Travelport LTD (Form: 10-Q, Received: 11/07/2013 13:32:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

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

For the transition period from to

Commission File No. 333-141714

Travelport Limited

(Exact name of registrant as specified in its charter)

Bermuda

98-0505100

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

300 Galleria Parkway

Atlanta, GA 30339

(Address of principal executive offices, including zip code)

(770) 563-7400

(Registrant’s telephone number, including area code)

N/A

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

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

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

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


Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	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 7, 2013, 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
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 Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)		5
	Consolidated Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012		6
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited)		7
	Consolidated Condensed Statements of Changes in Total Equity for the Nine Months Ended September 30, 2013 (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		39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		53
Item 4.	Controls and Procedures		54

PART II	Other Information		55
Item 1.	Legal Proceedings		55
Item 1A.	Risk Factors		55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		55
Item 3.	Defaults upon Senior Securities		55
Item 4.	Mine Safety Disclosures		55
Item 5.	Other Information		55
Item 6.	Exhibits		55
	Signatures		56

FORWARD-LOOKING STATEMENTS

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

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

•

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

•

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

•

our ability to obtain travel 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 acquisition of Sprice and our controlling interest in eNett;

•

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

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 Months Ended September 30, 2013		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2013		Nine Months Ended September 30, 2012
Net revenue		511		489		1,596		1,545

Costs and expenses
Cost of revenue		313		296		972		919
Selling, general and administrative		90		110		290		302
Depreciation and amortization		51		56		152		169

Total costs and expenses		454		462		1,414		1,390

Operating income		57		27		182		155
Interest expense, net		(83)		(71)		(257)		(215)
Gain (loss) on early extinguishment of debt		—		5		(49)		6

Loss before income taxes and equity in earnings of investment in Orbitz Worldwide		(26)		(39)		(124)		(54)
Provision for income taxes		(7)		(8)		(24)		(24)
Equity in earnings of investment in Orbitz Worldwide		6		7		8		6

Net loss		(27)		(40)		(140)		(72)
Net income attributable to non-controlling interest in subsidiaries		—		(1)		(2)		—

Net loss attributable to the Company		(27)		(41)		(142)		(72)

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


(in $ millions)	Three Months Ended September 30, 2013		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2013		Nine Months Ended September 30, 2012
Net loss		(27)		(40)		(140)		(72)

Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		6		2		(2)		2
Unrealized loss on cash flow hedges, net of tax		(2)		—		(2)		—
Unrealized actuarial loss on defined benefit plans, net of tax		—		—		(1)		(2)
Unrealized (loss) gain on equity investment, net of tax		(4)		(2)		7		(3)

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


Comprehensive loss		(27)		(40)		(138)		(75)
Comprehensive income attributable to non-controlling interest in subsidiaries		—		(1)		(2)		—

Comprehensive loss attributable to the Company		(27)		(41)		(140)		(75)

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)


(in $ millions)	September 30, 2013		December 31, 2012
Assets
Current assets:
Cash and cash equivalents		160		110
Accounts receivable (net of allowances for doubtful accounts of $18 and $16)		214		150
Deferred income taxes		2		2
Other current assets		200		170

Total current assets		576		432
Property and equipment, net		405		416
Goodwill		986		986
Trademarks and tradenames		314		314
Other intangible assets, net		678		717
Cash held as collateral		64		137
Investment in Orbitz Worldwide		15		—
Non-current deferred income tax		6		6
Other non-current assets		120		150

Total assets		3,164		3,158


Liabilities and equity
Current liabilities:
Accounts payable		63		74
Accrued expenses and other current liabilities		596		537
Deferred income taxes		38		38
Current portion of long-term debt		38		38

Total current liabilities		735		687
Long-term debt		3,505		3,392
Deferred income taxes		9		7
Other non-current liabilities		284		274

Total liabilities		4,533		4,360

Commitments and contingencies (Note 11)
Shareholders’ equity:
Common shares ($1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding)		—		—
Additional paid in capital		690		718
Accumulated deficit		(1,889)		(1,747)
Accumulated other comprehensive loss		(187)		(189)

Total shareholders’ equity		(1,386)		(1,218)
Equity attributable to non-controlling interest in subsidiaries		17		16

Total equity		(1,369)		(1,202)

Total liabilities and equity		3,164		3,158

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


(in $ millions)	Nine Months Ended September 30, 2013		Nine Months Ended September 30, 2012
Operating activities
Net loss		(140)		(72)
Adjustments to reconcile net loss to net cash provided by operating activities :
Depreciation and amortization		152		169
Amortization of customer loyalty payments		45		48
Equity-based compensation		4		2
Amortization of debt finance costs and debt discount		25		29
Loss (gain) on extinguishment of debt		49		(6)
Payment-in-kind interest		16		10
Gain on interest rate derivative instruments		(3)		—
Gain on foreign exchange derivative instruments		(2)		—
Equity in earnings of investment in Orbitz Worldwide		(8)		(6)
Deferred income taxes		3		2
FASA liability		—		(7)
Defined benefit pension plan funding		—		(15)
Customer loyalty payments		(60)		(38)
Changes in assets and liabilities:
Accounts receivable		(64)		(13)
Other current assets		(18)		(14)
Accounts payable, accrued expenses and other current liabilities		48		34
Other		20		11

Net cash provided by operating activities		67		134

Investing activities
Property and equipment additions		(76)		(61)
Other		(6)		3

Net cash used in investing activities		(82)		(58)

Financing activities
Proceeds from term loans		2,169		170
Proceeds from revolver borrowings		53		60
Repayment of term loans		(1,663)		(165)
Repayment of revolver borrowings		(73)		(60)
Repayment of capital lease obligations		(14)		(13)
Repurchase of Senior Notes		(413)		(20)
Release of cash provided as collateral		137		—
Cash provided as collateral		(64)		—
Debt finance costs		(55)		(9)
Payments on settlement of foreign exchange derivative contracts		(8)		(49)
Proceeds from settlement of foreign exchange derivative contracts		3		9
Distribution to a parent company		(6)		—
Other		(1)		2

Net cash provided by (used in) financing activities		65		(75)

Net increase in cash and cash equivalents		50		1
Cash and cash equivalents at beginning of period		110		124

Cash and cash equivalents at end of period		160		125

Supplementary disclosures of cash flow information
Interest payments		186		202
Income tax payments, net		20		9
Non-cash capital lease additions		10		6
Non-cash capital distribution to a parent company		25		—
Exchange of Second Priority Secured Notes for Tranche 2 Loans (see Note 9)		229		—
Exchange of Senior Notes due 2014 and 2016 for new Senior Notes due 2016 (see Note 9)		591		—

See Notes to the Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY

(unaudited)


(in $ millions)	Common Shares		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- Controlling Interest in Subsidiaries		Total Equity
Balance as of January 1, 2013		—		718		(1,747)		(189)		16		(1,202)
Equity-based compensation		—		4		—		—		—		4
Dividend to non-controlling interest shareholders		—		—		—		—		(1)		(1)
Distribution to a parent company		—		(31)		—		—		—		(31)
Net-share settlement for equity based compensation		—		(1)		—		—		—		(1)
Comprehensive (loss) income, net of tax		—		—		(142)		2		2		(138)

Balance as of September 30, 2013		—		690		(1,889)		(187)		17		(1,369)

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 distribution services and e-commerce provider for the global travel industry with a presence in 170 countries and has over 3,500 employees. Travelport is a privately-owned company.

Travelport operates a global distribution system (“GDS”) business with three brands: Apollo, Galileo and Worldspan. The GDS business provides aggregation, search and transaction processing services to travel providers and travel agencies, allowing travel agencies to search, compare, process and book itinerary and pricing options across multiple travel providers.

Within Travelport’s GDS business, the Airline IT Solutions business hosts mission critical applications and provides business and data analysis solutions to major airlines to enable them to focus on their core business competencies.

Travelport also has 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.

The Company also owns approximately 45% of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), a leading global online travel company.

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, 2012 balance sheet which was derived from audited financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Certain disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

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

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

2. Recently Issued Accounting Pronouncements

Presentation of an Unrecognized Tax Benefit

In 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.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

2. Recently Issued Accounting Pronouncements (continued)

This guidance 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 for Cumulative Translation Adjustment

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

This guidance is to be applied on a 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 of Amounts Reclassified Out of Accumulated Other Comprehensive Income

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 to be applied on a prospective basis for reporting periods beginning after December 15, 2012. The Company adopted the provisions of this guidance effective January 1, 2013, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued guidance on disclosures about offsetting and related arrangements for financial instruments including derivatives. This guidance requires disclosure of both gross and net information about both instruments and transactions eligible for offset in the balance sheet and transactions subject to an agreement similar to a master netting agreement. The Company adopted the provisions of this guidance effective January 1, 2013, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

In January 2013, 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 condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

3. Orbitz Worldwide

The 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.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

3. Orbitz Worldwide (continued)

As of September 30, 2013 and December 31, 2012, the carrying value of the Company’s investment in Orbitz Worldwide was $15 million and $0, respectively. The fair market value of the Company’s investment in Orbitz Worldwide as of September 30, 2013 was approximately $469 million.

Presented 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 Months Ended September 30, 2013		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2013		Nine Months Ended September 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

During the fourth quarter of 2012, the Company reduced its 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 had no commitment that was probable to be incurred to provide additional funding to Orbitz Worldwide. However, in the first quarter of 2013, the Company resumed the equity method of accounting as its share of net income from Orbitz Worldwide exceeded the share of net loss not recognized during the period for which equity accounting was suspended.

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

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.

Net revenue disclosed above includes approximately $18 million and $60 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and nine months ended September 30, 2013, respectively. Net revenue disclosed above includes approximately $21 million and $72 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three and nine months ended September 30, 2012, respectively.

As 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.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

4. Other Current Assets

Other current assets consisted of:


(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

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

As 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 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.

5. Property and Equipment, Net

Property and equipment, net, consisted of:


	September 30, 2013							December 31, 2012
(in $ millions)	Cost		Accumulated depreciation			Net		Cost		Accumulated depreciation			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

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.

As of September 30, 2013 and December 31, 2012, the Company had net capital lease assets of $87 million and $94 million, respectively, included within computer equipment. During the nine months ended September 30, 2013 and 2012, the Company invested $86 million and $67 million, respectively, in property and equipment.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

6. Intangible Assets

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


(in $ millions)	January 1, 2013		Additions		Retirements		Foreign Exchange		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 changes in 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		Foreign Exchange		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 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).

Customer loyalty payments are payments made to travel agents or travel providers with an objective of increasing the number of travel bookings using the Company’s GDS and to improve the travel agents’ or travel providers’ loyalty, which are instrumented through agreements with a term over a year. Under the contractual terms, the travel agent or travel provider commits to achieve certain economic objectives for the Company. Such costs are specifically identifiable to individual contracts with travel agents or travel providers, which have

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

6. Intangible Assets (continued)

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

Amortization expense for customer loyalty payments was $45 million and $48 million for the nine months ended September 30, 2013 and 2012, respectively, and is included within revenue or cost of revenue in the Company’s consolidated condensed statements of operations.

The Company expects amortization expense relating to acquired customer relationships and customer loyalty payments to be:


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

7. Other Non-Current Assets

Other non-current assets consisted of:


(in $ millions)	September 30, 2013		December 31, 2012
Deferred debt finance costs (see Note 9)		43		74
Supplier prepayments		26		33
Prepaid incentives		21		20
Pension assets		5		4
Derivative assets		10		5
Other		15		14

		120		150

As of December 31, 2012, the Company 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).

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted 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

Included in accrued commissions and incentives are $22 million and $15 million at September 30, 2013 and December 31, 2012, respectively, of accrued customer loyalty payments.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt

Long-term debt consisted of:


(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
9 ⁷ / ₈ % Dollar denominated notes	September 2014		—		429
9% Dollar denominated notes	March 2016		—		250
13 ⁷ / ₈ % Dollar denominated notes	March 2016		406		—
Dollar denominated floating rate notes	March 2016		186		—
Senior Subordinated Notes
11 ⁷ / ₈ % Dollar denominated notes	September 2016		25		—
11 ⁷ / ₈ % Dollar denominated notes	September 2016		247		247
10 ⁷ / 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

(1)

In April 2013, the Company completed an exchange offer for substantially all of its existing senior notes due in September 2014 and March 2016, including the dollar denominated floating rates notes due 2014, euro denominated floating rate notes due 2014, 9.875% dollar denominated notes due 2014 and 9% dollar denominated notes due 2016, for approximately $406 million of new 13.875% senior fixed rate notes due March 2016, bearing cash interest of 11.375% and 2.5% of interest payable as payment-in-kind interest, and

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt (continued)

approximately $185 million of new senior floating rate notes due March 2016 (together with the new senior fixed rate notes, the “Senior Notes”), bearing cash interest of LIBOR plus 6.125% and 2.5% of interest payable as payment-in-kind interest (the “Senior Notes Exchange Offers”). In connection with the Senior Notes Exchange Offers, the holders of the new Senior Notes provided a waiver and release of all claims asserted related to the Company’s refinancing in 2011. To facilitate the transactions:

•

The 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, at a discount of 1%, due January 2016 (the “Tranche 1 Loans”). The cash proceeds were used to (i) repay $175 million of indebtedness outstanding under the credit agreement 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) pay consent fees in connection with the Senior Notes Exchange Offers and consent solicitations. The Tranche 1 Loans bear cash interest of LIBOR plus 8%, with a minimum LIBOR floor of 1.5%. During May 2013, the Company further borrowed $15 million under the Second Lien Credit Agreement to redeem the outstanding senior notes held by holders who did not participate in the Senior Notes Exchange Offers. Tranche 1 Loans are subject to a 2% repayment fee, which is accreted as interest expense over the term of the loans. During the nine months ended September 30, 2013, $2 million was accreted into the outstanding loan amount.

•

The Company completed an exchange offer for its existing Second Priority Secured Notes due December 2016 for an equal principal amount of new term loans under the Second Lien Credit Agreement due December 2016 (the “Tranche 2 Loans”). The Tranche 2 Loans bear interest of 8.375% (cash interest of 4% and payment-in-kind interest of 4.375%).

•

The Company paid a consent fee to holders of the Company’s Senior Subordinated Notes in exchange for a waiver and release of all claims asserted in connection with the Company’s refinancing in 2011 and amended certain restrictive covenants under the indentures for the Senior Subordinated Notes.

•

The Company’s direct parent holding company, Travelport Holdings Limited (“Travelport Holdings”), acquired all of its outstanding Extended Tranche A Loans in exchange for (i) approximately 43.3% of the equity of Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company, and (ii) $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.

In June 2013, the Company amended and restated its Senior Secured Credit Agreement (the “Sixth Amended and Restated Credit Agreement”) which, among other things, (i) refinanced in full the outstanding term loans, revolver borrowings and other commitments with the proceeds of a new $1,554 million term loan facility issued at a discount of 1.5% with 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 for a new $120 million super priority revolving credit facility with a maturity date of June 2018 and an initial interest rate equal to LIBOR plus 4.25% (with a minimum LIBOR floor of 1.25%); (iii) provides for incremental term loan facilities subject to a 3.1 to 1.0 first lien leverage ratio test; (iv) amended the definition of Consolidated EBITDA to add back amortization of customer loyalty payments; and (v) amended certain financial covenants, including the total leverage ratio, the senior secured leverage ratio, the minimum liquidity ratio and limitations on indebtedness, investments and restricted payments. The Company is required to repay the term loans in quarterly installments equal to 1% per annum of the original funded principal amount of $1,554 million (adjusted for any subsequent prepayments), commencing September 2013. During the nine months ended September 30, 2013, the Company repaid $4 million as its first quarterly repayment, and $2 million of discount was amortized.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt (continued)

In June 2013, the Company amended its Second Lien Credit Agreement to amend the definitions of (i) 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.

As a result of the above comprehensive refinancings during the nine months ended September 30, 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 to 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 the nine months ended September 30, 2013, the Company borrowed $53 million and repaid $73 million 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.

Pursuant to its separation agreement with Orbitz Worldwide, the Company was committed to provide up to $75 million of letters of credit on behalf of Orbitz Worldwide. However, subsequent to April 15, 2013, the date on which the Company completed its comprehensive refinancing, the Company and Orbitz Worldwide ceased to be controlled by affiliates of Blackstone, and the Company is no longer obligated to maintain or issue new letters of credit on behalf of Orbitz Worldwide. As of September 30, 2013, there were no significant letters of credit issued by the Company on behalf of Orbitz Worldwide, and substantially all of the previously issued letters of credit were cancelled.

During the nine months ended September 30, 2013, $6 million of payment-in-kind interest was capitalized into the Second Priority Secured Notes and Senior Notes. In addition, $10 million of payment-in-kind interest was accrued for the Senior Notes and Tranche 2 Loans and included within other non-current liabilities on the Company’s consolidated condensed balance sheets. The Company repaid $14 million under its capital lease obligations, terminated $1 million of capital leases and entered into $10 million of new capital leases for information technology assets.

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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Long-Term Debt (continued)

Debt Maturities

Aggregate maturities of debt are as follows:


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

		3,543

(1)

(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.

Debt Finance Costs

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


(in $ millions)	Nine Months Ended September 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

During the nine months ended September 30, 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 in the Company’s consolidated condensed statement of operations in connection with the refinancing in the second quarter of 2013.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Financial Instruments

The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes. During the 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) with the ineffective portion recognized in earnings in the consolidated condensed statements of operations.

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

As of September 30, 2013, the Company had a net asset position of $15 million related to derivative financial instruments associated with its euro denominated or floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

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


		Fair Value Asset (Liability)					Fair Value Asset (Liability)
(in $ millions)	Balance Sheet Location	September 30, 2013		December 31, 2012		Balance Sheet Location	September 30, 2013		December 31, 2012
Derivatives designated as hedging instruments:
Interest rate caps	Other non-current assets		10		—	Other non-current liabilities		—		—
Derivatives not designated as hedging instruments:
Interest rate swaps	Other current assets		—		—	Accrued expenses and other current liabilities		—		(3)
Foreign currency contracts	Other current assets		6		10	Accrued expenses and other current liabilities		(1)		(1)
Foreign currency contracts	Other non-current assets		—		5	Other non-current liabilities		—		—

Total fair value of derivative assets (liabilities)			16		15			(1)		(4)

As of September 30, 2013, the notional amounts of the above derivative contracts were as follows:


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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Financial Instruments (continued)

The interest 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.

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


(in $ millions)	Nine Months Ended September 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

During 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 significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 3% 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 derivate instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy.

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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Financial Instruments (continued)

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


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)											Amount of Gain (Loss) Recorded Net Income (Loss)
	Three Months Ended September 30,					Nine Months Ended September 30,					Location of Gain (Loss) Recorded in Income (Loss)	Three Months Ended September 30,					Nine Months Ended September 30,
(in $ millions)	2013			2012		2013			2012		Location of Gain (Loss) Recorded in Income (Loss)	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	)

Fair Value Disclosures for All Financial Instruments

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

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


			September 30, 2013						December 31, 2012
(in $ millions)	Fair Value Hierarchy		Carrying Amount			Fair Value			Carrying Amount			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

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

11. Commitments and Contingencies

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of September 30, 2013, the Company had approximately $132 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $46 million relates to the twelve months ending September 30, 2014. These purchase obligations extend through 2017.

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes they will not have a material 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.

On March 12, 2013, the Company entered into a settlement agreement to resolve its outstanding litigation with American Airlines and entered into a new long-term distribution agreement. This settlement was approved by the court overseeing the American Airlines bankruptcy proceedings on April 23, 2013.

In connection with the completion of the Company’s comprehensive refinancing, on April 15, 2013, the holders of the Company’s 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 NY dismissed all claims and counterclaims relating to the litigation with prejudice.

Standard Guarantees/Indemnification

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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

11. Commitments and Contingencies (continued)

respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

12. Equity

Distributions to Parent

On April 15, 2013, as part of the comprehensive refinancing, the Company issued $25 million of 11.875% Senior Subordinated Notes due September 2016 in exchange for and as part settlement of Tranche A Loans of Travelport Holdings. In connection with the comprehensive refinancing, $6 million of refinancing costs were deemed as incurred towards Travelport Holdings’ debt exchange transaction (see Note 9).

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

13. Equity-Based Compensation

Partnership Restricted Equity Units — Class A-2

TDS Investor (Cayman) L.P., the partnership which, prior to comprehensive refinancing in April 2013, indirectly owned a majority shareholding in the Company (the “Partnership”), had an equity-based, long-term incentive program for the purpose of retaining certain key employees. Under several plans within this program, key employees were granted restricted equity units (“REUs”) and profit interests in the Partnership. During 2006, the Board of Directors of the Partnership approved the grant of up to approximately 120 million REUs for this incentive plan. The grant date fair value of each award under a plan within the program is based on a valuation of the total equity of the Partnership at the time of each grant of an award.

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 2013. At June 30, 2013, none of the REUs remained outstanding or authorized for grant.

During the nine months ended September 30, 2013, the Company recorded an equity compensation expense of $1 million related to these REUs/Class A-2 Interests in the Partnership, considering the grant date fair value of $0.06 per REU.

Worldwide Equity Plan

In 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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

13. Equity-Based Compensation (continued)

(“RSUs”) in Worldwide. The grant date fair value of each award under the Worldwide Equity Plan is based on a valuation of the total equity of Worldwide at the time of each grant of an award.

During the 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, in June 2013, the 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 the nine months ended September 30, 2013, 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:


	Partnership								Worldwide
	Restricted Equity Units (Class A-2)				Shares				Restricted Share Units				Options
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Options		Weighted Average Grant Date Fair 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

Compensation 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.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

14. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

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

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the three and 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 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.

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

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		—		—		—		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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

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		(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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

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		—		—		—		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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

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		(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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

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		—		—		—		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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

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		(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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF 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
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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF 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
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)

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of September 30, 2013


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2012


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

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		(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

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

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

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2012


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Travelport Consolidated
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

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

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

Overview

We are a leading distribution services and e-commerce provider for the global travel industry with a presence in over 170 countries and have over 3,500 employees.

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 providers 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 GDS business, our Airline IT Solutions business hosts mission critical applications and provides business and data analysis solutions to major airlines to enable them to focus in their core business competencies and reduce costs, as well as business intelligence services. Our Airline IT Solutions business also provides an array of leading-edge IT software subscription services and data business intelligence services, directly and indirectly, to over 404 airlines, airports and airline ground handlers globally.

We 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 Performance Indicators (“KPIs”)

Management monitors 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 Months Ended September 30,				Change					Nine Months Ended September 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		14		13		1		9			43		42		1			3
MEA		10		10		—		2			30		30		—			—
Total		86		85		1		1			270		270		—			—
RevPas	$	5.51	$	5.30	$	0.21		4		$	5.47	$	5.23	$	0.24			4

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

Travelport Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure comparable to net income as determined under US GAAP as it does not take into account certain expenses such as depreciation, amortization, amortization of customer loyalty payments, interest, income tax, loss (gain) on extinguishment of debt, and other costs that we believe are unrelated to our ongoing operations such as costs associated with our restructuring efforts, non-cash equity-based compensation, litigation and related costs, and foreign currency (gains) losses on euro denominated debt and earnings hedges, which are also excluded under our debt covenants. In addition, Travelport Adjusted EBITDA may not be comparable to similarly named measures used by other companies. The presentation of Travelport Adjusted EBITDA has limitations as an analytical tool and this measure should not be considered in isolation or as a substitute for analysis of Travelport’s results as reported under US GAAP.

We have included Travelport Adjusted EBITDA as it is the primary metric used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. In addition, it is a key element to calculate our covenant ratios under our credit agreements and will be used by the Board of Directors to determine incentive compensation for future periods.

We believe Travelport Adjusted EBITDA is a useful measure as it allows management to monitor our ongoing core operations. The core operations represent the primary trading operations of the business.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $ millions)	2013		2012		2013		2012
Net loss		(27)		(40)		(140)		(72)
Equity in earnings of investment in Orbitz Worldwide		(6)		(7)		(8)		(6)
Provision for income taxes		7		8		24		24
Depreciation and amortization		51		56		152		169
Interest expense, net		83		71		257		215
(Gain) loss on extinguishment of debt		—		(5)		49		(6)

EBITDA		108		83		334		324
Adjustments:
Amortization of customer loyalty payments ⁽²⁾		16		17		45		48
Corporate costs ⁽³⁾		—		3		4		9
Equity-based compensation		2		—		4		2
Litigation and related costs ⁽⁴⁾		—		12		12		25
Other — non cash ⁽⁵⁾		2		8		9		6

Travelport Adjusted EBITDA ⁽¹⁾		128		123		408		414

(1)	Includes the impact of the loss of the master service agreement (“MSA”) with United Airlines, which contributed $21 million and $23 million to EBITDA and Adjusted EBITDA, respectively, during the nine months ended September 30, 2012.

(2)	Pursuant to changes in the definition of Consolidated EBITDA in our Sixth Amended and Restated Credit Agreement and Second Lien Credit Agreement, the amortization of customer loyalty payments is allowed as an adjustment to Travelport Adjusted EBITDA.

(3)	Corporate costs represent costs related to strategic transactions, internal re-organization and other costs related to non-core business.

(4)	Litigation and related costs predominately relate to the American Airlines and bondholder litigation costs. Each of these matters were settled in April 2013.

(5)	Other — non cash primarily includes unrealized losses on foreign currency exchange derivatives and revaluation losses of our euro denominated debt.

Factors Affecting Results of Operations

Macroeconomic and Travel Industry Conditions: Our business is highly correlated to the overall performance of the travel industry, in particular, growth in air passenger travel which, in turn, is linked to the global macro-economic environment. For the year ended December 31, 2012, approximately 82% of our segment volumes were represented by air segments flown, 4% of segment volumes attributable to other air segments (such as cancellations on the day of travel), with land and sea bookings accounting for 14%. Between 2003 and 2011, air travel volumes increased at a compounded annual growth rate of 5.5%, approximately twice the rate of global GDP.

Consolidations within the Airline Industry: As a result of consolidations within the airline industry, our annual revenue and EBITDA have been impacted in the past. Following the merger of United Airlines with Continental Airlines in 2010, we received a notice from United Airlines, terminating its agreement for the Apollo reservation system operated by us on their behalf. The integration of United-Continental systems was completed in early March 2012 and we no longer service United’s reservation system. The impact of the loss of the MSA with United Airlines contributed approximately $27 million to net revenue, $21 million to EBITDA and $23 million to Adjusted EBITDA, during the nine months ended September 30, 2012.

In February 2013, American Airlines and US Airways announced their intention to merge. We do not expect this merger to have a material impact on our results of operations.

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

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

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

On March 12, 2013, we entered into a settlement agreement to resolve the outstanding litigation with American Airlines and entered into a new long-term distribution agreement. The settlement was approved by the court overseeing the American Airlines bankruptcy proceedings on April 23, 2013.

In connection with the completion of our comprehensive refinancing, on April 15, 2013, the holders of the our Senior Notes and Senior Subordinated Notes agreed to waive and release all claims asserted and related to our 2011 debt restructuring. On April 15, 2013, the U.S. District Court for the Southern District of NY dismissed all claims and counterclaims relating to the litigation with prejudice.

Results of Operations

Three Months Ended September 30, 2013 compared to Three Months Ended September 30, 2012


	Three Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Net revenue		511		489		22		5

Costs and expenses
Cost of revenue		313		296		17		6
Selling, general and administrative		90		110		(20)		(18)
Depreciation and amortization		51		56		(5)		(9)

Total costs and expenses, net		454		462		(8)		(2)

Operating income		57		27		30		111
Interest expense, net		(83)		(71)		(12)		(17)
Gain on early extinguishment of debt		—		5		(5)		*

Loss before income taxes and equity in earnings of investment in Orbitz Worldwide		(26)		(39)		13		33
Provision for income taxes		(7)		(8)		1		19
Equity in earnings of investment in Orbitz Worldwide		6		7		(1)		(16)

Net loss		(27)		(40)		13		33


* Not meaningful

Net Revenue

Net revenue is comprised of:
	Three Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Transaction processing revenue		474		451		23		5
Airline IT solutions revenue		37		38		(1)		(3)

Net revenue		511		489		22		5

Transaction processing revenue by region is comprised of:


	Three Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Americas		178		174		4		2
Europe		139		132		7		5
APAC		91		80		11		15
MEA		66		65		1		4

Transaction processing revenue		474		451		23		5

Transaction processing revenue includes booking fees from airlines and revenue from hospitality, travel agents, payments processing and other key adjacencies.

The increase in transaction processing revenue of $23 million (5%) is a result of a 4% increase in RevPas (transaction processing revenue divided by the number of reported segments) and a 1% increase in segment volumes. The increase in RevPas is a result of growth in hospitality, payment processing and services revenue, combined with growth in higher yield segments.

Cost of Revenue

Cost of revenue is comprised of:


	Three Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Commissions		243		227		16		7
Telecommunication and technology costs		70		69		1		1

Cost of revenue		313		296		17		6

Cost of revenue increased by $17 million (6%) as a result of $16 million (7%) incremental commission costs and $1 million (1%) increase in our telecommunication and technology costs. Commissions paid to travel agencies increased due to 1% increase in segment volumes and 3% increase in travel distribution cost per segment along with incremental commission costs from our payment processing business. Telecommunication and technology costs increased $1 million (1%).

Selling, General and Administrative

The selling, general and administrative expenses of $90 million and $110 million for the three months ended September 30, 2013 and 2012, respectively, include a net $4 million and $23 million charge, respectively, for items that are adjusted out of Travelport Adjusted EBITDA (“the Adjustments”). Excluding these Adjustments, our selling, general and administrative expenses decreased by $1 million (1%).

The Adjustments of $4 million and $23 million for the three months ended September 30, 2013 and 2012, respectively, represent non-core corporate costs related to strategic transactions and restructurings, equity-based compensation, litigation and related costs, and foreign currency gains and losses related to our euro-denominated debt and derivatives. The Adjustments decreased by $19 million primarily as a result of (i) a $12 million reduction in litigation costs incurred during the period and (ii) $6 million favorable foreign exchange fluctuation.

Depreciation and Amortization

Depreciation and amortization decreased by $5 million (9%) due to assets acquired in 2007 with 5 years useful life that have been fully depreciated in the third quarter of 2012.

Interest Expense, Net

Interest expense, net, increased by $12 million (17%) primarily due to incremental interest on debt due to higher interest rates.

Gain on Early Extinguishment of Debt

During the three months ended September 30, 2012, we repurchased approximately $14 million of our 9 ⁷ / ₈ % dollar denominated Senior Notes, $9 million of our euro denominated floating rate Senior Notes and $1 million

of our dollar denominated floating rate Senior Notes at a discount, resulting in a $5 million gain from early extinguishment of debt.

Provision for Income Taxes

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

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


	Three Months Ended September 30,
(in $ millions)	2013		2012
Tax benefit at US Federal statutory rate of 35%		9		14
Taxes on non-US operations at alternative rates		(2)		(8)
Liability for uncertain tax positions		—		(1)
Change in valuation allowance		(14)		(10)
Non-deductible expenses		(1)		(1)
Other		1		(2)

Provision for income taxes		(7)		(8)

Equity in Earnings of Investment in Orbitz Worldwide

Our share of equity in earnings of investment in Orbitz Worldwide was $6 million and $7 million for the three months ended September 30, 2013 and 2012, respectively. These earnings reflect our 45% ownership interest (47% ownership interest in 2012) in Orbitz Worldwide.

Nine Months Ended September 30, 2013 compared to Nine Months Ended September 30, 2012


	Nine Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Net revenue		1,596		1,545		51		3

Costs and expenses
Cost of revenue		972		919		53		6
Selling, general and administrative		290		302		(12)		(4)
Depreciation and amortization		152		169		(17)		(10)

Total costs and expenses, net		1,414		1,390		24		2

Operating income		182		155		27		17
Interest expense, net		(257)		(215)		(42)		(20)
(Loss) gain on early extinguishment of debt		(49)		6		(55)		*

Loss before income taxes and equity in earnings of investment in Orbitz Worldwide		(124)		(54)		(70)		*
Provision for income taxes		(24)		(24)		—		(2)
Equity in earnings of investment in Orbitz Worldwide		8		6		2		29

Net loss		(140)		(72)		(68)		(94)

*	Not meaningful

Net Revenue

Net revenue is comprised of:


	Nine Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Transaction processing revenue		1,478		1,414		64		5
Airline IT solutions revenue		118		131		(13)		(10)

Net revenue		1,596		1,545		51		3

Transaction processing revenue by region is comprised of:


	Nine Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Americas		546		549		(3)		(1)
Europe		449		413		36		9
APAC		276		249		27		11
MEA		207		203		4		2

Transaction processing revenue		1,478		1,414		64		5

Transaction processing revenue includes booking fees from airlines and revenue from hospitality, travel agents, payments processing and other key adjacencies.

The increase in transaction processing revenue of $64 million (5%) is a result of a 4% increase in RevPas (transaction processing revenue divided by the number of reported segments). The increase in RevPas is a result of growth in hospitality, payment processing and services revenue, combined with growth in higher yield segments partially offset by volume contraction. Segment volumes increased by 2 million (3%) in Europe and 1 million (3%) in APAC which was offset by a decline of 3 million (2%) in Americas primarily due to the loss of 2 million segments from the termination of the MSA with United Airlines.

Airline IT solutions revenue decreased by $13 million (10%) as a result of the loss of the MSA with United Airlines which contributed $19 million to airline IT solutions revenue for the nine months ended September 30, 2012.

Cost of Revenue

Cost of revenue is comprised of:


	Nine Months Ended September 30,				Change
(in $ millions)	2013		2012		$		%
Commissions		750		710		40		6
Telecommunication and technology costs		222		209		13		6

Cost of revenue		972		919		53		6

Cost of revenue increased by $53 million (6%) as a result of $40 million (6%) incremental commission costs and $13 million (6%) increase in our telecommunication and technology costs. Commissions paid to travel agencies increased due to 3% increase in travel distribution cost per segment along with incremental commission

costs from our payment processing business, with segment volumes remaining flat. Telecommunication and technology costs increased as a result of continued expansion of our operations and investment in technology.

Selling, General and Administrative

The selling, general and administrative expenses of $290 million and $302 million for the nine months ended September 30, 2013 and 2012, respectively, include a net $29 million and $42 million charge, respectively, for items that are adjusted out of Travelport Adjusted EBITDA (“the Adjustments”). Excluding these Adjustments, our selling, general and administrative expenses increase was limited to $1 million (1%).

The Adjustments of $29 million and $42 million for the nine months ended September 30, 2013 and 2012, respectively, represent non-core corporate costs related to strategic transactions and restructurings, equity-based compensation, litigation and related costs, and foreign currency gains and losses related to our euro-denominated debt and derivatives. The Adjustments decreased by $13 million primarily as a result of a $13 million reduction in litigation costs.

Depreciation and Amortization

Depreciation and amortization decreased by $17 million (10%) due to assets acquired in 2007 with five year useful life that have been fully depreciated in the third quarter of 2012.

Interest Expense, Net

Interest expense, net, increased by $42 million (20%) as a result of (i) $21 million of financing costs incurred in relation to the debt refinancings in the second quarter of 2013 and (ii) $21 million of incremental interest on debt due to higher interest rates.

(Loss) Gain on Early Extinguishment of Debt

During the nine months ended September 30, 2013, we amended our Senior Secured Credit Agreement, repaid dollar denominated term loans under our 2012 Secured Credit Agreement and refinanced our Senior Notes resulting in a $49 million loss on extinguishment of debt comprising of $39 million of unamortized debt finance costs written-off, $5 million of unamortized debt discount written-off and $5 million of early repayment penalty.

During the nine months ended September 30, 2012, we repurchased approximately $14 million of our 9 ⁷ / ₈ % dollar denominated Senior Notes, $11 million of our euro denominated floating rate Senior Notes and $1 million of dollar denominated floating rate Senior Notes at a discount, resulting in a $6 million gain from early extinguishment of debt.

Provision for Income Taxes

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


	Nine Months Ended September 30,
(in $ millions)	2013			2012
Tax benefit at US Federal statutory rate of 35%		43			19
Taxes on non-US operations at alternative rates		1			(16	)
Liability for uncertain tax positions		(1	)		(1	)
Change in valuation allowance		(65	)		(22	)
Non-deductible expenses		(3	)		(2	)
Other		1			(2	)

Provision for income taxes		(24	)		(24	)

Equity in Earnings of Investment in Orbitz Worldwide

Our share of equity in earnings of investment in Orbitz Worldwide was $8 million for the nine months ended September 30, 2013 compared to $6 million in the nine months ended September 30, 2012. These earnings reflect our 45% ownership interest (47% ownership in 2012) in Orbitz Worldwide.

Liquidity and Capital Resources

Our principal source of operating liquidity is cash flows generated from operations, including working capital. We maintain what we consider to be an appropriate level of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources, and a committed credit facility. As of September 30, 2013, our financing needs were supported by our $120 million revolving credit facility. In the event additional funding is required, there can be no assurance that further funding will be available on terms favorable to us or at all.

A significant concentration of our cash is in geographical locations that have no legal or tax limitations on its usage. We have efficient mechanisms in place to deploy cash as needed to fund operations and capital needs across all of our locations worldwide. Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments on debt and any mandatory or discretionary principal payments or repurchases of debt. With the cash and cash equivalents on our consolidated balance sheet, our ability to generate cash from operations over the course of a year and through access to our revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for at least the next 12 months.

As of September 30, 2013, our total leverage ratio was 6.63 compared to the maximum total leverage ratio allowable of 7.15, our total senior secured leverage ratio was 4.82 compared to the maximum total senior secured leverage ratio allowable of 5.25; our cash balance was $160 million; and we were in compliance with all financial covenants related to our long-term debt.

Under the terms of our debt arrangements, the maximum total leverage ratio with which we need to comply remains at 7.15 until June 30, 2014, and the total senior secured leverage ratio with which we need to comply reduces to 5.15 at March 2014 until December 2014.

Based on our current financial forecast, we believe we will continue to be in compliance with, or be able to avoid an event of default under, the Sixth Amended and Restated Credit Agreement, the Second Lien Credit Agreement and the Indentures governing our notes and meet our cash flow needs during the next twelve months. In the event of an unanticipated adverse variance compared to the financial forecast, which might lead to an event of default, we have the opportunity to take certain mitigating actions in order to avoid such a default,

including reducing or deferring discretionary expenditure; selling assets; re-negotiating financial covenants; and securing additional sources of finance or investment. In the unlikely event our results of operations are significantly lower than our forecast and our mitigating actions are unsuccessful, this could result in a breach of one or more of our financial covenants, including the leverage ratio covenants. Under such circumstances, it is possible we would be required to repay all our secured debt and unsecured notes outstanding. We may not have the ability to repay such amounts.

Subsequent to the debt refinancing during the second quarter of 2013, substantially all of our debt is now scheduled for repayment on or after January 2016.

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

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

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


	Nine Months Ended September 30,
(in $ millions)	2013		2012
Travelport Adjusted EBITDA		408		414
Less:
Interest payments		(186)		(202)
Tax payments		(20)		(9)
Changes in operating working capital		(30)		34
Customer loyalty payments		(60)		(38)
Defined benefit pension plan funding		—		(15)
Other adjusting items ⁽¹⁾		(45)		(50)

Net cash provided by operating activities		67		134
Add back interest paid		186		202
Less: capital expenditures on property and equipment additions		(76)		(61)
Less: repayment of capital lease obligations		(14)		(13)

Unlevered free cash flow		163		262

(1)	Other adjusting items relate to payments for costs included within operating income, but excluded from Travelport Adjusted EBITDA. These include (i) $22 million and $13 million of corporate costs payments

during the nine months ended September 30, 2013 and 2012, respectively, (ii) $23 million and $15 million of litigation and related costs payments for the nine months ended September 30, 2013 and 2012, respectively, and (iii) a $14 million payment related to a historical dispute related to a now terminated arrangement with a former distributor in the Middle East, $7 million of FASA liability payment and $1 million of restructuring related payments made during the nine months ended September 30, 2012.

Cash Flow

The following table summarizes the changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30,				Change
(in $ millions)	2013		2012		$
Cash provided by (used in):
Operating activities		67		134		(67)
Investing activities		(82)		(58)		(24)
Financing activities		65		(75)		140

Net increase in cash and cash equivalents		50		1		49

As of September 30, 2013, we had $160 million of cash and cash equivalents, an increase of $50 million compared to December 31, 2012. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

Operating Activities. For the nine months ended September 30, 2013, cash provided by operations was $67 million compared to $134 million for the nine months ended September 30, 2012. The decrease of $67 million is primarily a result of $64 million of cash used in operating working capital due to timing of receipts from accounts receivable and payments of commission and incentives and a $22 million increase in customer loyalty payments.

Investing Activities. The cash used in investing activities for the nine months ended September 30, 2013 was primarily due to $76 million for capital expenditures compared to $61 million for the nine months ended September 30, 2012.

Financing Activities. Cash provided by financing activities for the nine months ended September 30, 2013 was $65 million. This primarily comprised of (i) $2,169 million of proceeds from term loans, (ii) $73 million net release of collateralized cash offset by (iii) $1,663 million repayments of term loans, (iv) $413 million repayment of Senior Notes, (v) $20 million net repayment of revolver borrowings, (vi) $55 million of debt finance costs and (vii) $25 million of capital lease repayments, capital distributions to a parent company and settlement of derivative contracts. The cash used in financing activities for the nine months ended September 30, 2012 primarily comprised of (i) $165 million repayment of term loans, (ii) $20 million of repurchase of Senior Notes, (iii) $40 million of net cash payments on the settlement of derivative contracts, (iv) $13 million of capital lease repayments and (v) $9 million of debt finance costs, offset by (vi) $170 million of proceeds from term loans.

Debt and Financing Arrangements

The following table summarizes our net debt position as of September 30, 2013 and December 31, 2012:


(in $ millions)	September 30, 2013		December 31, 2012		Change
Current portion of long-term debt		38		38		—
Long-term debt		3,505		3,392		113

Total debt		3,543		3,430		113
Less: cash and cash equivalents		(160)		(110)		(50)
Less: cash held as collateral		(64)		(137)		73

Net debt		3,319		3,183		136

In April 2013, we completed an exchange offer for substantially all of our existing senior notes due in September 2014 and March 2016, including the dollar denominated floating rates notes due 2014, euro denominated floating rate notes due 2014, 9.875% dollar denominated notes due 2014 and 9% dollar denominated notes due 2016, for approximately $406 million of new 13.875% senior fixed rate notes due March 2016, bearing cash interest of 11.375% and 2.5% of interest payable as payment-in-kind interest, and approximately $185 million of new senior floating rate notes due March 2016 (together with the new senior fixed rate notes, the “Senior Notes”), bearing cash interest of LIBOR plus 6.125% and 2.5% of interest payable as payment-in-kind interest (the “Senior Notes Exchange Offers”). In connection with the Senior Notes Exchange Offers, the holders of the new Senior Notes have provided a waiver and release of all claims asserted related to our refinancing in 2011. To facilitate the transactions:

•

We entered into a new second lien secured credit agreement (“Senior Lien Credit Agreement”) and issued $630 million of Tranche 1 second priority secured loans, at a discount of 1%, due January 2016 (the “Tranche 1 Loans”). The cash proceeds were used to (i) repay $175 million of indebtedness outstanding under the credit agreement dated as of May 8, 2012 (the “2012 Secured Credit Agreement”), (ii) repay in cash $393 million as part of for the Senior Notes Exchange Offers, and (iii) pay consent fees in connection with the Senior Notes Exchange Offers and consent solicitations. The Tranche 1 Loans bear cash interest of LIBOR plus 8%, with a minimum LIBOR floor of 1.5%. During May 2013, we further borrowed $15 million under the Second Lien Credit Agreement to redeem the outstanding senior notes held by holders who did not participate in the Senior Notes Exchange Offers. Tranche 1 Loans are subject to a 2% repayment fee, which is accreted as interest expense over the term of the loans. During the nine months ended September 30, 2013, $2 million was accreted into the outstanding loan amount.

•

We completed an exchange offer for our existing Second Priority Secured Notes due December 2016 for an equal principal amount of new term loans under the Second Lien Credit Agreement due December 2016 (the “Tranche 2 Loans”). The Tranche 2 Loans bear interest of 8.375% (cash interest of 4% and payment-in-kind interest of 4.375%).

•

We paid a consent fee to holders of our Senior Subordinated Notes in exchange for a waiver and release of all claims asserted in connection with our refinancing in 2011 and amended certain restrictive covenants under the indentures for the Senior Subordinated Notes.

•

Our direct parent holding company, Travelport Holdings Limited (“Travelport Holdings”), acquired all of its outstanding Extended Tranche A Loans in exchange for (i) approximately 43.3% of the equity of Travelport Worldwide Limited (“Worldwide”) a parent company indirectly owning 100% of our shares and (ii) $25 million of newly issued 11.875% Senior Subordinated Notes due September 2016, and acquired all of its outstanding Extended Tranche B Loans in exchange for approximately 34.6% of the equity of Worldwide.

In June 2013, we amended and restated the Senior Secured Credit Agreement (“Sixth Amended and Restated Credit Agreement”) which among other things; (i) refinanced in full the outstanding term loans, revolver borrowings and other commitments with the proceeds of a new $1,554 million term loan facility issued at a discount of 1.5% with 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 for a new $120 million super priority revolving credit facility with a maturity date of June, 2018 and an initial interest rate equal to LIBOR plus 4.25% (with a minimum LIBOR floor of 1.25%); (iii) provides for incremental term loan facilities subject to a 3.1 to 1.0 first lien leverage ratio test; (iv) amended the definition of Consolidated EBITDA to add back amortization of customer loyalty payments; and (v) amended certain financial covenants including the total leverage ratio, the senior secured leverage ratio, the minimum liquidity ratio and limitations on indebtedness, investments and restricted payments. We are required to repay the term loans in quarterly installments equal to 1% per annum of the original funded principal amount of $1,554 million (adjusted for any subsequent prepayments), commencing September 2013. During the nine months ended September 30, 2013, we repaid $4 million as our first quarterly repayment and $2 million of discount was amortized.

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

As a result of the above comprehensive refinancings during the nine months ended September 30, 2013, we recognized a loss on extinguishment of debt of $49 million, which comprised of $39 million written-off of unamortized debt finance costs, $5 million of unamortized debt discount written-off and $5 million of early repayment penalty.

Pursuant to the Sixth Amended Secured Credit Agreement, the total revolving credit facility is $120 million all of which remains undrawn as of September 30, 2013.

During the nine months ended September 30, 2013, we borrowed $53 million and repaid $73 million under our revolving credit facility.

As a result of our 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 the 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 we had provided $64 million as cash collateral, and we had $75 million of remaining capacity under our letters of credit facility.

Pursuant to our separation agreement with Orbitz Worldwide, we were committed to provide up to $75 million of letters of credit on behalf of Orbitz Worldwide. However, subsequent to April 15, 2013, the date on which we completed our comprehensive refinancing, we along with Orbitz Worldwide ceased to be controlled by affiliates of Blackstone. We are no longer obligated to maintain or issue new letters of credit on behalf of Orbitz Worldwide. As of September 30, 2013, there were no significant letters of credit issued by us on behalf of Orbitz Worldwide and substantially all of the previously issued letters of credit were cancelled.

During the nine months ended September 30, 2013, $6 million of payment-in-kind interest was capitalized into the Second Priority Secured Notes and Senior Notes. In addition, $10 million of payment-in-kind interest was accrued for the Senior Notes and Tranche 2 Loans and included within other non-current liabilities on the consolidated condensed balance sheet. We repaid $14 million under our capital lease obligations, terminated $1 million of capital leases and entered into $10 million of new capital leases for information technology assets.

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

Travelport LLC, our indirect 100% owned subsidiary, is the borrower (the “Borrower”) under our long-term debt arrangements. All obligations under our long-term debt arrangements are unconditionally guaranteed by

Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of our existing and future domestic 100% owned subsidiaries. In addition, our secured debt is unconditionally guaranteed by certain existing non-domestic 100% owned subsidiaries. All obligations under our secured debt, and the guarantees of those obligations, are secured by substantially all the following assets of the Borrower and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Borrower, 100% of the capital stock of each guarantor and 65% of the capital stock of each of our 100% owned non-US subsidiaries that are directly owned by us or one of the guarantors; and (ii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each U.S. guarantor subject to additional collateral and guarantee obligations.

Total debt per our credit agreements and indentures is broadly defined as total debt, less cash and cash equivalents. Travelport Adjusted EBITDA is defined under our debt covenants as EBITDA adjusted to exclude the impact of purchase accounting, impairment of goodwill and intangibles assets, amortization of customer loyalty payments, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with our restructuring efforts, non-cash equity-based compensation, unrealized gains (losses) on foreign exchange derivatives and other adjustments made to exclude expenses viewed as outside the normal course of operations.

Foreign Currency and Interest Rate Risk

A portion of the debt used to finance much of our operations is exposed to interest rate and foreign currency exchange rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt and to manage our exposure to changes in foreign currency exchange rates associated with our euro denominated debt. The primary interest rate exposure during the nine months ended September 30, 2013 and 2012 was due to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate caps and foreign currency derivative contacts as the derivative instruments in these hedging strategies.

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

None of derivative financial instruments used to manage our foreign currency exposures were designated as accounting hedges. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of selling, general and administrative expenses in our consolidated condensed statements of operations. Losses on these foreign currency derivative financial instruments amounted to $4 million and $8 million for each of the nine months ended September 30, 2013 and 2012, respectively.

In August 2013, the interest rate swap derivative contracts expired and we 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 increase in interest costs on our floating rate debt due to an increase in USLIBOR rates. We have designated these interest rate cap derivative contracts as accounting cash flow hedges and recorded the effective portion of changes in fair value of these derivative contracts, amounting to a loss of $2 million during the quarter ended September 30, 2013, as a component of other comprehensive income (loss) with the ineffective portion recognized in earnings in the consolidated condensed financial statements. The fluctuations in the fair value of interest rate derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of interest expense, net, in our consolidated condensed statements of operations. Losses on these interest rate derivative financial instruments amounted to $3 million for each of the nine months ended September 30, 2013 and 2012, respectively. The fluctuations in the fair values of our derivative financial instruments partially offset the impact of the changes in the value of the underlying risks they are intended to economically hedge.

As of September 30, 2013, our interest rate cap contracts cover transactions for periods that do not exceed four years. All other contracts cover transactions for periods that do not exceed one year. As of September 30, 2013, we had a net asset position of $15 million related to derivative instruments associated with our euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

Contractual Obligations

During the three and nine months ended September 30, 2013, we refinanced a substantial portion of our debt, and, as a result, all of our debt is scheduled to mature on or after January 2016. The following table summarizes our future contractual obligations related to debt as of September 30, 2013:


	Twelve Month Period Ending September 30,
(in $ millions)	2014		2015		2016		2017		2018		Thereafter		Total
Debt ⁽¹⁾		38		37		1,728		259		21		1,460		3,543
Interest payments ⁽²⁾		287		289		321		101		99		74		1,171
Operating lease ⁽³⁾		13		10		8		6		5		20		62
Purchase commitments ⁽⁴⁾		46		40		39		7		—		—		132

Total		384		376		2,096		373		125		1,554		4,908

(1)

The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the Second Lien Credit Agreement or its unsecured debt prior to their maturity dates. The debt maturity excludes (i) $83 million of payment-in-kind interest and repayment fee 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 Sixth Amended and Restated Credit Agreement and Second Lien Credit Agreement.

(2)

Interest on floating rate and/or euro denominated debt is based on the interest rate and/or foreign exchange rates as at September 30, 2013. Interest payments exclude the effects of mark-to-market adjustments on related hedging instruments. As of September 30, 2013, we have $96 million of accrued interest on our consolidated condensed balance sheet of which $86 million will be paid within the next twelve months. The interest payments include $83 million of payment-in-kind interest and repayment fee that will be accrued over the term of the Tranche 2 Loans and Senior Notes.

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We assess our market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values, and cash flows, based on a hypothetical 10% change (increase or decrease) in interest rates, and a hypothetical 10% change (increase or decrease) in the value of underlying currencies being hedged against the US dollar. We used September 30, 2013 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. Increases in US LIBOR interest rates above 1.5% on our variable rate borrowings are expected to be fully offset by corresponding gains related to interest rate cap derivatives. Gains or losses on the underlying foreign exchange exposures are expected to be partially offset by gains or losses related to foreign currency derivative contracts. We have determined, through sensitivity analyses, that the impact of a 10% change in interest rates on our consolidated condensed financial statements would not be material. However, a 10% increase (decrease) in the foreign currency exchange rate with respect to the British pound, Euro and Australian dollar would have resulted in a gain (loss) of $5 million to our consolidated condensed

statements of operations for the three and nine months ended September 30, 2013. The material changes in our exposure to market risks have been disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 12, 2013.

Item 4. Controls and Procedures

(a)

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

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act, for the period ended September 30, 2013. Based on the evaluation performed, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

(b)

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

PA RT II—OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on March 12, 2013 and May 9, 2013, respectively.

Item 1A. Risk Factors.

There are no material changes in the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2012, and Part II, Item 1A, “Risk Factors,” of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013, filed with the SEC on March 12, 2013, May 9, 2013 and August 8, 2013, respectively.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Ite m 5. Other Information.

Trade Sanctions Disclosure

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

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

The gross revenue and net profit attributable to these activities in the quarter ended September 30, 2013 were approximately $164,000 and $122,000, respectively.

Item 6. Exhibits.

See Exhibit Index.

SI GNATURES

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


	TRAVELPORT LIMITED

Date: November 7, 2013	By:	/s/ P HILIP E MERY
		Philip Emery
		Executive Vice President and Chief Financial Officer

Date: November 7, 2013	By:	/s/ A NTONIOS B ASOUKEAS
		Antonios Basoukeas
		Group Vice President and Group Financial Controller

EXHIBIT INDEX


Exhibit No.		Description
3.1		Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).

3.2		Memorandum of Association of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).

10.1		Third Amendment to the Separation Agreement, dated as of May 9, 2013, between Travelport Limited and Orbitz Worldwide, Inc.

10.2*		Nineteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution System B.V.*

10.3*		Twentieth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution System B.V.*

10.4*		Twenty-First Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution System B.V.*

10.5*		Amendment to the API Addendum to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution System B.V.*

10.6*		Activity Addendum to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution System B.V.*

31.1		Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.

32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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

EXHIBIT 10.1

THIRD AMENDMENT TO THE SEPARATION AGREEMENT

This Third Amendment (this “ Amendment ”), dated as of May 9, 2013, between Travelport Limited (“ Travelport ”) and Orbitz Worldwide, Inc. (“ OWW ” and together with Travelport, the “ Parties ”) is entered into to amend the Separation Agreement, dated as of July 25, 2007, between the Parties (as amended by the First Amendment thereto dated May 5, 2008, and the Second Amendment thereto dated January 23, 2009, the “ Separation Agreement ”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Separation Agreement unless herein defined.

WHEREAS, Section 10.9 of the Separation Agreement provides that the Separation Agreement may be amended, modified or supplemented by written agreement of the Parties; and

WHEREAS, each of Travelport and OWW has determined that it is in its best interests to authorize and approve the agreements set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed as follows:

ARTICLE I

AMENDMENT

Section 1.1 The first sentence of Section 10.8(a) of the Separation Agreement is hereby amended by replacing “for a period of five (5) years from the date hereof” with “for a period of two years after the last date that Travelport receives Confidential Information from OWW pursuant to ARTICLE IV”.

ARTICLE II

MISCELLANEOUS

Section 2.1 This Amendment shall be effective as of the date first written above.

Section 2.2 This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Parties or their successors in interest, except as expressly provided in the Separation Agreement.

Section 2.3 Nothing in this Amendment shall convey any rights upon any Person or entity which is not a Party or a permitted assignee of a Party to the Separation Agreement.

Section 2.4 This Amendment may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constituted one and the same agreement.

Section 2.5 This Amendment shall be construed and enforced in accordance with, and the rights and duties of the Parties shall be governed by, the laws of the State of New York without regard to the principles of conflicts of law other than Section 5-1401 of the General Obligations Law of the State of New York.

Section 2.6 Each Party to this Amendment agrees that, other than as expressly set out in this Amendment, nothing in this Amendment is intended to alter the rights, duties, obligations of the Parties under the Separation Agreement which shall remain in full force and effect as amended hereby.

IN WITNESS HEREOF, the parties have caused this Third Amendment to the Separation Agreement to be executed and delivered as of the date first above written.


TRAVELPORT LIMITED

		/s/ Eric J. Bock
Name:		Eric J. Bock
Title:		Executive Vice President, Chief Legal Officer and Chief Administrative Officer

ORBITZ WORLDWIDE, INC.

		/s/ James F. Rogers
Name:		James F. Rogers
Title:		Senior Vice President and General Counsel

EXHIBIT 10.2

PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

LOGO

May 2, 2013

Travelport, LP

Travelport Global Distribution System B.V.

300 Galleria Parkway, N.W.

Atlanta, GA 30339


Re:		Nineteeth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 as amended ( “ Agreement ” ) between Travelport, LP, ( “ Travelport ” ), Travelport Global Distribution System B.V. ( “ TGDS ” and, together with Travelport, collectively, “ Galileo ” ) and Orbitz Worldwide, LLC ( “ Subscriber ” )

Ladies and Gentlemen:

This letter constitutes a Nineteenth Amendment ( “ Amendment ” ) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.

Effective as May 1, 2013 ( “ Amendment Effective Date ” ), Galileo and Subscriber hereby agree as follows:

Services Summary Revision . The Services Summary – Europe to the Agreement is amended as set forth in Exhibit A .

General . This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto or their successors in interest, except as expressly provided in the Agreement. Each Party to this Amendment agrees that, other than as expressly set out in this Amendment, nothing in this Amendment is intended to alter the rights, duties and obligations of the Parties under the Agreement, which shall remain in full force and effect as amended hereby. In the event of a conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall govern. This Amendment may be executed by the Parties in separate counterparts and each counterpart shall be deemed to be an original, but all such counterparts together shall constitute one and the same instrument.

The Parties have caused this Amendment to be executed by the signatures of their respective authorized representatives.

Orbitz Worldwide, LLC

Travelport, LP

By: Travelport Holdings LLC as General Partner


Signature:	/s/ Stephen C. Praven	Signature:	/s/ Paul Harvey
Name:	Stephen C. Praven	Name:	Paul Harvey
Title:	VP, Business Development	Title:	Head of Finance Americas
Date:	20 May 13	Date:	20 May 13


						Travelport Global Distribution System B.V.

						Signature:		/s/ Paul Harvey
						Name:		Paul Harvey
						Title:		Head of Finance Americas
						Date:		20 May 13

Exhibit A

Amendment to Services Summary – Europe

The Services Summary – Europe is amended to add the following:

Subscriber elects to use Travelport’s Flex Shopping Tier 3 (+ /- 3 days) product in the (***) at the rate of $(***) per Flex Shopping Message. All Flex Shopping Messages are charged from the first Flex Shopping Message in the online environment. A “Flex Shopping Message” means any inquiry, request, command or other transaction with the Travelport GDS generated by Subscriber using Travelport’s Flex Shopping product, whether generated manually or by way of an automated program, but excludes messages relating to: (i) printer acknowledgments or answer backs; (ii) global reference system entries (HELP and INFO); and (iii) navigation messages beginning with “m” (e.g., Move Up/Move Down (MU, MD) entries). Travelport will determine the number of Flex Shopping Messages based solely on Travelport’s books and records.

EXHIBIT 10.3

PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

August 19, 2013

Travelport, LP

Travelport Global Distribution System B.V.

300 Galleria Parkway, N.W.

Atlanta, GA 30339


Re:		Twentieth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 as previously amended ( “ Agreement ” ) between Travelport, LP, ( “ Travelport ” ), Travelport Global Distribution System B.V. ( “ TGDS ” and, together with Travelport, collectively, “ Galileo ” ) and Orbitz Worldwide, LLC ( “ Subscriber ” )

Ladies and Gentlemen:

This letter constitutes a Twentieth Amendment ( “ Amendment ” ) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.

Effective as June 10, 2013, ( “ Amendment Effective Date ” ), Galileo and Subscriber hereby agree as follows:

Custom Terms and Conditions Revision . The Custom Terms and Conditions Attachment (Galileo Services) – North America to the Agreement is amended as set forth in Exhibit A .

2. General . This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto or their successors in interest, except as expressly provided in the Agreement. Each Party to this Amendment agrees that, other than as expressly set out in this Amendment, nothing in this Amendment is intended to alter the rights, duties and obligations of the Parties under the Agreement, which shall remain in full force and effect as amended hereby. In the event of a conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall govern. This Amendment may be executed by the Parties in separate counterparts and each counterpart shall be deemed to be an original, but all such counterparts together shall constitute one and the same instrument. Any term not defined in this Amendment will have the meaning specified in the Agreement.

The Parties have caused this Amendment to be executed by the signatures of their respective authorized representatives.

Orbitz Worldwide, LLC

Travelport, LP

By: Travelport Holdings LLC as General Partner


Signature:	/s/ Stephen C. Praven	Signature:	/s/ Scott Hyden
Name:	Stephen C. Praven	Name:	Scott Hyden
Title:	VP, Business Development	Title:	MD Americas
Date:	8/21/13	Date:	8/21/13


						Travelport Global Distribution System B.V.

						Signature:		/s/ Marco van Ieperen
						Name:		Marco van Ieperen
						Title:		Director
						Date:		20-08-2013

Exhibit A

Amendment to Custom Terms and Conditions Attachment

(Galileo Services) – North America

The provision entitled “Use of ePricing for (***)” that was added to the end of the Custom Terms and Conditions Attachment (Galileo Services) – North America in the Ninth Amendment to the Agreement is terminated in its entirety and replaced with the following:

Use of ePricing by Neat Partners and Orbitz for Business Partners

Orbitz may, for or on behalf of its Neat Partners (defined below) and Orbitz for Business corporate customers using Travelport Traversa ( “OFB Partners” ), use ePricing subject to the fees set forth herein as applicable. “Neat Partners” means all private label partners of each Orbitz Worldwide Agency, including but not limited to, (***), using the Neat Platform and shopping from a Pseudo City Code ( “ PCC ” ) PCC 1UA4, PCC 20LA and PCC 198V and otherwise as specified by the parties from time to time for any worldwide point-of-sale.

Beginning on the Amendment Effective Date and subject to the API Addendum between the parties dated March 25, 2013, if Subscriber uses any tier beyond the default tier in ePricing (i.e. if Subscriber chooses to use any tier that offers query returns of 30 or more pricing options), Subscriber will pay Travelport $(***) for each PNR (each, a “ PNR Fee ” ) resulting from the use of such ePricing and (a) generated by OFB Partners; or (b) created on a Neat Partner private label website; for each sale of travel services provided directly by an Orbitz Worldwide Agency for which such ePricing is used.

At any time, Orbitz may discontinue use of ePricing for or on behalf of any or all of the Neat Partners and/or OFB Partners upon notice to Galileo and Orbitz may (1) with respect to any Neat Partner(s) so discontinued, revert back to using the Galileo fare shopping tool that it was using immediately prior to its use of ePricing ( “ Prior Shopping Tool ” ) for such Neat Partner(s) upon the same terms and conditions as were in place for the Prior Shopping Tool at such time, provided the Prior Shopping Tool is still available for use by Travelport customers; or (2) with respect to any Neat Partner(s) and/or OFB Partner(s) so discontinued, use any third party shopping tool of Orbitz’s choosing. For the avoidance of doubt, Orbitz’s decision to discontinue use of ePricing under this paragraph, however, does not eliminate Orbitz’s obligations (***) under the Agreement Relating to ITA, ebookers and Supplier Link dated February 1, 2011 between the Parties ( “Feb 2011 Agreement” ).

The Parties agree that as of the Amendment Effective Date, any use of ePricing by Orbitz as set forth in this Amendment shall be applied towards the (***)% requirement under Section 3(a) of the Feb 2011 Agreement as if such use were coming from the Orbitz Domestic Consumer Websites.

Subscriber will pay Galileo the following excess Message fees ( “Excess Message Fees” ) following the Test Period (defined below) for each Message type generated on the Travelport GDS by Subscriber on behalf of Neat Partners and OFB Partners if the average Messages for a given calendar month exceed the Allowed Message ratio set forth below. For purposes of this paragraph, “Message” means any inquiry, request, command or other transaction with the System generated by Subscriber on behalf of Neat Partners and OFB Partners manually or by way of any automated programs, but excluding transactions relating to: (i) printer acknowledgments or answer backs; (ii) global reference system entries (HELP and INFO); and (iii) navigation messages beginning with “m” (e.g., Move Up/Move Down (MU, MD) entries). “General Message” means any Message generated by Subscriber on behalf of Neat Partners and OFB Partners other than an ePricing Message. “ePricing Message” means any Message generated by Subscriber on behalf of Neat Partners and OFB Partners that accesses or initiates a shopping request or

similar functionality that finds the lowest or most suitable fare within the System, and any Message which accesses or initiates a flexible shopping option or any similar functionality that finds airfares within the System based on specified flexible travel dates or flexible origin or destination airports. Galileo will determine the number of Messages solely by its books and records.


Message Type	Number of Messages Allowed For Every One Segment (“Allowed Messages”)	Excess Message Fee
General Messages	(***)	$(***)
e-Pricing Messages (domestic and international)	(***)	$(***)

The Excess Message Fees set forth above will be waived for any month in which such fees are incurred so long as Subscriber reverts to the Allowed Message ratio set forth above within thirty (30) days of receiving notice from Travelport that Subscriber has exceeded the Allowed Message ratio. By way of example, if Subscriber exceeds the Allowed Message ratios during the month of January, Travelport will waive the Excess Message Fees for January so long as Subscriber reverts to no more than (***) General Messages and no more than (***) e-Pricing Messages within thirty (30) days of receiving notice from Travelport that Subscriber exceeded the Allowed Messages ratio during the month of January.

Subscriber may not carry Allowed Messages for any Message type forward or backward to any other calendar month. Subscriber is not entitled to any credit against past or future Message charges for failure to use all of its Allowed Messages for such Message type within a given calendar month. Within 90 days following the Amendment Effective Date ( “ Test Period ” ), Galileo and Subscriber will meet to discuss the actual Messages generated by Subscriber on behalf of Neat Partners and OFB Partners during the Test Period and determine whether any changes to the Allowed Messages ratio are necessary. Any changes to the Allowed Messages ratio shall be subject to the mutual written agreement of both parties. No Excess Message Fee shall be owed, regardless of the actual Messages generated by Subscriber on behalf of Neat Partners or OFB Partners, prior to or during the Test Period.

Subscriber will provide commercially reasonable prior written notice to Galileo of any event that Subscriber expects may have a material increase on the number of General Messages or e-Pricing Messages made by Subscriber on behalf of Neat Partners or OFB Partners, including but not limited to, new code or changes to existing code launched by Subscriber, Subscriber’s entrance into new markets, or Subscriber’s advertising/marketing campaigns. Subscriber will use commercially reasonable efforts to ensure that Subscriber’s code operates with the System in the most efficient way possible to avoid excessive Messages.

Use of ePricing by Orbitz under this Amendment is limited solely to use with respect to Neat Partners and OFB Partners as set forth in this Amendment on the Apollo and Galileo platforms. Subscriber and Galileo each acknowledge that the terms and conditions relating to ePricing in this Amendment have no relationship to the terms and conditions that have been or may be agreed upon between Subscriber and Galileo for Orbitz’s use of ePricing in other contexts and may not be used as precedent for negotiations in future ePricing business arrangements that the Parties may wish to pursue. Further, Subscriber and Galileo each acknowledge that Orbitz’s use of ePricing as set forth in this Amendment does not indicate that ePricing demonstrates functionality substantially equivalent to or better than ITA’s fare shopping tool or otherwise suggest that ePricing meets any functional parity provisions in the Agreement.

For the avoidance of doubt, Galileo’s agreement to provide ePricing in the Agreement including this Amendment contemplates Orbitz using, as Orbitz may determine from time to time, any versions – or tiers – of ePricing, such as the most premium tiers of ePricing (e.g. the highest tiers that provide the most number of pricing options and itinerary options, etc.), which are at any time then currently available to any other online customers of Travelport and subject to Travelport’s fees, charges, terms and conditions.

EXHIBIT 10.4

PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

LOGO

September 26, 2013

Travelport, LP

Travelport Global Distribution System B.V.

300 Galleria Parkway, N.W.

Atlanta, GA 30339


Re:		Twenty-First Amendment to Subscriber Services Agreement, dated as of July 23, 2007 as amended ( “ Agreement ” ) between Travelport, LP, ( “ Travelport ” ), Travelport Global Distribution System B.V. ( “ TGDS ” and, together with Travelport, collectively, “ Galileo ” ) and Orbitz Worldwide, LLC ( “ Subscriber ” )

Ladies and Gentlemen:

This letter constitutes a Twenty-First Amendment ( “ Amendment ” ) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.

Effective as July 1, 2013 ( “ Amendment Effective Date ” ), Galileo and Subscriber hereby agree as follows:

1. Custom Terms and Conditions Attachment . The Custom Terms and Conditions Attachment (Galileo Services) – North America to the Agreement is further amended as set forth in Exhibit A .

The Parties have caused this Amendment to be executed by the signatures of their respective authorized representatives.

Orbitz Worldwide, LLC

Travelport, LP

By: Travelport Holdings LLC as General Partner


Signature:	/s/ Stephen C. Praven	Signature:	/s/ Scott Hyden
Name:	Stephen C. Praven	Name:	Scott Hyden
Title:	VP, Business Development	Title:	MD-Americas
Date:	10/7/13	Date:	10/8/13


						Travelport Global Distribution System B.V.

						Signature:		/s/ Marco van Ieperen
						Name:		Marco van Ieperen
						Title:		Director
						Date:		09-10-2013

Exhibit A

Amendment to Custom Terms and Conditions Attachment

(Galileo Services) – North America

The Custom Terms and Conditions Attachment, as previously amended (the “ Attachment ” ) is amended as follows:

Removal from Paragraph F

The following two ARC numbers are removed from the table in the Attachment at Paragraph F entitled Cheaptickets ARC Numbers:

44574423

44576641

Collectively, the above ARC Numbers are the “ OFB ARC Numbers , ” and each (***) ( “ Carrier ” ) segment generated by Orbitz for Business using these OFB ARC Numbers is a “ Carrier Segment on OFB . ”

Segment Incentive for Carrier Segments generated by Orbitz for Business

Effective as of July 1, 2013, Galileo will pay Subscriber $(***) for each Carrier Segment on OFB made through the Galileo Services each calendar month, and $(***) for each Carrier Segment on OFB made through the Worldspan Services each calendar month. Subscriber will not be obligated to pay Galileo any Program Fees, opt-in fees, content access fees or other fees or amounts relating to any Carrier Segment on OFB, including without limitation any amounts associated with Carrier Segments generated by the OFB ARC Numbers.

Retroactive Nature

Because of the retroactive nature of the effective date of the Segment Incentive payments and related changes in the paragraph above, Travelport will use commercially reasonable efforts to reimburse Subscriber, within 60 days following the execution of this Amendment by both parties, an amount equal to the total of any and all Program Fees, opt-in fees, content access fees and other fees and amounts relating to each Carrier Segment on OFB, including without limitation any amounts associated with Carrier Segments generated by the OFB ARC Numbers, paid by Subscriber from such effective date through the signing date of this Amendment.

EXHIBIT 10.5

PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

AMENDMENT TO THE

API ADDENDUM

This Amendment to the API Addendum ( “ Amendment ” ) is effective June 27, 2013 ( “Amendment Effective Date” ) and is by and between Travelport, LP, Travelport Global Distribution System, BV (collectively, “Travelport” ) and Orbitz Worldwide, LLC ( “Subscriber” ).

WHEREAS , Travelport and Subscriber are parties to a Subscriber Services Agreement dated July 23, 2007, as previously amended ( “Agreement” ); and

WHEREAS , Travelport and Subscriber are parties to an API Addendum to the Agreement dated March 25, 2013 ( “ API Addendum ” ); and

WHEREAS , Travelport and Subscriber desire to amend the API Addendum to enable Orbitz for Business to code to the Travelport uAPI to access the content of (***) (“(***)”).

Travelport and Subscriber agree as follows:

Definitions

Except as otherwise specified in this Amendment, capitalized terms in this Amendment will have the same meanings as used in the Agreement or API Addendum.

The defined term, “ Purpose ” in the API Addendum is expanded to include the (***) Use.

(***) Use . The following is added to the API Addendum as a new paragraph:

“Subject to the limitations and restrictions imposed on Travelport and Subscriber by (***), Travelport shall make available to Orbitz for Business, its affiliates, corporate customers and channel partners all of (***)’s published fares, negotiated rates, web only fares, and ancillary products in the Travelport uAPI, which access will include without limitation Travelport’s provision of such functionality as search, display, book, cancel, refund and exchange functionality for such fares and products permitted by (***), through the Orbitz for Business portals, such as www.orbitzforbusiness.net and any derivative or successor sites approved by (***) (collectively, the “ (***) Use ” ). Travelport will perform the development work required to provide Orbitz for Business with the above (***) fares, rates, ancillary products and functionality in a timely manner with a goal of having it complete by August 14, 2013, subject to delays caused by Orbitz or (***) and will, on an ongoing basis, use commercially reasonably efforts to make Releases available to Orbitz for Business in a timely manner, at all times acting in good faith, taking into consideration the importance to Orbitz for Business of being able to remain competitive in its offerings of (***) products and services relative those of its competitors. For purposes of the foregoing, a “Release” means any new update, upgrade, version, feature, functionality, content or the like that is made available by (***) to Travelport and that (***) permits to be provided to Orbitz for Business. Travelport will notify Subscriber upon receiving each Release from (***) and will, in the notice, estimate when Travelport will complete the work necessary to make the Release available to Orbitz for Business. For the avoidance of doubt, Travelport will continue to make available to Orbitz for Business in the Travelport GDS, the same (***) content and functionality that Travelport was making available to Orbitz for Business in the GDS immediately prior to the Amendment Effective Date, for use in the normal course by Orbitz for Business so long as such content and functionality are permitted by (***).

If, for any reason, Travelport is unable or believes that it may become unable, to make any of the above-mentioned fares, rates and products available in any Travelport GDS or the uAPI, it will notify Subscriber and describe, in reasonable detail, the affected fares, rates and/or products (or those which might be affected as the case may be) together with the expected duration of their lack of availability, and shall provide Subscriber with such other information as Subscriber may reasonably request. For the avoidance of doubt, nothing in this API Addendum is intended to avoid or limit in any way the exceptions in Section 5.C of the Agreement.

Acknowledgment . The following is added to the API Addendum as a new paragraph:

“Subscriber acknowledges that (***) must approve requests for a corporate customer identification number and assign such number to the requesting party ( e.g . an affiliate, corporate customer or channel partner) prior to such party accessing the (***) fares and products via the Travelport uAPI.”

Amendment Controls . Except and only to the extent expressly modified by this Amendment, all other terms in the Agreement and API Addendum shall remain the same. As between this Amendment and the Agreement, and as between this Amendment and the API Addendum, the terms and conditions of this Amendment shall control.

Attachment 1

Attachment 1 to the API Addendum is amended effective as of the Amendment Effective Date by adding the following to the end of Attachment 1:

Additional Authorized Application

The following additional application is added as an Authorized Application:


Licensed API: Universal API Web Site(s): Orbitz for Business



Application(s):		x business-to-business ¨ business-to-consumer ¨ business-to-tour/travel agency ¨ other:

Purpose of Application:		Use of Travelport’s uAPI by Orbitz for Business is solely for the (***) Use.

Fees		Subscriber will pay Travelport $(*) for each Segment booked on () by Orbitz for Business in accordance with and subject to the terms and conditions of the Fifth Amendment to the Agreement, effective as of November 5, 2009. For clarity, other than the foregoing and any fees set forth in the API Addendum or Agreement (such as any applicable Rapid Reprice fees), there are no additional fees payable to Travelport by Subscriber in connection with the (**) Use.

IN WITNESS WHEREOF , the parties have executed this Amendment by their duly authorized representatives.

Orbitz Worldwide LLC

Travelport, LP :

By: Travelport Holdings, LLC, as General Partner


Signature:	/s/ Stephen C. Praven	Signature:	/s/ Paul Harvey
Print Name:	Stephen C. Praven	Print Name:	Paul Harvey
Title:	VP, Business Development	Title:	Head of Finance Americas
Date:	August 18, 2013	Date:	August 21, 2013


Travelport Global Distribution System, BV

Signature:		/s/ Marco van Ieperen
Print Name:		Marco van Ieperen
Title:		Director
Date:		August 28, 2013

EXHIBIT 10.6

PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

LOGO

ACTIVITY ADDENDUM

Customer Number: 425276

This Activity Addendum dated September 26, 2013 (“Addendum”) is by and between Travelport, LP, Travelport Global Distribution System, BV (collectively, “Travelport”) and Orbitz Worldwide, LLC (“Subscriber”).

WHEREAS, Travelport and Subscriber entered into the Subscriber Services Agreement dated July 23, 2007, as amended (“Agreement”); and

WHEREAS, Travelport and Subscriber now desire to amend the Agreement to provide Subscriber with Travelport’s GlobalWare product.

NOW, THEREFORE , it is agreed:

1. Term. This Addendum will be effective upon the last date of execution below and will continue for a term ending on the termination or expiration of the Agreement.

2. GlobalWare. Travelport will provide the following additional Services to Subscriber (for use by it and the Orbit Worldwide Agencies) at the fees set forth below. Subscriber will pay Travelport such amounts due within 30 days of invoice date.

Qty

Optional products and Services

One-Time
Per Unit
Fee

Monthly
Fees

One-Time
Fees

Customer
Number

GlobalWare Multi-user first seat

(***)

GlobalWare Multi-user additional seat

(***)

3. General Provisions; Continuation of the Agreement

A. This Addendum is subject to the Agreement, which is incorporated as if fully set forth herein. Except to the extent the Agreement is amended herein, the Agreement remains in Nil force and effect. To the extent the terms of this Addendum are inconsistent with the terms of the Agreement, for purposes of this Addendum the terms of this Addendum will control.

B. This Addendum constitutes the full and final agreement between the parties with respect to the subject matter hereof.

This Addendum is agreed to by Subscriber and Travelport, through their duly authorized undersigned representatives, as follows:

Orbitz Worldwide, LLC

Travelport, LP

By: Travelport Holdings LLC as General Partner


Signature:	/s/ Stephen Praven	Signature:	/s/ Scott Hyden
Name:	Stephen Praven	Name:	Scott Hyden
Title:	VP, Business Development	Title:	MD – Americas
Date:	October 7, 2013	Date:	October 8, 2013


Travelport Global Distribution System B.V.

Signature:		/s/ Marco van Ieperen
Name:		Marco van Ieperen
Title:		Director
Date:		October 9, 2013

Exhibit 31.1

CERTIFICATIONS

I, Gordon Wilson, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: November 7, 2013						/s/ G ORDON W ILSON
						Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Philip Emery, certify that:

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

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

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

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

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


Date: November 7, 2013						/s/ P HILIP E MERY
						Executive Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATION OF CEO AND CFO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Travelport Limited (the “Company”) on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gordon Wilson, as Chief Executive Officer of the Company, and Philip Emery, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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

/s/ G ORDON W ILSON

Gordon Wilson

Chief Executive Officer

November 7, 2013

/s/ P HILIP E MERY

Philip Emery

Executive Vice President and Chief Financial Officer

November 7, 2013