in its consolidated condensed statements of operations.~~ 2013:

The Company recorded earnings of $6 million and $8 million related to its investment in Orbitz Worldwide for the three and nine months ended September 30, 2013, respectively, within the equity in earnings of investment in Orbitz Worldwide on the Company’s consolidated condensed statements of operations. For the three and nine months ended September 30, 2012, the Company recorded earnings of $7 million and $6 million, respectively, within the equity in earnings of investment in Orbitz Worldwide on the Company’s consolidated condensed statements of operations.


(in $ millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net revenue	$	248		$	226		$	458		$	429
Operating expenses		225			203			424			409

Operating income		23			23			34			20
Interest expense, net		(8	)		(13	)		(18	)		(22	)
Loss on early extinguishment of debt		(2	)		(18	)		(2	)		(18	)

Income (loss) before income taxes		13			(8	)		14			(20	)
(Provision for) benefit from income taxes		(6	)		9			(13	)		167

Net income	$	7		$	1		$	1		$	147

~~Net~~The ~~revenue~~Company ~~disclosed~~recorded ~~above~~earnings ~~includes~~(losses) ~~approximately~~of $181 million and $60(3) million ofrelated ~~net~~to ~~revenue~~its ~~earned~~investment byin Orbitz Worldwide ~~through transactions~~for ~~with~~ the ~~Company during the~~ three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, respectively., ~~Net~~within ~~revenue~~the ~~disclosed~~share ~~above~~of ~~includes~~earnings ~~approximately~~(losses) ~~$21~~in ~~million~~equity ~~and~~method ~~$72~~investments ~~million~~in ofthe ~~net~~Company’s ~~revenue~~consolidated ~~earned~~condensed bystatements ~~Orbitz~~of ~~Worldwide~~operations. ~~through~~For ~~transactions with~~ the ~~Company during the~~ three and ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, the Company recorded earnings of $0 and $2 million, respectively, within the share of earnings (losses) in equity method investments in the Company’s consolidated condensed statements of operations.

As11 of September 30, 2013 and December 31, 2012, the Company had balances payable to Orbitz Worldwide of approximately $14 million and $5 million, respectively, which are included on the Company’s consolidated condensed balance sheets within accrued expenses and other current liabilities.

11Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

3. Orbitz Worldwide (~~unaudited~~Continued)

~~4. Other~~In ~~Current~~the ~~Assets~~first quarter of 2013, Orbitz Worldwide concluded that a significant portion of its US valuation allowance on deferred tax assets was no longer required, resulting in a recognition of a benefit from income taxes of $158 million in its consolidated condensed statements of operations.

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

(in $ millions)	September 30,2013		December 31,2012
Restricted cash of subsidiaries		71		56
Sales and use tax receivables		46		48
Prepaid expenses		21		15
Prepaid incentives		21		18
Assets held for sale		16		16
Derivative assets		6		10
Other		19		7
		200		170

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

~~Restricted cash of subsidiaries represents cash held on behalf of clients for a short period of time before being transferred to travel industry partners~~4. AOther ~~compensating~~Current ~~balance~~Assets ~~is held in accrued expenses and other current liabilities as customer prepayments.~~

AsOther ~~of December 31, 2012, the Company reclassified $50 million of “Development advances” (now presented as “Prepaid incentives”), previously included as part of other~~ current assets, ~~to “Customer~~consisted ~~loyalty payments” which form part~~ of: ~~Intangible Assets (see Note 6).~~

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


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

	$	112	$	134

5Restricted cash represents cash held on behalf of clients for a short period of time before being transferred to travel industry partners. ~~Property~~A compensating balance is held in accrued expenses and ~~Equipment,~~other ~~Net~~current liabilities as customer prepayments.

5. Property and ~~equipment~~Equipment, ~~net,~~Net ~~consisted of:~~

	September 30, 2013							December 31, 2012
(in $ millions)	Cost		Accumulateddepreciation			Net		Cost		Accumulateddepreciation			Net
Capitalized software		651		(447	)		204		629		(386	)		243
Computer equipment		282		(159	)		123		274		(138	)		136
Building and leasehold improvements		16		(8	)		8		12		(7	)		5
Construction in progress		70		—			70		32		—			32
		1,019		(614)			405		947		(531	)		416

Property and equipment, net, consisted of:

The Company recorded depreciation expense of $30 million and $36 million during the three months ended September 30, 2013 and 2012, respectively. The Company recorded depreciation expense of $91 million and $108 million during the nine months ended September 30, 2013 and 2012, respectively.


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

	$	1,081	$	(668	)	$	413	$	1,024	$	(596	)	$	428

AsThe ~~of September 30, 2013 and December 31, 2012, the~~ Company ~~had~~recorded ~~net~~depreciation ~~capital~~expense ~~lease assets~~ of $8737 million and $9429 million~~, respectively,~~ ~~included~~during ~~within computer equipment. During~~ the ~~nine~~three months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, ~~the~~respectively. The Company ~~invested~~recorded depreciation expense of $8674 million and $6761 million, ~~respectively,~~during inthe ~~property~~six months ended June 30, 2014 and ~~equipment~~2013, respectively.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

65. ~~Intangible~~Property ~~Assets~~and Equipment, Net (Continued)

~~The~~As ~~changes~~of inJune 30, ~~the~~2014 ~~carrying~~and ~~amount~~December 31, of2013, ~~goodwill~~the ~~and~~Company ~~other~~had ~~intangible~~net capital lease assets of ~~for~~$94 ~~the~~million ~~Company~~and ~~between~~$104 ~~January 1~~million, ~~2013~~ ~~and September 30~~respectively, ~~2013~~included ~~are~~within ascomputer ~~follows:~~equipment.

(in $ millions)	January 1,2013		Additions		Retirements		ForeignExchange		September 30,2013
Non-Amortizable Assets:
Goodwill		986		—		—		—		986
Trademarks and tradenames		314		—		—		—		314
Other Intangible Assets:
Acquired customer relationships		1,129		—		—		—		1,129
Accumulated amortization		(530)		(61)		—		—		(591)
Acquired customer relationships, net		599		(61)		—		—		538
Customer loyalty payments		274		67		(56)		—		285
Accumulated amortization		(156)		(45)		56		—		(145)
Customer loyalty payments, net		118		22		—		—		140
Other intangible assets, net		717		(39)		—		—		678

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

~~The~~6. ~~changes~~Intangible inAssets ~~the carrying amount of goodwill and other intangible assets for the Company between January 1, 2012 and September 30, 2012 are as follows:~~

(in $ millions)	January 1,2012		Additions		Retirements		ForeignExchange		September 30,2012
Non-Amortizable Assets:
Goodwill		986		—		—		—		986
Trademarks and tradenames		314		—		—		—		314
Other Intangible Assets:
Acquired customer relationships		1,129		—		—		—		1,129
Accumulated amortization		(448)		(61)		—		—		(509)
Acquired customer relationships, net		681		(61)		—		—		620
Customer loyalty payments		269		38		(28)		1		280
Accumulated amortization		(140)		(48)		28		—		(160)
Customer loyalty payments, net		129		(10)		—		1		120
Other intangible assets, net		810		(71)		—		1		740

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

The Company paid cash of $60 million and $38 million for customer loyalty payments during the nine months ended September 30, 2013 and 2012, respectively. Further, as of September 30, 2013 and December 31, 2012, the Company had a balance payable of $22 million and $15 million, respectively, for customer loyalty payments (see Note 8).


(in $ millions)	January 1, 2014			Additions			Retirements			Foreign Exchange		June 30, 2014
Non-Amortizable Assets:
Goodwill	$	986		$	14		$	—		$	—	$	1,000
Trademarks and tradenames		314			—			—			—		314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			1		1,130
Accumulated amortization		(610	)		(39	)		—			—		(649	)

Acquired intangible assets, net		519			(39	)		—			1		481

Customer loyalty payments		306			72			(44	)		1		335
Accumulated amortization		(154	)		(37	)		44			—		(147	)

Customer loyalty payments, net		152			35			—			1		188

Other intangible assets, net	$	671		$	(4	)	$	—		$	2	$	669

~~Customer~~The ~~loyalty~~changes ~~payments~~in ~~are~~the ~~payments~~carrying ~~made~~amount ~~to travel agents or travel providers with an objective~~ of ~~increasing~~goodwill ~~the~~and ~~number~~intangible ofassets ~~travel bookings~~for ~~using~~ the Company’s ~~GDS~~between ~~and to improve the travel agents’ or travel providers’ loyalty~~January 1, 2013 ~~which~~and ~~are instrumented through agreements with a term over a year. Under the contractual terms~~June 30, ~~the~~2013 ~~travel agent or travel provider commits to achieve certain economic objectives for the Company. Such costs~~ are ~~specifically~~as ~~identifiable~~follows: ~~to individual contracts with travel agents or travel providers, which have~~


(in $ millions)	January 1, 2013			Additions			Retirements			Foreign Exchange			June 30, 2013
Non-Amortizable Assets:
Goodwill	$	986		$	—		$	—		$	—		$	986
Trademarks and tradenames		314			—			—			—			314
Other Intangible Assets:
Acquired intangible assets		1,129			—			—			—			1,129
Accumulated amortization		(530	)		(40	)		—			—			(570	)

Acquired intangible assets, net		599			(40	)		—			—			559

Customer loyalty payments		274			36			(50	)		(3	)		257
Accumulated amortization		(156	)		(29	)		50			—			(135	)

Customer loyalty payments, net		118			7			—			(3	)		122

Other intangible assets, net	$	717		$	(33	)	$	—		$	(3	)	$	681

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

~~TRAVELPORT~~13 ~~LIMITED~~

NOTESTable TOof THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Contents

~~(unaudited)~~TRAVELPORT LIMITED

6.NOTES ~~Intangible~~TO ~~Assets~~THE ~~(continued)~~CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~determinable~~(unaudited) contractual lives. Due to the contractual nature of the payments, the Company believes that such assets are more appropriately classified as internally developed identifiable intangible assets and, as a result, the Company has presented them within intangible assets with conforming changes to prior periods. As of December 31 2012, the Company included $50 million and $68 million as development advances within other current assets and other non-current assets, respectively, which have been re-classed as other intangible assets to conform to current period presentation.

~~Amortization~~6. ~~expense for acquired customer relationships was $61 million for each of the nine months ended September~~Intangible Assets ~~30,~~(Continued) ~~2013 and 2012 and is included as a component of depreciation and amortization on the Company’s consolidated condensed statements of operations.~~

~~Amortization~~The ~~expense~~Company ~~for~~paid ~~customer~~cash ~~loyalty~~of ~~payments was~~ $45 million and $4836 million for ~~the~~customer ~~nine~~loyalty payments during the six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. Further, as of June 30, 2014 and isDecember 31, ~~included~~2013, ~~within~~the ~~revenue~~Company orhad ~~cost~~balances payable of ~~revenue~~$62 million inand ~~the~~$35 ~~Company’s~~million, ~~consolidated~~respectively, ~~condensed~~for ~~statements~~customer ofloyalty ~~operations.~~payments (see Note 8).

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

	Twelve Months Ending September 30,
(in $ millions)	Acquired CustomerRelationships		Customer LoyaltyPayments
2014		77		53
2015		70		39
2016		54		21
2017		44		13
2018		41		6

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

7. Other Non-Current Assets

Other non-current assets consisted of:

(in $ millions)	~~September~~June 30,~~2013~~2014		December 31,~~2012~~2013
Deferred debt finance costs (see Note 9)		43		74
Deferred financing costs	$	33	$	40
Supplier prepayments		2629		3324
Prepaid incentives		21		20
Pension assets		13		11
Pension assets		5		4
Prepaid incentives		9		22
Derivative assets		104		58
Other		1526		1415
		120		150
	$	114	$	120

As8. ofAccrued ~~December~~Expenses ~~31,~~and ~~2012,~~Other ~~the~~Current ~~Company~~Liabilities reclassified $68 million of “Development advances” (now presented as “Prepaid incentives”), previously included as part of other non-current assets, to “ Customer loyalty payments” which form part of Intangible Assets (see Note 6).

14Accrued expenses and other current liabilities consisted of:


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

	$	555	$	540

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

~~NOTES~~14 ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

(unaudited)Table of Contents

8.TRAVELPORT ~~Accrued~~LIMITED ~~Expenses and Other Current Liabilities~~

~~Accrued~~NOTES ~~expenses~~TO ~~and~~THE ~~other~~CONSOLIDATED ~~current~~CONDENSED ~~liabilities~~FINANCIAL ~~consisted~~STATEMENTS ~~of:~~

(in $ millions)	September 30,2013		December 31,2012
Accrued commissions and incentives		266		211
Accrued interest expense		86		61
Accrued payroll and related		72		71
Customer prepayments		71		56
Deferred revenue		30		29
Accrued sponsor monitoring fees		26		32
Income tax payable		24		24
Pension and post-retirement benefit liabilities		2		2
Derivative contracts		1		4
Other		18		47
		596		537

(unaudited)

~~Included~~9. inLong-Term ~~accrued~~Debt ~~commissions and incentives are $22 million and $15 million at September 30, 2013 and December 31, 2012, respectively, of accrued customer loyalty payments.~~

15Long-term debt consisted of:

(in $ millions)

Interest
rate

Maturity⁽¹⁾

June 30,
2014

December 31,
2013

Secured debt

Senior Secured Credit Agreement

Revolver borrowings

Dollar denominated⁽²⁾

L+4¹⁄₄%

June 2018

—

Term loans

Dollar denominated⁽²⁾

L+5%

June 2019

1,519

1,525

Second Lien Credit Agreement

Tranche 1 dollar denominated term loan⁽³⁾

L+8%

January 2016

647

644

Tranche 2 dollar denominated term loan⁽⁴⁾

8³⁄₈%

December 2016

239

234

Unsecured debt

Senior Notes

Dollar denominated notes⁽⁵⁾

13⁷⁄₈%

March 2016

370

411

Dollar denominated floating rate notes⁽⁶⁾

L+8⁵⁄₈%

March 2016

177

188

Senior Subordinated Notes

Dollar denominated notes

11⁷⁄₈%

September 2016

159

272

Euro denominated notes

10⁷⁄₈%

September 2016

192

Capital leases

107

Total debt

3,256

3,573

Less: current portion

Long-term debt

3,210

3,528

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

~~NOTES~~(2) TOMinimum ~~THE~~LIBOR ~~CONSOLIDATED~~floor ~~CONDENSED~~of ~~FINANCIAL STATEMENTS~~ 1.25%

(~~unaudited~~3) Minimum LIBOR floor of 1.5%

~~9. Long~~(4) Cash interest of 4% and payment-~~Term~~in-kind ~~Debt~~interest of 4.375%

~~Long-term~~(5) ~~debt~~Cash ~~consisted~~interest of: 11.375% and payment-in-kind interest of 2.5%

(in $ millions)	Maturity (1)	September 30,2013		December 31,2012
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated			—		20
Term loans
Dollar denominated	June 2019		1,528		—
Dollar denominated	August 2015		—		1,064
Euro denominated	August 2015		—		284
“Tranche S”	August 2015		—		137
2012 Secured Credit Agreement
Dollar denominated term loan	November 2015		—		171
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan	January 2016		642		—
Tranche 2 dollar denominated term loan	December 2016		229		—
Second Priority Secured Notes
Dollar denominated floating rate notes	December 2016		—		225
Unsecured debt
Senior Notes
Dollar denominated floating rate notes	September 2014		—		122
Euro denominated floating rate notes	September 2014		—		201
97/8% Dollar denominated notes	September 2014		—		429
9% Dollar denominated notes	March 2016		—		250
137/8% Dollar denominated notes	March 2016		406		—
Dollar denominated floating rate notes	March 2016		186		—
Senior Subordinated Notes
117/8% Dollar denominated notes	September 2016		25		—
117/8% Dollar denominated notes	September 2016		247		247
107/8% Euro denominated notes	September 2016		189		184
Capital leases			91		96
Total debt			3,543		3,430
Less: current portion			38		38
Long-term debt			3,505		3,392

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

In March 2014, Travelport Worldwide Limited (1“Travelport Worldwide”), ~~The~~the ~~term~~Company’s ~~loans~~indirect ~~maturing~~parent incompany, ~~June~~acquired ~~2019~~$43 million of dollar denominated senior subordinated notes and ~~the~~$92 ~~revolver~~million ~~availability~~(€67 ~~through~~million) ~~June~~of ~~2018~~euro ~~are~~denominated ~~subject~~senior tosubordinated anotes of ~~reduction~~the Company in ~~maturity~~exchange tofor ~~November~~its ~~2015,~~common ~~December~~shares. ~~2015,~~Travelport ~~June~~Worldwide ~~2016~~contributed orthese ~~September~~senior ~~2016~~subordinated ifnotes to the Company, iswhich ~~unable~~the toCompany ~~repay~~subsequently orcancelled. ~~refinance~~The ~~its~~Company ~~outstanding~~recorded this transaction as extinguishment of debt ~~under~~and recognized ~~the~~a ~~Second~~loss ~~Lien~~of ~~Credit~~$5 ~~Agreement~~million orin its ~~unsecured~~consolidated ~~debt~~condensed ~~prior~~statements toof ~~their~~operations ~~maturity~~for ~~dates~~the six months ended June 30, 2014.

In June ~~April 2013~~2014, ~~the~~Travelport ~~Company~~Worldwide ~~completed~~acquired an ~~exchange~~additional ~~offer~~$70 ~~for~~million ~~substantially all~~ of ~~its existing senior notes due in September 2014 and March 2016, including the~~ dollar denominated ~~floating~~senior ~~rates~~subordinated notes ~~due 2014~~, ~~euro~~$52 ~~denominated~~million ~~floating~~(€39 ~~rate~~million) ~~notes~~of ~~due~~euro ~~2014, 9.875% dollar~~ denominated ~~notes~~senior ~~due~~subordinated ~~2014 and 9% dollar denominated~~ notes ~~due 2016~~, ~~for approximately~~ $~~406~~47 million of ~~new~~dollar ~~13.875% senior~~denominated fixed rate senior notes ~~due~~and ~~March 2016,~~$13 ~~bearing~~million ~~cash interest~~ of ~~11.375%~~dollar ~~and~~denominated ~~2.5%~~floating ofrate ~~interest~~senior ~~payable~~notes asof ~~payment-in-kind~~the ~~interest, and~~

1615

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt (~~continued~~Continued)

~~approximately~~Company ~~$185~~in ~~million~~exchange offor ~~new~~its ~~senior~~common ~~floating~~shares. ~~rate~~Travelport ~~notes~~Worldwide ~~due~~contributed ~~March~~these ~~2016~~senior ~~(together~~notes ~~with~~and ~~the new~~ senior ~~fixed~~subordinated ~~rate~~ notes, to the ~~“Senior Notes”)~~Company, ~~bearing~~which ~~cash~~the ~~interest~~Company ofsubsequently ~~LIBOR plus 6~~cancelled.~~125%~~ ~~and~~The ~~2.5%~~Company recorded ofthis ~~interest~~transaction ~~payable~~ as ~~payment-in-kind~~extinguishment ~~interest~~of ~~(the~~debt ~~“Senior~~and ~~Notes~~recognized ~~Exchange~~a ~~Offers”).~~loss ~~In connection with the Senior Notes Exchange Offers, the holders~~ of ~~the~~$9 ~~new~~million ~~Senior~~in ~~Notes~~its ~~provided~~consolidated acondensed ~~waiver~~statements ~~and release~~ of ~~all~~operations ~~claims asserted~~for ~~related to~~ the ~~Company’s~~six ~~refinancing~~months inended ~~2011~~June 30, 2014. ~~To facilitate the transactions:~~

•On ~~The~~June ~~Company entered into a new second lien secured credit agreement (“Second Lien Credit Agreement”) and issued $630 million of Tranche 1 second priority secured loans~~27, ~~at a discount of 1%~~2014, ~~due~~Travelport ~~January~~Worldwide ~~2016~~launched ~~(the~~an ~~“Tranche~~offer ~~1 Loans”). The cash proceeds were used~~ to ~~(i)~~exchange ~~repay $175 million of indebtedness outstanding under~~ the ~~credit~~senior ~~agreement~~notes ~~dated as of May 8, 2012 (the “2012 Secured Credit Agreement”), (ii) repay in cash $393 million as part of the Senior Notes Exchange Offers,~~ and ~~(iii)~~senior ~~pay~~subordinated ~~consent~~notes ~~fees~~issued inby ~~connection with~~ the Company’s ~~Senior~~subsidiaries ~~Notes~~into ~~Exchange~~its ~~Offers~~common ~~and consent solicitations~~shares. ~~The~~As ~~Tranche 1 Loans bear cash interest~~ of ~~LIBOR~~July ~~plus 8%~~25, ~~with a minimum LIBOR floor of 1.5%. During May 2013~~2014, ~~the~~approximately ~~Company further borrowed~~ $15164 million ~~under~~in ~~the~~aggregate ~~Second~~principal ~~Lien~~amount ~~Credit~~of ~~Agreement to redeem the outstanding senior~~ notes ~~held~~were bytendered ~~holders~~and ~~who~~accepted ~~did not participate~~ in ~~the~~exchange ~~Senior~~for ~~Notes~~approximately ~~Exchange~~102 ~~Offers.~~million ~~Tranche~~common 1shares ~~Loans~~of ~~are~~Travelport ~~subject~~Worldwide, to at a 2%value ~~repayment fee, which is accreted as interest expense over the term~~ of ~~the loans~~$1.64 ~~During~~per ~~the~~common ~~nine months ended September 30, 2013, $2 million was accreted into the outstanding loan amount~~share.

•On ~~The~~July ~~Company~~11, ~~completed~~2014, Travelport Worldwide entered into an ~~exchange~~agreement ~~offer~~with ~~for~~certain ~~its~~term ~~existing~~loan ~~Second~~lenders ~~Priority~~to exchange ~~Secured~~approximately ~~Notes~~58 ~~due~~million ~~December~~of ~~2016~~its ~~for~~common anshares, ~~equal~~at ~~principal~~a ~~amount~~value of ~~new~~$1.64 ~~term~~per ~~loans~~common ~~under~~share, ~~the~~for ~~Second~~approximately ~~Lien~~$91 ~~Credit~~million ~~Agreement~~of ~~due~~first ~~December~~lien ~~2016~~and ~~(the~~second ~~“Tranche~~lien 2term ~~Loans”).~~loans ~~The~~under ~~Tranche~~Travelport 2LLC’s ~~Loans~~(the ~~bear~~Company’s ~~interest~~wholly-owned ofsubsidiary) ~~8.375%~~sixth amended ~~(cash~~and ~~interest~~restated ofcredit 4%agreement and ~~payment-in-kind~~second ~~interest~~lien ofcredit 4agreement.~~375%).~~

•Based ~~The~~on ~~Company~~the ~~paid~~results aof ~~consent~~the ~~fee~~exchange tooffers ~~holders~~and ofthe term loan exchange through the ~~Company’s~~date ~~Senior~~of ~~Subordinated~~this ~~Notes~~Quarterly inReport ~~exchange~~on ~~for~~Form a10-Q, ~~waiver~~Travelport ~~and~~Worldwide ~~release~~exchanged approximately 360.5 million of ~~all~~its ~~claims~~common ~~asserted~~shares infor ~~connection~~approximately ~~with~~$571 ~~the~~million ~~Company’s~~principal ~~refinancing~~amount inof ~~2011~~total debt of the Company, and ~~amended~~as ~~certain~~such ~~restrictive~~debt ~~covenants~~was canceled ~~under~~by the ~~indentures~~Company’s ~~for~~subsidiaries ~~the~~after ~~Senior~~such ~~Subordinated~~debt ~~Notes~~was contributed to the Company.

• The Company’s ~~direct~~also ~~parent~~repaid ~~holding~~$312 ~~company,~~million ~~Travelport Holdings Limited (“Travelport Holdings”), acquired all~~ of ~~its~~first lien ~~outstanding~~term ~~Extended~~loans ~~Tranche~~from Athe ~~Loans~~proceeds inreceived ~~exchange~~from ~~for~~the ~~(i)~~sale ~~approximately 43.3%~~ of ~~the~~shares ~~equity~~ of ~~Travelport~~Orbitz Worldwide ~~Limited~~ (~~“Worldwide”),~~see aNote ~~parent~~14—Subsequent ~~company indirectly owning 100% of the Company, and (ii~~Events) ~~$25 million of newly issued 11~~.~~875%~~ ~~Senior Subordinated Notes of the Company due September 2016, and acquired all of its outstanding Extended Tranche B Loans in exchange for approximately 34.6% of the equity of Worldwide.~~

InDuring ~~June 2013,~~ the six ~~Company~~months ~~amended~~ended ~~and~~June 30, ~~restated~~2014, ~~its Senior Secured Credit Agreement (~~the ~~“Sixth~~Company ~~Amended and Restated Credit Agreement”) which, among other things,~~ (i) ~~refinanced~~repaid ~~in full the outstanding term loans, revolver borrowings and other commitments with the proceeds of a new~~ $~~1,554~~8 million ~~term~~as ~~loan~~its ~~facility~~quarterly ~~issued~~repayment ~~at a discount~~ of ~~1.5%~~term ~~with~~loans, ~~a maturity date of June 2019 and an initial interest rate equal to LIBOR plus 5%~~ (~~with a minimum LIBOR floor of 1.25%); (~~ii) ~~provides~~accreted ~~for a new~~ $~~120~~2 million ~~super~~as ~~priority revolving credit facility with a maturity date of June 2018 and an initial~~ interest ~~rate~~expense ~~equal~~towards tothe ~~LIBOR~~repayment ~~plus~~fee ~~4.25%~~on ~~(with~~the asecond ~~minimum~~lien ~~LIBOR~~Tranche ~~floor of~~ 1~~.25%);~~ loans, (iii) ~~provides~~amortized ~~for incremental term loan facilities subject to a~~ $3.1 tomillion ~~1.0~~as ~~first~~discount ~~lien~~on ~~leverage~~term ~~ratio~~loans, ~~test;~~ (iv) ~~amended~~capitalized ~~the~~$13 ~~definition~~million ofrelated ~~Consolidated EBITDA~~ to ~~add~~payment-in-kind ~~back~~interest ~~amortization~~into ~~of customer loyalty payments; and (v) amended certain financial covenants, including~~ the ~~total leverage ratio, the~~ senior ~~secured~~notes ~~leverage ratio, the minimum liquidity ratio~~ and ~~limitations~~second onlien ~~indebtedness,~~Tranche ~~investments and~~2 ~~restricted~~dollar ~~payments.~~denominated ~~The Company is required to repay the~~ term loans inand ~~quarterly installments equal to 1%~~(v) ~~per~~repaid ~~annum of the original funded principal amount of~~ $~~1,554~~15 million ~~(adjusted~~under ~~for any subsequent prepayments), commencing September~~its ~~2013.~~capital ~~During~~lease ~~the~~obligations ~~nine~~and ~~months~~entered ~~ended~~into ~~September 30, 2013, the Company repaid~~ $4 6 million asof ~~its~~new ~~first~~capital ~~quarterly~~leases ~~repayment,~~for ~~and~~information $2technology ~~million of discount was amortized~~assets.

17The Company has a $120 million revolving credit facility with a consortium of banks under its senior secured credit agreement. During the six months ended June 30, 2014, the Company borrowed $50 million under this facility and repaid $50 million. As of June 30, 2014, the Company had no outstanding balance under its revolving credit facility with $120 million of remaining borrowing capacity under this facility.

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

~~TRAVELPORT~~16 ~~LIMITED~~

NOTESTable TOof THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Contents

~~(unaudited)~~TRAVELPORT LIMITED

~~9. Long-Term~~NOTES ~~Debt~~TO ~~(continued)~~THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~In June 2013, the Company amended its Second Lien Credit Agreement to amend the definitions of~~ (iunaudited) ~~Consolidated~~ ~~EBITDA; (ii) total leverage ratio and senior secured leverage ratio; and (iii) certain other definitions to conform to the amendments in Sixth Amended and Restated Credit Agreement.~~

As9. ~~a result of the above comprehensive refinancings during the nine months ended September~~Long-Term Debt ~~30,~~(Continued) 2013, the Company recognized a loss on extinguishment of debt of $49 million, which comprised of $39 million of written-off of unamortized debt finance costs, $5 million of unamortized debt discount written-off and $5 million of early repayment penalty.

~~Pursuant~~Debt toMaturities ~~the Sixth Amended and Restated Secured Credit Agreement, the Company’s total revolving credit facility is $120 million all of which remains undrawn as of September 30, 2013.~~

~~During~~Aggregate ~~the~~maturities ~~nine~~of ~~months~~debt ~~ended~~as ~~September~~of June 30, ~~2013,~~2014 ~~the~~are ~~Company borrowed~~as ~~$53~~follows ~~million~~(see ~~and~~Note ~~repaid~~14—Subsequent ~~$73 million~~Events): ~~under its revolving credit facility.~~

As a result of the Company’s Sixth Amended and Restated Credit Agreement, the $13 million of synthetic letter of credit facility was terminated. Further, the $133 million of letter of credit facility, which was collateralized by $137 million of restricted cash funded from Tranche S loans, was also terminated and replaced with a new $137 million cash collateralized letter of credit facility, maturing in June 2018. The terms under the new letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit. As of September 30, 2013, $62 million of letters of credit were outstanding under the terms of the new facility, against which the Company had provided $64 million as cash collateral, and the Company had $75 million of remaining capacity under its letters of credit facility.


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

	$	3,256

~~Pursuant~~(1) toThe ~~its~~term ~~separation~~loans ~~agreement~~maturing ~~with~~in ~~Orbitz Worldwide,~~June ~~the~~2019 ~~Company~~and ~~was~~the ~~committed~~revolver toavailability ~~provide~~through upJune to2018 ~~$75~~are ~~million~~subject ofto ~~letters~~a ofreduction ~~credit~~in onmaturity ~~behalf of Orbitz Worldwide. However, subsequent~~ to ~~April 15,~~November ~~2013~~2015, ~~the~~December ~~date on which the Company completed its comprehensive refinancing~~2015, ~~the~~June ~~Company~~2016 ~~and Orbitz~~or ~~Worldwide~~September ~~ceased~~2016 toif ~~be controlled by affiliates of Blackstone, and~~ the Company is nounable ~~longer obligated~~ to ~~maintain~~repay or ~~issue~~refinance ~~new~~its ~~letters~~outstanding ofdebt ~~credit~~under onthe ~~behalf~~second oflien ~~Orbitz Worldwide. As of September 30, 2013, there were no significant letters of~~ credit ~~issued~~agreement byor ~~the~~its ~~Company~~unsecured ondebt ~~behalf~~prior ofto ~~Orbitz~~their ~~Worldwide,~~maturity ~~and~~dates. ~~substantially~~(see ~~all~~Note of14—Subsequent ~~the previously issued letters of credit were cancelled.~~ Events)

~~During~~(2) ~~the~~The ~~nine~~above ~~months~~table ~~ended~~excludes ~~September 30,~~(i) ~~2013,~~ $656 million of payment-in-kind interest ~~was~~and ~~capitalized~~$7 ~~into~~million of repayment fees for the ~~Second~~term ~~Priority~~loans ~~Secured~~under ~~Notes~~the ~~and~~second ~~Senior~~lien ~~Notes.~~credit Inagreement ~~addition~~and senior notes, of which $105 million of payment-in-kind interest ~~was~~has been accrued ~~for the Senior Notes and Tranche 2 Loans and included~~ within other non-current liabilities onas ~~the~~of ~~Company’s~~June ~~consolidated~~30, ~~condensed~~2014 ~~balance~~and ~~sheets.~~(ii) ~~The Company repaid~~ $1423 million ~~under its capital lease obligations, terminated $1 million~~ of ~~capital~~debt ~~leases~~discount ~~and~~on ~~entered~~term ~~into~~loans ~~$10~~under ~~million~~the ofsenior ~~new~~secured ~~capital~~credit ~~leases~~agreement ~~for~~and ~~information~~second ~~technology~~lien ~~assets.~~credit agreement.

~~Foreign~~10. ~~exchange~~Financial ~~fluctuations~~Instruments ~~resulted in a $6 million increase in the principal amount of euro denominated loans during the nine months ended September 30, 2013.~~

18The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes. During the six months ended June 30, 2014, there was no material change in the Company’s interest rate and foreign currency risk management policies or in its fair value methodology except as set out below.

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

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

~~NOTES~~17 ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

(unaudited)Table of Contents

~~9. Long-Term~~TRAVELPORT ~~Debt~~LIMITED ~~(continued)~~

~~Debt~~NOTES ~~Maturities~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~Aggregate~~(unaudited) ~~maturities of debt are as follows:~~

(in $ millions)	Twelve Months EndingSeptember 30, (2)
2014		38
2015		37
2016		1,728
2017		259
2018		21
Thereafter (1)		1,460
		3,543

10. Financial Instruments (Continued)

~~(1)~~Presented ~~The~~below ~~term~~is ~~loans~~a ~~maturing~~summary inof ~~June 2019 and~~ the ~~revolver~~fair ~~availability~~value ~~through~~of ~~June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if~~ the Company’s isderivative ~~unable~~contracts recorded toon ~~repay or refinance its outstanding debt under~~ the ~~Second~~consolidated ~~Lien~~condensed ~~Credit~~balance ~~Agreement~~sheets orat ~~its~~fair ~~unsecured debt prior to their maturity dates~~value.

(2) The above table excludes (i) $83 million of payment-in-kind interest and repayment fees that will be accrued over the term of the Tranche 2 Loans and Senior Notes and (ii) $28 million of debt discount on term loans under the Sixth Amendment and Restated Credit Agreement and Second Lien Credit Agreement.


	Balance Sheet Location	Fair Value Asset				Balance Sheet Location	Fair Value (Liability)
(in $ millions)	Balance Sheet Location	June 30, 2014		December 31, 2013		Balance Sheet Location	June 30, 2014		December 31, 2013
Derivatives designated as hedging instruments:
Interest rate caps	Other non-current assets	$	—	$	8	Other non-current liabilities	$	—	$	—

Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets		1		3	Accrued expenses and other current liabilities		—		(1	)
Interest rate caps	Other non-current assets		4		—	Accrued expenses and other current liabilities		—		—

Total fair value of derivative assets (liabilities)		$	5	$	11		$	—	$	(1	)

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

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 Company’s consolidated condensed statements of operations. The movement in deferred financing costs is summarized below:


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

(in $ millions)	Nine Months EndedSeptember 30, 2013
Balance as of January 1		74
Capitalization of debt finance costs		29
Amortization		(21)
Written-off as loss on extinguishment		(39)
Balance as of September 30		43

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

~~During~~The ~~the~~following ~~nine~~table ~~months~~provides ~~ended~~a ~~September 30,~~reconciliation ~~2013, the Company also incurred $21 million~~ of ~~debt finance costs and $5 million of early repayment penalty on term loans under~~ the ~~2012 Secured Credit Agreement which were recorded directly~~ movement in the ~~Company’s~~net ~~consolidated~~carrying ~~condensed~~amount ~~statement~~ of ~~operations~~derivative infinancial ~~connection~~instruments, ~~with~~during the ~~refinancing~~six inmonths ~~the second~~ended ~~quarter~~June 30, ~~of 2013~~2014.


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

Net derivative asset (liability) as of June 30	$	5		$	(4	)

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

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

~~NOTES~~18 ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

(unaudited)Table of Contents

~~10. Financial~~TRAVELPORT ~~Instruments~~LIMITED

~~The~~NOTES ~~Company~~TO ~~uses~~THE ~~derivative~~CONSOLIDATED ~~financial~~CONDENSED ~~instruments~~FINANCIAL asSTATEMENTS part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes. During the nine months ended September 30, 2013, there has been no material change in the Company’s interest rate and foreign currency risk management policies or in its fair value methodology, except as mentioned below.

In August 2013, the Company’s interest rate swap derivative contracts expired and it entered into interest rate cap derivative contracts to cap the USLIBOR rate at 1.5%. The purpose of these contracts is to hedge the risk of an increase in interest costs on the Company’s floating rate debt due to an increase in USLIBOR rates. The Company has designated these interest rate cap derivative contracts as accounting cash flow hedges and records the effective portion of changes in fair value of these derivative contracts as a component of other comprehensive income (~~loss~~unaudited) ~~with the ineffective portion recognized in earnings in the consolidated condensed statements of operations.~~

~~Further,~~10. ~~with the comprehensive refinancing during the second quarter of 2013 and the repayment of euro denominated debt, the~~Financial ~~Company~~Instruments (Continued) ~~has lower foreign exchange risk related to its euro denominated debt compared to prior periods.~~

~~As of~~ ~~September 30,~~has ~~2013,~~categorized ~~the~~derivative ~~Company~~fair ~~had~~valuations aat ~~net~~Level ~~asset~~2 ~~position~~ of ~~$15~~the ~~million~~fair ~~related~~value tohierarchy. ~~derivative~~A ~~financial~~10% ~~instruments~~change ~~associated~~in ~~with~~the ~~its~~significant ~~euro~~unobservable ~~denominated~~inputs orwill ~~floating~~not ~~rate~~have ~~debt,~~a ~~its~~material ~~foreign~~impact ~~currency~~on ~~denominated~~the ~~receivables~~fair ~~and~~value ~~payables,~~of ~~and~~the ~~forecasted~~derivative ~~earnings~~financial ofinstruments ~~its~~as ~~foreign~~of ~~subsidiaries~~June 30, 2014.

~~Presented~~The table below ispresents athe ~~summary~~impact of ~~the~~changes in fair ~~value~~values of ~~the Company’s~~derivatives ~~derivative~~on ~~contracts~~accumulated ~~recorded~~other comprehensive income (loss) and on net income (loss) during the ~~consolidated~~three ~~condensed~~and ~~balance~~six ~~sheets~~months atended ~~fair~~June 30, ~~value.~~2014:

			Fair Value Asset(Liability)									Fair Value Asset(Liability)
	Amount of Gain (Loss)Recognizedin OtherComprehensiveIncome (Loss)													Location of Gain (Loss)Recorded in Income (Loss)		Amount of Gain (Loss)RecordedNet Income (Loss)
(in $ millions)	Balance Sheet Location		September 30,2013				December 31,2012				Balance Sheet Location	September 30,2013		December 31,2012
	Three MonthsEnded June 30,								Six MonthsEnded June 30,							Three MonthsEnded June 30,						Six MonthsEnded June 30,
Derivatives designated as hedging instruments:
(in $ millions)	2014				2013				2014			2013				2014			2013			2014			2013
Interest rate caps	Other non-current assets			10				—			Other non-current liabilities		—		—
Derivatives designated as hedging instruments:
Derivatives not designated as hedging instruments:
Interest rate caps	$	5			$	—			$	4		$	—	Interest expense, net		$	—		$	—		$	—		$	—
Interest rate swaps	Other current assets			—				—			Accrued expenses and other current liabilities		—		(3)
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets			6				10			Accrued expenses and other current liabilities		(1)		(1)
Interest rate swaps		N/A				N/A				N/A			N/A	Interest expense, net			(8	)		(2	)		(8	)		(3	)
Foreign currency contracts	~~Other non-current assets~~	N/A		—		N/A		5		N/A	~~Other non-current liabilities~~		—N/A	Selling, general and administrative	—		—			3			2			(11	)
Total fair value of derivative assets (liabilities)				16				15					(1)		(4)
																$	(8	)	$	1		$	(6	)	$	(14	)

AsThe oftable ~~September 30,~~above ~~2013,~~includes ~~the~~unrealized ~~notional~~gain ~~amounts~~on offoreign ~~the~~currency ~~above~~ derivative contracts ~~were~~of as$1 ~~follows:~~million and $2 million for the three and six months ended June 30, 2014, respectively.

(in $ millions)	Amount
Interest rate caps		2,330
Foreign currency options		215
Foreign currency forwards		195

Fair Value Disclosures for All Financial Instruments

20The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying value of cash held as collateral approximates to its fair value.

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

TRAVELPORT LIMITED


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

~~NOTES~~The TOfair ~~THE~~value ~~CONSOLIDATED~~of ~~CONDENSED~~the ~~FINANCIAL~~Company’s ~~STATEMENTS~~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.

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

~~10. Financial~~19 ~~Instruments (continued)~~

TheTable interestof rate cap derivative contracts cover transactions for periods that do not exceed four years. All other contracts cover transactions for periods that do not exceed one year. Contents

~~The~~TRAVELPORT ~~following~~LIMITED ~~table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments.~~

(in $ millions)	Nine Months EndedSeptember 30, 2013
Net derivative asset as of January 1		11
Loss for the period included in net loss		(7)
Loss for the period included in other comprehensive income (loss)		(2)
Premium paid for interest rate cap derivative contracts		12
Proceeds from settlement of foreign exchange derivative contracts hedging debt instruments, net		(2)
Settlement of foreign exchange derivative contracts and interest rate swaps, net		7
Termination of foreign currency derivative contracts (settlement pending)		(4)
Net derivative asset as of September 30		15

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~During~~(unaudited) the nine months ended September 30, 2013, the Company paid $7 million in relation to certain foreign currency derivative contracts which were terminated in 2012 and included within accrued expenses and other current liabilities as at December 31, 2012.

~~The~~11. Commitments ~~significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 3%~~ and aContingencies recovery rate of 20%, which are applied to the Company’s credit default swap adjustments. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivate instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy.

APurchase ~~10%~~Commitments ~~change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of September 30, 2013.~~

21In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2014, the Company had approximately $108 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $48 million relates to the twelve months ending June 30, 2015. These purchase obligations extend through 2017.

~~Table~~Contingencies ~~of Contents~~

~~TRAVELPORT~~Company ~~LIMITED~~Litigation

~~NOTES~~The TOCompany ~~THE~~is ~~CONSOLIDATED~~involved ~~CONDENSED~~in ~~FINANCIAL~~various ~~STATEMENTS~~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.

~~(unaudited)~~Standard Guarantees/Indemnification

10In 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) ~~Financial~~purchases, ~~Instruments~~sales or outsourcing of assets or businesses, (~~continued~~ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

~~The table below presents the impact of changes in fair value of derivatives on income (loss) during the period~~12. Equity

	Amount of Gain (Loss) Recognizedin Other Comprehensive Income (Loss)											Amount of Gain (Loss)Recorded Net Income (Loss)
	Three MonthsEndedSeptember 30,					Nine MonthsEndedSeptember 30,					Location of Gain (Loss)Recorded in Income (Loss)	Three MonthsEndedSeptember 30,					Nine MonthsEndedSeptember 30,
(in $ millions)	2013			2012		2013			2012			2013		2012			2013			2012
Derivatives designated as hedging instruments:
Interest rate caps		(2	)		—		(2	)		—	Interest expense, net		—		—			—			—
Derivatives not designated as hedging instruments:
Interest rate swaps											Interest expense, net		—		(2	)		(3	)		(3	)
Foreign currency contracts											Selling, general and administrative		7		3			(4	)		(8	)
													7		1			(7	)		(11	)

Contribution from a Parent Company

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

~~The~~20 carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying value of cash held as collateral approximates to its fair value.

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

			September 30, 2013						December 31, 2012
(in $ millions)	Fair ValueHierarchy		CarryingAmount			Fair Value			CarryingAmount			Fair Value
Asset (liability)
Investment in Orbitz Worldwide		Level 1		15			469			—			133
Derivative assets		Level 2		16			16			15			15
Derivative liabilities		Level 2		(1	)		(1	)		(4	)		(4	)
Total debt		Level 2		(3,543	)		(3,614	)		(3,430	)		(2,899	)

TRAVELPORT LIMITED

22NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~Table~~(unaudited) ~~of Contents~~

~~TRAVELPORT~~12. Equity (Continued) ~~LIMITED~~

~~NOTES~~Purchase TOof ~~THE~~Non-Controlling ~~CONSOLIDATED~~Interest ~~CONDENSED~~in ~~FINANCIAL~~a ~~STATEMENTS~~Subsidiary

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

1113. ~~Commitments~~Equity-Based ~~and~~Compensation ~~Contingencies~~

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

In May 2014, the ~~ordinary~~Company ~~course~~communicated ofperformance ~~business,~~targets for the ~~Company~~performance-based ~~makes~~RSUs ~~various~~and ~~commitments~~stock tooptions ~~purchase~~under ~~goods~~the ~~and~~2013 ~~services~~Equity ~~from~~Plan. ~~specific~~Also ~~suppliers~~in May 2014, ~~including~~the ~~those~~Company ~~related~~made a grant of time-based RSUs to ~~capital~~certain ~~expenditures~~employees. AsConsequently, 23.3 million of ~~September~~RSUs and 2 ~~30,~~million of stock options were considered as granted for accounting purposes. The RSUs and stock options vest in April 2015 ~~2013~~and April 2016, respectively, if the ~~Company~~performance ~~had~~conditions ~~approximately~~are ~~$132~~met ~~million~~and ofthe ~~outstanding~~participants ~~purchase~~remain ~~commitments,~~in ~~primarily~~employment ~~relating~~until tothen. ~~service~~Under ~~contracts~~the ~~for~~terms ~~information~~of ~~technology~~the grant of the RSUs, vesting of ~~which~~a ~~$46~~substantial ~~million~~portion ~~relates~~of tothe time-based RSUs accelerates upon the completion ~~twelve~~of ~~months~~the ~~ending~~proposed ~~September 30,~~initial ~~2014.~~public ~~These purchase~~offering ~~obligations~~by ~~extend~~Travelport ~~through~~Worldwide ~~2017~~or its wholly-owned subsidiary.

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

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 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.


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

Balance as of June 30, 2014		11.2		$	0.61		53.6		$	0.90		4.0	$	0.61

On(1) ~~March 12,~~The ~~2013,~~Company ~~the~~completed ~~Company~~net ~~entered~~share ~~into~~settlements afor ~~settlement~~3.7 ~~agreement~~million toshares ~~resolve~~in ~~its~~Travelport ~~outstanding~~Worldwide ~~litigation~~in connection with ~~American~~employee ~~Airlines~~taxable ~~and~~income ~~entered~~created ~~into~~upon aissuance ~~new~~of ~~long-term~~shares. ~~distribution~~The ~~agreement.~~Company ~~This settlement~~agreed ~~was~~to ~~approved~~pay bythese taxes on behalf of the ~~court~~employees ~~overseeing~~in return for the ~~American~~employees ~~Airlines~~returning ~~bankruptcy~~an ~~proceedings~~equivalent onvalue ~~April 23,~~of ~~2013~~shares.

~~In connection~~The ~~with~~fair ~~the~~values ~~completion~~ of ~~the~~employee ~~Company’s~~options granted ~~comprehensive~~in ~~refinancing,~~June on2014 ~~April 15,~~have ~~2013,~~been ~~the~~estimated ~~holders~~as of the ~~Company’s~~date Senior Notes and Senior Subordinated Notes agreed to waive and release all claims asserted and related to the Company’s 2011 debt restructuring. On April 16, 2013, the U.S. District Court for the Southern District of NYgrant ~~dismissed~~using ~~all claims and counterclaims relating to~~ the ~~litigation~~following ~~with~~weighted-average ~~prejudice.~~assumptions:

Standard Guarantees/Indemnification


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

In21 the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability. With

23Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

13. Equity-Based Compensation (~~unaudited~~Continued)

11The weighted-average exercise price of options granted in June 2014 was $0.75 per option, with the remaining weighted average expected term as of June ~~Commitments~~30, ~~and~~2014 ~~Contingencies~~of ~~(continued)~~3 years. None of the stock options have vested or have become exercisable as of June 30, 2014.

~~respect~~Compensation expense for the six months ended June 30, 2014 and 2013 resulted in a credit to ~~certain~~equity ofon the ~~aforementioned~~Company’s ~~guarantees~~consolidated condensed balance sheets of $9 million and $2 million, ~~such~~respectively, aswhich ~~indemnifications~~was offset by a decrease of ~~landlords~~approximately ~~against~~$5 ~~third-party~~million ~~claims~~and ~~for~~$0, respectively, due to net share settlements as the ~~use~~cash payment of ~~real~~the ~~estate~~taxes ~~property~~was ~~leased~~effectively bya ~~the~~repurchase of previously granted equity awards. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of June 30, 2014 will be approximately $44 million based on the ~~Company~~fair ~~maintains~~value ~~insurance~~of ~~coverage~~the ~~that~~RSUs ~~mitigates~~and ~~any~~the ~~potential~~stock ~~payments~~options toon bethe ~~made~~grant date.

1214. ~~Equity~~Subsequent Events

~~Distributions~~Debt toRefinancing ~~Parent~~

On ~~April 15~~August 1, ~~2013~~2014, asthe ~~part~~Company ofannounced the ~~comprehensive~~launch of a debt refinancing transaction seeking commitments from lenders (i) under a new senior secured credit agreement for an aggregate principal amount of $2,400 million, and the Company ~~issued~~currently expects the new senior secured credit facility to be comprised of (a) a single tranche of term loans of $252,300 million maturing in 2021 and (b) a revolving credit facility of ~~11.875%~~$100 ~~Senior~~million ~~Subordinated~~(which ~~Notes~~may ~~due~~be ~~September~~increased) ~~2016~~maturing in ~~exchange~~2019 ~~for~~ and as(ii) ~~part~~under ~~settlement~~a ofsenior ~~Tranche~~unsecured ~~A Loans~~bridge loan facility in an aggregate principal amount of ~~Travelport~~$500 ~~Holdings~~million. InThe ~~connection~~Company ~~with~~intends to use the ~~comprehensive~~net proceeds from this refinancing, $6to ~~million~~repay ofcertain ~~refinancing~~existing ~~costs~~indebtedness, ~~were~~including ~~deemed~~first asand ~~incurred~~second ~~towards~~lien ~~Travelport~~term ~~Holdings~~loans under the Company’s ~~debt~~sixth ~~exchange~~amended ~~transaction~~and ~~(see~~restated ~~Note~~credit 9)agreement and senior secured credit agreement, senior notes and senior subordinated notes.

~~The~~Debt ~~exchange of $25 million of the Company’s 11.875% Senior Subordinated Notes~~ for ~~Travelport~~Equity ~~Holdings’~~Exchanges ~~Tranche A Loans and allocated costs of $6 million have been considered as deemed capital distributions to Travelport Holdings.~~

~~13.~~See ~~Equity~~Note 9—Long-~~Based~~Term ~~Compensation~~Debt for a discussion of debt for equity exchanges.

~~Partnership~~Sale ~~Restricted~~of ~~Equity~~shares ~~Units~~of —Orbitz ~~Class A-2~~Worldwide

~~TDS~~On ~~Investor~~July ~~(Cayman) L.P.~~22, ~~the partnership which~~2014, ~~prior~~pursuant to ~~comprehensive~~an ~~refinancing~~underwritten inagreement, ~~April~~the ~~2013,~~Company ~~indirectly~~sold ~~owned~~34 amillion ~~majority shareholding~~shares inof ~~the~~common ~~Company~~stock ~~(the~~of ~~“Partnership”)~~Orbitz Worldwide, ~~had~~along with an additional ~~equity-based,~~5 ~~long-term~~million ~~incentive~~shares ~~program~~of ~~for~~common ~~the~~stock ~~purpose~~pursuant ofto ~~retaining~~the ~~certain~~underwriter’s ~~key~~option ~~employees.~~to ~~Under~~purchase ~~several~~additional ~~plans~~shares. ~~within~~The ~~this~~price ~~program,~~paid ~~key~~to ~~employees~~the ~~were~~Company ~~granted~~for ~~restricted~~the ~~equity units~~shares ~~(“REUs”)~~was ~~and~~$8.00 ~~profit~~per ~~interests~~firm inshare ~~the~~and ~~Partnership~~$8.04 ~~During~~per ~~2006~~optional share, ~~the~~with ~~Board~~aggregate ofnet ~~Directors~~proceeds of approximately ~~the~~$312 ~~Partnership~~million. ~~approved~~After ~~the~~giving ~~grant~~effect ~~of up~~ to ~~approximately~~this ~~120 million~~sale, ~~REUs~~the ~~for~~Company ~~this~~owns ~~incentive~~less ~~plan.~~than ~~The~~1% ~~grant~~of ~~date~~the ~~fair~~outstanding ~~value~~shares of ~~each~~Orbitz ~~award under~~Worldwide aand ~~plan~~will ~~within~~discontinue ~~the~~equity ~~program~~method isof ~~based~~accounting. onThe aproceeds ~~valuation~~from the sale of ~~the~~Orbitz ~~total~~Worldwide ~~equity~~shares ofwere used ~~the~~to ~~Partnership~~repay at$312.2 ~~the~~million ~~time~~principal amount of ~~each~~term ~~grant~~loans ofunder anthe ~~award~~Company’s senior secured credit agreement.

In May 2013, the Board of Directors of the Partnership approved a grant of substantially all the remaining outstanding authorized REUs/Class A-2 Interests in the Partnership under the plan (approximately 18 million), a substantial portion of which vested immediately, and the balance vested in August 201315. ~~At June~~ ~~30,~~Guarantor ~~2013,~~and ~~none~~Non-Guarantor ofConsolidating ~~the~~Condensed ~~REUs~~Financial ~~remained~~Statements ~~outstanding or authorized for grant.~~

~~During~~All of the ~~nine~~Company’s ~~months~~secured ~~ended~~debt ~~September 30~~and its unsecured senior notes and senior subordinated notes are unconditionally guaranteed by Travelport Limited, ~~2013~~as parent guarantor, ~~the~~Waltonville ~~Company~~Limited ~~recorded~~and anTDS ~~equity~~Investor ~~compensation~~(Luxembourg) ~~expense~~S.à.r.l., ofas $1intermediate ~~million~~parent ~~related~~guarantors, and, subject to ~~these REUs/Class~~certain ~~A-2~~exceptions, ~~Interests~~each inof the ~~Partnership,~~Company’s ~~considering~~existing ~~the~~and ~~grant~~future ~~date~~domestic 100% ~~fair~~owned ~~value~~subsidiaries of(the $0“guarantor subsidiaries”).06 ~~per~~The ~~REU~~guarantees are full, unconditional, joint and several.

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

In22 December 2011, Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company, introduced an equity-based long-term incentive program (the “2011 Worldwide Equity Plan”), pursuant to which the key employees of the Company were granted shares and restricted share units

24Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

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

~~(“RSUs”)~~In inaddition, ~~Worldwide.~~the ~~The~~Company’s ~~grant~~secured ~~date~~debt ~~fair~~is ~~value~~unconditionally ofguaranteed ~~each~~by ~~award~~certain ~~under~~existing ~~the~~non-domestic ~~Worldwide~~wholly-owned ~~Equity~~subsidiaries, ~~Plan~~the isnet revenue, ~~based~~assets onand aoperating ~~valuation~~income of ~~the~~which ~~total~~are ~~equity~~included ofin ~~Worldwide at~~ the ~~time~~non-guarantor ~~of each grant of an award~~subsidiaries.

~~During~~TRAVELPORT ~~the~~LIMITED nine months ended September 30, 2013, the Board of Directors of Worldwide introduced another equity-based long-term incentive program (the “2013 Worldwide Equity Plan”) whereby 84.1 million of awards were authorized to be granted to certain key employees of the Company. In May 2013, 75.7 million of RSUs were granted to employees, with two-thirds, or 50.5 million RSUs, vesting one-sixth semi-annually on April 15 and October 15 each year for a period of three years, if the employee continues to remain in employment. The balance of one-third or 25.2 million RSUs, vest on April 15, 2015 upon satisfaction of certain performance conditions. As the performance conditions have not been communicated to the employees, these 25.2 million RSUs have not been considered as granted for accounting purposes.

~~Further,~~CONSOLIDATING inCONDENSED ~~June~~STATEMENTS ~~2013,~~OF ~~the~~OPERATIONS Board of Directors of Worldwide authorized the grant of 4 million stock options to the Company’s Non-Executive Chairman, Douglas M. Steenland, which vest in 3 years from the date of grant. Of the options granted, 2 million options are subject to time-based vesting and the balance of 2 million options are subject to vesting upon achieving certain performance conditions. The stock options have a contractual life of five years from the date of grant. None of the stock options have vested or have become exercisable as of September 30, 2013.

~~During~~For the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~June 30, ~~2013,~~2014 the Company recorded an equity compensation expense of $2 million related to these RSUs considering the grant date fair value of $0.37 per RSU and less than $1 million related to stock options considering grant date fair value of $0.12 per option.

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


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	215		$	336		$	—	$	551

Costs and expenses
Cost of revenue		—			—			—			138			199			—		337
Selling, general and administrative		12			(1	)		—			82			4			—		97
Depreciation and amortization		—			—			—			40			17			—		57

Total costs and expenses		12			(1	)		—			260			220			—		491

Operating (loss) income		(12	)		1			—			(45	)		116			—		60
Interest expense, net		—			—			(85	)		(2	)		—			—		(87	)
Loss on early extinguishment of debt		—			—			(9	)		—			—			—		(9	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		16			(144	)		(50	)		—			—			178		—

Income (loss) before income taxes and share of earnings in equity method investments		4			(91	)		(144	)		(47	)		116			178		16
Provision for income taxes		—			—			—			(3	)		(9	)		—		(12	)
Share of earnings in equity method investments		—			1			—			—			—			—		1

Net income (loss)		4			(90	)		(144	)		(50	)		107			178		5
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(1	)		—		(1	)

Net income (loss) attributable to the Company	$	4		$	(90	)	$	(144	)	$	(50	)	$	106		$	178	$	4

	Partnership								Worldwide
	Restricted Equity Units(Class A-2)				Shares				Restricted ShareUnits				Options
	Numberof Shares		WeightedAverageGrant DateFair Value		Numberof Shares		WeightedAverageGrant DateFair Value		Numberof Shares		WeightedAverageGrant DateFair Value		Numberof Options		WeightedAverageGrant DateFair Value
Balance as of January 1, 2013		102.2	$	2.08		1.6	$	1.85		0.5	$	1.85		—		—
Granted at fair market value		18.0	$	0.06		—		—		50.6	$	0.37		2.0	$	0.12
Net share settlement		(11.7)	$	0.06		—		—		—		—		—		—
Forfeited		(0.7)	$	0.06		—		—		—		—		—		—
Balance as of September 30, 2013		107.8	$	1.97		1.6		1.85		51.1	$	0.38		2.0	$	0.12

CompensationTable expense for the nine months ended September 30, 2013 resulted in a credit to the equity on the Company’s consolidated condensed balance sheets of $3 million. The Company expects the future equity-based compensation expense recognized for accounting purposes as being granted as of September 30, 2013 will be approximately $17 million based on the fair value of the RSUs and the options on the grant date. Contents

25TRAVELPORT LIMITED

~~Table~~NOTES ofTO ~~Contents~~THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~TRAVELPORT~~(unaudited) ~~LIMITED~~

~~NOTES~~15. Guarantor TOand Non-Guarantor ~~THE~~Consolidating ~~CONSOLIDATED~~Condensed ~~CONDENSED~~Financial ~~FINANCIAL~~Statements (Continued) ~~STATEMENTS~~

~~(unaudited)~~TRAVELPORT LIMITED

~~14. Guarantor~~CONSOLIDATING ~~and~~CONDENSED ~~Non-Guarantor~~STATEMENTS ~~Consolidating~~OF ~~Condensed~~COMPREHENSIVE ~~Financial~~INCOME ~~Statements~~(LOSS)

~~All~~For of the ~~Company’s~~Three ~~secured~~Months ~~debt~~Ended ~~and its unsecured Senior Notes and Senior Subordinated Notes are unconditionally guaranteed by Travelport Limited~~June 30, as2014 parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of the Company’s existing and future domestic 100% owned subsidiaries (the “guarantor subsidiaries”). The guarantees are full, unconditional, joint and several.

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the three and nine months ended September 30, 2013 and 2012, the consolidating condensed statements of comprehensive income for the three and nine months ended September 30, 2013 and 2012, consolidating condensed balance sheets as of September 30, 2013 and as of December 31, 2012, and the consolidating condensed statements of cash flows for the nine months ended September 30, 2013 and 2012 for: (a) Travelport Limited (“the Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, “the Intermediate Parent Guarantor”); (c) Travelport LLC (“the Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent, Intermediate Parent Guarantor and Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis. As a result of the Company’s refinancing plans certain entities previously reported as issuer and non-guarantor subsidiaries within the Company’s consolidating condensed financial statements are now presented as guarantor subsidiaries.


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net income (loss)	$	4	$	(90	)	$	(144	)	$	(50	)	$	107		$	178		$	5

Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—			—			—			1			—			1
Realization of losses on cash flow hedges, net of tax		—		—			5			—			—			—			5
Unrealized loss on equity investment, net of tax		—		(3	)		—			—			—			—			(3	)
Equity in other comprehensive income of subsidiaries		3		5			—			—			—			(8	)		—

Other comprehensive income (loss), net of tax		3		2			5			—			1			(8	)		3

Comprehensive income (loss)		7		(88	)		(139	)		(50	)		108			170			8
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—			—			—			(1	)		—			(1	)

Comprehensive income (loss) attributable to the Company	$	7	$	(88	)	$	(139	)	$	(50	)	$	107		$	170		$	7

In24 addition, the Company’s secured debt is unconditionally guaranteed by certain non-domestic 100% owned subsidiaries, the net revenue, assets and operating income of which are including in the non-guarantor subsidiaries.

26Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMTED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF OPERATIONS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Three OFMonths ~~OPERATIONS~~Ended June 30, 2013

For the Three Months Ended September 30, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	205		$	332		$	—	$	537

Costs and expenses
Cost of revenue		—			—			—			115			211			—		326
Selling, general and administrative		8			—			12			33			53			—		106
Depreciation and amortization		—			—			—			35			14			—		49

Total costs and expenses		8			—			12			183			278			—		481

Operating (loss) income		(8	)		—			(12	)		22			54			—		56
Interest expense, net		—			—			(101	)		(3	)		—			—		(104	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(97	)		(143	)		18			—			—			222		—

(Loss) income before income taxes and share of earnings (losses) in equity method investments		(105	)		(143	)		(144	)		19			54			222		(97	)
Provision for income taxes		—			—			1			(1	)		(6	)		—		(6	)
Share of earnings (losses) in equity method investments		—			—			—			—			—			—		—

Net (loss) income		(105	)		(143	)		(143	)		18			48			222		(103	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)

Net (loss) income attributable to the Company	$	(105	)	$	(143	)	$	(143	)	$	18		$	46		$	222	$	(105	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net revenue		—		—		—		197		314		—		511
Costs and expenses
Cost of revenue		—		—		—		141		172		—		313
Selling, general and administrative		4		—		(1)		2		85		—		90
Depreciation and amortization		—		—		—		49		2		—		51
Total costs and expenses		4		—		(1)		192		259		—		454
Operating (loss) income		(4)		—		1		5		55		—		57
Interest expense, net		—		—		(81)		(2)		—		—		(83)
Equity in (losses) earnings of subsidiaries		(23)		(75)		5		—		—		93		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(27)		(75)		(75)		3		55		93		(26)
(Benefit from)/provision for income taxes		—		—		—		2		(9)		—		(7)
Equity in earnings of investment in Orbitz Worldwide		—		6		—		—		—		—		6
Net (loss) income		(27)		(69)		(75)		5		46		93		(27)
Net earnings attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—
Net (loss) income attributable to the Company		(27)		(69)		(75)		5		46		93		(27)

27Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Three OFMonths ~~COMPREHENSIVE~~Ended ~~INCOME~~June 30, 2013

For the Three Months Ended September 30, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(105	)	$	(143	)	$	(143	)	$	18		$	48		$	222	$	(103	)

Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(5	)		—		(5	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			6			—			—			—			—		6
Equity in other comprehensive loss of subsidiaries		—			(1	)		(1	)		—			—			2		—

Other comprehensive income (loss), net of tax		—			5			(1	)		(1	)		(5	)		2		—

Comprehensive (loss) income		(105	)		(138	)		(144	)		17			43			224		(103	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)

Comprehensive (loss) income attributable to the Company	$	(105	)	$	(138	)	$	(144	)	$	17		$	41		$	224	$	(105	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net (loss) income		(27)		(69)		(75)		5		46		93		(27)
Other comprehensive loss, net of tax
Currency translation adjustment, net of tax		—		—		—		—		6		—		6
Unrealized loss on cash flow hedges, net of tax		—		—		(2)		—		—		—		(2)
Unrealized loss on equity investment, net of tax		—		(4)		—		—		—		—		(4)
Equity in other comprehensive (loss) income of subsidiaries		—		(2)		—		—		—		2		—
Other comprehensive (loss) income, net of tax		—		(6)		(2)		—		6		2		—
Comprehensive (loss) income		(27)		(75)		(77)		5		52		95		(27)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—
Comprehensive (loss) income attributable to the Company		(27)		(75)		(77)		5		52		95		(27)

28Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF OPERATIONS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Six OFMonths ~~OPERATIONS~~Ended June 30, 2014

For the Three Months Ended September 30, 2012


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	425		$	698		$	—	$	1,123

Costs and expenses
Cost of revenue		—			—			—			274			416			—		690
Selling, general and administrative		15			(3	)		(1	)		85			89			—		185
Depreciation and amortization		—			—			—			94			19			—		113

Total costs and expenses		15			(3	)		(1	)		453			524			—		988

Operating (loss) income		(15	)		3			1			(28	)		174			—		135
Interest expense, net		—			—			(166	)		(4	)		—			—		(170	)
Loss on early extinguishment of debt		—			—			(14	)		—			—			—		(14	)
Gain on sale of shares of Orbitz Worldwide		—			52			—			—			—			—		52
Equity in earnings (losses) of subsidiaries		(10	)		(217	)		(38	)		—			—			265		—

(Loss) income before income taxes and share of losses in equity method investments		(25	)		(162	)		(217	)		(32	)		174			265		3
Provision for income taxes		—			—			—			(6	)		(16	)		—		(22	)
Share of losses in equity method investments		—			(3	)		—			—			—			—		(3	)

Net (loss) income		(25	)		(165	)		(217	)		(38	)		158			265		(22	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—		(3	)

Net (loss) income attributable to the Company	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	155		$	265	$	(25	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net revenue		—		—		—		200		289		—		489
Costs and expenses
Cost of revenue		—		—		—		128		168		—		296
Selling, general and administrative		10		—		8		16		76		—		110
Depreciation and amortization		—		—		—		54		2		—		56
Total costs and expenses		10		—		8		198		246		—		462
Operating (loss) income		(10)		—		(8)		2		43		—		27
Interest expense, net		—		—		(68)		(3)		—		—		(71)
Gain on early extinguishment of debt		—		—		5		—		—		—		5
Equity in (losses) earnings of subsidiaries		(31)		(76)		(5)		—		—		112		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(41)		(76)		(76)		(1)		43		112		(39)
Benefit (provision) for income taxes		—		1		—		(4)		(5)		—		(8)
Equity in earnings of investment in Orbitz Worldwide		—		7		—		—		—		—		7
Net (loss) income		(41)		(68)		(76)		(5)		38		112		(40)
Net income attributable to non-controlling interest in subsidiaries		—		—		—		—		(1)		—		(1)
Net (loss) income attributable to the Company		(41)		(68)		(76)		(5)		37		112		(41)

29Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Six OFMonths ~~COMPREHENSIVE~~Ended ~~INCOME~~June 30, 2014

For the Three Months Ended September 30, 2012


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)

Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			2			—			2
Realization of losses on cash flow hedges, net of tax		—			—			4			—			—			—			4
Unrealized loss on equity investment, net of tax		—			(4	)		—			—			—			—			(4	)
Equity in other comprehensive income of subsidiaries		2			4			—			—			—			(6	)		—

Other comprehensive income (loss), net of tax		2			—			4			—			2			(6	)		2

Comprehensive (loss) income		(23	)		(165	)		(213	)		(38	)		160			259			(20	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—			(3	)

Comprehensive (loss) income attributable to the Company	$	(23	)	$	(165	)	$	(213	)	$	(38	)	$	157		$	259		$	(23	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net (loss) income		(41)		(68)		(76)		(5)		38		112		(40)
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—		—		—		—		2		—		2
Unrealized loss on equity investment, net of tax		—		(2)		—		—		—		—		(2)
Other comprehensive (loss) income, net of tax		—		(2)		—		—		2		—		—
Comprehensive (loss) income		(41)		(70)		(76)		(5)		40		112		(40)
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—		—		—		(1)		—		(1)
Comprehensive (loss) income attributable to the Company		(41)		(70)		(76)		(5)		39		112		(41)

30Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF OPERATIONS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Six OFMonths ~~OPERATIONS~~Ended June 30, 2013

For the Nine Months Ended September 30, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue	$	—		$	—		$	—		$	417		$	668		$	—	$	1,085

Costs and expenses
Cost of revenue		—			—			—			253			406			—		659
Selling, general and administrative		16			—			8			55			121			—		200
Depreciation and amortization		—			—			—			74			27			—		101

Total costs and expenses		16			—			8			382			554			—		960

Operating (loss) income		(16	)		—			(8	)		35			114			—		125
Interest expense, net		—			—			(169	)		(5	)		—			—		(174	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(99	)		(198	)		28			—			—			269		—

(Loss) income before income taxes and share of earnings in equity method investments		(115	)		(198	)		(198	)		30			114			269		(98	)
Provision for income taxes		—			—			—			(2	)		(15	)		—		(17	)
Share of earnings in equity method investments		—			2			—			—			—			—		2

Net (loss) income		(115	)		(196	)		(198	)		28			99			269		(113	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)

Net (loss) income attributable to the Company	$	(115	)	$	(196	)	$	(198	)	$	28		$	97		$	269	$	(115	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net revenue		—		—		—		614		982		—		1,596
Costs and expenses
Cost of revenue		—		—		—		383		589		—		972
Selling, general and administrative		20		—		7		68		195		—		290
Depreciation and amortization		—		—		—		146		6		—		152
Total costs and expenses		20		—		7		597		790		—		1,414
Operating (loss) income		(20)		—		(7)		17		192		—		182
Interest expense, net		—		—		(247)		(10)		—		—		(257)
Loss on early extinguishment of debt		—		—		(49)		—		—		—		(49)
Equity in (losses) earnings of subsidiaries		(122)		(297)		6		—		—		413		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(142)		(297)		(297)		7		192		413		(124)
Provision for income taxes		—		—		—		(1)		(23)		—		(24)
Equity in earnings of investment in Orbitz Worldwide		—		8		—		—		—		—		8
Net (loss) income		(142)		(289)		(297)		6		169		413		(140)
Net earnings attributable to non-controlling interest in subsidiaries		—		—		—		—		(2)		—		(2)
Net (loss) income attributable to the Company		(142)		(289)		(297)		6		167		413		(142)

31Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Six OFMonths ~~COMPREHENSIVE~~Ended ~~INCOME~~June 30, 2013

For the Nine Months Ended September 30, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income	$	(115	)	$	(196	)	$	(198	)	$	28		$	99		$	269	$	(113	)

Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—			—			—			—			(8	)		—		(8	)
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(1	)		—			—		(1	)
Unrealized gain on equity investment, net of tax		—			11			—			—			—			—		11
Equity in other comprehensive income (loss) of subsidiaries		2			(1	)		(1	)		—			—			—		—

Other comprehensive income (loss), net of tax		2			10			(1	)		(1	)		(8	)		—		2

Comprehensive (loss) income		(113	)		(186	)		(199	)		27			91			269		(111	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			(2	)		—		(2	)

Comprehensive (loss) income attributable to the Company	$	(113	)	$	(186	)	$	(199	)	$	27		$	89		$	269	$	(113	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net (loss) income		(142)		(289)		(297)		6		169		413		(140)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—		—		—		(2)		—		(2)
Unrealized loss on cash flow hedges, net of tax		—		—		(2)		—		—		—		(2)
Unrealized actuarial loss on defined benefit plans, net of tax		—		—		—		(1)		—		—		(1)
Unrealized gain on equity investment, net of tax		—		7		—		—		—		—		7
Equity in other comprehensive (loss) income of subsidiaries		2		(3)		(1)		—		—		2		—
Other comprehensive income (loss), net of tax		2		4		(3)		(1)		(2)		2		2
Comprehensive (loss) income		(140)		(285)		(300)		5		167		415		(138)
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—		—		—		(2)		—		(2)
Comprehensive (loss) income attributable to the Company		(140)		(285)		(300)		5		165		415		(140)

32Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED BALANCE SHEETS

~~CONSOLIDATING~~As ~~CONDENSED~~of ~~STATEMENTS~~June 30, OF2014 ~~OPERATIONS~~

For the Nine Months Ended September 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	$	—		$	—		$	29		$	5	$	59	$	—	$	93
Accounts receivable, net		—			—			—			4		211		—		215
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		2			—			3			20		87		—		112

Total current assets		2			—			32			29		358		—		421
Investment in subsidiary/intercompany		(1,081	)		(1,266	)		1,851			—		—		496		—
Property and equipment, net		—			—			—			390		23		—		413
Goodwill		—			—			—			960		40		—		1,000
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			554		115		—		669
Cash held as collateral		—			—			70			—		—		—		70
Investment in Orbitz Worldwide		—			10			—			—		—		—		10
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			35			27		52		—		114

Total assets	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016

Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	37	$	21		—	$	58
Accrued expenses and other current liabilities		9			—			91			136		319		—		555
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			30		—		—		46

Total current liabilities		9			—			107			227		340		—		683
Long-term debt		—			—			3,142			68		—		—		3,210
Deferred income taxes		—			—			—			19		5		—		24
Other non-current liabilities		—			—			5			108		55		—		168

Total liabilities		9			—			3,254			422		400				4,085

Total shareholders’ equity (deficit) / intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		175		496		(1,088	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19

Total equity (deficit)/intercompany		(1,088	)		(1,256	)		(1,266	)		1,851		194		496		(1,069	)

Total liabilities and equity	$	(1,079	)	$	(1,256	)	$	1,988		$	2,273	$	594	$	496	$	3,016

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net revenue		—		—		—		646		899		—		1,545
Costs and expenses
Cost of revenue		—		—		—		399		520		—		919
Selling, general and administrative		21		—		5		76		200		—		302
Depreciation and amortization		—		—		—		160		9		—		169
Total costs and expenses		21		—		5		635		729		—		1,390
Operating (loss) income		(21)		—		(5)		11		170		—		155
Interest expense, net		—		—		(205)		(10)		—		—		(215)
Gain on early extinguishment of debt		—		—		6		—		—		—		6
Equity in (losses) earnings of subsidiaries		(51)		(207)		(3)		—		—		261		—
(Loss) income before income taxes and equity in earnings of investment in Orbitz Worldwide		(72)		(207)		(207)		1		170		261		(54)
Provision for income taxes		—		—		—		(4)		(20)		—		(24)
Equity in earnings of investment in Orbitz Worldwide		—		6		—		—		—		—		6
Net (loss) income		(72)		(201)		(207)		(3)		150		261		(72)
Net loss attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—
Net (loss) income attributable to the Company		(72)		(201)		(207)		(3)		150		261		(72)

33Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED BALANCE SHEETS

~~CONSOLIDATING~~As ~~CONDENSED~~of ~~STATEMENTS~~December 31, OF2013 ~~COMPREHENSIVE INCOME~~

For the Nine Months Ended September 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	$	—		$	—		$	25		$	51	$	78	$	—	$	154
Accounts receivable, net		—			—			—			51		126		—		177
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		—			—			7			26		101		—		134

Total current assets		—			—			32			128		306		—		466
Investment in subsidiary/intercompany		(1,315	)		(1,426	)		1,991			—		—		750		—
Property and equipment, net		—			—			—			405		23		—		428
Goodwill		—			—			—			960		26		—		986
Trademarks and tradenames		—			—			—			313		1		—		314
Other intangible assets, net		—			—			—			577		94		—		671
Cash held as collateral		—			—			79			—		—		—		79
Investment in Orbitz Worldwide		—			19			—			—		—		—		19
Deferred income tax		—			—			—			—		5		—		5
Other non-current assets		—			—			48			35		37		—		120

Total assets	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088

Liabilities and equity
Current liabilities:
Accounts payable	$	—		$	—		$	—		$	45	$	27	$	—	$	72
Accrued expenses and other current liabilities		15			1			104			124		296		—		540
Deferred income taxes		—			—			—			24		—		—		24
Current portion of long-term debt		—			—			16			29		—		—		45

Total current liabilities		15			1			120			222		323		—		681
Long-term debt		—			—			3,450			78		—		—		3,528
Deferred income taxes		—			—			—			14		4		—		18
Other non-current liabilities		—			—			6			113		53		—		172

Total liabilities		15			1			3,576			427		380		—		4,399

Total shareholders’ equity (deficit) / intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		93		750		(1,330	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		19		—		19

Total equity (deficit)/ intercompany		(1,330	)		(1,408	)		(1,426	)		1,991		112		750		(1,311	)

Total liabilities and equity	$	(1,315	)	$	(1,407	)	$	2,150		$	2,418	$	492	$	750	$	3,088

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Net (loss) income		(72)		(201)		(207)		(3)		150		261		(72)
Other comprehensive (loss) income, net of tax
Currency translation adjustment, net of tax		—		—		—		—		2		—		2
Unrealized actuarial loss on defined benefit plans, net of tax		—		—		—		(2)		—		—		(2)
Unrealized loss on equity investment, net of tax		—		(3)		—		—		—		—		(3)
Other comprehensive (loss) income, net of tax		—		(3)		—		(2)		2		—		(3)
Comprehensive (loss) income		(72)		(204)		(207)		(5)		152		261		(75)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—
Comprehensive (loss) income attributable to the Company		(72)		(204)		(207)		(5)		152		261		(75)

34Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF CASH FLOWS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~BALANCE~~Six ~~SHEETS~~Months Ended June 30, 2014

As of September 30, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income	$	(25	)	$	(165	)	$	(217	)	$	(38	)	$	158		$	265		$	(22	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			94			19			—			113
Amortization of customer loyalty payments		—			—			—			11			26			—			37
Gain on sale of shares of Orbitz Worldwide		—			(52	)		—			—			—			—			(52	)
Amortization of debt finance costs		—			—			6			—			—			—			6
Accrual of repayment fee and amortization of debt discount		—			—			5			—			—			—			5
Loss on early extinguishment of debt		—			—			14			—			—			—			14
Payment-in-kind interest		—			—			12			—			—			—			12
Share of losses in equity method investments		—			3			—			—			—			—			3
Equity-based compensation		9			—			—			—			—			—			9
Deferred income taxes		—			—			—			5			—			—			5
Pension liability contribution		—			—			—			(3	)		—			—			(3	)
Customer loyalty payments		—			—			—			(22	)		(23	)		—			(45	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			9			(47	)		—			(38	)
Other current assets		(2	)		—			4			6			1			—			9
Accounts payable, accrued expenses and other current liabilities		6			1			12			(4	)		(37	)		—			(22	)
Other		—			—			7			13			(9	)		—			11

Net cash (used in) provided by operating activities		(12	)		(213	)		(157	)		71			88			265			42

Investing activities
Property and equipment additions		—			—			—			(52	)		(2	)		—			(54	)
Proceeds from sale of shares of Orbitz Worldwide		—			54			—			—			—			—			54
Purchase of non-controlling interest in a subsidiary		—			—			—			—			(65	)		—			(65	)
Business acquired		—			—			—			—			(10	)		—			(10	)
Purchase of equity method investment		—			—			—			—			(10	)		—			(10	)
Net intercompany funding		12			159			164			(50	)		(20	)		(265	)		—

Net cash provided by (used in) investing activities		12			213			164			(102	)		(107	)		(265	)		(85	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Assets
Current assets:
Cash and cash equivalents		—		—		86		23		51		—		160
Accounts receivable, net		—		—		—		66		148		—		214
Deferred income taxes		—		—		—		—		2		—		2
Other current assets		—		—		9		41		150		—		200
Total current assets		—		—		95		130		351		—		576
Investment in subsidiary/intercompany		(1,372)		(1,474)		1,893		—		—		953		—
Property and equipment, net		—		—		—		381		24		—		405
Goodwill		—		—		—		960		26		—		986
Trademarks and tradenames		—		—		—		313		1		—		314
Other intangible assets, net		—		—		—		575		103		—		678
Cash held as collateral		—		—		64		—		—		—		64
Investment in Orbitz Worldwide		—		15		—		—		—		—		15
Non-current deferred income tax		—		—		—		—		6		—		6
Other non-current assets		—		—		53		38		29		—		120
Total assets		(1,372)		(1,459)		2,105		2,397		540		953		3,164
Liabilities and equity
Current liabilities:
Accounts payable		—		—		—		35		28		—		63
Accrued expenses and other current liabilities		14		—		117		113		352		—		596
Deferred income taxes		—		—		—		38		—		—		38
Current portion of long-term debt		—		—		16		22		—		—		38
Total current liabilities		14		—		133		208		380		—		735
Long-term debt		—		—		3,436		69		—		—		3,505
Deferred income taxes		—		—		—		5		4		—		9
Other non-current liabilities		—		—		10		222		52		—		284
Total liabilities		14		—		3,579		504		436		—		4,533
Total shareholders’ equity/intercompany		(1,386)		(1,459)		(1,474)		1,893		87		953		(1,386)
Equity attributable to non-controlling interest in subsidiaries		—		—		—		—		17		—		17
Total equity		(1,386)		(1,459)		(1,474)		1,893		104		953		(1,369)
Total liabilities and equity		(1,372)		(1,459)		2,105		2,397		540		953		3,164

35Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF CASH FLOWS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~BALANCE~~Six ~~SHEETS~~Months Ended June 30, 2014

As of December 31, 2012


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—		—		50			—			—			—		50
Repayment of revolver borrowings		—		—		(50	)		—			—			—		(50	)
Repayment of capital lease obligations		—		—		—			(15	)		—			—		(15	)
Release of cash provided as collateral		—		—		9			—			—			—		9
Repayment of term loans		—		—		(8	)		—			—			—		(8	)
Payment related to early extinguishment of debt		—		—		(3	)		—			—			—		(3	)
Other		—		—		(1	)		—			—			—		(1	)

Net cash used in financing activities		—		—		(3	)		(15	)		—			—		(18	)

Net increase (decrease) in cash and cash equivalents		—		—		4			(46	)		(19	)		—		(61	)
Cash and cash equivalents at beginning of period		—		—		25			51			78			—		154

Cash and cash equivalents at end of period		—		—	$	29		$	5		$	59			—	$	93

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Assets
Current assets:
Cash and cash equivalents		—		—		33		19		58		—		110
Accounts receivable, net		—		—		—		45		105		—		150
Deferred income taxes		—		—		—		—		2		—		2
Other current assets		—		—		10		33		127		—		170
Total current assets		—		—		43		97		292		—		432
Investment in subsidiary/intercompany		(1,203)		(1,269)		1,837		—		—		635		—
Property and equipment, net		—		—		—		392		24		—		416
Goodwill		—		—		—		960		26		—		986
Trademarks and tradenames		—		—		—		313		1		—		314
Other intangible assets, net		—		—		—		631		86		—		717
Cash held as collateral		—		—		137		—		—		—		137
Investment in Orbitz Worldwide		—		—		—		—		—		—		—
Non-current deferred income tax		—		—		—		—		6		—		6
Other non-current assets		—		—		78		44		28		—		150
Total assets		(1,203)		(1,269)		2,095		2,437		463		635		3,158
Liabilities and equity
Accounts payable:		—		—		—		47		27		—		74
Accrued expenses		15		—		110		120		292		—		537
Deferred taxes		—		—		—		38		—		—		38
Current portion of long-term debt		—		—		20		18		—		—		38
Total current liabilities		15		—		130		223		319		—		687
Long-term debt		—		—		3,234		158		—		—		3,392
Deferred income taxes		—		—		—		4		3		—		7
Other non-current liabilities		—		—		—		215		59		—		274
Total liabilities		15		—		3,364		600		381		—		4,360
Total shareholders’ equity/intercompany		(1,218)		(1,269)		(1,269)		1,837		66		635		(1,218)
Equity attributable to non-controlling interest in subsidiaries		—		—		—		—		16		—		16
Total equity		(1,218)		(1,269)		(1,269)		1,837		82		635		(1,202)
Total liabilities and equity		(1,203)		(1,269)		2,095		2,437		463		635		3,158

36Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF CASH FLOWS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Six OFMonths ~~CASH~~Ended ~~FLOWS~~June 30, 2013

For the Nine Months Ended September 30, 2013


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

Net cash (used in) provided by operating activities		(14	)		—			(108	)		133			1			—			12

Investing activities
Property and equipment additions		—			—			—			(44	)		(2	)		—			(46	)
Other		—			—			—			(6	)		—			—			(6	)
Net intercompany funding		20			—			35			(75	)		20			—			—

Net cash provided by (used in) investing activities		20			—			35			(125	)		18			—			(52	)

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Operating activities
Net (loss) income		(142)		(289)		(297)		6		169		413		(140)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation and amortization		—		—		—		146		6		—		152
Amortization of customer loyalty payments		—		—		—		13		32		—		45
Equity-based compensation		4		—		—		—		—		—		4
Amortization of debt finance costs and debt discount		—		—		24		1		—		—		25
Loss on extinguishment of debt		—		—		49		—		—		—		49
Payment-in-kind interest		—		—		16		—		—		—		16
Gain on interest rate derivative instruments		—		—		(3)		—		—		—		(3)
Gain on foreign exchange derivative instruments		—		—		(2)		—		—		—		(2)
Equity in earnings of investment in Orbitz Worldwide		—		(8)		—		—		—		—		(8)
Equity in losses (earnings) of subsidiaries		122		297		(6)		—		—		(413)		—
Deferred income taxes		—				—		1		2		—		3
Customer loyalty payments		—		—		—		(27)		(33)		—		(60)
Changes in assets and liabilities:
Accounts receivable		—		—		—		(21)		(43)		—		(64)
Other current assets		—		—		—		(8)		(10)		—		(18)
Accounts payable, accrued expenses and other current liabilities		—		—		18		(19)		49		—		48
Other		—		—		(12)		13		19		—		20
Net cash (used in) provided by operating activities		(16)		—		(213)		105		191		—		67
Investing activities
Property and equipment additions		—		—		—		(71)		(5)		—		(76)
Other		—		—		—		(6)		—		—		(6)
Net intercompany funding		23		—		154		16		(193)		—		—
Net cash provided by (used in) by investing activities		23		—		154		(61)		(198)		—		(82)
Financing activities
Proceeds from term loans		—		—		2,169		—		—		—		2,169
Proceeds from revolver borrowings		—		—		53		—		—		—		53
Repayment of term loans		—		—		(1,663)		—		—		—		(1,663)
Repayment of revolver borrowings		—		—		(73)		—		—		—		(73)
Repayment of capital lease obligations		—		—		—		(14)		—		—		(14)
Repurchase of Senior Notes		—		—		(387)		(26)		—		—		(413)
Release of cash provided as collateral		—		—		137		—		—		—		137
Cash provided as collateral		—		—		(64)		—		—		—		(64)
Debt finance costs		—		—		(55)		—		—		—		(55)
Payment on settlement of foreign exchange derivative contracts		—		—		(8)		—		—		—		(8)
Proceeds from settlement of foreign exchange contracts		—		—		3		—		—		—		3
Distribution to a parent company		(6)		—		—		—		—		—		(6)
Other		(1)		—		—		—		—		—		(1)
Net cash provided by (used in) financing activities		(7)		—		112		(40)		—		—		65
Net increase (decrease) in cash and cash equivalents		—		—		53		4		(7)		—		50
Cash and cash equivalents at beginning of period		—		—		33		19		58		—		110
Cash and cash equivalents at end of period		—		—		86		23		51		—		160

37Table of Contents

~~Table~~TRAVELPORT ofLIMITED ~~Contents~~

~~TRAVELPORT~~NOTES ~~LIMITED~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~(unaudited) ~~TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

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

~~14. Guarantor~~TRAVELPORT ~~and~~LIMITED ~~Non-Guarantor Consolidating Condensed Financial Statements (continued)~~

~~TRAVELPORT~~CONSOLIDATING ~~LIMITED~~CONDENSED STATEMENTS OF CASH FLOWS

~~CONSOLIDATING~~For ~~CONDENSED~~the ~~STATEMENTS~~Six OFMonths ~~CASH~~Ended ~~FLOWS~~June 30, 2013

For the Nine Months Ended September 30, 2012


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—			—		53			—			—		—		53
Repayment of revolver borrowings		—			—		(73	)		—			—		—		(73	)
Repayment of capital lease obligations		—			—		—			(8	)		—		—		(8	)
Release of cash provided as collateral		—			—		137			—			—		—		137
Repayment of term loans		—			—		(1,659	)		—			—		—		(1,659	)
Proceeds from new term loans		—			—		2,169			—			—		—		2,169
Repurchase of Senior Notes		—			—		(413	)		—			—		—		(413	)
Cash provided as collateral		—			—		(93	)		—			—		—		(93	)
Debt finance costs		—			—		(55	)		—			—		—		(55	)
Distribution to a parent company		(6	)		—		—			—			—		—		(6	)
Other		—			—		(4	)		—			—		—		(4	)

Net cash provided by (used in) financing activities		(6	)		—		62			(8	)		—		—		48

Effect of changes in exchange rates on cash and cash equivalents		—			—		—			(1	)		—		—		(1	)
Net (decrease) increase in cash and cash equivalents		—			—		(11	)		(1	)		19		—		7
Cash and cash equivalents at beginning of period		—			—		51			3			56		—		110

Cash and cash equivalents at end of period		—			—	$	40		$	2		$	75		—	$	117

(in $ millions)	ParentGuarantor		IntermediateParentGuarantor		Issuer		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations		TravelportConsolidated
Operating activities
Net (loss) income		(72)		(201)		(207)		(3)		150		261		(72)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—		—		—		160		9		—		169
Amortization of customer loyalty payments		—		—		—		9		39		—		48
Equity-based compensation		2		—		—		—		—		—		2
Amortization of debt finance costs and debt discount		—		—		29		—		—		—		29
Gain on early extinguishment of debt		—		—		(6)		—		—		—		(6)
Payment-in-kind interest		—		—		10		—		—		—		10
Equity in earnings of investment in Orbitz Worldwide		—		(6)		—		—		—		—		(6)
Equity in losses (earnings) of subsidiaries		51		207		3		—		—		(261)		—
Deferred income taxes		—		—		—		2		—		—		2
FASA liability		—		—		—		(7)		—		—		(7)
Defined benefit pension plan funding		—		—		—		(15)		—		—		(15)
Customer loyalty payments		—		—		—		(8)		(30)		—		(38)
Changes in assets and liabilities:
Accounts receivable		—		—		—		18		(31)		—		(13)
Other current assets		—		—		—		(24)		10		—		(14)
Accounts payable, accrued expenses and other current liabilities		—		(1)		(21)		(43)		99		—		34
Other		—		—		—		(24)		35		—		11
Net cash (used in) provided by operating activities		(19)		(1)		(192)		65		281		—		134
Investing activities
Property and equipment additions		—		—		—		(61)		—		—		(61)
Other		—		—		—		—		3		—		3
Net intercompany funding		20		1		248		2		(271)		—		—
Net cash provided by (used in) investing activities		20		1		248		(59)		(268)		—		(58)
Financing activities
Proceeds from new term loans		—		—		170		—		—		—		170
Proceeds from revolver borrowings		—		—		60		—		—		—		60
Repayment of term loans		—		—		(165)		—		—		—		(165)
Repayment of revolver borrowings		—		—		(60)		—		—		—		(60)
Repayment of capital lease obligations		—		—		—		(13)		—		—		(13)
Repurchase of Senior Notes		—		—		(20)		—		—		—		(20)
Debt finance costs		—		—		(9)		—		—		—		(9)
Payments on settlement of foreign exchange derivative contracts		—		—		(49)		—		—		—		(49)
Proceeds from settlement of foreign exchange derivative contracts		—		—		9		—		—		—		9
Other		(1)		—		—		—		3		—		2
Net cash (used in) provided by financing activities		(1)		—		(64)		(13)		3		—		(75)
Effects of changes in exchange rates on cash and cash equivalents		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents		—		—		(8)		(7)		16		—		1
Cash and cash equivalents at beginning of period		—		—		57		27		40		—		124
Cash and cash equivalents at end of period		—		—		49		20		56		—		125

38Table of Contents

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

~~Item~~The following discussion and analysis of our results of operations and financial condition for the three and six months ended June 2.30, 2014 should be read in conjunction with our consolidated condensed financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form ~~Management’s~~10-Q. ~~Discussion~~The following discussion and analysis ~~Analysis~~includes forward-looking statements that reflect the current view of ~~Financial Condition~~management and ~~Results~~involve risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements as a result of ~~Operations~~factors discussed below and elsewhere in this Quarterly Report, particularly under the headings “Risk Factors” and “Forward-Looking Statements.”

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

WeDuring ~~are~~the ~~a leading~~first ~~distribution~~quarter ~~services~~of ~~and~~2014, ~~e-commerce~~our ~~provider~~management ~~for~~realigned our internal reporting to better reflect the ~~global~~underlying ~~travel~~operations ~~industry~~and revenue streams. As a consequence of this transformation, we have represented our revenues in line with our focus of enabling travel commerce through our platform. We now present “Travel Commerce Platform” revenue which includes Air and Beyond Air revenue and Technology Services revenue which includes airline hosting. We no longer present “Transaction Processing” revenue and “Airline IT Solutions” revenue. As a ~~presence~~result of this, we have also recomputed our performance metric “RevPas” for prior quarters in ~~over~~line ~~170~~with ~~countries~~2014 calculation and presentation. We have ~~over~~only ~~3,500~~one ~~employees~~reporting segment.

~~We operate a global distribution systems (“GDS”) business with three brands: Apollo, Galileo and Worldspan. Our GDS business provides aggregation, search and transaction processing services to~~Travel ~~travel~~Commerce ~~providers~~Platform and travel agencies, allowing travel agencies to search, compare, process and book itinerary and pricing options across multiple travel providers. Our GDS business provides travel distribution services to approximately 810 active travel providers and approximately 67,000 online and offline travel agency locations, which in turn serve millions of end consumers globally. In 2012, approximately 162 million bookings were made through our GDS and it processed up to 2.7 billion travel-related messages per day.

~~Within~~Our ~~our~~Travel ~~GDS~~Commerce ~~business,~~Platform ~~our~~combines ~~Airline~~state-of-the-art ITtechnology ~~Solutions~~with ~~business~~features, ~~hosts~~functionality ~~mission critical applications~~ and ~~provides business and data analysis~~ innovative solutions to ~~major~~address ~~airlines~~the tohigh-volume ~~enable them to focus in their core business competencies~~ and ~~reduce~~growing ~~costs,~~transaction asprocessing ~~well~~requirements asfor ~~business~~the ~~intelligence~~evolving ~~services.~~needs ~~Our Airline IT Solutions business also provides an array~~ of ~~leading-edge~~the ITtravel ~~software subscription services and data business intelligence services, directly and indirectly, to over 404 airlines, airports and airline ground handlers globally~~industry.

WeAir also have a joint venture ownership of eNett, a global provider of dedicated payment solutions for the travel industry. eNett provides secure and cost effective automated payment solutions between travel providers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States.

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

~~Management~~Beyond ~~monitors~~Air the performance of our operations against our strategic objectives on a regular basis. Performance is assessed against the strategy 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 MonthsEndedSeptember 30,				Change					Nine MonthsEndedSeptember 30,				Change
(in $ millions, except segment data and RevPas)	2013		2012		$		%			2013		2012		$			%
Travelport KPIs
Net revenue		511		489		22		5			1,596		1,545		51			3
Operating income		57		27		30		111			182		155		27			17
Travelport Adjusted EBITDA		128		123		5		5			408		414		(6	)		(1	)
Segments (in millions)
Americas		43		43		—		(1	)		132		135		(3	)		(2	)
Europe		19		19		—		—			65		63		2			3
APAC

Filing Compare · Travelport LTD