Travelport LTD (Form: 10-K, Received: 03/10/2014 14:19:04)

Position

Terence P. Conley

Executive Vice President, Capability and Performance

Bryan Conway

Senior Vice President and Chief Marketing Officer

Christopher Roberts

Group Vice President, Corporate Strategy and Development

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2013

		Or

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

		For the transition period from to

Commission File No. 333-141714

Travelport Limited

(Exact name of registrant as specified in its charter)


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

300 Galleria Parkway

Atlanta, GA 30339

(Address of principal executive offices, including zip code)

(770) 563-7400

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No ¨

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 þ No ¨

Indicate by check whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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


Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer þ	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 þ

As of March 10, 2014, 12,000 shares of the Registrant’s common stock, par value $1.00 per share, were outstanding, all of which were held by Travelport Holdings Limited.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS


Item	Description	Page

	PART I
Item 1	Business		3
Item 1A	Risk Factors		15
Item 1B	Unresolved Staff Comments		30
Item 2	Properties		30
Item 3	Legal Proceedings		30
Item 4	Mine Safety Disclosures		31

	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		32
Item 6	Selected Financial Data		32
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 7A	Quantitative and Qualitative Disclosure about Market Risk		59
Item 8	Financial Statements and Supplementary Data		60
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 9A	Controls and Procedures		60
Item 9B	Other Information		61

	PART III
Item 10	Directors, Executive Officers and Corporate Governance		62
Item 11	Executive Compensation		66
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		79
Item 13	Certain Relationships and Related Transactions and Director Independence		82
Item 14	Principal Accounting Fees and Services		84

	PART IV
Item 15	Exhibits, Financial Statement Schedules		85
	Signatures		86

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 Annual Report on Form 10-K to “we”, “our”, “us” or “Travelport” 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 our outstanding indebtedness may have on the way we operate our business;

•

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

•

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

•

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

•

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

•

our ability to grow adjacencies, such as our controlling interest in eNett;

•

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

•

pricing, regulatory and other trends in the travel industry;

•

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

•

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

•

financing plans and access to adequate capital on favorable terms.

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

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

ITEM 1. BUSINESS

Overview

With its business origins in 1971, Travelport is a leading distribution services and e-commerce provider for the global travel industry. Headquartered in Atlanta, Georgia, USA, and operating in more than 170 countries with over 3,500 employees, Travelport is one of the most geographically diversified companies of its kind.

Travelport empowers travel providers and agents to search and sell the broadest range of travel content (covering air, land and water) to the widest audience in whichever format they wish to access and transact it.

During 2013, Travelport issued 169 million air tickets (approximately 5 per second) and completed 59 million hotel room night bookings (approximately 2 per second).

Travelport operates a travel technology business, powered by global distribution systems (“GDS”) with three industry reknowned brands: Galileo, Apollo and Worldspan. Our GDSs provide aggregation, search and transaction processing services to over 800 travel providers and approximately 67,000 online and offline travel agencies locations, allowing the former to market and sell their broadening set of products and offerings to travelers around the world and the latter to search, compare, process and book itinerary for millions of end consumers.

Travelport provides efficient distribution and valuable services to the travel ecosystem, to travel providers and travel agencies. In 2013, our total transaction processing revenue was approximately $1.9 billion, up 5% compared to 2012.

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

Company History

Since the early 1970s, Travelport GDSs have been providing airlines an electronic platform to expand their reach and market and sell their travel services around the world.

Travelport Limited, a Bermuda company, was formed on July 13, 2006 to acquire the travel distribution services businesses of Cendant Corporation, which included Galileo, Orbitz and Gullivers Travel Associates (“GTA”). We also provided hosting for United Airlines. On August 23, 2006, the acquisition was completed, and we were acquired by affiliates of The Blackstone Group (“Blackstone”), affiliates of Technology Crossover Ventures (“TCV”) and certain existing and former members of our management. One Equity Partners (“OEP”) acquired an economic interest in us in December 2006.

In 2007, we expanded and diversified our geographic and commercial footprint by acquiring the Worldspan GDS business, which included the hosting for Delta Air Lines.

In recent years, Travelport has been reinventing its business and increasing its value to the travel ecosystem of buyers and sellers. Building on its rich travel technology heritage, its global footprint and multiple worldwide industry relationships, Travelport has continued to drive innovation in the electronic distribution of airline products and services and expand into the growing world of travel services beyond air, including hotel, car, rail, cruise and tour and destination services such as transfers, tours, restuarants and attractions.

In 2007, Travelport completed the initial public offering of common stock of Orbitz Worldwide, Inc. (“Orbitz Worldwide”) on the New York Stock Exchange. Our ownership in Orbitz Worldwide currently is approximately 45% of Orbitz Worldwide’s outstanding common stock. In 2011, we completed the sale of our GTA business to Kuoni Travel Holdings Ltd.

Between 2011 and 2013, we completed several restructurings related to our debt obligations. As a results of these restructurings, we further reduced our outstanding debt and converted certain lenders to shareholders (the “New Shareholders”). As of December 31, 2013, the New Shareholders own approximately 71% of Travelport Worldwide Limited, our indirect parent.

We continually explore, prepare for and evaluate possible transactions, including acquisitions, divestitures, joint ventures and other arrangements, to ensure we have the most efficient and effective capital structure and/or to maximize the value of the enterprise. No assurance can be given with respect to the timing, likelihood or effect of any possible transactions.

Company Information

Our principal executive office is located at 300 Galleria Parkway, Atlanta, Georgia 30339 (telephone number: (770) 563-7400). We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file reports, proxy and information statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports (including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to such reports) and other information can be accessed on our website at www.travelport.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. A copy of our Code of Business Conduct and Ethics, as defined under Item 406 of Regulation S-K, including any amendments thereto or waivers thereof, can also be accessed on our website. We will provide, free of charge, a copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and Code of Business Conduct and Ethics upon request by phone or in writing at the above phone number or address, attention: Investor Relations.

Our Business

Air Distribution Business

Airlines distribute their products through two channels — direct and indirect (where Travelport provides its innovative solutions):

•

the direct channel consists of travel providers distributing their products to end consumers via their own websites, call centers or ticket offices; and

•

in the indirect channel, travel providers distribute their products to end consumers via travel agencies or other intermediaries, including online travel agents (“OTAs”), offline travel agents and corporate booking tools.

Travelport’s airline distribution business operates on a transaction-based revenue model linked to the number of air booking transactions processed through Travelport’s systems and correlated to airline passenger volumes.

Travelport’s airline distribution business obtains airline inventory, including pricing, availability, reservations, ticketing and payment, from travel providers and provides electronic access to both online and traditional travel agencies. Travel agencies are given the ability to shop and book across hundreds of providers in real time, handle payment processing and other fulfillment services, perform customer service functions, such as changes, cancellations and re-issues, and enable efficient management of their mid- and back-office activities. We earn transaction processing revenue by charging a fee to travel providers for each segment booked, cancelled or changed. In connection with these bookings, we generally pay commissions or provide other financial incentives or loyalty payments to travel agencies to encourage greater use of our distribution systems and services.

Air passenger volumes are driven primarily by economic growth and are correlated to the economic cycle. Air passenger volumes typically outperform GDP growth, except in periods of economic shock. According to International Airline Clearing House (“IATA”), between 2004 and 2007, air passenger volumes grew at approximately twice the rate of global GDP. During the global economic recession in 2008 and 2009, air travel

volumes declined, with air passenger volumes down 0.2% in 2008 and 0.3% in 2009. However, since 2010, the global travel industry and air passenger volume have recovered and returned to their historical growth trends.

In air distribution, Travelport is positioned in the high value, more complex and stable segment serviced by the GDS. The GDS focused segment is characterized by end travelers seeking informed choice, and include corporate travelers serviced through corporate booking tools and corporate and leisure travelers seeking complex travel itineraries, including long haul travel, high end travel, complicated multi-segment/multi-content itineraries, and specialized travel (e.g. student and adventure travel) that are serviced by OTAs and full service offline travel agencies.

Travelport estimates that the GDS-focused air segment contributes a greater portion of value (as measured by ticket revenues) than volume (as measured by segments) to its airline travel providers. Travelport will continue to be well positioned to support airlines in delivering their key revenue growth initiatives, including:

•

The distribution of ancillary products such as seat assignments and baggage fees

•

Improved marketing and branding capabilities for their products

•

Greater and more efficient access to corporate travelers

•

Greater and more efficient access to travelers outside their home markets, including emerging markets

Travelport is enabling airlines to capitalize on the growing importance and value of ancillary products with the development of its proprietary Travelport Merchandising Platform. Third-party industry research indicates ancillary travel revenue grew from $9 billion in 2008 to $27 billion in 2012, despite a challenging macroeconomic environment.

Airline ancillary revenues are projected to continue to grow at a compound annual growth rate (“CAGR”) of 15% from 2012 to 2015 to $46 billion. In a recent industry survey of airlines, 78% recognized the indirect channel as the key distribution source for driving higher margin ancillaries such as seat assignment, Wi-Fi access, meal vouchers, priority boarding and baggage fees.

Travelport accounted for approximately 26% of the global share of GDS-processed air segments in 2012 and 2013, with a balanced split across regions. In 2013, approximately 169 million tickets were issued through Travelport’s GDS business. In 2013, our travel distribution business handled more than 300 million air segments.

Travelport’s balanced global footprint is aligned to the current distribution of demand for air volumes and is well positioned to capitalize on forecasted growth in emerging regions such as the Middle East and Africa (MEA) and Asia Pacific (APAC). Travelport’s balanced, global footprint provides travel providers an attractive distribution proposition to access demand for their products in regions currently providing high volumes, such as, North America, and those regions forecasted to deliver high rates of growth, including APAC and Middle East. Our geographic distribution of GDS processed air segments is highly correlated with the industry geographic distribution of GDS processed air segments as defined by Marketing Information Data Tapes (“MIDT”). MIDT reports on daily travel agency airline booking activity through global distribution. The table below demonstrates our geographic distribution of GDS processed air segments with that of the GDS industry geographic distribution of GDS processed air segments for the year ended December 31, 2013.

Geographic Distributions of GDS Processed Air Segments


	Travelport	GDS Industry
Americas	44%	42%
Europe	26%	31%
APAC	18%	17%
MEA	12%	10%

Beyond Air — Growth Strategy

Building on its rich travel technology heritage, its global footprint and multiple worldwide industry relationships, Travelport has been on a path to expand into adjacent areas, such as payment, and develop its distribution offering into the ever-expanding world of travel services beyond air, including hotel, car, rail, cruise and tour and destination services, such as transfers.

Hotel Distribution

Hotel distribution represents a significant growth opportunity for Travelport due to several attractive industry characteristics, which include:

•

size and growth rate;

•

low existing penetration rates for GDSs;

•

a highly fragmented supply base; and

•

increasing importance of hotel content to travel agencies.

Global hotel bookings are projected to grow from $466 billion in 2012 to approximately $524 billion in 2014, representing a 6% CAGR. The hotel industry remains highly fragmented with a majority of properties worldwide remaining as independents, rather than part of a chain, which has historically limited use of GDSs as a distribution medium.

Most travel agents use multiple resources to fulfill hotel bookings for travelers due to explicit customer requests or an agent’s desire to explore all available options. Travel agents’ efficiency and sales can suffer during the time it takes to complete bookings. Multiple resources mean different passwords and systems, limited ability to compare offerings and commissions in a single display, and a complex back-office processing and commission tracking.

With the introduction of Travelport Rooms and More, travel agencies can now use Travelport to complete their hotel business in one place, and realize the benefits of increased operating efficiency through integration with the GDS. Travelport Rooms and More is an innovative solution using metasearch technology to offer travel agencies efficient access to the world’s independent accommodations. Through Travelport’s hotel offerings, travel agencies have full freedom to shop and book bed and breakfasts, boutiques, five-star deluxe hotels, budget accommodations and everything in between.

Car, Rail, Other

As part of its distribution offering, Travelport provides leading car rental providers, national and international rail providers, and cruise and tour operators the ability to market and sell their products to approximately 67,000 travel agency locations around the world that subscribe to Travelport’s GDSs. Travelport’s GDSs allow travel agencies to search, compare, process and book itineraries across this ever growing set of travel products and services. In 2013, Travelport GDSs offered 35,000 car rental locations, 55 cruise and tour operators and 12 rail providers.

B2B Travel Payments

Every year, billions of dollars, through millions of payment transactions, are transferred between travel agencies and travel providers. As a result, travel providers and travel agencies alike are forced to divert valuable resources and dollars away from their core operations to manage the associated invoicing, payment, risk management, and reconciliation processes. Travelport firmly believes that travel providers and travel agencies alike will increasingly seek new B2B payments solutions that enable them to focus their resources and dollars on their core operations and reduce operating costs.

eNett, a Travelport majority-owned joint venture, has developed an innovative payment solution, tailored to address these issues and the specific needs of the travel industry utilizing single use credit cards through its partnership with MasterCard. In 2013, eNett revenue grew 132% and we expect further growth opportunities in the B2B payment solutions business.

Advertising

Through its point of sale solutions, Travelport provides solutions for travel providers to advertise and promote their products/services, whether to create product and service awareness, build brand image, promote a marketing campaign, reach a new targeted consumer base or educate travel agents, corporate travel buyers and consumers of travel. Advertising revenue grew 13% during 2013 compared to 2012.

Corporate Travel

Working with corporations and their partner travel management companies worldwide, Travelport offers solutions and services to empower travel procurement processes and manage travel programs efficiently and effectively.

IT Solutions

Travelport has developed a set of high-value IT point solutions and has inherited an airline hosting business through its history and acquisitions, forming an IT business. The business includes IT hosting, application development solutions and IT subscription services to Delta and four other airlines and other technology companies, IT subscription services to 297 airlines and airline ground handlers and data business intelligence services to approximately 150 airlines and airports. Travelport provides unparalleled service and system reliability to its IT customers.

•

Hosting solutions. These solutions encompass mission-critical systems for airlines such as internal reservation system services, seat and fare class inventory management, flight operations technology services and software development services. Our internal reservation system services include the operation, maintenance, development and hosting of an airline’s internal reservation system and include seat availability, reservations, fares and pricing, ticketing and baggage services. These services are integral to an airline’s operations as they are the means by which an airline sells tickets to passengers and also drive all the other key passenger-related services and revenue processes and systems within the airline.

We operate the hosting platform for Delta, which accounts for a majority of our hosting revenue. This agreement expires in 2018. We also provide four other airlines around the world with other reservation system products through our hosting solutions. Prior to March 2012 we hosted the reservation system for United Airlines. The integration of the United-Continental systems was completed in early March 2012, and we no longer service United Airlines’ reservation system. The impact of the loss of the master services agreement (“MSA”) with United Airlines resulted in a decline of approximately $27 million of net revenue, $21 million of EBITDA and $23 million of Adjusted EBITDA for the year ended December 31, 2013 compared to 2012.

•

IT subscription services. While some airlines elect to have their internal reservation system run by a single IT services provider, others prefer to outsource selected functions to multiple IT services providers. We have developed an array of leading-edge IT subscription services for mission-critical applications in fares, pricing, e-ticketing and electronic miscellaneous documents (EMD). We provide these services to 297 airlines and airline ground handlers, of which 55 are direct customers and 242 are indirect customers that receive our services through an intermediary.

•

GDS hosting and IT services. In 2013, Travelport implemented its partnership with Axess, a system owned by Japan Airlines, to deploy a new GDS in Japan. We provide hosting and IT services to Axess under a long-term agreement, which will benefit our Air Distribution Business in 2014 and beyond.

•

Business Intelligence. We provide data to airlines, travel agencies, hotels, car rental companies and other travel industry participants. Our data sets are critical to these businesses in the management of their own operations and the optimization of our industry position and revenue-generating potential.

Travel Providers

Our relationships with travel providers extend to airlines, hotels, car rental companies, rail networks, cruise and tour operators and destination service providers. Travel providers, airlines and other travel providers are

offered varying levels of services and functionality at which they can participate in our GDS. These levels of functionality generally depend upon the travel provider’s preference as well as the type of communications and real-time access allowed with respect to the particular travel provider’s host reservations systems.

We connect travel providers with travel agencies across over 170 countries to distribute supplier inventory that is aggregated from over 400 airlines, approximately 320 hotel chains covering more than 95,000 hotel properties, approximately 30 car rental companies covering more than 35,000 car rental locations and 12 major rail networks worldwide, as well as approximately 55 cruise and tour operators.

The table below lists alphabetically Travelport’s largest airline providers in the Americas, Europe, MEA and APAC for the year ended December 31, 2013, based on revenue:


Americas	Europe	MEA	APAC
American Airlines	Alitalia Airlines	Emirates Airlines	Malaysian Airlines
Air Canada	British Airways/Iberia	Qatar Airways	Qantas Airways
Delta Air Lines	Lufthansa Airlines	Saudi Arabian Airlines	Singapore Airlines
United Airlines	TAP Air Portugal	South African Airways	Thai Airways
US Airways	Turkish Airlines	Turkish Airlines	Virgin Australia Airlines

Our standard distribution agreements with air, hotel and car rental providers are open-ended or roll over unless specifically terminated. The majority of our agreements remain in effect each year, with exceptions usually linked to airline mergers or insolvencies. Our contracts with a majority of our top fifteen airline providers, as measured by revenue for the year ended December 31, 2013, are in place until 2014 and beyond, unless earlier terminated pursuant to the specific terms of each contract. Our top fifteen travel providers (by revenue), all of which are airlines, have been customers on average for more than ten years and, for the year ended December 31, 2013, represented approximately 36% of transaction processing revenue. We have a high renewal rate with our travel providers.

We have entered into a number of specific-term agreements with airlines in the larger and more mature geographic areas, including North America and Western Europe, as well as APAC, to secure full-content. Full-content agreements allow our travel agency customers to have access to the full range of our airline providers’ public content, including the ability to book the last available seat, as well as other functionality. The typical duration of these agreements ranges from two to five years. We have secured full-content agreements with approximately 90 airlines (including low cost carriers (“LCCs”)) worldwide, including all the major airlines in North America, as well as European and Asian airlines such as British Airways, Air France, KLM, Lufthansa, Swiss, Alitalia and Qantas. Booking fees attributable to such full-content agreements comprised 51% of our transaction processing revenue in the year ended December 31, 2013. Certain full content agreements expire, or may be terminated, during 2014. For example, though we have participation agreements with these airline providers in which they participate in our GDSs, full-content agreements with airlines representing approximately 11% of our transaction processing revenue for the year ended December 31, 2013 are up for renewal or are potentially terminable by such carriers in 2014. See Part IA — “Risk Factors”.

We have approximately 85 LCCs participating in our GDS, with our top 10 LCCs by volume, accounting for approximately 3% of our transaction processing revenue in the year ended December 31, 2013. Frontier Airlines, Spirit Airlines and WestJet Airlines generated the largest booking fees attributable to LCCs during the period. Our booking fees from LCCs increased by 8% for the year ended December 31, 2013, in contrast to a 3% increase in booking fees attributable to traditional carriers compared to the prior year. We believe that our geographic breadth makes us a compelling source of value for most major LCCs, and we believe that we are well positioned to capture growth from the LCCs due to our global footprint in the business travel arena in some of the prime areas where LCCs are strongest such as the United States, the United Kingdom and Australia.

We have relationships with approximately 320 hotel chains, representing more than 95,000 hotel properties, which provide us with live availability and instant confirmation for bookings, in addition to approximately 20 hotel aggregators resulting in approximately 525,000 unique hotel properties bookable through Travelport Rooms and More. Our top hotel providers for the year ended December 31, 2013 were Hilton, Intercontinental Hotels Group and Marriot Hotels, which together accounted for approximately 42% of our hotel revenue in this period.

We have a relationship with approximately 30 car rental companies, representing over 35,000 car rental locations, providing seamless availability and instant confirmation for virtually all customers. Our top five car rental company providers by brand for the year ended December 31, 2013 were Avis, Dollar, Enterprise, Hertz and National, which together accounted for approximately 66% of our car rental revenue in this period. We provide electronic ticketing solutions to 12 major international and national rail networks, including Société Nationale des Chemins de Fer France (SNCF) (France), Amtrak (United States), Eurostar Group (United Kingdom/France) and AccessRail (United States), which accounted for all of our rail revenue for the year ended December 31, 2013.

Travel Agencies

Approximately 67,000 online and offline travel agency locations worldwide use us for travel information, booking and ticketing capabilities, travel purchases and management tools for travel information and travel agency operations. Access to our GDS enables travel agencies to electronically search travel-related data such as schedules, availability, services and prices offered by travel providers and to book travel for end customers.

Our travel distribution systems also facilitate travel agencies’ internal business processes such as quality control, operations and financial information management. Increasingly, this includes the integration of products and services from independent parties that complement our core product and service offerings, including a wide array of mid- and back-office service providers. We also provide technical support, training and other assistance to travel agencies, including numerous customized access options, productivity tools, automation, training and customer support focusing on process automation, back-office efficiency, aggregation of content at the desktop and online booking solutions.

Our relationships with travel agencies typically are non-exclusive, with the majority of GDS-processed air segments booked through agencies which are dual automated, meaning they subscribe to and have the ability to use more than one GDS. In order to encourage greater use of our GDS, thereby increasing the number of travel bookings using our GDS and to improve travel agencies’ loyalty towards our business, we pay commissions or loyalty payments or provide other financial incentives to them. Travel agencies or other GDS customers in some cases pay a fee for access to our GDS or to access specific services or travel content.

Our travel agency customers comprise online, offline, corporate and leisure travel agencies. Our top ten travel agency customers, as measured by booking fees, have, on average, been customers for over 10 years, and booking fees attributable to their activities in the year ended December 31, 2013 represented approximately 30% of our transaction processing revenue. Our largest online travel agency customers, by booking fees, in 2013 were Orbitz Worldwide (which includes orbitz.com and cheaptickets.com in the United States and ebookers.com in Europe), Priceline and Expedia. In the year ended December 31, 2013, regional travel agencies (such as TrailFinders) accounted for approximately 72% of booking fees, online travel agents were the next largest category, representing approximately 17% of booking fees, and global accounts (such as American Express) accounted for the remaining amount. Our largest corporate travel agency customers in 2013 were American Express, BCD Holdings, Carlson Wagonlit Travel, Flight Centre Limited and Hogg Robinson Group. Our largest leisure travel agency customers in 2013 include AAA Travel, Carlson Leisure Group, Kuoni and GTT Global/USA Gateway.

Sales and Marketing

We employ a hybrid sales and marketing model consisting of direct sales and marketing organizations (“SMOs”), which we directly manage, and indirect, third-party national distribution companies (“NDCs”). We market, distribute and support our products and services primarily through SMOs. In certain countries and regions, however, we provide our products and services through our relationships with NDCs which are typically independently owned and operated by a local travel-related business in that country or region or otherwise by a major airline based locally. Our SMOs and NDCs are organized by country or region and are typically divided between the new account teams, which seek to add new travel agencies to our GDS, and account management teams, which service and expand existing business. In certain regions, smaller customers are managed by telemarketing teams.

Historically, we relied on NDCs owned by national airlines in various countries in Europe, MEA and APAC to distribute our products and services. However, in 1997, we acquired many of these NDCs from the airlines, including in the United States, the Netherlands, Switzerland and the United Kingdom, and, later, in Hungary, Ireland, Italy, Australia, New Zealand, Malaysia and Canada. This enabled us to directly control our distribution at a time when the airlines wished to divest the NDCs and concentrate on their core airline businesses.

We typically pay an NDC a fee based on the booking fees generated pursuant to the relationship that the NDC establishes with a travel agent, with the NDC retaining travel agent fees billed for these bookings. We regularly review our network of NDCs and periodically revise these relationships. In less developed regions, where airlines continue to exert strong influence over travel agencies, NDCs remain a viable and cost effective alternative to direct distribution. Although SMO margins are typically higher than NDC margins, an NDC structure is generally preferred in countries where we have the ability to rely upon a strong airline relationship or an NDC’s expertise in a local region or country. We also contract with new NDCs in countries and regions where doing so would be more cost effective than establishing an SMO.

Travel Distribution Competitive Landscape. The marketplace for travel distribution is large, multi-faceted and highly competitive. We compete with a number of travel distributors, including other traditional GDSs, such as Amadeus IT Group SA (“Amadeus”) and Sabre Holdings Corporation (“Sabre”), several regional GDS competitors, such as Abacus, application programming interface-based (“API”) direct connections between travel providers and travel agencies, and also providers’ own websites and other forms of direct booking, such as metasearch engines and other third parties. The largest regional GDSs are based in Asia and include Abacus International Pte Ltd., which is primarily owned by a group of Asian airlines and Sabre.

We routinely face new competitors and new methods of travel distribution. Providers and third parties seek to promote distribution systems that book directly with travel providers. Airlines and other travel providers are selectively looking to build API-based direct connectivity with travel agencies. In addition, established and start-up search engine companies, as well as metasearch companies, have entered the travel marketplace to offer end customers new ways to shop for and book travel by, for example, aggregating travel search results across travel providers, travel agencies and other websites. Furthermore, there is an emerging trend toward mobile applications that link directly with travel providers.

Many of the products and services offered by the other traditional GDSs are similar to ours. We believe that competition in the GDS industry is based on the following criteria:

•

the timeliness, reliability and scope of travel inventory and related information offered;

•

service, reliability and ease of use of the system;

•

the number and size of travel agencies utilizing our GDS and the fees charged and incentives and loyalty payments made to travel agencies;

•

travel provider participation levels, inventory and the transaction fees charged to travel providers; and

•

the range of products and services available to travel providers and travel agencies.

For the year ended December 31, 2013, we accounted for 26% of global GDS-processed air segments. We believe we have processes and strategies in place to support gains in share in the future, including our partnership with Axess, a leading domestic GDS in Japan.

IT Solutions Competitive Landscape. The Airline IT Solutions sector of the travel industry is highly fragmented by service offering, including hosting solutions, such as internal reservation system services, as well as flight operations technology services and software development services. For example, our competitors with respect to airline IT services include Amadeus, HP Enterprise Services, Navitaire LLC, Sabre, SITA and Google, as well as airlines that provide the services and support for their own internal reservation system services and also host external airlines. The business intelligence services sector is highly competitive, with our ability to market our products dependent on our perceived competitive position and the value of the information obtained through our GDS business. Our primary competitors in this sector are IATA, through its PaxIS product, as well as Amadeus and Sabre.

Technology. We support our GDS transaction processing and IT solutions businesses from a single data center location in Atlanta, Georgia. Our data center offers a state-of-the-art facility that has completed comprehensive technology upgrades to current IBM processing and storage platforms. The combined facility features an industry-leading technology platform in terms of functionality, performance, reliability and security. The existing systems are certified compliant with the Payment Card Industry Data Security Standard, offering a secure environment for operations and have historically operated at a 99.99% core systems uptime. The data center handles maximum peak message rates of more than 45,000 messages per second processes more than 74 billion transactions each month, averaging 28,000 messages per second, and on peak message days, up to 3 billion travel-related messages.

In the state-of-the-art data center environment, our customers benefit from access to one of the industry’s most powerful, reliable and responsive travel distribution and hosting platforms. Continued modernization of our technical environment is an integral part of our aim to support growth by efficiently delivering distribution systems to our customers. In November 2012, we announced a multi-year agreement with IBM under which IBM has delivered significant upgrades to our existing systems architecture and software infrastructure of our technology platform.

Material Agreements

On March 11, 2013, we entered into our Second Lien Credit Agreement by and among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from time to time party thereto, Credit Suisse AG, as administrative agent and collateral agent, Credit Suisse Securities (USA) LLC and UBS Securities LLC, as lead arrangers and joint bookrunners, and UBS Securities LLC, as syndication agent. A summary description of our Second Lien Credit Agreement is included in our Current Report on Form 8-K filed with the SEC on April 17, 2013. On June 26, 2013, we amended our Second Lien Credit Agreement. A summary of this amendment is included in our Current Report on Form 8-K filed with the SEC on June 27, 2013.

On April 15, 2013, we entered into an indenture relating to our 13.875% senior fixed rate notes due 2016 and senior floating rate notes due 2016. A summary description of the indenture is included in our Current Report on Form 8-K filed with the SEC on April 17, 2013.

On April 15, 2013, we entered into an indenture relating to our 11 7/8% senior subordinated notes due 2016. A summary description of the indenture is included in our Current Report on Form 8-K filed with the SEC on April 17, 2013.

On April 15, 2013, we amended and restated our shareholders’ agreement, among us, Travelport Worldwide Limited, Travelport Intermediate Limited, TDS Investor (Cayman) L.P. and the other shareholders party thereto. A summary description of the amended and restated shareholders’ agreement is included in this Annual Report on Form 10-K.

On February 15, 2013 and May 1, 2013, we entered into letter agreements with Jeff Clarke, the former Chairman of our Board of Directors and former director.

Effective May 1, 2013, we entered into a letter agreement with Douglas M. Steenland, the Chairman of our Board of Directors.

On June 26, 2013, we amended and restated our Senior Secured Credit Agreement pursuant to the Sixth Amended and Restated Credit Agreement. A summary description of the Sixth Amended and Restated Credit Agreement is included in our Current Report on Form 8-K filed with the SEC on June 27, 2013.

During 2013, we entered into various amendments to the Subscriber Services Agreement with Orbitz Worldwide, Inc., dated as of July 23, 2007.

Financial Data of Segments and Geographic Areas

We have one reportable segment. Segment data for our geographic areas is reported in Note 17 — Segment Information to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Intellectual Property

We regard our technology and other intellectual property as critical components and assets of our business. We protect our intellectual property rights through a combination of copyright, trademark and patent laws, and trade secret and confidentiality laws and procedures, as well as database rights, where applicable. We own and seek protection of key technology and business processes and rely on trade secret and copyright laws to protect proprietary software and processes. We also use confidentiality procedures and non-disclosure and other contractual provisions to protect our intellectual property assets. We rely on appropriate laws to protect the ownership of our data and databases.

Where appropriate, we seek statutory and common law protection of our material trade and service marks, which include TRAVELPORT ^® , GALILEO ^® and WORLDSPAN ^® and related logos. The laws of some foreign jurisdictions, however, vary and offer less protection than other jurisdictions for our proprietary rights. Unauthorized use of our intellectual property could have a material adverse effect on us, and there is no assurance that our legal remedies would adequately compensate us for the damages caused by such unauthorized use.

We rely on technology that we license or obtain from third parties to operate our business. Vendors that support our core GDS technology include IBM, CA, SAS, Cisco, EMC and RedHat. Certain agreements with these vendors are subject to renewal or negotiation within the next year. In 2010, we obtained licenses to our Transaction Processing Facility operating system from IBM. Associated maintenance, support and capacity are available through at least December 31, 2016 under an agreement with IBM.

Employees

As of December 31, 2013, we had over 3,500 employees worldwide. None of our employees in the United States are subject to collective bargaining agreements governing employment with us. In certain of the European countries in which we operate, we are subject to, and comply with, local law requirements in relation to the establishment of work councils. In addition, due to our presence across Europe and pursuant to a European Union (“E.U.”) Directive, we have a Travelport European Works Council (“EWC”) in which we address E.U. and enterprise-wide issues. We believe that our employee relations are good.

Government Regulations

In the countries in which we operate, we are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly subject to change. In addition, certain government trade sanctions affect our ability to operate in Cuba, Iran, Sudan and Syria. The descriptions of the laws, regulations and policies that follow are summaries and should be read in conjunction with the texts of the laws and regulations. The descriptions do not purport to describe all present and proposed laws, regulations and policies that affect our businesses.

We believe that we are in material compliance with these laws, regulations and policies. Although we cannot predict the effect of changes to the existing laws, regulations and policies or of the proposed laws, regulations and policies that are described below, we are not aware of proposed changes or proposed new laws, regulations and policies that will have a material adverse effect on our business.

GDS Regulations

Our business is subject to GDS industry specific regulations in the E.U., Canada, India and China.

Historically, regulations were adopted in Canada and the E.U. to guarantee consumers access to competitive information by requiring computerized reservation systems (“CRSs”) (then owned by individual airlines) to provide travel agencies with unbiased displays and rankings of flights. Under the current E.U. CRS Regulations, GDSs and airlines are free to negotiate booking fees charged by the GDSs and the information content provided by the airlines. The E.U. CRS Regulations include provisions to ensure a neutral and non-discriminatory presentation of travel options in the GDS displays and to prohibit the identification of travel agencies in MIDT

data without their consent. The E.U. CRS Regulations also require GDSs to display rail or rail/air alternatives to air travel on the first screen of their principal displays in certain circumstances. In addition, to prevent parent carriers of GDSs from hindering competition from other GDSs, parent carriers will continue to be required to provide other GDSs with the same information on their transport services and to accept bookings from another GDS.

There are also GDS regulations in Canada, under the regulatory authority of the Canadian Department of Transport. Under the present regulations, Air Canada, the dominant Canadian airline, could choose distribution channels that it owns and controls or distribution through another GDS rather than through our GDS. Under its agreement with us, Air Canada may not renew its distribution in our GDS.

Although all GDS regulations in the United States (which only covered airline distribution) expired as of July 2004, the U.S. Department of Transportation (“DOT”) has retained the authority to intervene as it considers necessary. To date, the DOT has not intervened in relation to our GDS activities in the United States, but has provided guidance regarding, among other things, any biasing of air carrier GDS displays. The DOT is currently considering enacting rules that would require airlines choosing to distribute via a GDS to provide the GDS with any core ancillary fares, such as seats and bags. No rule has yet been proposed.

In 2010, new Civil Aviation Requirements were issued by the Government of India to regulate Computer Reservations Systems operating in India for the purpose of displaying or selling air services, to promote fair competition in the airline sector and to ensure that consumers do not receive inaccurate or misleading information on airline services.

On October 1, 2012, the Interim Regulations on Administering the Permit of Direct Access to and Use of Foreign Computer Reservation System by Foreign Airlines’ Agents in China were published by the Civil Aviation Administration of China (“CAAC”) and became effective on that date. The key element of the new regulations is the introduction of a permit scheme whereby foreign airlines are able to apply to CAAC for approval to allow Chinese-based travel agents to access their nominated foreign CRS provider’s system for the purpose of making international bookings.

We are also subject to regulations affecting issues such as telecommunications and exports of technology.

Privacy and Data Protection Regulations

Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Many states in the United States have introduced legislation or enacted laws and regulations that provide for penalties for failure to notify customers when security is breached, even by third parties.

Many countries have enacted or are considering legislation to regulate the protection of private information of consumers. In the United States, significant legislation is pending at the state and federal level. We cannot predict whether any of the proposed privacy legislation currently pending will be enacted and what effect, if any, it would have on our business.

A primary source of privacy regulations to which our operations are subject is the E.U. Data Protection Directive 95/46/EC of the European Parliament and Council (October 24, 1995). Pursuant to this Directive, individual countries within the E.U. have specific regulations related to the trans-border dataflow of personal information (i.e., sending personal information from one country to another). The E.U. Data Protection Directive requires companies doing business in E.U. member states to comply with its standards. It provides for, among other things, specific regulations requiring all non-E.U. countries doing business with E.U. member states to provide adequate data privacy protection when processing personal data from any of the E.U. member states. The E.U. has enabled several means for U.S.-based companies to comply with the E.U. Data Protection Directive, including a voluntary safe-harbor arrangement and a set of standard form contractual clauses for the transfer of personal data outside of Europe. We most recently completed self-certification for our GDS data processing under this safe-harbor arrangement on February 12, 2013. In January 2012, the European Commission issued a draft data protection regulation intended to replace this Directive, and we are monitoring developments in this rulemaking.

The CRS Regulations in force in Europe also incorporate personal data protection provisions that, among other things, classify GDSs as data controllers under the E.U. Data Protection Directive. The data protection provisions contained in the CRS Regulations are complementary to E.U. national and international data protection and privacy laws.

Many other countries have adopted data protection regimes. An example is Canada’s Personal Information and Protection of Electronic Documents Act (“PIPEDA”). PIPEDA provides Canadian residents with privacy protections with regard to transactions with businesses and organizations in the private sector. PIPEDA recognizes the need of organizations to collect, use and share personal information and establishes rules for handling personal information.

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

The gross revenue and net profit attributable to these activities in 2013 were approximately $592,000 and $435,000, respectively.

ITEM 1A. RISK

FACTORS

You should carefully consider the risks described below and other information set forth in this Annual Report on Form 10-K. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting us in each of these categories of risk. Additional risks and uncertainties not presently known to us may also adversely affect our business. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Risks Relating to Our Business

Market and Industry Risks

Our revenue is derived from the global travel industry and a prolonged or substantial decrease in global travel volume, particularly air travel, as well as other industry trends, could adversely affect us.

Our revenue is derived from the global travel industry. As a result, our revenue is directly related to the overall level of travel activity, particularly air travel volume, and is therefore significantly impacted by declines in, or disruptions to, travel in any region due to factors entirely outside of our control. Such factors include:

•

global security issues, political instability, acts or threats of terrorism, hostilities or war and other political issues that could adversely affect global air travel volume;

•

epidemics or pandemics, such as H1N1 “swine” flu, avian flu and Severe Acute Respiratory Syndrome (“ SARS” );

•

natural disasters, such as hurricanes, volcanic activity and resulting ash clouds, earthquakes and tsunamis, such as the November 2013 typhoon in the Philippines;

•

general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume, such as the crisis in the global credit and financial markets, diminished liquidity and credit availability, declines in consumer confidence and discretionary income, declines in economic growth, increases in unemployment rates and uncertainty about economic stability;

•

the financial condition of travel providers, including airlines and hotels, and the impact of any changes such as airline bankruptcies or mergers, on the cost and availability of air travel and hotel rooms;

•

changes to laws and regulations governing the airline and travel industry and the adoption of new laws and regulations detrimental to operations, including environmental and tax laws and regulations, including the carbon emissions reduction targets for flights to and from the European Union area in 2013;

•

fuel price escalation;

•

work stoppages or labor unrest at any of the major airlines or other travel providers or at airports;

•

increased security, particularly airport security that could reduce the convenience of air travel;

•

travelers’ perception of the occurrence of travel-related accidents, of the environmental impact of air travel, particularly in regards to CO ₂ emissions, or of the scope, severity and timing of the other factors described above; and

•

changes in occupancy achieved by hotels.

If there were to be a prolonged substantial decrease in travel volume, particularly air travel volume, for these or any other reason, it would have an adverse impact on our business, financial condition and results of operations.

Economic conditions in the global travel industry could impact our business and results of operations.

As a participant in the global travel industry, our business and operating results are impacted by global economic conditions, including the European debt crisis, a slowdown in growth of the Chinese economy, a

prolonged slow economic recovery in Japan and a general reduction in net disposable income as a result of fiscal measures adopted by countries to address high levels of budgetary indebtedness, which may adversely affect our business, results of operations and financial condition. In our industry, the past financial crisis and global recession have resulted in higher unemployment, a decline in consumer confidence, large-scale business failures and tightened credit markets. As a result, the global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced a cyclical downturn. A continuation of adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, particularly the expected rise in the price of crude oil, and other matters could reduce discretionary spending further and cause the travel industry to continue to contract. In addition, the global economy may not recover as quickly or to the extent anticipated, and consumer spending on leisure travel and business spending on corporate travel may not increase despite improvement in economic conditions. As a result, our business may not benefit from a broader macroeconomic recovery, which could adversely affect our business, financial condition or results of operations.

We have significant operations in Europe which may be adversely impacted by the economic conditions in the eurozone.

We own and operate subsidiaries in substantially all of the countries in the eurozone. Due to the deterioration of credit and economic conditions in the eurozone, the future of the euro is uncertain. Certain countries in which we operate, including Greece and Portugal, have received financial aid packages from the E.U. in the form of loans and restructuring of their sovereign debt and have introduced comprehensive fiscal austerity measures.

It is possible that certain eurozone countries could leave the euro currency in the future. The resulting macroeconomic impact of this remains unknown. For the year ended December 31, 2013, we recorded segments and revenue of 21 million and $148 million, respectively, within the southern eurozone countries, which are comprised of Greece, Italy, Spain and Portugal. This represents approximately 7% of our net revenue for the year ended December 31, 2013.

In addition, we have assets included in our consolidated balance sheets as of December 31, 2013 totaling $56 million for these countries, including amounts due from the Greek and Italian governments, in the form of value added tax refunds of approximately $24 million. This represents less than 2% of our total asset value as of December 31, 2013.

Almost all of our accounts receivable balances resulting from our transaction processing revenue from these countries are settled in US dollars through the IATA and are usually received within four weeks after invoicing.

The travel industry is highly competitive, and we are subject to risks relating to competition that may adversely affect our performance.

Our business operates in highly competitive industries. If we cannot compete effectively, we may lose share to our competitors, which may adversely affect our financial performance. Our continued success depends, to a large extent, upon our ability to compete effectively in industries that contain numerous competitors, some of which may have significantly greater financial, marketing, personnel and other resources than us.

Our GDS has two different primary categories of customers, namely travel providers, which provide travel content to our GDS, and travel agencies, which shop for and book that content on behalf of end customers. The inter-dependence of effectively serving these customer groups, and the resulting network effects, may impact our ability to attract customers. If we are unable to attract a sufficient number of travel providers to provide comprehensive travel content, our ability to service travel agencies will be adversely impacted. Conversely, if we are unable to attract or retain a sufficient number of travel agencies, our ability to maintain our large base of travel providers and attract new travel providers will be impaired.

In addition to supplying sufficient content, the ability of our GDS to attract travel agencies is dependent on the development of new products to enhance our GDS platform and on the provision of adequate commissions to travel agencies. Competition to attract travel agencies is particularly intense as travel agencies, particularly larger

ones, are dual automated (meaning they subscribe to more than one GDS at any given time). We also have had to, and expect that it will continue in certain circumstances to be necessary to, increase commissions to travel agencies in connection with renewals of their contracts, which may in the future reduce margins. If travel agencies are dissatisfied with our GDS platforms or we do not pay adequate commissions or provide other incentives to travel agencies to remain competitive, our GDS may lose a number of travel agency customers.

Our GDS competes against other traditional GDSs operated by Amadeus, Sabre, regional participants such as Abacus, as well as against alternative distribution technologies. Our GDS also competes against direct distribution of travel content by travel providers, such as airlines, hotels and car rental companies, many of which distribute all or part of their inventory directly through their own travel distribution websites (known as “supplier.com websites”). In addition, our GDS competes against travel providers that supply content directly to travel agencies as well as new companies in the GDS industry that are developing distribution systems without the large technology investment and network costs of a traditional GDS. The revolutionary emergence of mobile applications that link directly to providers may create a vigorous source of new competition that bypasses the GDS industry.

For the year ended December 31, 2013, we accounted for 26% of global GDS-processed air segments. Our share of the GDS industry has been impacted by (i) our acquisition of Worldspan in 2007, (ii) growth in the online travel agent channel compared to traditional travel agencies, particularly in Europe, where our products and services for OTAs during the period were less competitive, and (iii) our strategic decision to transition from an NDC operating model in certain Middle Eastern countries to using SMOs, resulting in improved margins but reduced segment volumes. Although we have taken steps to address these developments, our GDS could continue to lose share or may fail to increase our share of GDS bookings.

Increased competition may result in reduced operating margins, as well as loss of share and brand recognition. We may not be able to compete successfully against current and future competitors, and competitive pressures we face could have a material adverse effect on our business, financial condition or results of operations.

If we fail to develop and deliver new innovative products or enhance our existing products and services in a timely and cost-effective manner in response to rapid technological change and customer demands, our business will suffer.

Our industry is subject to constant and rapid technological change and product obsolescence as customers and competitors create new and innovative products and technologies. Products or technologies developed by our competitors may render our products or technologies obsolete or noncompetitive. We must develop innovative products and services and enhance our existing products and services to meet rapidly evolving demands to attract travel agencies. The development process to design leading, sustainable and desirable products to generate new revenue streams and profits requires us to accurately anticipate technological changes and business trends. Developing and enhancing these products is uncertain and can be time-consuming, costly and complex. If we do not continue to develop innovative products that are in demand by our customers, we may be unable to maintain existing customers or attract new customers. Customer and business requirements can change during the development process. There is a risk that these developments and enhancements will be late, fail to meet customer or business specifications, not be competitive with products or services from our competitors that offer comparable or superior performance and functionality or fail to generate new revenue streams and profits. Our business will suffer if we fail to develop and introduce new innovative products and services or product and service enhancements on a timely and cost-effective basis.

Trends in pricing and other terms of agreements among airlines and travel agencies have become less favorable to us, and a further deterioration may occur in the future which could reduce our revenue and margins.

A significant portion of our revenue is derived from fees paid by airlines for bookings made through our GDS. Airlines have sought to reduce or eliminate these fees in an effort to reduce distribution costs. One manner in which they have done so is to differentiate the content, in this case, the fares and inventory, that they provide to us and to our GDS competitors from the content that they distribute directly themselves. In these cases, airlines

provide some of their content to GDSs, while withholding other content, such as lower cost web fares, for

distribution via their own supplier.com websites unless the GDSs agree to participate in a cost reduction program. Certain airlines have also threatened to withdraw content, in whole or in part, from an individual GDS as a means of obtaining lower booking fees or, alternatively, to charge the GDS to access their lower cost web fares or charge travel agencies for bookings generated in a GDS. Airlines also have aggressively expanded their use of the direct online distribution model for tickets in the United States and in Europe. There also has been an increase in the number of airlines which have introduced unbundled, “à la carte” sales and optional services, such as fees for checked baggage or premium seats, which threaten to further fragment content and disadvantage GDSs by making it more difficult to deliver a platform that allows travel agencies to shop for a single, “all-inclusive” price for travel.

We have entered into full content agreements with most major carriers in the Americas and Europe, and a growing number of carriers in the Middle East and Africa, which provides us with access to the full scope of public fares and inventory which the carriers generally make available through direct channels, such as their own supplier.com websites, with a contract duration usually ranging from three to seven years. In addition, we have entered into agreements with most major carriers in the Asia Pacific region which provide us with access to varying levels of their content. We may not be able to renew these agreements on a commercially reasonable basis or at all. If we are unable to renew these agreements, we may be disadvantaged compared to our competitors, and our financial results could be adversely impacted. The full content agreements have required us to make significant price concessions to the participating airlines. If we are required to make additional concessions to renew or extend the agreements, it could result in an increase in our expenses and have a material adverse effect on our business, financial condition or results of operations. Moreover, as existing full-content agreements come up for renewal, there is no guarantee that the participating airlines will continue to provide their content to us to the same extent or on the same terms as they do now. For example, our full content agreements with airlines representing approximately 11% of transaction processing revenue for the year ended December 31, 2013 are up for renewal or are potentially terminable by such carriers in 2014. In addition, certain full-content agreements may be terminated earlier pursuant to the specific terms of each agreement. A substantial reduction in the amount of content received from the participating airlines or changes in pricing options could also negatively affect our competitive positioning, revenue and financial condition. Although we continue to have participation agreements with these airline providers, in which they have agreed to participate in our GDSs, a material adverse impact on our business may occur if these agreements are terminated and we are unable to reach agreement with such carriers regarding new full content agreements.

In addition, GDSs have implemented, in some countries, an alternative business and financial model, generally referred to as the “opt-in” model, for travel agencies. Under the “opt-in” model, travel agencies are offered the opportunity to pay a fee to the GDS or to agree to a reduction in the financial incentives to be paid to them by the GDS in order to be assured of having access to full content from participating airlines or to avoid an airline-imposed surcharge on GDS-based bookings. There is pressure on GDSs to provide highly competitive terms for such “opt-in” models as many travel agencies are dual automated, subscribing to more than one GDS at any given time. The “opt-in” model has been introduced in a number of situations in parallel with full-content agreements between us and certain airlines to recoup certain fees from travel agencies and to offset some of the discounts provided to airlines in return for guaranteed access to full content. The rate of adoption by travel agencies, where “opt-in” has been implemented, has been very high. If airlines require further discounts in connection with guaranteeing access to full content and in response thereto the “opt-in” model becomes widely adopted, we could receive lower fees from the airlines. These lower fees are likely to be only partially offset by new fees paid by travel agencies and/or reduced incentives or loyalty payments to travel agencies, which would adversely affect our results of operations. In addition, if travel agencies choose not to opt in, such travel agencies would not receive access to full content without making further payment, which could have an adverse effect on the number of segments booked through our GDS.

The level of fees and commissions we pay to travel agencies is subject to continuous competitive pressure as we renew our agreements with them. If we are required to pay higher rates of commissions, it will adversely affect our margins.

We may not be able to protect our technology effectively, which would allow competitors to duplicate our products and services and could make it more difficult for us to compete with them.

Our success and ability to compete depend, in part, upon our technology and other intellectual property, including our brands. Among our significant assets are our software and other proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions to protect these assets. Our software and related documentation are protected principally under trade secret and copyright laws, which afford only limited protection. Unauthorized use and misuse of our technology and other intellectual property could have a material adverse effect on our business, financial condition or results of operations, and there can be no assurance that our legal remedies would adequately compensate us for the damage caused by unauthorized use.

Intellectual property challenges have been increasingly brought against members of the travel industry. We have in the past, and may in the future, need to take legal action to enforce our intellectual property rights, to protect our intellectual property or to determine the validity and scope of the proprietary rights of others. Any future legal action might result in substantial costs and diversion of resources and the attention of our management.

We depend on our relationships with travel providers, and adverse changes in these relationships or our inability to enter into new relationships could negatively affect our access to travel offerings and reduce our revenue.

We rely significantly on our relationships with airlines, hotels and other travel providers to enable us to offer our travel agency customers comprehensive access to travel services and products. Adverse changes in any of our relationships with travel providers or the inability to enter into new relationships with travel providers could reduce the amount of inventory that we are able to offer through our GDS, and could negatively impact the availability and competitiveness of travel products we offer. Our arrangements with travel providers may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact revenue. Our top fifteen air travel providers by revenue, combined, accounted for approximately 36% of our revenue from GDS transaction processing for the year ended December 31, 2013.

Travel providers are increasingly focused on driving online demand to their own supplier.com websites and may cease to supply us with the same level of access to travel inventory in the future. In addition, some LCCs historically have not distributed content through us or other third-party intermediaries. If the airline industry continues to shift from a full-service carrier model to a low-cost one, this trend may result in more carriers moving ticket distribution systems in-house and a decrease in the demand for our products.

We are in continuous dialogue with our major hotel provider about the nature and extent of their participation in our GDS. If hotel occupancy rates improve to the point that our hotel providers no longer place the same value on our GDS, such providers may reduce the amount of inventory they make available through our GDS or the amount we are able to earn in connection with hotel transactions. A significant reduction on the part of any of our major providers of their participation in our GDS for a sustained period of time or a provider’s complete withdrawal could have a material adverse effect on our business, financial condition or results of operations.

Our business is exposed to customer credit risk, against which we may not be able to protect ourselves fully.

Our business is subject to the risks of non-payment and non-performance by travel providers and travel agencies which may fail to make payments according to the terms of their agreements with us. For example, a small number of airlines that do not settle payment through IATA’s billing and settlement provider have, from time to time, not made timely payments for bookings made through our GDS. We manage our exposure to credit risk through credit analysis and monitoring procedures, and sometimes use credit agreements, prepayments, security deposits and bank guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, our business, financial condition or results of operations may be adversely affected.

In addition, we are exposed to risk and potential liability from travel agent fraudulent booking activity based on allegations of not initiating suitable fraud protection measures or resulting from travel agencies’ use of our GDS for fraudulent purposes. We contractually disclaim all liability for any such loss, but periodically incur claims from airlines who allege that we should have more responsibility for any third party fraud.

Some of our customers, NDCs counterparties and providers may be highly leveraged, not well capitalized and subject to their own operating, legal and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. A lack of liquidity in the capital markets or the continued weak performance in the economy may cause our customers to increase the time they take to pay or to default on their payment obligations, which could negatively affect our results. In addition, continued weakness in the economy could cause some of our customers to become illiquid, delay payments, or could adversely affect collection on their accounts, which could result in a higher level of bad debt expense.

Travel providers are seeking alternative distribution models, including those involving direct access to travelers, which may adversely affect our results of operations.

Travel providers are seeking to decrease their reliance on third-party distributors, including GDS, for distribution of their content. For example, some travel providers have created or expanded efforts to establish commercial relationships with online and traditional travel agencies to book travel with those providers directly, rather than through a GDS. Mobile applications that connect directly to providers are emerging at a rapid pace. Many airlines, hotels, car rental companies and cruise operators have also established or improved their own supplier.com websites, and may offer incentives such as bonus miles or loyalty points, lower or no transaction or processing fees, priority waitlist clearance or e-ticketing for sales through these channels. In addition, metasearch travel websites facilitate access to supplier.com websites by aggregating the content of those websites. Due to the combined impact of direct bookings with the airlines, supplier.com websites and other non-GDS distribution channels, the percentage of air bookings made without the use of a GDS at any stage in the chain between providers and end-customers may continue to increase. In addition, efforts by other major airlines to encourage our travel agents to book directly rather than through our GDS could adversely affect our results of operations.

Furthermore, recent trends towards disintermediation in the global travel industry could adversely affect our GDS business. For example, airlines have made some of their offerings unavailable to unrelated distributors, or made them available only in exchange for lower distribution fees. Some LCCs distribute exclusively through direct channels, bypassing GDS and other third-party distributors completely and, as a whole, have increased their share of bookings in recent years, particularly in short-haul travel. In addition, several travel providers have formed joint ventures or alliances that offer multi-provider travel distribution websites. Finally, some airlines are exploring alternative global distribution methods developed by new entrants to the global distribution marketplace. Such new entrants propose technology that is purported to be efficient, which they claim enables the distribution of airline tickets in a manner that is more cost-effective to the airline provider because no or lower incentive or loyalty payments are paid to travel agencies. If these trends lead to lower participation by airlines and other travel providers in our GDS, then our business, financial condition or results of operations could be materially adversely affected.

In addition, given the diverse and growing number of alternative travel distribution channels, such as supplier.com websites and direct connect channels between travel providers and travel agencies, as well as new technologies, such as mobile applications, that allow travel agencies and consumers to bypass a GDS, increases in travel volumes, particularly air travel, may not translate in the same proportion to increases in volume passing through our GDS, and we may therefore not benefit from a cyclical recovery in the travel industry to a similar extent as other industry participants.

We rely on third-party national distribution companies to market our GDS services in certain regions.

Our GDS utilizes third-party, independently owned and managed NDCs to market GDS products and distribute and provide GDS services in certain countries, including Austria, India, Kuwait, Lebanon, Pakistan, Syria, Turkey, Kazakhstan and Yemen, as well as many countries in Africa. In Asia, where many national carriers own one of our regional competitors, we often use local companies to act as NDCs.

We rely on our NDCs and the manner in which they operate their business to develop and promote our global business. Our top ten NDCs generated approximately $209 million (10%) of our revenue for the year ended December 31, 2013. We pay each of our NDCs a commission relative to the number of segments booked by travel agents with which the NDC has a relationship. The NDCs are independent business operators, are not our employees and we do not exercise management control over their day-to-day operations. We provide training and support to the NDCs, but the success of their marketing efforts and the quality of the services they provide is beyond our control. If they do not meet our standards for distribution, our image and reputation may suffer materially, and sales in those regions could decline significantly. In addition, any interruption in these third-party services or deterioration in their performance could have a material adverse effect on our business, financial condition or results of operations.

Consolidation in the travel industry may result in lost bookings and reduced revenue.

Consolidation among travel providers, including airline mergers and alliances, may increase competition from distribution channels related to those travel providers and place more negotiating leverage in the hands of those travel providers to attempt to lower booking fees further and to lower commissions. Recent examples include the merger of United and Continental Airlines, the merger of American Airlines and US Airways, the acquisition of AirTran Airways by Southwest Airlines, the merger of British Airways and Iberia and the potential investment by Etihad Airways in Alitalia. In addition, cooperation has increased within the Oneworld, SkyTeam and Star alliances. Changes in ownership of travel agencies may also cause them to direct less business towards us. If we are unable to compete effectively, competitors could divert travel providers and travel agencies away from our travel distribution channels, which could adversely affect our results of operations. Mergers and acquisitions of airlines may also result in a reduction in total flights and overall passenger capacity and higher fares, which may adversely impact the ability of our business to generate revenue.

Consolidation among travel agencies and competition for travel agency customers may also adversely affect our results of operations, since we compete to attract and retain travel agency customers. Reductions in commissions paid by some travel providers, such as airlines, to travel agencies contribute to travel agencies having a greater dependency on traveler-paid service fees and GDS-paid incentive or loyalty payments and may contribute to travel agencies consolidating. Consolidation of travel agencies increases competition for these travel agency customers and increases the ability of those travel agencies to negotiate higher GDS-paid incentives or loyalty payments. In addition, a decision by airlines to surcharge the channel represented by travel agencies, for example, by surcharging fares booked through travel agencies or passing on charges to travel agencies, could have an adverse impact on our business, particularly in regions in which our GDS is a significant source of bookings for an airline choosing to impose such surcharges. To compete effectively, we may need to increase incentives or loyalty payments, pre-pay incentives or increase spending on marketing or product development.

In addition, any consolidation among the airlines for which we provide IT hosting systems could impact our Airline IT Solutions business depending on the manner of any such consolidation and the hosting system on which the airlines choose to consolidate. For example, as a result of the integration of the United-Continental systems in early March 2012, we no longer service United Airlines’ reservation system. The impact of the loss of the MSA with United Airlines resulted in a decline of $27 million of net revenue, $21 million of EBITDA and $23 million of Adjusted EBITDA for the year ended December 31, 2013 compared to 2012.

Operational Risks

We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend upon the use of sophisticated information technologies and systems, including technologies and systems utilized for reservation systems, communications, procurement and administrative systems. As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure to offer an increasing number of customers and travel providers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. Our future success also depends on our ability to adapt to rapidly changing technologies in our industry, particularly

the increasing use of internet-based products and services, to change our services and infrastructure so they address evolving industry standards and to improve the performance, features and reliability of our services in response to competitive service and product offerings and the evolving demands of the marketplace. We have recently introduced a number of new products and services, such as Travelport Smartpoint, Travelport Universal Desktop and next generation search and shopping functions. If there are technological impediments to introducing or maintaining these or other products and services, or if these products and services do not meet the requirements of our customers, our business, financial condition or results of operations may be adversely affected.

It is possible that, if we are not able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective manner, our business and operations could be materially adversely affected. Also, we may not achieve the benefits anticipated or required from any new technology or system, or be able to devote financial resources to new technologies and systems in the future.

We rely primarily on a single data center to conduct our business.

Our business, which utilizes a significant amount of our information technology, and the financial business systems rely on computer infrastructure primarily housed in our data center near Atlanta, Georgia, to conduct its business. In the event the operations of this data center suffer any significant interruptions or the GDS data center becomes significantly inoperable, such event would have a material adverse impact on our business and reputation and could result in a loss of customers. Although we have taken steps to strengthen physical and information security and add redundancy to this facility, the GDS data center could be exposed to damage or interruption from fire, natural disaster, power loss, war, acts of terrorism, plane crashes, telecommunications failure, computer malfunctions, unauthorized entry, IT hacking and computer viruses. The steps we have taken and continue to take to prevent system failure and unauthorized transaction activity may not be successful. Our limited use of backup and disaster recovery systems may not allow us to recover from a system failure fully, or on a timely basis, and our property and business insurance may not be adequate to compensate us for all losses that may occur.

We may not effectively integrate or realize anticipated benefits from future acquisitions.

In the future, we may enter into other acquisitions and investments, including NDCs or joint ventures, based on assumptions with respect to operations, profitability and other matters that could subsequently prove to be incorrect. Furthermore, we may fail to successfully integrate any acquired businesses or joint ventures into our operations. If future acquisitions, significant investments or joint ventures do not perform in accordance with our expectations or are not effectively integrated, our business, operations or profitability could be adversely affected.

System interruptions, attacks and slowdowns may cause us to lose customers or business opportunities or to incur liabilities.

If we are unable to maintain and improve our IT systems and infrastructure, this might result in system interruptions and slowdowns. In the event of system interruptions and/or slow delivery times, prolonged or frequent service outages or insufficient capacity which impedes us from efficiently providing services to our customers, we may lose customers and revenue or incur liabilities. In addition, our information technologies and systems are vulnerable to damage, interruption or fraudulent activity from various causes, including:

•

power losses, computer systems failure, internet and telecommunications or data network failures, operator error, losses and corruption of data and similar events;

•

computer viruses, penetration by individuals seeking to disrupt operations, misappropriate information or perpetrate fraudulent activity and other physical or electronic breaches of security;

•

the failure of third-party software, systems or services that we rely upon to maintain our own operations; and

•

natural disasters, wars and acts of terrorism.

In addition, we may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems, or any substantial loss of data, could significantly curtail our ability to conduct our business and generate revenue. We could incur financial liability from fraudulent activity perpetrated on our systems.

We are dependent upon software, equipment and services provided by third parties.

We are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our business. In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the provision and/or management of software, equipment or services are terminated, we may not be able to find alternative services, equipment or software on a timely basis or on commercially reasonable terms, or at all, or be able to do so without significant cost or disruptions to our business, and our relationships with our customers may be adversely impacted. We have experienced occasional system outages arising from services that were provided by one of our key third-party providers. Our failure to secure agreements with such third parties, or of such third parties to perform under such agreements, may have a material adverse effect on our business, financial condition or results of operations.

We provide IT services to travel providers, primarily airlines, and any adverse changes in these relationships could adversely affect our business.

We provide hosting solutions and IT subscription services to airlines and the technology companies that support them. We host and manage the reservations systems of four airlines worldwide, including Delta, and provide IT subscription services for mission-critical applications in fares, pricing and e-ticketing, directly and indirectly, to 297 airlines and airline ground handlers. Adverse changes in our relationships with our IT and hosting customers or our inability to enter into new relationships with other customers could affect our business, financial condition and results of operations. Our arrangements with our customers may not remain in effect on current or similar terms and this may negatively impact revenue. In addition, if any of our key customers enters bankruptcy, liquidates or does not emerge from bankruptcy, our business, financial condition or results of operations may be adversely affected.

As a result of the integration of the United-Continental systems in early March 2012, we no longer service United’s reservation system. The impact of the loss of the MSA with United Airlines resulted in a decline of $27 million of net revenue, $21 million of EBITDA and $23 million of Adjusted EBITDA for the year ended December 31, 2013 compared to 2012.

We host and manage Delta’s reservations systems and provide Delta with maintenance and production support and application development services under an agreement that expires in 2018. Delta has the ability to terminate this agreement on twelve months’ notice. If Delta elects to transition its hosting or other services that we provide to another provider, our results of operations would be adversely affected due to the loss of revenue and earnings from such agreement.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, evolving security standards, differing views of personal privacy rights or security breaches.

In the processing of our travel transactions, we receive and store a large volume of personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal information. It is also subject to evolving security standards for credit card information that is collected, processed and transmitted. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business.

Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection have become more sensitive and politicized issues, we may also become exposed to potential liabilities in relation to our handling, use and disclosure of travel-related data, as it pertains to individuals, as a result of differing views on the privacy of such data. Our business could be affected by public concerns in some parts of the world about US-based data processing following revelations of National Security Agency surveillance activities, even though these revelations and activities did not involve Travelport. These and other privacy concerns, including security breaches, could adversely impact our business, financial condition and results of operations.

We are exposed to risks associated with online commerce security.

The secure transmission of confidential information over the internet is essential in maintaining travel provider and travel agency confidence in our services. Substantial or ongoing data security breaches, whether instigated internally or externally on our system or other internet-based systems, could significantly harm our business. Our travel providers currently require end customers to guarantee their transactions with their credit card online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential end customer information, including credit card numbers. It is possible that advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology that we use to protect customer transaction data.

We incur substantial expense to protect against security breaches and their consequences. However, our security measures may not prevent data security breaches. We may be unsuccessful in implementing remediation plans to address potential exposures. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our data security systems could also obtain proprietary information or cause significant interruptions in our operations. Security breaches could also damage our reputation and expose us to a risk of loss or litigation and possible liability. Security breaches could also cause our current and potential travel providers and travel agencies to lose confidence in our data security, which would have a negative effect on the demand for our products and services.

We have been the target of data security attacks and may experience attacks in the future. Although we have managed to substantially counter these attacks and minimize our exposure, there can be no assurances that we will be able to successfully counter and limit any such attacks in the future.

We are subject to additional risks as a result of having global operations.

We have customers in over 170 countries. As a result of having global operations, we are subject to numerous risks. At any given time, one or more of the following principal risks may apply to any or all of countries in which are services are provided:

•

delays in the development, availability and use of the internet as a communication, advertising and commerce medium;

•

difficulties in staffing and managing operations due to distance, time zones, language and cultural differences, including issues associated with establishing management systems infrastructure;

•

differences and changes in regulatory requirements, including anti-bribery rules, data privacy requirements, labor laws and anti-competition regulations;

•

exposure to local economic and political conditions;

•

changes in tax laws and regulations, and interpretations thereof;

•

increased risk of piracy and limits on our ability to enforce our intellectual property rights, particularly in the MEA region and Asia;

•

diminished ability to enforce our contractual rights;

•

exchange rate fluctuations and cost and risks inherent in hedging such exposures; and

•

withholding and other taxes on remittances and other payments by subsidiaries.

Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operations and future growth.

We depend significantly on the continued services and performance of our senior management, particularly our professionals with experience in the GDS industry. Any of these individuals may choose to terminate their employment with us at any time, subject to any notice periods. If unexpected leadership turnover occurs without adequate succession plans, the loss of the services of any of these individuals, or any negative perceptions of our business as a result of those losses, could damage our brand image and our business. The specialized skills we require are difficult and time-consuming to acquire and, as a result, such skills are and are expected to remain in limited supply. It requires a long time to hire and train replacement personnel. An inability to hire, train and retain a sufficient number of qualified employees or ensure effective succession plans for critical positions could materially hinder our business by, for example, delaying our ability to bring new products and services to market or impairing the success of our operations. Even if we are able to maintain our employee base, the resources needed to attract and retain such employees may adversely affect our business, financial condition or results of operations.

Certain actions by us require the approval of our Principal Shareholders, which may result in conflicts of interest with us or the holders of our bonds in the future.

Investment funds associated with Angelo, Gordon & Co., Q Investments and The Blackstone Group (each, a “Principal Shareholder”) are the largest beneficial owners of the outstanding voting shares of Travelport Worldwide Limited, our indirect parent company. The Amended and Restated Shareholders’ Agreement, dated as of April 15, 2013, among us, Travelport Worldwide Limited, certain investment funds associated with or designated by the Principal Shareholders, certain of our other shareholders and others, provides the Principal Shareholders with certain rights with respect to our governance. The Amended and Restated Shareholders’ Agreement entitles each Principal Shareholder to designate one of our directors and also requires the approval of at least two of the Principal Shareholders before we can undertake certain actions, including certain issuances of equity securities, change of control transactions, an initial public offering, certain acquisitions and dispositions, removing or appointing certain of our senior officers and certain amendments to our organizational documents, regardless of whether noteholders believe that any such actions are in their own best interests.

The interests of the Principal Shareholders may differ from those of our noteholders in material respects. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Principal Shareholders, as equity holders, might conflict with the interests of our noteholders. Some of the Principal Shareholders may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to our noteholders. Additionally, the indentures governing the notes permit us to pay advisory fees, dividends or make other restricted payments under certain circumstances, and the Principal Shareholders may have an interest in our doing so.

The Principal Shareholders often make investments in companies, and may from time to time in the future, acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. One or more of the Principal Shareholders may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as the Principal Shareholders continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.

We may not successfully realize our expected cost savings.

We may not be able to realize our expected cost savings, in whole or in part, or within the time frames anticipated. Our cost savings and efficiency improvements are subject to significant business, economic and competitive uncertainties, many of which are beyond our control. We are pursuing a number of initiatives to further reduce operating expenses, including converging our underlying operating platforms, migrating mainframe technology to open systems, tightening integration of applications development and the simplification

of internal systems and processes. The outcome of these initiatives is uncertain and they may take several years to yield any efficiency gains, or not at all. Failure to generate anticipated cost savings from these initiatives may adversely affect our profitability.

Financial and Taxation Risks

We have a substantial level of indebtedness which may have an adverse impact on us.

We are highly leveraged. As of December 31, 2013, our total indebtedness, excluding capital leases, was $3,466 million, including $1,525 million of term loans under our first lien Senior Secured Credit Agreement, $878 million of term loans under our Second Lien Credit Agreement and approximately $1,063 million of Senior and Senior Subordinated Notes. If the second lien term loans due in January 2016 or December 2016, the Senior Notes due in March 2016 or the Senior Subordinated Notes due in September 2016 are not repaid or refinanced prior to their maturity dates, the term loans under our first lien Senior Secured Credit Agreement will become due prior to their June 2019 maturity. We may not have the ability to repay the debt when it becomes due.

We currently have an additional $120 million available for borrowing under our revolving credit facility. In addition, we currently maintain a $137 million letter of credit facility collateralized by restricted cash. As of December 31, 2013, we had approximately $77 million of letters of credit against which we provided $79 million of cash collateral.

Our substantial level of indebtedness could have important consequences for us, including the following:

•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our capital expenditure and future business opportunities;

•

exposing us to the risk of higher interest rates because certain of our borrowings, including our secured borrowings and our senior notes due 2016, are at variable rates of interest;

•

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

•

limiting our ability to obtain additional equity or debt financing for general corporate purposes, acquisitions, investments, capital expenditures or other strategic purposes;

•

limiting our ability to adjust to changing business conditions and placing us at a competitive disadvantage to our less highly leveraged competitors; and

•

making us more vulnerable to general economic downturns and adverse developments in our business.

The above factors could limit our financial and operational flexibility, and as a result could have a material adverse effect on our business, financial condition and results of operations.

Our debt agreements contain restrictions that may limit our flexibility in operating our business.

Our senior secured credit agreement, second lien credit agreement and the indentures governing our notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:

•

incur additional indebtedness;

•

pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments;

•

make certain investments;

•

sell certain assets;

•

create liens on certain assets to secure debt;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•

enter into certain transactions with affiliates; and

•

designate our subsidiaries as unrestricted subsidiaries.

In addition, under our senior secured credit agreement and our second lien credit agreement, we are required to satisfy and maintain compliance with a maximum total leverage ratio and a total senior secured leverage ratio, as well as maintain a minimum cash balance at the end of each fiscal quarter. Our ability to meet these requirements can be affected by events beyond our control and, in the longer term, we may not be able to meet such requirements. A breach of any of these covenants could result in a default under our senior secured credit agreement, our second lien credit agreement and our indentures. Upon the occurrence of an event of default under our senior secured credit agreement, the lenders could elect to declare all amounts outstanding under our senior secured credit agreement to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay those amounts, the lenders under our senior secured credit agreement could take action or exercise remedies, including proceeding against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our senior secured credit agreement and our second lien credit agreement. If the lenders under our senior secured credit agreement accelerate the repayment of borrowings, we cannot provide assurance that we will have sufficient assets to repay amounts outstanding under our senior secured credit agreement, as well as our other secured borrowings or unsecured indebtedness, including our notes.

Despite our high indebtedness level, we may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial indebtedness in connection with an acquisition or for other purposes in the future so long as we are in compliance with the financial covenants under our senior secured credit agreement. All of those borrowings and any other secured indebtedness permitted under the senior secured credit agreement and the indentures are effectively senior to our notes and the subsidiary guarantees. In addition, the indentures governing the notes do not prevent us from incurring obligations that do not constitute indebtedness. If we were to incur such additional indebtedness, the risks associated with our substantial level of indebtedness would increase, which could limit our financial and operational flexibility.

Government regulation could impose taxes or other burdens on us, which could increase our costs or decrease demand for our products.

We rely upon generally accepted interpretations of tax laws and regulations in the countries in which we have customers and for which we provide travel inventory. We cannot be certain that these interpretations are accurate or that the responsible taxing authority is in agreement with our views. The imposition of additional taxes could cause us to have to pay taxes that we currently do not pay or collect on behalf of authorities and increase the costs of our products or services, which would increase our costs of operations.

Changes in tax laws or interpretations thereof may result in an increase in our effective tax rate.

We have operations in various countries that have differing tax laws and rates. A significant portion of our revenue and income is earned in countries with low corporate tax rates. Our income tax reporting is subject to audit by domestic and foreign authorities, and our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties and the estimated values of deferred tax assets and liabilities. Such changes, which, among other reasons, may arise from ongoing inter-governmental and Organization for Economic Cooperation and Development (OECD)-led proposals on international corporate taxation, could result in an increase in the effective tax rate applicable to all or a portion of our income which would reduce our profitability.

Fluctuations in the exchange rate of the U.S. dollar and other currencies may adversely impact our results of operations.

Our results of operations are reported in U.S. dollars. While most of our revenue is denominated in U.S. dollars, a portion of our revenue and costs, including interest obligations on our euro denominated debt, is denominated in other currencies, such as British pound, the Euro and the Australian dollar. As a result, we face exposure to adverse movements in currency exchange rates. The results of our operations and our operating

expenses are exposed to foreign exchange rate fluctuations as the financial results of those operations are translated from local currency into U.S. dollars upon consolidation. If the U.S. dollar weakens against the local currency, the translation of these foreign currency-based local operations will result in increased net assets, revenue, operating expenses, and net income or loss. Similarly, our local currency-based net assets, revenue, operating expenses, and net income or loss will decrease if the U.S. dollar strengthens against local currency. Additionally, transactions denominated in currencies other than the functional currency may result in gains and losses that may adversely impact our results of operations.

Risks Related to Our Relationship with Orbitz Worldwide

We have recorded a significant charge to earnings in previous years, and may in the future be required to record additional significant charges to earnings relating to Orbitz Worldwide.

We own approximately 45% of Orbitz Worldwide’s outstanding common stock, which we account for using the equity method of accounting. We recorded earnings of $10 million related to our investment in Orbitz Worldwide for the year ended December 31, 2013.

We evaluate our equity investment in Orbitz Worldwide for impairment on a quarterly basis. As of December 31, 2013, the fair market value of our investment in Orbitz Worldwide was approximately $349 million and the carrying value of our investment was $19 million. The results of Orbitz Worldwide for the year ended December 31, 2013 were impacted by an impairment charge recorded by Orbitz Worldwide amounting to $3 million in relation to its property and equipment.

Orbitz Worldwide is an important customer of our business.

Orbitz Worldwide currently is our largest travel agent customer, accounting for 8% of our transaction processing revenue, generated through their use of our GDS, in the year ended December 31, 2013. We recently entered into a new subscriber services agreement with Orbitz Worldwide. Due to the increase in payments payable to Orbitz Worldwide under the new subscriber services agreement in 2014, we expect a negative impact on our 2014 cash flow attributable to this agreement, and no impact to our 2014 Adjusted EBITDA. From 2015 onwards, the combination of increased payments and greater flexibility for Orbitz Worldwide will have a greater impact on both our earnings and cash flow, which could be material. We expect, however, growth in other areas of our business to largely mitigate such negative impact on our financial results. In the event Orbitz Worldwide terminates its relationships with us or Orbitz Worldwide’s business is materially impacted for any reason, such as a travel provider withholding content from Orbitz Worldwide, and, as a result, Orbitz Worldwide loses, or fails to generate, a substantial amount of bookings that would otherwise be processed through our GDS, our business and results of operations would be adversely affected.

Legal and Regulatory Risks

From time to time, we may be involved in legal proceedings and may experience unfavorable outcomes.

We are, and in the future may be, subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

Third parties may claim that we have infringed their intellectual property rights, which could expose us to substantial damages and restrict our operations.

We have faced and in the future could face claims that we have infringed the patents, copyrights, trademarks or other intellectual property rights of others. In addition, we may be required to indemnify travel providers for claims made against them. Any claims against us or such travel providers could require us to spend significant time and money in litigation or pay damages. Such claims could also delay or prohibit the use of existing, or the

release of new, products, services or processes, and the development of new intellectual property. We could be required to obtain licenses to the intellectual property that is the subject of the infringement claims, and resolution of these matters may not be available on acceptable terms or at all. Intellectual property claims against us could have a material adverse effect on our business, financial condition and results of operations, and such claims may result in a loss of intellectual property protections that relate to certain parts of our business.

Our business is regulated, and any failure to comply with such regulations or any changes in such regulations could adversely affect us.

We operate in a regulated industry. Our business, financial condition and results of operations could be adversely affected by unfavorable changes in or the enactment of new laws, rules and/or regulations applicable to us, which could decrease demand for products and services, increase costs or subject us to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Our failure to comply with any of these requirements or interpretations could have a material adverse effect on our operations.

We store a large volume of personally identifiable information which is subject to legislation and regulation in numerous jurisdictions around the world, including in the U.S., where we are safe harbor certified, and in Europe.

In Europe, CRS regulations or interpretations of them may increase our cost of doing business or lower our revenues, limit our ability to sell marketing data, impact relationships with travel agencies, airlines, rail companies, or others, impair the enforceability of existing agreements with travel agencies and other users of our system, prohibit or limit us from offering services or products, or limit our ability to establish or change fees.

The CRS regulations require GDSs, among other things, to clearly and specifically identify in their displays any flights that are subject to an operating ban within the European Community and to introduce a specific symbol in their displays to identify each so-called blacklisted carrier. We include a link to the European Commission’s blacklist on the information pages accessible by travel agents through our Ask Travelport online facility. We are prohibited from applying a specific symbol to identify a blacklisted carrier in our displays as the European Commission’s blacklist does not currently identify blacklisted carriers with an IATA airline code, although work on a technical solution is currently under way. A common solution for all GDSs is being sought through further dialogue with the European Commission.

Annex 1(9) of the CRS regulations requires a GDS to display a rail or rail/air alternative to air travel, on the first screen of their principal displays, in certain circumstances. We currently have few rail participants in our GDS. We can display direct point to point rail services in our GDS principal displays, for those rail operators that participate in our GDS. Given the lack of harmonization in the rail industry, displaying rail connections in a similar way to airline connections is extremely complex, particularly in relation to timetabling, ticketing and booking systems. We are working towards a solution that will include functionality to search and display connected rail alternatives at such time as the rail industry in Europe provides a technically efficient means to do so. We understand that such efficiencies lie at the heart of the European Commission’s policy objectives to sustain a high quality level of European rail services in the future.

Continued regulation of GDSs in the European Union and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes.

Our failure to comply with these laws and regulations may subject us to fines, penalties and potential criminal violations. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business and may have a material adverse effect on our operations. We do not currently maintain a central database of regulatory requirements affecting our worldwide operations and, as a result, the risk of non-compliance with the laws and regulations described above is heightened.

ITEM 1B. UNRESOLVED

STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Headquarters and Corporate Offices

Our principal executive office is located in Atlanta, Georgia, under a lease with a term of 12 years that expires in December 2024. We also have an office in Langley in the United Kingdom, under a lease with a term of 20 years which expires in June 2022.

Operations

Our operational business global headquarters are located in our Langley, United Kingdom offices. Our operational business U.S. headquarters are located in Atlanta, Georgia.

In addition, we have leased facilities in 42 countries that function as call centers or fulfillment or sales offices. Our product development centers are located in leased offices in Denver, Colorado under a lease expiring in July 2017 and leased offices in Kansas City, Missouri under a lease expiring in February 2021.

The table below provides a summary of our key facilities, all of which are leased:


Location		Purpose
Atlanta, Georgia		Corporate Headquarters; GDS Operational Business
Langley, United Kingdom		Operational Business Global Headquarters
Atlanta, Georgia		Data Center
Denver, Colorado		Product Development Center
Kansas City, Missouri		Product Development Center

Data Center

We operate a data center out of leased facilities in Atlanta, Georgia, pursuant to a lease that expires in August 2022. The Atlanta facility is leased from an affiliate of Digital Realty Trust, Inc., a global data center provider, following an assignment of the lease by Delta. Since September 2008, our primary systems infrastructure and web and database servers for our GDS operations have been located in our Atlanta, Georgia facility, which, prior to the consolidation of our Galileo GDS operations, supported our Worldspan operations. The Atlanta data center powers our consolidated GDS operations and provides access 24 hours a day, seven days a week and 365 days a year. The facility is a hardened building housing two data centers: one used by us and the other used by Delta Technology (a subsidiary of Delta). We and Delta each have equal space and infrastructure at the Atlanta facility. Our Atlanta data center comprises 94,000 square feet of raised floor space, 27,000 square feet of office space and 39,000 square feet of facilities support area.

We believe that our properties are sufficient to meet our present needs, and we do not anticipate any difficulty in securing additional space, as needed, on acceptable terms.

ITEM 3. LEGAL

PROCEEDINGS

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

Declaratory Judgment. In connection with the completion of our comprehensive refinancing, on April 15, 2013, the holders of our senior notes and senior subordinated notes agreed to waive and release all claims asserted and related to our 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.

DOJ. On May 19, 2011, we received a Civil Investigative Demand (“CID”) from the United States Department of Justice (“DOJ”), which seeks our documents and data in connection with an investigation into whether there have been “horizontal and vertical restraints of trade by global distribution systems.” We have complied with the CID, and the investigation remains open.

In addition, we are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of the matters in which we are currently involved will have a material adverse effect on our financial condition or on the results of our operations.

ITEM 4. MINE

SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We are a wholly owned subsidiary of Travelport Holdings Limited. There is no public trading market for our common stock.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt and Financing Arrangements” for a discussion of potential restrictions on our ability to pay dividends or make distributions.

ITEM 6.

SELECTED FINANCIAL DATA

The following table presents our selected historical financial data. The statement of operations data and the statement of cash flows data for the years ended December 31, 2013, 2012 and 2011 and the balance sheet data as of December 31, 2013 and 2012 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data as of December 31, 2011, 2010 and 2009 and the statement of operations data and statement of cash flows data for the years ended December 31, 2010 and 2009 are derived from audited consolidated financial statements that are not included in this Annual Report on Form 10-K. The financial data as of and for the years ended December 31, 2010 and 2009 have been restated retroactively to represent discontinued operations as discussed below.

In May 2011, we completed the sale of our GTA business which qualified to be reported as discontinued operations. The gain from the disposal of the GTA business and the results of operations of the GTA business are presented as discontinued operations in our consolidated statements of operations and consolidated statements of cash flows.

The selected historical financial data presented below should be read in conjunction with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

Statement of Operations Data


	Year Ended December 31,
(in $ millions)	2013			2012			2011			2010			2009

Net revenue		2,076			2,002			2,035			1,996			1,981

Costs and expenses
Cost of revenue		1,266			1,191			1,211			1,119			1,049
Selling, general and administrative		396			446			397			393			412
Depreciation and amortization		206			227			227			210			187

Total costs and expenses		1,868			1,864			1,835			1,722			1,648

Operating income		208			138			200			274			333
Interest expense, net		(342	)		(290	)		(287	)		(272	)		(286	)
(Loss) gain on early extinguishment of debt		(49	)		6			—			2			10

(Loss) income from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(183	)		(146	)		(87	)		4			57
Provision for income taxes		(20	)		(23	)		(29	)		(47	)		(23	)
Equity in earnings (losses) of investment in Orbitz Worldwide		10			(74	)		(18	)		(28	)		(162	)

Net loss from continuing operations		(193	)		(243	)		(134	)		(71	)		(128	)
(Loss) income from discontinued operations, net of tax		—			—			(6	)		27			(741	)
Gain from disposal of discontinued operations, net of tax		4			7			312			—			—

Net (loss) income		(189	)		(236	)		172			(44	)		(869	)
Net (income) loss attributable to non-controlling interest in subsidiaries		(3	)		—			3			1			(2	)

Net (loss) income attributable to the Company		(192	)		(236	)		175			(43	)		(871	)

Balance Sheet Data


	December 31,
(in $ millions)	2013			2012			2011			2010			2009


Cash and cash equivalents		154			110			124			94			124
Total current assets (excluding cash and cash equivalents and assets of discontinued operations) ⁽¹⁾		312			322			304			294			265
Assets of discontinued operations		—			—			—			1,066			1,091
Property and equipment, net		428			416			431			484			410
Goodwill and other intangible assets, net ⁽¹⁾		1,971			2,017			2,110			2,210			2,270
All other non-current assets ⁽¹⁾		223			293			375			352			186

Total assets		3,088			3,158			3,344			4,500			4,346

Total current liabilities (excluding liabilities of discontinued operations)		681			687			623			564			531
Liabilities of discontinued operations		—			—			—			555			526
Long-term debt		3,528			3,392			3,357			3,796			3,640
All other non-current liabilities		190			281			321			257			241

Total liabilities		4,399			4,360			4,301			5,172			4,938

Total equity (deficit)		(1,311	)		(1,202	)		(957	)		(672	)		(592	)

Total liabilities and equity		3,088			3,158			3,344			4,500			4,346

(1)	Certain prior period amounts have been reclassified to conform to current period presentation, see Note 7 to the consolidated financial statements.

Statement of Cash Flows Data


	Year Ended December 31,
(in $ millions)	2013			2012			2011			2010			2009



Net cash provided by operating activities of continuing operations		100			181			124			181			166
Net cash (used in) provided by operating activities of discontinued operations		—			—			(12	)		103			73
Net cash (used in) provided by investing activities		(96	)		(89	)		556			(241	)		(55	)
Net cash provided by (used in) financing activities		40			(106	)		(791	)		(22	)		(317	)
Effects of changes in exchange rates on cash and cash equivalents		—			—			5			4			5

Net increase (decrease) in cash and cash equivalents		44			(14	)		(118	)		25			(128	)

Other Financial Data

Year Ended December 31,

2013

2012

2011

2010

2009

Ratio of earnings to fixed charges ⁽¹⁾

n/a

1.17

(1)

For the purposes of calculating the ratio of earnings to fixed charges, earnings represents income from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide, plus fixed charges net of interest capitalized and adjusted for amortization of capitalized interest and non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges. Fixed charges comprise interest for the period and include amortization of debt financing costs, interest capitalized and the interest portion of rental payments but excludes loss on extinguishment of debt. For each of the years ended December 31, 2013, 2012, 2011 and 2010, earnings were insufficient to cover fixed charges by $190 million, $144 million, $86 million and $1 million, respectively.

Selected Quarterly Financial Data — Unaudited

Provided below is selected unaudited quarterly financial data for 2013 and 2012:


	2013
(in $ millions)	First			Second			Third			Fourth
Net revenue		548			537			511			480
Cost of revenue		333			326			313			294
Operating income		69			56			57			26
Net loss from continuing operations		(10	)		(103	)		(27	)		(53	)
Net loss		(10	)		(103	)		(27	)		(49	)
Net loss attributable to the Company		(10	)		(105	)		(27	)		(50	)


	2012
(in $ millions)	First			Second			Third			Fourth
Net revenue		550			506			489			457
Cost of revenue		322			301			296			272
Operating income (loss)		66			62			27			(17	)
Net loss from continuing operations		(12	)		(20	)		(40	)		(171	)
Net loss		(12	)		(20	)		(40	)		(164	)
Net loss attributable to the Company		(11	)		(20	)		(41	)		(164	)

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for each of the years ended December 31, 2013, 2012 and 2011 should be read in conjunction with the consolidated financial statements and related notes reported in accordance with US GAAP and included elsewhere in this Annual Report on Form 10-K. The discussion includes forward-looking statements that reflect the current view of management and involve risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements as a result of factors discussed below and elsewhere in this Annual Report on Form 10-K, particularly under the headings “Item 1A: Risk Factors” and “Forward-Looking Statements”. 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 GDS business with three brands: Galileo, Apollo 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 over 800 travel providers and approximately 67,000 online and offline travel agency locations, which in turn serve millions of end consumers globally. In 2013, approximately 169 million tickets were issued through our GDS business. Our GDS business processed up to 3 billion travel-related messages per day in 2013.

Within our GDS business, our Airline IT Solutions business hosts mission critical applications and provides business with data analysis solutions to major airlines to enable them to focus in their core business competencies and reduce costs, as well as business intelligences 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 447 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, budget and forecasts using financial and non-financial measures. We use the following primary measures to assess our financial performance and the performance of our business:


	Years Ended December 31,				Change						Years Ended December, 31				Change
(in $ millions, except segment data)	2013		2012		$			%			2012		2011		$			%
Travelport KPIs
Net revenue		2,076		2,002		74			4			2,002		2,035		(33	)		(2	)
Operating income		208		138		70			51			138		200		(62	)		(31	)
Travelport Adjusted EBITDA		517		517		—			—			517		581		(64	)		(11	)
Segments (in millions)
Americas		170		172		(2	)		(1	)		172		178		(6	)		(4	)
Europe		85		82		3			4			82		83		(1	)		(1	)
APAC		56		54		2			4			54		56		(2	)		(3	)
MEA		39		39		—			—			39		38		1			2
Total		350		347		3			1			347		355		(8	)		(2	)
RevPas		$5.49		$5.28		$0.21			4			$5.28		$5.13		$0.15			3

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

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 items such as depreciation and amortization, interest, income tax, gain (loss) on extinguishment of debt, equity in earnings (losses) of investment in Orbitz Worldwide, and other costs that we believe are unrelated to our ongoing operations such as costs associated with our restructuring efforts, amortization of customer loyalty payments, 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. 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 our underlying operations and business trends, forecast future results and determine future capital investment allocations. It is a key element used to calculate our covenant ratios under our credit agreements and is used by the Board of Directors to determine incentive compensation for future periods.

We believe Travelport Adjusted EBITDA is a useful measure as it allows management to monitor our ongoing core operations. The core operations represent the primary trading operations of the business. Since our formation, actual results have been significantly affected by events that are unrelated to our ongoing operations due to the number of changes to our business during that time. These events include, among other things, the transfer of our finance and human resources functions from the United States to the United Kingdom and the associated restructuring costs. During the periods presented, these items primarily relate to the impact of purchase accounting, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with Travelport’s restructuring efforts, non-cash equity-based compensation and litigation and related costs. Further, in connection with the refinancing of our first lien credit agreement in June 2013, we amended our definition of Adjusted EBITDA to exclude the amortization of customer loyalty payments.

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


	Years Ended December 31,
(in $ millions)	2013			2012			2011
Net loss from continuing operations		(193	)		(243	)		(134	)
Equity in (earnings) losses of investment in Orbitz Worldwide		(10	)		74			18
Provision for income taxes		20			23			29
Depreciation and amortization		206			227			227
Interest expense, net		342			290			287
Loss (gain) on extinguishment of debt		49			(6	)		—

EBITDA ⁽¹⁾		414			365			427
Adjustments:
Amortization of customer loyalty payments ⁽²⁾		63			62			74
Corporate costs ⁽³⁾		7			19			15
Restructuring charges ⁽⁴⁾		—			—			4
Equity-based compensation		6			2			5
Litigation and related costs ⁽⁵⁾		12			53			50
Other — non cash ⁽⁶⁾		15			16			6

Travelport Adjusted EBITDA ⁽¹⁾		517			517			581

(1)

The year ended December 31, 2013 is impacted by the loss of master services agreement (“MSA”) with United Airlines, which contributed $21 million and $23 million to EBITDA and Adjusted EBITDA, respectively, during the year ended December 31, 2012 and contributed $71 million and $80 million to EBITDA and Adjusted EBITDA, respectively, during the year ended December 31, 2011.

(2)	During the second quarter of 2013, pursuant to the change in the definition of Consolidated EBITDA in our credit agreements due to comprehensive refinancing, the amortization of customer loyalty payments is included as an adjustment to Travelport Adjusted EBITDA.

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

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

(5)

Litigation and related costs represent costs related to various claims, legal proceedings, intellectual property and other commercial, employment and tax matters. In 2012, litigation and related costs predominately related to the American Airlines and bondholder litigations and in 2011, to NDC arbitration costs.

(6)

Other — non cash primarily includes (i) unrealized losses (gains) on foreign currency derivatives contracts and revaluation losses (gains) on our euro denominated debt (totaling $13 million, $16 million and $(1) million for the years ended December 31, 2013, 2012 and 2011, respectively) and (ii) write-off and impairment of non-current assets of $7 million for the year ended December 31, 2011.

Segments

We record and charge a booking fee for each segment of an air travel itinerary (e.g., two segments for a round-trip airline ticket) and a booking fee for each hotel booking, car rental or cruise booking, regardless of the length of time or cost associated with the booking. Revenue per segment (“RevPas”) is calculated by dividing our transaction processing revenue by total segments for the period.

Net Revenue

Transaction Processing Revenue: Transaction processing revenue is primarily derived from transaction fees paid by travel providers for electronic travel distribution services, and to a lesser extent, other transaction and subscription fees. The GDS operate an electronic marketplace in which travel providers, such as airlines, hotels, car rental companies, cruise lines, rail companies and other travel providers, can store, display, manage and sell their products and services, and in which online and traditional travel agencies are able to electronically locate, price, compare and purchase travel providers’ services. As compensation for GDS services, fees are earned, on a per segment or per booking basis, from airline, car rental, hotel and other travel-related providers for reservations booked through the GDS.

Fees paid by travel providers vary according to the levels of functionality at which they can participate in our GDS. These levels of functionality generally depend upon the type of communications and real-time access allowed with respect to the particular travel provider’s internal systems. Revenue for air travel reservations is recognized at the time of the booking of the reservation, net of estimated cancellations. Cancellations prior to the date of departure are estimated based on the historical level of cancellations, which are not significant. Revenue for car and hotel reservations is recognized upon fulfillment of the reservation. The later recognition of car and hotel reservation revenue reflects the difference in the contractual rights related to such services as compared to the airline reservation services.

In international markets, we employ a hybrid sales and marketing model consisting of direct sales SMOs and indirect NDCs. In the United States, we only employ an SMO model. In markets supported by our SMOs, we enter into agreements with travel agents which provide for incentives in the form of customer loyalty payments, including cash payments, equipment or other services at no charge. The amount of the customer loyalty payment varies depending upon the expected volume of the travel agent’s business. We establish liabilities for these customer loyalty payments at the inception of the contract and capitalize the related costs as intangible assets to be amortized over the contract period. The Company generally recognizes the customer loyalty payments, as a component of revenue and cost of revenue, on a straight line basis over the life of the contract unless another method is more appropriate. In markets not supported by our SMOs, we utilize an NDC structure, where feasible, in order to take advantage of the NDC partner’s local market knowledge. The NDC is responsible for cultivating the relationship with travel agents in its territory, installing travel agents’ computer equipment, maintaining the hardware and software supplied to the travel agents and providing ongoing customer support. The NDC earns a commission based on the booking fees generated in the NDC’s territory.

Airline IT Solutions Revenue: We also provide technology services and solutions for the airline and hotel industry focusing on marketing and sales intelligence, reservation and passenger service system and e-commerce solutions. Such revenue is recognized as the service is performed.

Operating Income

Operating income consists of net revenue less cost of revenue, selling, general and administrative (“SG&A”) expenses and depreciation and amortization.

Cost of revenue consists of direct costs incurred to generate revenue, including amortization of customer loyalty payments made to travel agencies who subscribe to our GDS, commissions and costs incurred for NDCs and costs for call center operations, data processing and related technology costs. Technology management costs, data processing costs and telecommunication costs included in cost of revenue consist primarily of internal system and software maintenance fees, data communications and other expenses associated with operating our internet sites and payments to outside contractors.

SG&A expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for finance, legal, human resources and other administrative functions.

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, 2013, approximately 82% of our segment volumes were represented by air segments flown, and 4% of our segment volumes were attributable to other air segments (such as cancellations on the day of travel), with land and sea bookings accounting for 14%. Between 2004 and 2013, air travel volumes increased at a CAGR of 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, EBITDA and Adjusted EBITDA have been impacted in the past. Following the merger of United Airlines with Continental Airlines in 2010, we received notice from United Airlines, terminating its agreement for the Apollo reservation system operated by us on their behalf. The integration of United-Continental system was completed in early March 2012 and we no longer service United Airlines’ reservation system. The impact of the loss of the MSA with United Airlines resulted in a decline of approximately $27 million of net revenue, $21 million of EBITDA and $23 million of Adjusted EBITDA for the year ended December 31, 2013 compared to 2012.

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. We have euro denominated debt and while the majority of our revenue is denominated in US dollars, a portion of costs are denominated in other currencies (principally, the British pound, Euro and Australian dollar). We use foreign currency 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 derivative 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 an agreement to resolve the outstanding litigation with American Airlines and entered into a new long-term distribution agreement. The agreement 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

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012


	Year Ended December 31,						Change
(in $ millions)	2013			2012			$			%
Net revenue		2,076			2,002			74			4

Costs and expenses
Cost of revenue		1,266			1,191			75			6
Selling, general and administrative		396			446			(50	)		(11	)
Depreciation and amortization		206			227			(21	)		(9	)

Total costs and expenses		1,868			1,864			4			—

Operating income		208			138			70			51
Interest expense, net		(342	)		(290	)		(52	)		(18	)
(Loss) gain on early extinguishment of debt		(49	)		6			(55	)		*

Loss from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(183	)		(146	)		(37	)		(25	)
Provision for income taxes		(20	)		(23	)		3			11
Equity in earnings (losses) of investment in Orbitz Worldwide		10			(74	)		84			*

Net loss from continuing operations		(193	)		(243	)		50			20
Gain from disposal of discontinued operations, net of tax		4			7			(3	)		(34	)

Net loss		(189	)		(236	)		47			19

*	Not meaningful

Net Revenue

Net revenue is comprised of:


	Year Ended December 31,				Change
(in $ millions)	2013		2012		$			%
Transaction processing revenue		1,924		1,834		90			5
Airline IT solutions revenue		152		168		(16	)		(9	)

Net revenue		2,076		2,002		74			4

Transaction processing revenue by region is comprised of:


	Year Ended December 31,				Change
(in $ millions)	2013		2012		$		%
Americas		704		703		1		—
Europe		589		541		48		9
APAC		360		327		33		10
MEA		271		263		8		3

Transaction processing revenue		1,924		1,834		90		5

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

The increase in transaction processing revenue of $90 million (5%) is a result of a 4% increase in RevPas (transaction processing revenue divided by the number of 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. Segment volumes increased by 3 million (4%) in Europe and 2 million (4%) in APAC which was offset by a decline of 2 million (1%) in the 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 $16 million (9%) as a result of the loss of the MSA with United Airlines which contributed $19 million to Airline IT solutions revenue for the year ended December 31, 2012.

Cost of Revenue

Cost of revenue is comprised of:


	Year Ended December 31,				Change
(in $ millions)	2013		2012		$		%
Commissions		978		919		59		6
Telecommunication and technology costs		288		272		16		6

Cost of revenue		1,266		1,191		75		6

Cost of revenue increased by $75 million (6%) as a result of $59 million (6%) incremental commission costs and a $16 million (6%) increase in telecommunication and technology costs. Commissions paid to travel agencies increased due to a 3% increase in travel distribution cost per segment, incremental commission costs from our payment processing business and a 1% increase in segment volumes. Telecommunication and technology costs increased as a result of continued expansion of our operations and investment in technology.

Selling, General and Administrative (SG&A)

The SG&A expenses of $396 million and $446 million for the years ended December 31, 2013 and 2012, respectively, include a net $40 million and $90 million charge, respectively, for items that are adjusted out of Travelport Adjusted EBITDA (the “Adjustments”). Excluding these Adjustments, our SG&A expenses for the year ended December 31, 2013 remained flat.

The Adjustments of $40 million and $90 million for the year ended December 31, 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 (losses) related to our euro denominated debt and derivatives. The Adjustments decreased by $50 million in 2013, primarily as a result of a $41 million reduction in litigation costs and $12 million reduction in corporate costs.

Depreciation and Amortization

Depreciation and amortization decreased by $21 million (9%) 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 $52 million (18%) due to higher interest rates on debt as a result of our debt refinancing completed in April and June 2013.

(Loss) Gain on Early Extinguishment of Debt

During 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 $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 2012, we repurchased $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

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 forecast losses in certain jurisdictions, and (iii) certain expenses that are not deductible for tax in the relevant jurisdiction.

The reconciliation from the tax benefit at the US Federal statutory tax rate of 35% to the provision for income taxes is as follows:


	Year Ended December 31,
(in $ millions)	2013			2012
Tax benefit at US federal statutory rate of 35%		64			51
Taxes on non-US operations at alternative rates		(12	)		(29	)
Liability for uncertain tax positions		(2	)		2
Change in valuation allowance		(66	)		(46	)
Non-deductible expenses		(7	)		(4	)
Adjustments in respect of prior years		3			5
State taxes		—			(2	)

Provision for income taxes		(20	)		(23	)

Equity in Earnings (Losses) of Investment in Orbitz Worldwide

Our share of equity in earnings (losses) of investment in Orbitz Worldwide was $10 million for the year ended December 31, 2013 compared to $(74) million for the year ended December 31, 2012. These earnings (losses) reflect our 45% ownership interest (46% ownership in 2012) in Orbitz Worldwide.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011


	Year Ended December 31,						Change
(in $ millions)	2012			2011			$			%
Net revenue		2,002			2,035			(33	)		(2	)

Costs and expenses
Cost of revenue		1,191			1,211			(20	)		(2	)
Selling, general and administrative		446			397			49			12
Depreciation and amortization		227			227			—			—

Total costs and expenses		1,864			1,835			29			2

Operating income		138			200			(62	)		(31	)
Interest expense, net		(290	)		(287	)		(3	)		(1	)
Gain on early extinguishment of debt		6			—			6			*

Loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		(146	)		(87	)		(59	)		(69	)
Provision for income taxes		(23	)		(29	)		6			22
Equity in losses of investment in Orbitz Worldwide		(74	)		(18	)		(56	)		*

Net loss from continuing operations		(243	)		(134	)		(109	)		(82	)
Loss from discontinued operations, net of tax		—			(6	)		6			*
Gain from disposal of discontinued operations, net of tax		7			312			(305	)		*

Net (loss) income		(236	)		172			(408	)		*

*	Not meaningful

Net Revenue

Net revenue is comprised of:


	Year Ended December 31,				Change
(in $ millions)	2012		2011		$			%
Transaction processing revenue		1,834		1,823		11			1
Airline IT solutions revenue		168		212		(44	)		(21	)

Net revenue		2,002		2,035		(33	)		(2	)

Transaction processing revenue by region is comprised of:


	Year Ended December 31,				Change
(in $ millions)	2012		2011		$			%
Americas		703		731		(28	)		(4	)
Europe		541		527		14			3
APAC		327		315		12			4
MEA		263		250		13			5

Transaction processing revenue		1,834		1,823		11			1

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

The increase in transaction processing revenue of $11 million (1%) is a result of a 3% increase in RevPas (transaction processing revenue divided by the number of segments) offset by a 2% decrease 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 partially offset by volume contraction. The 2% decrease in segment volumes is primarily due to a 6 million (4%) decline in Americas, attributable to the loss of 6 million segments from the MSA with United Airlines, and a 3% decline in APAC.

Airline IT solutions revenue decreased as a result of the loss of the MSA with United Airlines.

Cost of Revenue

Cost of revenue is comprised of:


	Year Ended December 31,				Change
(in $ millions)	2012		2011		$			%
Commissions		919		935		(16	)		(2	)
Telecommunication and technology costs		272		276		(4	)		(2	)

Cost of revenue		1,191		1,211		(20	)		(2	)

Cost of revenue decreased by $20 million (2%) as a result of a 2% decrease in commissions paid to travel agencies and NDCs and a 2% decrease in telecommunication and technology costs. The decrease in commission costs is primarily due to a 2% decline in segment volumes partially offset by a 1% increase in the average rate of agency commission along with incremental commission costs from our payment processing business. The decrease in telecommunication and technology costs is due to effective cost management.

Selling, General and Administrative (SG&A)

The SG&A expenses of $446 million and $397 million for the years ended December 31, 2012 and 2011, respectively, include a net $90 million and $72 million charge, respectively, for items that are adjusted out of Travelport Adjusted EBITDA (the “Adjustments”). Excluding these Adjustments, our SG&A expenses increased by $31 million (10%) primarily due to (i) $11 million of unfavorable foreign exchange movements, (ii) an $11 million increase in other administrative costs, including outside services and (iii) a $5 million increase in wages and benefits.

The Adjustments of $90 million and $72 million for the years ended December 31, 2012 and 2011, 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 euro denominated debt and derivatives. The Adjustments increased by $18 million primarily as a result of a $17 million increase in unrealized losses on foreign currency derivative contracts and euro denominated debt.

Interest Expense, Net

Interest expense, net, increased by $3 million (1%) due to higher effective interest rates.

Gain on Early Extinguishment of Debt

During 2012, we repurchased $14 million of our 9 ⁷ / ₈ % dollar denominated Senior Notes, $11 million of 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. There were no repurchases of debt during 2011.

Provision for Income Taxes

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

The reconciliation from the tax benefit at the US Federal statutory tax rate of 35% to the provision for income taxes is as follows:


	Year Ended December 31,
(in $ millions)	2012			2011
Tax benefit at US federal statutory rate of 35%		51			30
Taxes on non-US operations at alternative rates		(29	)		(55	)
Liability for uncertain tax positions		2			(3	)
Change in valuation allowance		(46	)		(1	)
Non-deductible expenses		(4	)		(5	)
Adjustment in respect of prior years		5			3
State Taxes		(2	)		—
Other		—			2

Provision for income taxes		(23	)		(29	)

Equity in Losses of Investment in Orbitz Worldwide

We have recorded losses of $74 million and $18 million in relation to our investment in Orbitz Worldwide for the year ended December 31, 2012 and 2011, respectively. These losses reflect our 46% (48% ownership in 2011) ownership interest in Orbitz Worldwide. Orbitz Worldwide recorded an impairment charge on certain of its intangible assets amounting to $321 million and $50 million for the years ended December 31, 2012 and 2011, respectively.

Financial Condition, Liquidity and Capital Resources

Financial Condition

December 31, 2013 Compared to December 31, 2012


	As of December 31,						Change
(in $ millions)	2013			2012			$
Current assets ⁽¹⁾		466			432			34
Non-current assets ⁽¹⁾		2,622			2,726			(104	)

Total assets		3,088			3,158			(70	)

Current liabilities		681			687			(6	)
Non-current liabilities		3,718			3,673			45

Total liabilities		4,399			4,360			39

Shareholders’ equity (deficit)		(1,330	)		(1,218	)		(112	)
Equity attributable to non-controlling interest in subsidiaries		19			16			3

Total liabilities and equity		3,088			3,158			(70	)

(1)	Certain prior period amounts have been reclassified to conform to current period presentation, see Note 7 to the consolidated financial statements.

Current assets: The increase of $34 million is primarily due to an increase of (i) $44 million in cash and cash equivalents and (ii) $27 million in accounts receivable, net; offset by $36 million decrease in other current assets. The increase in accounts receivable is primarily due to growth in business and timing of receipts. The decrease in other current assets is primarily due to (i) disposal of asset held for sale with carrying value of $16 million and (ii) $18 million decrease in sale and use tax receivables primarily from VAT receipts in southern Europe.

Non-current assets: The decrease of $104 million is due to (i) a $46 million decrease in intangible assets, primarily as a result of amortization, (ii) a $58 million decrease in cash held as collateral as a result of amendments to our senior secured credit agreement, (iii) a $30 million decrease in other non-current assets due to a net reduction of our deferred finance costs following the completion of our refinancing transactions in 2013 and a decrease in supplier prepayments, offset by (iv) a net $19 million increase in investment in Orbitz Worldwide and (v) a $12 million increase in property and equipment, net.

Current liabilities: The decrease of $6 million is primarily due to decrease of $14 million in deferred income taxes offset by a $7 million increase in current portion of long-term debt due to amended terms of our long-term debt following the refinancings and new capital lease arrangements. Current liabilities also include a $30 million decrease primarily due to payments related to litigation and related costs incurred in 2012 and a $9 million decrease in income tax payables, offset by $42 million increase in accrued commissions and incentives due to increase in accrued customer loyalty payments and accrued commission expense.

Non-current liabilities: The increase of $45 million is primarily due to a $136 million increase in long-term debt and a $11 million increase in deferred income taxes; offset by a $102 million decrease in other non-current liabilities. Increase in long-term debt is due to a net impact of comprehensive refinancing during the year. Other non-current liabilities decreased due to an $101 million decrease in pension and post-retirement benefit liabilities primarily due to actuarial gains caused by increased discount rates.

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 December 31, 2013, our financing needs were supported by $120 million of available capacity under our 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 geographic 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 December 31, 2013, our total leverage ratio was 6.57 compared to the maximum total leverage ratio allowable of 7.15; our total senior secured leverage ratio was 4.75 compared to the maximum total senior secured leverage ratio allowable of 5.25; our cash balance was $154 million; and we were in compliance with all financial covenants related to long-term debt. Under the terms of our debt agreements, the maximum total leverage ratio with which we need to comply remains at 7.15 until June 30, 2014 and thereafter reduces to 6.95 until December 31, 2014; and the total senior secured leverage ratio with which we need to comply reduces to 5.15 at March 31, 2014 until December 31, 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 12 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 our comprehensive refinancing during the year ended 2013, substantially all of our debt is now scheduled for repayment on or after January 2016. However, the term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if we are unable to repay or refinance our debt outstanding under the Second Lien Credit Agreement or our unsecured debt prior to their maturity dates. We may not have the ability to repay such amounts.

We 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 with 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 operating activities of continuing operations, adjusted to exclude the impact of interest payments and to deduct capital expenditures on property and equipment additions and capital lease repayments. We believe this measure gives management and investors a better understanding of the cash flows generated by our underlying business, as our interest payments are primarily related to the debt 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 ratio. 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 these credit agreements) as of 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:


	Year Ended December 31,
(in $ millions)	2013			2012			2011
Travelport Adjusted EBITDA		517			517			581
Less:
Interest payments		(273	)		(232	)		(267	)
Tax payments		(29	)		(16	)		(22	)
Changes in operating working capital		13			57			(16	)
Customer loyalty payments		(78	)		(47	)		(65	)
Defined benefit pension plan funding		(3	)		(27	)		(17	)
Other adjusting items ⁽¹⁾		(47	)		(71	)		(70	)

Net cash provided by operating activities of continuing operations		100			181			124
Add: interest paid		273			232			267
Less: capital expenditures on property and equipment additions of continuing operations		(107	)		(92	)		(72	)
Less: repayment of capital lease obligations		(20	)		(16	)		(14	)

Unlevered free cash flow		246			305			305

(1)

Other adjusting items relate to payments for costs included within operating income but excluded from Travelport Adjusted EBITDA. These include (i) $24 million, $20 million and $16 million of corporate cost payments during the years ended December 31, 2013, 2012 and 2011, respectively, (ii) $23 million, $28 million and $6 million of litigation and related costs payments during the years ended December 31, 2013, 2012 and 2011, respectively, (iii) $15 million and $21 million payments related to a historical dispute related to a now terminated arrangement with former distributor in the Middle East during the years ended December 31, 2012 and 2011, respectively, (iv) $7 million and $16 million payments related to FASA liability for the years ended December 31, 2012 and 2011, respectively, and (v) $1 million and $11 million of restructuring related payments made during the years ended December 31, 2012 and 2011, respectively.

Cash Flows

The following table summarizes the changes to our cash flows provided by (used in) operating, investing and financing activities for the years ended December 31, 2013, 2012 and 2011:


	Year Ended December 31,
(in $ millions)	2013			2012			2011
Cash provided by (used in):
Operating activities of continuing operations		100			181			124
Operating activities of discontinued operations		—			—			(12	)
Investing activities		(96	)		(89	)		556
Financing activities		40			(106	)		(791	)
Effects of exchange rate changes		—			—			5

Net increase (decrease) in cash and cash equivalents		44			(14	)		(118	)

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

At December 31, 2013, we had $154 million of cash and cash equivalents, an increase of $44 million compared to December 31, 2012. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the year ended December 31, 2013 compared to the year ended December 31, 2012.

Operating Activities of Continuing Operations: For the year ended December 31, 2013, cash provided by operating activities of continuing operations was $100 million compared to $181 million for the year ended December 31, 2012. The decrease of $81 million is primarily a result of (i) $41 million of increased interest payments, (ii) $31 million of increased customer loyalty payments, (iii) $44 million cash used in operating working capital due to timing of receipts from accounts receivable and payments of commissions, (iv) $13 million of increased income tax payments; partially offset by (v) $24 million decrease in defined benefit pension plan funding and (vi) a $24 million decrease in payments related to other adjusting items.

Investing Activities: The cash used in investing activities for the year ended December 31, 2013 was primarily in relation to $107 million for capital expenditures offset by $17 million net cash received from the sale of our land and buildings held for sale as of December 31, 2012. The cash used in investing activities for the year ended December 31, 2012 was primarily in relation to $92 million for capital expenditures.

Financing Activities: The net cash provided by financing activities for the year ended December 31, 2013 was $40 million, reflecting the net impact of the refinancing activities during 2013. Cash proceeds in 2013 consisted of $2,169 million from term loans and $58 million net release of collateralized cash. Cash payments in 2013 consisted of (i) $1,667 million repayments of term loans, (ii) $413 million repayment of Senior Notes, (iii) $20 million net repayment of revolver borrowings, (iv) $55 million of debt finance costs and (v) $20 million of capital lease repayments. The cash used in financing activities for the year ended December 31, 2012 was $106 million and primarily comprised of (i) $165 million repayment of term loans, (ii) $15 million of net repayments of revolver borrowings, (ii) $20 million of repurchases of Senior Notes, (iii) $42 million of net cash payments on the settlement of derivative contracts, (iv) $20 million of debt finance costs and (v) $16 million of capital lease repayments, offset by (vi) $170 million of proceeds from term loans.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

At December 31, 2012, we had $110 million of cash and cash equivalents, a decrease of $14 million compared to December 31, 2011. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the year ended December 31, 2012 compared to the year ended December 31, 2011.

Operating Activities of Continuing Operations: For the year ended December 31, 2012, cash provided by operating activities of continuing operations was $181 million compared to $124 million for the year ended

December 31, 2011. The increase of $57 million is primarily due to a $35 million decrease in interest payments and improvements in working capital, offset by a decline in Adjusted EBITDA.

Operating Activities of Discontinued Operations: For the year ended December 31, 2011, cash used by operating activities of the GTA business was $12 million. The GTA business was disposed of on May 5, 2011.

Investing Activities: The cash used in investing activities for the year ended December 31, 2012 was primarily in relation to $92 million for capital expenditures. The cash provided by investing activities for the year ended December 31, 2011 consisted of $628 million net cash received from the sale of the GTA business, offset by $77 million used for capital expenditure. Capital expenditure for 2011 includes $5 million related to our disposed GTA business.

Financing Activities: Cash used in financing activities for the year ended December 31, 2012 was $106 million which primarily comprised of (i) $165 million repayment of term loans, (ii) $15 million of net repayments of revolver borrowings, (ii) $20 million of repurchases of Senior Notes, (iii) $42 million of net cash payments on the settlement of derivative contracts, (iv) $20 million of debt finance costs and (v) $16 million of capital lease repayments, offset by (vi) $170 million of proceeds from term loans. The cash used in financing activities for the year ended December 31, 2011 was $791 million, and primarily comprised of (i) $658 million of repayment of term loans, (ii) $100 million of debt finance costs, (iii) $89 million of distributions to our parent, (iv) $14 million of capital lease repayments; offset by (v) $35 million of revolver borrowings and (vi) $34 million cash received on settlement of derivative contracts.

Debt and Financing Arrangements

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


	December 31,						Change
(in $ millions)	2013			2012			$
Current portion of long-term debt		45			38			7
Long-term debt		3,528			3,392			136

Total debt		3,573			3,430			143
Less: cash and cash equivalents		(154	)		(110	)		(44	)
Less: cash held as collateral		(79	)		(137	)		58

Net debt		3,340			3,183			157

As of December 31, 2013, our debt balances and facilities (excluding capital leases) provide financing of $3,586 million, consisting of (i) a $2,403 million term loan facility, (ii) $599 million of senior notes, (iii) $464 million of senior subordinated notes, and (iv) a $120 million revolving credit facility.

Our Senior Notes are unsecured senior obligations and are subordinated to all our existing and future secured indebtedness (including debt outstanding under the Sixth Amended and Restated Credit Agreement and the Second Lien Credit Agreement discussed below, but are senior in right of payment to any existing and future subordinated indebtedness (including the Senior Subordinated Notes discussed below). Upon the occurrence of a change of control, which is defined in the Indentures governing the Senior Notes, we shall make an offer to repurchase all of the Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

Our Senior Subordinated Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness and secured indebtedness (including debts outstanding under the Sixth Amended and Restated Credit Agreement, the Second Lien Credit Agreement and the Senior Notes discussed below). Upon the occurrence of a change of control, which is defined in the Indentures governing the Senior Subordinated Notes, we shall make an offer to repurchase the Senior Subordinated Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

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 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 year ended December 31, 2013, $3 million was accreted into the outstanding loan amount and $2 million of debt discount was amortized.

•

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”) our ultimate 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 year ended December 31, 2013, we repaid $8 million as our quarterly repayment and $3 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 refinancing during the year ended December 31, 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 and Restated Credit Agreement, the total capacity under the revolving credit facility is $120 million, all of which was undrawn as of December 31, 2013.

During the year ended December 31, 2013, we borrowed $73 million and repaid $93 million under our revolving credit facility.

As a result of our Sixth Amended and Restated Credit Agreement, the $13 million synthetic letter of credit facility was terminated. The $133 million 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 of the new letter of credit facility require that 103% of cash collateral has to be deposited against the outstanding letters of credit. As of December 31, 2013, $77 million of letters of credit were outstanding under the terms of the new facility against which we had provided $79 million as cash collateral, and we had $60 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 December 31, 2013, there were no letters of credit issued by us on behalf of Orbitz Worldwide and all of the previously issued letters of credit were cancelled.

During the year ended December 31, 2013, $16 million of payment-in-kind interest was capitalized into the Second Priority Secured Notes and Senior Notes. In addition, $6 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 balance sheets. We repaid $20 million under our capital lease obligations, terminated $1 million of capital leases and entered into $32 million of new capital leases for information technology assets.

Foreign exchange fluctuations resulted in a $9 million increase in the principal amount of euro denominated debt during the year ended December 31, 2013.

On February 26, 2014, Travelport Worldwide Limited, entered into separate, individually negotiated private exchange agreements with Morgan Stanley, certain funds and accounts managed by AllianceBernstein L.P. and certain funds and accounts managed by P. Schoenfeld Asset Management LP to exchange $135 million at par into our subordinated debt for Travelport Worldwide Limited’s common stock with par value of $0.0002 (the “Common Shares”) for a value of $1.55 per Common Share. The exchanges closed in early March 2014, and an aggregate of approximately 87 million Common Shares of Travelport Worldwide Limited were issued in the exchanges, which brings Travelport Worldwide Limited’s fully diluted shares outstanding to approximately 928 million.

Guarantees and Covenants

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.

Borrowings under the Sixth Amended and Restated Credit Agreement are subject to amortization and prepayment requirements, and the Senior Secured Credit Agreement contains various covenants, including leverage ratios, events of default and other provisions.

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 currency exchange derivative contracts and other adjustments made to exclude expenses viewed as outside the normal course of operations.

The Sixth Amended and Restated Credit Agreement, the Second Lien Credit Agreement and the Indentures governing the Senior Notes and Senior Subordinated Notes, limit our and certain of our subsidiaries’ ability to:

•

incur additional indebtedness or issue certain preferred shares;

•

pay dividends on, repurchase or make other distributions in respect of their capital stock or make other restricted payments;

•

make certain investments;

•

sell certain assets;

•

create liens on certain assets to secure debt;

•

consolidate, merge, sell or otherwise dispose of all or substantially all their assets;

•

enter into certain transactions with affiliates; and

•

designate subsidiaries as unrestricted subsidiaries.

Subject to certain exceptions, the Indentures governing the Senior Notes and Senior Subordinated Notes do not permit us or our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. Neither Travelport (Bermuda) Ltd. nor any of its subsidiaries, which together comprise non-US operations of Travelport, guarantees the Senior Notes and the Senior Subordinated Notes. As a result, these entities are less restricted than the Issuer and the guarantor entities in their ability to incur indebtedness. As of December 31, 2013, we were in compliance with the restrictive covenants under the Indentures.

Capital Leases

During the year ended December 31, 2013, we repaid $20 million under our capital lease obligations, terminated $1 million of capital leases and entered into $32 million of new capital leases for information technology assets. During the year ended December 31, 2012, we repaid $16 million under our capital lease obligations, terminated $14 million of capital leases and entered into $63 million of new capital leases for information technology assets.

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 years ended December 31, 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 contracts, including forward contracts and currency options, as the derivative instruments in these hedging strategies.

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

During the years ended December 31, 2013, 2012 and 2011, none of derivative financial instruments used to manage our interest rate and foreign currency exposures were designated as accounting hedges, except as discussed below for interest rate cap derivative instruments. 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 statements of operations. Losses on these interest rate derivative financial instruments amounted to $3 million, $4 million and $4 million for the years ended December 31, 2013, 2012 and 2011, respectively. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of selling, general and administrative expenses in our consolidated statements of operations. Losses on these foreign currency derivative financial instruments amounted to $4 million, $0 and $2 million for each of the years ended December 31, 2013, 2012 and 2011, respectively. The fluctuations in the fair values of our derivative financial instruments were partially offset by the impact of the changes in the value of the underlying risks they are intended to economically hedge.

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 $4 million during the year ended December 31, 2013, as a component of other comprehensive income (loss).

As of December 31, 2013, our interest rate cap contracts cover transactions for periods that do not exceed three years. All other contracts cover transactions for periods that do not exceed one year. As of December 31, 2013, we had a net asset position of $10 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.

We assess our market risk based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values, and cash flows based on a hypothetical 100 basis point change (increase and decrease) in interest rates and a 10% change (increase and decrease) in foreign currency rates. We used December 31, 2013 rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. We have determined, through the sensitivity analysis, the impact of (i) 100 basis point increase in interest rates would result in a charge of $2 million to our consolidated statements of operations and a 100 basis point decrease in interest rates would result in a credit of less than $1 million to our consolidated statements of operations and (ii) a 10% increase in foreign currency exchange rate with respect to the British pound, Euro and Australian dollar would result in a gain of approximately $1 million to our consolidated statement of operations, while a 10% decrease would result in a gain of approximately $4 million to our consolidated statement of operations.

Financial Obligations

Contractual Obligations

The following table summarizes our future contractual obligations as of December 31, 2013. The table below does not include future cash payments related to (i) contingent payments that may be made to third parties at a future date; (ii) income tax payments for which the timing is uncertain; (iii) the various guarantees and indemnities described in the notes to the consolidated financial statements; or (iv) obligations related to pension and other post-retirement defined benefit plans.


	Year Ending December 31,
(in $ millions)	2014		2015		2016		2017		2018		Thereafter		Total
Debt ⁽¹⁾		45		43		1,978		33		18		1,456		3,573
Interest payments ⁽²⁾		290		290		292		100		99		49		1,120
Operating leases ⁽³⁾		13		10		8		6		5		19		61
Purchase commitments ⁽⁴⁾		46		41		39		—		—		—		126

Total		394		384		2,317		139		122		1,524		4,880

(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 we are unable to repay or refinance our outstanding debt under the Second Lien Credit Agreement or our unsecured debt prior to their maturity dates. The debt maturity excludes (i) $6 million of payment-in-kind interest accrued as of December 31, 2013, (ii) $64 million of payment-in-kind interest and $10 million of repayment fees that will be accrued over the term of the Tranche 2 Loans and Senior Notes and (iii) $26 million of debt discount on term loans under Sixth Amended and Restated Credit Agreement and Second Lien Credit Agreement.

(2)

Interest on floating rate debt and euro denominated debt is based on the interest rate and foreign exchange rate as of December 31, 2013. Interest payments exclude the effects of mark-to-market adjustments on related hedging instruments. As of December 31, 2013, we have $79 million of accrued interest on our consolidated balance sheet of which $73 million will be paid within the next 12 months. The interest payments include (i) $6 million of payment-in-kind interest accrued as of December 31, 2013 and (ii) $64 million of payment-in-kind interest and $10 million of repayment fees 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.

Our obligations related to defined benefit and post-retirement plans are actuarially determined on an annual basis at our financial year end. As of December 31, 2013, plan contributions of $6 million are expected to be made in 2014. Funding projections beyond 2014 are not practical to estimate. Income tax liabilities for uncertain tax positions are excluded as we are not able to make a reasonably reliable estimate of the amount and period of related future payments. As of December 31, 2013 we had $24 million of gross unrecognized tax benefit for uncertain tax positions.

Other Commercial Commitments and Off-Balance Sheet Arrangements

Company Litigation: 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 as appropriate or, for matters not requiring accrual, we will not have a material adverse effect on our results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although we believe our accruals are adequate and/or that we have valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on our results of operations or cash flows in a particular reporting period.

On March 12, 2013, we entered into an agreement to resolve our outstanding litigation with American Airlines and entered into a new long-term distribution agreement. This agreement 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 our Senior Notes and Senior Subordinated Notes agreed to waive and release all claims asserted and related to our

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/Indemnifications: In the ordinary course of business, we enter into numerous agreements that contain standard guarantees and indemnities whereby we indemnify 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 our trademarks, (iv) financial institutions in derivative contracts, and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that we could be required to make under these guarantees, nor are we able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against us under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by us, we maintain insurance coverage that mitigates any potential payments to be made.

Critical Accounting Policies

In presenting our financial statements in conformity with US GAAP, we are required to make estimates and assumptions that affect the amounts reported and related disclosures. Several of the estimates and assumptions required relate to matters that are inherently uncertain as they pertain to future events. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe the estimates and assumptions used when preparing our consolidated financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where a fee is paid for a service performed, and, therefore the majority of transactions are based on accounting policies that are neither particularly subjective, nor complex.

GDS Revenue Recognition

Fees are collected from travel providers based upon the bookings made by travel agencies, internet sites and other subscribers. We also collect fees from travel agencies, internet sites and other subscribers for providing the ability to access schedule and fare information, book reservations and issue tickets for air travel through the use of our GDS. Our GDS records revenue for air travel reservations processed through Galileo, Apollo and Worldspan at the time of the booking of the reservation. In cases where the airline booking is cancelled, the booking fee must be refunded to the customer less any cancellation fee. Additionally, certain of our more significant contracts provide for incentive payments based upon business volume. As a result, we record revenue net of estimated future cancellations and net of anticipated incentives for customers. Cancellations prior to the day of departure are estimated based on the historical level of cancellations rates, adjusted to take into account any recent factors which could cause a change in those rates. Anticipated incentives are calculated on a consistent basis and frequently reviewed. In circumstances where expected cancellation rates or booking behavior changes, our estimates are revised, and in these circumstances, future cancellation and incentive estimates could vary materially, with a corresponding variation in net revenue. Factors which could have a significant effect on our estimates include global security issues, epidemics or pandemics, natural disasters, general economic conditions, the financial condition of travel providers, and travel related accidents.

Our GDS distribute products through a combination of owned sales and marketing organizations, or SMOs, and a network of non-owned national distribution companies, or NDCs. The NDCs are used in markets where we do not have our own SMOs to distribute our products. In cases where NDCs are owned by airlines, we may pay a

commission to the NDCs/airlines for the sales of distribution services to the travel agencies and also receive revenue from the same NDCs/airlines for the sales of segments through Galileo and Worldspan. We account for the fees received from the NDCs/airlines as revenue, and commissions paid to NDCs/airlines as cost of revenue. Fees received and commissions paid are presented in the consolidated statements of operations on a gross basis, as the benefits derived from the sale of the segment are sufficiently separable from the commissions paid.

Customer Loyalty Payments and Prepaid Incentives

We make payments to travel agencies for their usage of our GDS. These payments may be made at the time of signing a long-term agreement, at specified intervals of time, upon reaching specified transaction thresholds or for each transaction processed through our GDS.

Where the payments are made to travel agents and travel providers with an objective of increasing the number of travel bookings and to improve the travel agents’ or travel providers’ loyalty, instrumented through contractual agreements with a term greater than a year, and the travel agent or the travel provider commits to achieve economic objectives for the Company, the payments are considered as customer loyalty payments and capitalized as intangible assets. These intangible assets are amortized over the period of contractual agreement on a straight line basis unless another method is more appropriate. The amortization expense is recognized within cost of revenue or revenue on the consolidated statements of operations. In addition, we estimate the recoverability of customer loyalty payments based upon the expected future cash flows from transactions generated by the related travel agencies. If the estimate of the future recoverability of amounts capitalized declines, cost of revenue will increase as the amounts are written-off. For the years ended December 31, 2013, 2012 and 2011, we did not recognize any significant impairment of customer loyalty payments. As of December 31, 2013 and December 31, 2012, customer loyalty payments, net of accumulated amortization, amounted to $152 million and $118 million, respectively.

Where payments are based on a per transaction basis, these are expensed in the month the transactions are generated. Where they are paid on signing the contract or at specified dates they are capitalized as prepaid incentives and expensed as the related revenue is recognized. As of December 31, 2013 and December 31, 2012, we recorded prepaid incentives of $42 million and $38 million, respectively, which are included in other current and non-current assets on our consolidated balance sheets.

Where payments are to be made upon the achievement of specified objectives, these are assessed as to the likelihood and amount of ultimate payment and expense recognized as incurred. If the estimate of payments to be made to travel agencies in future periods changes, based upon developments in the travel industry or upon the facts and circumstances of a specific travel agency, cost of revenue could increase or decrease accordingly.

Valuation of Equity Method Investments

We review our investment in Orbitz Worldwide for impairment quarterly to determine if a decrease in value is other than temporary. This analysis is focused on the market value of Orbitz Worldwide shares compared to our recorded book value of such shares. Factors that could lead to impairment of our investment in the equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide. We may be required in the future to record a charge to earnings if our investment in equity of Orbitz Worldwide becomes impaired. Any such charge would adversely impact our results.

Pension and Other Post-Retirement Defined Benefits

We provide post employment defined benefits to a number of our current and former employees. Costs associated with post employment defined benefits include pension and post-retirement health care expenses for employees, retirees and surviving spouses and dependents.

The determination of the obligation and expense for our pension and other post-retirement employee benefits, such as retiree health care, is dependent on certain assumptions used by actuaries in calculating such amounts. Certain of the more important assumptions are described in Note 13 — Employee Benefit Plans to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data”, of

this Annual Report on Form 10-K and include the discount rate, expected long-term rate of return on plan assets, rates of increase in health care costs, retirement rates, mortality rates and other factors. The effects of any modification to those assumptions are either recognized immediately or amortized over future periods in accordance with US GAAP. Actual results that differ from assumptions used are accumulated and generally amortized over future periods.

The primary assumptions affecting our accounting for employee benefits are as follows:

•

Discount rate: The discount rate is used to calculate pension and post-retirement employee benefit obligations. The discount rate assumption is based on a constant effective yield from matching projected plan cash flows to high quality (AA) bond yields of corresponding maturities as of the measurement date. We used weighted average discount rates of 4.8% for defined benefit pension plans and 5.3% for post-retirement benefit plans to determine our pension and other benefit obligations as of December 31, 2013.

The impact of a 100 basis point increase or decrease in the discount rate for defined benefit pension plans would be to decrease pension liabilities by $66 million or increase pension liabilities by $82 million, respectively, as of December 31, 2013. The sensitivity to a 100 basis point increase or decrease in the discount rate assumption related to our pre-tax employee benefit expense for 2013 would be to decrease or increase, respectively, the 2013 pre-tax pension expense by $5 million, as the net actuarial losses or gains more than offset the decrease or increase in interest expense.

•

Expected long-term rate of return on plan assets: The expected long-term rate of return is used in the calculation of net periodic benefit cost. The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. The expected long-term rate of return for pension assets has been determined using historical returns for the different asset classes held by our trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. In determining the pension expense for 2013, we used a weighted average expected long-term rate of return on plan assets of 7.2%.

Actual returns on pension assets for 2013, 2012 and 2011 were 9.3%, 11.6% and 5.4%, respectively, compared to the expected rate of return assumption of 7.2% 7.2% and 7.4% respectively. The impact of a 100 basis point increase or decrease in the expected return on assets for 2013 would have been to decrease or increase the 2013 pre-tax pension expense by $5 million.

While we believe these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect our defined benefit pension and post-retirement employee benefit obligations and our future expense. See Note 13 — Employee Benefit Plans to the consolidated financial statements for more information regarding our retirement benefit plans.

Derivative Instruments

We use derivative instruments as part of our overall strategy to manage our exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. As a matter of policy, we do not use derivatives for trading or speculative purposes. We determine the fair value of our derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to our own credit risk and counterparty credit risk.

Subsequent to initial recognition, we adjust the initial fair value position of the derivative instruments for the creditworthiness of our banking counterparty (if the derivative is an asset) or of our own (if the derivative is a liability). This adjustment is calculated based on default probability of the banking counterparty or the Company, as applicable, and is obtained from active credit default swap markets and is then applied to the projected cash flows. The aggregate counterparty credit risk adjustment applied to our derivative position was approximately $0 as of December 31, 2013 and December 31, 2012.

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 euro denominated debt, our

foreign currency denominated receivables and payables, and forecasted earnings of foreign subsidiaries (primarily to manage our foreign currency exposure to the British pound, Euro and Australian dollar).

A portion of our debt is exposed to interest rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt. The primary interest rate exposure as of December 31, 2013 and 2012 was due to interest rate fluctuations in the United States and Europe, specifically the impact of USLIBOR and EURIBOR interest rates on the variable rate borrowings. We currently use interest rate caps as the derivative instrument in these hedging strategies, although for a portion of 2013 and in earlier years we also used interest rate swap derivative instruments.

As of December 31, 2013, we have designated certain interest rate cap derivative contracts as accounting hedges. The effective portion of changes in the fair value of these derivatives designated as cash flow hedging instruments is recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings in the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are reflected in earnings in the same period during which the hedged cash flow affects earnings. For the year ended December 31, 2013 we have recorded a $4 million loss in other comprehensive income (loss) and $0 in the consolidated statements of operations related our derivative instruments designated as accounting hedges.

Impairment of Goodwill and Trademarks and Tradenames

We review the carrying value of goodwill and indefinite-lived intangible assets annually or more frequently if circumstances indicate impairment may have occurred. We may first perform a qualitative assessment, evaluating a number of key factors, to determine if the fair value of the reporting unit is more likely than not greater than the carrying amount. If, as a result of qualitative assessment, or if we determine quantitatively that the fair value of the reporting unit is less than its carrying value, we proceed to assess impairment of goodwill and other indefinite-lived intangible assets.

The determination of the fair value requires us to make significant judgments and estimates, including projections of future cash flows from the business. These estimates and required assumptions include estimated revenues and revenue growth rates, operating margins used to calculate projected future cash flows, future economic and market conditions, and the estimated weighted average cost of capital (“WACC”). We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

We perform our annual impairment testing of goodwill and indefinite-lived intangible assets in the fourth quarter of each year, subsequent to completing our annual forecasting process. We have adopted a quantitative approach to test goodwill and indefinite-lived assets for impairment for the year ended December 31, 2013. In performing this test, we determine fair value using the present value of expected future cash flows. The key assumptions applied in our impairment testing of goodwill and other indefinite-lived intangible assets during the fourth quarter of 2013 were (i) estimated cash flows based on financial projections for periods from 2014 through 2018, which were extrapolated to perpetuity, (ii) terminal values based on terminal growth rates not exceeding 2% and (iii) discount rates, based on WACC, ranging from 12% to 14%. As a result of the impairment testing performed in 2013, 2012 and 2011 we concluded that the fair value of goodwill and other indefinite-lived intangible assets exceeded the carrying value of the assets. As a result no impairment of intangibles was recorded in our consolidated statement of operations in any of these years.

Impairment of Definite-Lived Assets

We review the carrying value of these assets if indicators of impairment are present and determine whether the sum of the estimated undiscounted future cash flows attributable to these assets is less than the carrying value. If less, we recognize an impairment loss based on the excess of the carrying amount of the definite-lived asset over its respective fair value. In estimating the fair value, we are required to make a number of assumptions including assumptions related to projections of future cash flows, estimated growth and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could result in impairment in future periods. No indicators were identified during any of the years 2013, 2012 and 2011 requiring testing of our definite-lived assets for impairment.

Income Taxes

We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review deferred tax assets by jurisdiction to assess their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate, which could materially impact the results of operations. During 2013, a $66 million increase in the valuation allowance was recognized within the provision for income taxes in the consolidated statement of operations.

We operate in numerous countries where our income tax returns are subject to audit and adjustment by local tax authorities. As we operate globally, the nature of the uncertain tax positions is often very complex and subject to change and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks, including changes in foreign currency exchange rates and interest rates. Our exposure to market risks is managed through the use of financial instruments when considered appropriate. We use interest rate caps, foreign currency forward contracts and foreign currency options to manage and reduce interest rate and foreign currency exchange rate risk associated with our euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

We are exclusively an end user of these financial instruments, which are commonly referred to as derivatives. We do not engage in trading, market making or other speculative activities in the derivatives markets. We manage our exposure to counterparty credit risk related to our use of derivatives through minimum credit standards and diversification of counterparties. Our counterparties are substantial investment and commercial banks with significant experience in providing such derivative financial instruments. More detailed information about these derivative financial instruments is provided in Note 11 — Financial Instruments to the consolidated financial statements.

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. There are certain limitations inherent in this sensitivity analyses as our overall market risk is influenced by a wide variety of factors, including the volatility present within markets and the liquidity of markets. These “shock tests” are constrained by several factors, including the necessity to conduct analysis based on a single point in time and the inability to include complex market reactions normally arising from the market shifts modeled.

Interest Rate Risk

Our primary interest rate exposure as of December 31, 2013 was due to interest rate fluctuations in the United States and Europe, specifically the impact of USLIBOR and EURIBOR interest rates on our variable rate borrowings. We anticipate such interest rate risk will remain a market risk exposure for the foreseeable future.

We assess our interest rate market risk utilizing a sensitivity analysis based on our interest rate derivatives and a hypothetical 100 basis point change (increase or decrease) in interest rates. We have determined, through such analysis, that the impact of a 100 basis point change in interest rates as of December 31, 2013 would not be material on our earnings.

Foreign Currency Risk

We have foreign currency exposure to exchange rate fluctuations, particularly with respect to the British pound, Euro and Australian dollar. We anticipate such foreign currency risk will remain a market risk exposure for the foreseeable future.

We assess our foreign currency market risk utilizing a sensitivity analysis based on our foreign currency derivatives and a hypothetical 10% change (increase or decrease) in the value of underlying currencies being hedged, against the US dollar as of December 31, 2013.

We have determined, through the sensitivity analysis, the impact of a 10% increase in foreign currency exchange rate with respect to the British Pound, Euro and Australian dollar would result in a gain of approximately $1 million on our consolidated statements of operations, while a 10% decrease in foreign currency exchange rate with respect to the same currencies would result in a gain of $4 million on our consolidated statements of operations.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and Financial Statement Index commencing on Page F-1 hereof.

The consolidated financial statements and related footnotes of Travelport’s non-controlled affiliate, Orbitz Worldwide, Inc., are included as Exhibit 99 to this Form 10-K and are hereby incorporated by reference herein from the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by Orbitz Worldwide, Inc. with the SEC on March 6, 2014. The Company is required to include the Orbitz Worldwide financial statements in its Form 10-K due to Orbitz Worldwide meeting certain tests of significance under SEC Rule S-X 3-09. The management of Orbitz Worldwide is solely responsible for the form and content of the Orbitz Worldwide financial statements.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

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 our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act) for the year ended December 31, 2013. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (1992 Framework). Based on this assessment, our management believes that, as of December 31, 2013, our internal control over financial reporting is effective.

(c) Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the Company’s fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER

INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers, Directors and Other Key Officers

The following table sets forth information about our executive officers and directors:


Name	Age		Position
Gordon A. Wilson		47	President and Chief Executive Officer; Director
Eric J. Bock		48	Executive Vice President, Chief Legal Officer and Chief Administrative Officer
Philip Emery		50	Executive Vice President and Chief Financial Officer
Kurt Ekert		43	Executive Vice President and Chief Commercial Officer
Mark Ryan		54	Executive Vice President and Chief Information Officer
Douglas M. Steenland		62	Chairman of the Board of Directors
Gavin R. Baiera		38	Director
Greg Blank		33	Director
Scott McCarty		40	Director

The following table sets forth information about our other key officers:

Gordon A. Wilson. Mr. Wilson has served as our President and Chief Executive Officer, as well as a member of our Board of Directors, since June 2011. Mr. Wilson has served as a member of our Executive Committee since May 2013. Mr. Wilson served as our Deputy Chief Executive Officer from November 2009 until June 2011 and as President and Chief Executive Officer of Travelport’s GDS business (which includes the Airline IT Solutions business) since January 2007. Mr. Wilson has 22 years of experience in the electronic travel distribution and airline IT industry. Prior to the acquisition of Worldspan, Mr. Wilson served as President and Chief Executive Officer of Galileo. Mr. Wilson was Chief Executive Officer of B2B International Markets for Cendant’s Travel Distribution Services Division from July 2005 to August 2006 and for Travelport’s B2B International Markets from August 2006 to December 2006, as well as Executive Vice President of International Markets from 2003 to 2005. From 2002 to April 2003, Mr. Wilson was Managing Director of Galileo EMEA and Asia Pacific. From 2000 to 2002, Mr. Wilson was Vice President of Galileo EMEA. Mr. Wilson also served as Vice President of Global Customer Delivery based in Denver, Colorado, General Manager of Galileo Southern Africa based in Johannesburg, General Manager of Galileo Portugal and Spain based in Lisbon, and General Manager of Airline Sales and Marketing based in the United Kingdom. Prior to joining Galileo International in 1991, Mr. Wilson held a number of positions in the European airline and chemical industries.

Eric J. Bock. Mr. Bock has served as our Executive Vice President, Chief Legal Officer and Chief Compliance Officer since August 2006 and as our Chief Administrative Officer since January 2009. Mr. Bock served as our Corporate Secretary from August 2006 to January 2009. In addition, Mr. Bock oversees our legal, government relations, communications, compliance, corporate social responsibility and philanthropic programs and corporate secretarial functions. In addition, Mr. Bock serves as the Treasurer of the TravelportPAC Governing Committee. Mr. Bock also serves on the Board of Directors of numerous subsidiaries of Travelport, as well as Travelport’s Employee Benefits and Charitable Contribution Committees. Mr. Bock is a member of the Board of Directors of eNett. From May 2002 to August 2006, Mr. Bock was Executive Vice President, Law, and Corporate Secretary of Cendant where he oversaw legal groups in multiple functions, including corporate matters, finance, mergers and acquisitions, corporate secretarial and governance, as well as the Travelport legal function since its inception in 2001. From July 1997 until December 1999, Mr. Bock served as Vice President,

Legal, and Assistant Secretary of Cendant and was promoted to Senior Vice President in January 2000 and Corporate Secretary in May 2000. Prior to this, Mr. Bock was an associate in the corporate group at Skadden, Arps, Slate, Meagher & Flom LLP in New York.

Philip Emery. Mr. Emery has served as our Executive Vice President and Chief Financial Officer since October 2009 and is responsible for all aspects of finance and accounting, decision support and financial planning and analysis globally. Prior to this role, Mr. Emery had served as Chief Financial Officer of Travelport’s GDS division since September 2006. Mr. Emery is a member of the Board of Directors of eNett. Before joining Travelport, from January 2006 to September 2006, Mr. Emery was an Entrepreneur in Residence with Warburg Pincus. Between 2002 and 2005, Mr. Emery was Chief Financial Officer of Radianz, a global extranet for the financial services industry, based in New York, which was sold to British Telecom in 2005. Prior to that, Mr. Emery worked in a number of global and European strategic planning and financial roles for London Stock Exchange and NASDAQ-listed companies, such as Rexam plc and 3Com Inc., holding roles such as International Finance Director and Controller and Operations Director.

Kurt Ekert. Mr. Ekert is our Executive Vice President and Chief Commercial Officer with global responsibility for sales, customer engagement, marketing, product, pricing, supplier services/content and operations across over 170 countries. Prior to this role, Mr. Ekert was Chief Operating Officer of the Company’s former GTA business, where Mr. Ekert led GTA’s commercial and operating functions, as well as all elements of its online consumer business. Before joining GTA, Mr. Ekert was Senior Vice President, Travelport Supplier Services. Also at Travelport, Mr. Ekert has held the positions of Group Vice President, Strategy and Business Development and Chief Operating Officer, Travelport/Orbitz for Business. Prior to joining Travelport, Mr. Ekert’s experience in the travel industry included a number of senior finance roles at Continental Airlines. Mr. Ekert serves as a director of Passur Aerospace, Inc.

Mark Ryan. Mr. Ryan is our Executive Vice President and Chief Information Officer with global responsibility for formulating and executing Travelport’s technology strategy, including software solutions, applications development and IT operations. Mr. Ryan also serves on the Board of Directors of IGT Solutions Private Limited, a joint venture majority owned by Travelport. Prior to joining Travelport, Mr. Ryan was Senior Vice President and Chief Information Officer of Atlanta-based Matria Healthcare. Prior to joining Matria Healthcare in 2005, Mr. Ryan was Chief Technology Officer and a director of Vodafone Global Content Services. From 1999 to 2001, Mr. Ryan was Chief Technology Officer at Weather.com/The Weather Channel. Mr. Ryan also has served as Chief Technology Officer of eBay. Prior to joining eBay, Mr. Ryan spent eighteen years with IBM and was an executive-on-loan to the 1996 Atlanta Olympic Games in the role of chief integration architect.

Douglas M. Steenland. Mr. Steenland has served as our Chairman since May 2013 and as a member of our Compensation Committee since August 2011. Mr. Steenland served as Chairman of our Executive Committee from May 2013 until March 2014 and as a member of our Audit Committee from August 2011 until March 2014. Mr. Steenland served as our Vice Chairman from August 2011 until May 2013. Mr. Steenland is Chairman of the Board of Performance Food Group Inc. and holds a portfolio of board directorships, including American International Group, Inc., a New York Stock Exchange company, and its wholly owned subsidiary, International Lease Finance Corporation, Chrysler Group LLC, Digital River, Inc., a Nasdaq company, RGIS, Inc. and Hilton Worldwide Inc. Mr. Steenland previously held numerous executive roles during seventeen years with Northwest Airlines Corporation, most latterly as President and Chief Executive Officer, from October 2004 until its merger with Delta Air Lines in October 2008. In the past ten years, Mr. Steenland has also served as a director of Northwest Airlines Corporation and Delta Air Lines, Inc. Mr. Steenland was President and Chief Executive Officer of Northwest Airlines Corporation when it filed for Chapter 11 bankruptcy in 2005.

Gavin R. Baiera. Mr. Baiera has served as a member of our Board of Directors, as a member of our Audit Committee and Compensation Committee since October 2011 and as a member of our Executive Committee since May 2013. Mr. Baiera is a Managing Director at Angelo, Gordon & Co., L.P., a privately-held registered investment advisor currently managing approximately $23 billion. Prior to joining Angelo Gordon, Mr. Baiera was co-head of the Strategic Finance Group at Morgan Stanley which was responsible for all origination, underwriting and distribution of restructuring transactions. Prior to joining Morgan Stanley in 2005, Mr. Baiera

was a Vice President and General Electric Capital Corporation concentrating on underwriting and investing in restructuring transactions. Mr. Baiera began his career at General Electric Capital Corporation in their financial management program. Mr. Baiera serves on the Board of Directors of American Media, Inc.

Greg Blank. Mr. Blank has served as a member of our Board of Directors and a member of our Audit Committee and Compensation Committee since May 2013. Mr. Blank has served as Chairman of our Audit Committee since January 2014. Mr. Blank is a Principal in the Corporate Private Equity Group of The Blackstone Group, where he focuses primarily on investments in the Technology, Media and Telecommunications and Industrials sectors. Since joining Blackstone in 2009, Mr. Blank has been involved in the evaluation and execution of private equity transactions in a variety of industries and across geographies, including in the United States, Germany, Asia, and Australia/New Zealand. Prior to joining Blackstone, Mr. Blank was an Associate at Texas Pacific Group (TPG) in San Francisco, where he was involved in the evaluation and execution of private equity transactions. Prior to that, Mr. Blank worked in investment banking at Goldman, Sachs & Co. focused on Technology, Media and Telecommunications clients. Mr. Blank received an AB in Economics from Harvard College, where he graduated magna cum laude and was elected to Phi Beta Kappa. Mr. Blank also earned an MBA with High Distinction from the Harvard Business School, where he graduated as a Baker Scholar. Mr. Blank serves on the Boards of Directors of The Weather Channel and Antares Restaurant Group.

Scott McCarty . Mr. McCarty has served as a member of our Board of Directors and a member of our Audit Committee, Compensation Committee and Executive Committee since May 2013. Mr. McCarty is a partner of Q Investments and has been with Q Investments since 2002. Prior to his current position as manager of the venture capital, private equity, and distressed investment groups, he was a portfolio manager. Before joining Q Investments, Mr. McCarty was a captain in the United States Army and worked in the office of U.S. Senator Kay Bailey Hutchison. Mr. McCarty graduated with a BS from the United States Military Academy at West Point, where he was a Distinguished Cadet and recipient of the General Lee Donne Olvey Award, and earned an MBA from Harvard Business School.

Terence P. Conley. Mr. Conley has served as our Executive Vice President, Capability and Performance since January 2013. Mr. Conley was formerly a Special Advisor and Travelport’s Executive Vice President of Integration. He played an integral role in the acquisition of Worldspan and led the integration of Worldspan into Travelport GDS. Prior to this role, Mr. Conley was Travelport’s Chief Administrative Officer, responsible for communications, corporate IT, real estate and contact centers. Formerly, Mr. Conley was Executive Vice President of Human Resources and Corporate Services for Cendant Corporation, where he oversaw global HR, facilities management, corporate real estate, events marketing and security functions throughout the enterprise. Prior to joining Cendant, Mr. Conley spent nearly 10 years with the PepsiCo organization, with HR leadership assignments in corporate and all their subsidiaries. His last position with this organization was Vice President of Human Resources at The Pepsi-Cola Company. In this role, Mr. Conley culminated his career by leading the HR aspects of the formation of independent bottling entities as a result of the break-up of the Pepsi-Cola sales and distribution organization. Prior to this role, Mr. Conley was Director of Human Resources with PepsiCo’s Frito Lay division, Director of Human Resources for PepsiCo Corporate and Director of Human Resources with PepsiCo’s KFC unit. Previously, Mr. Conley served in various HR capacities with RH Macy & Company.

Bryan Conway. Mr. Conway has served as our Senior Vice President and Chief Marketing Officer since November 2012. As our Chief Marketing Officer, Mr. Conway has overall responsibility for the definition, lifecycle management and marketing of our products and services to all customer groups. Mr. Conway also oversees market strategy and research, and marketing communications globally. Mr. Conway has performed a wide range of commercial roles in the 25 years he has been with Travelport and its predecessors. Immediately prior to his current appointment as Chief Marketing Officer, Mr. Conway was Global Head of Commercial Operations & Supplier Services for Travelport GDS. Previous positions include Managing Director Europe, Middle East & Africa; Vice President, Airline Services for the same region; and General Manager for Galileo Southern Africa. Mr. Conway moved to Johannesburg from Hong Kong, where he helped establish Galileo’s current presence in Asia, building a network of distributors in the region. Previously, he had undertaken a similar task in Europe and then in Latin America. Mr. Conway joined Galileo International as a Marketing Manager in 1988.

Christopher Roberts. Mr. Roberts has been our Group Vice President, Corporate Strategy and Development since January 2014. In this role, Mr. Roberts assists in the development of our corporate strategy, including mergers and acquisitions activities, strategic alliances and the development of new business initiatives. Mr. Roberts has extensive executive management experience in a range of high-profile, technology-led companies, including Hewlett Packard, Vodafone and Regus Group Services. From August 2010 until December 2013, Mr. Roberts was an executive of Regus Group Services, including the roles of Global Director – New Business Commercialization and Global Product Director – Office, Campus and Services. From September 2006 until August 2010, Mr. Roberts was an executive of British Telecommunications Alliance for Hewlett Packard UK. From January 2005 through August 2006, Mr. Roberts served as Head of Global Service Platforms, One Vodafone, of Vodafone Group Services Limited, and prior to this, from June 2003 until January 2005, as Head of Programme Management for Vodafone Group Technology – Global Service Development.

Each Director is elected annually and serves until the next annual meeting of stockholders or until his successor is duly elected and qualified.

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships between our Directors and executive officers.

Compensation Committee Interlocks and Insider Participation

As a privately-held company, we are not required to have independent directors on our Board of Directors.

Board Composition

Committees of the Board

Our Board of Directors has an audit committee and a compensation committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary and advisable. None of the Directors on these committees are independent directors.

Audit Committee

Our Audit Committee is comprised of Messrs. Blank, Baiera and McCarty. Mr. Blank is the Chairman of the Audit Committee. The Audit Committee is responsible for assisting our Board of Directors with its oversight responsibilities regarding: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our independent registered public accounting firm’s qualifications and independence; and (iv) the performance of our internal audit function and independent registered public accounting firm.

As we do not have publicly traded equity outstanding, we are not required to have an audit committee financial expert. Accordingly, our Board of Directors has not made a determination as to whether it has an audit committee financial expert.

Compensation Committee

Our Compensation Committee is comprised of Messrs. Steenland, Baiera, Blank and McCarty. Mr. Steenland is the Chairman of the Compensation Committee. The Compensation Committee is responsible for determining executive base compensation and incentive compensation and approving the terms of grants pursuant to our equity incentive program.

Code of Business Conduct

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics can be accessed on our website at www.travelport.com . The purpose of our code is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers and Directors.

Limitations of Liability and Indemnification Matters

Our corporate bye-laws provide that, to the fullest extent permitted by law, every current and former Director, officer or other legal representative of our company shall be entitled to be indemnified by our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, but not limited to, an action by or in the right of the company to procure a judgment in its favor, by reason of the fact that such person is or was a director or officer of the company, or is or was serving in any capacity at the request of the company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Persons who are not our Directors or officers may be similarly indemnified in respect of service to the company or to any other entity at the request of the company to the extent our Board of Directors at any time specifies that such persons are entitled to indemnification.

In addition, we and one or more of our affiliates have entered into agreements that indemnify our Directors, executive officers and certain other employees. Such agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our Directors and executive officers.

As of the date of this Annual Report on Form 10-K, we are not aware of any pending litigation or proceeding involving any Director, officer, employee or agent of our company where indemnification will be required or permitted. Nor are we aware of any threatened litigation or proceeding that might result in a claim for indemnification.

ITEM 11. EXECUTIVE

COMPENSATION

Compensation Discussion and Analysis

Introduction

Our executive compensation plans are designed to attract and retain talented individuals and to link the compensation of those individuals to our performance.

We have, from time to time, used market data provided by Pay Governance, Towers Watson, and New Bridge Street Consultants (an Aon Hewitt company) to obtain comparative information about the levels and forms of compensation that companies of comparable size to us award to executives in comparable positions. We use this data to confirm that our executive compensation program is competitive and that the compensation we award to our senior executives is competitive with that awarded to senior executives in similar positions at similarly-sized companies. Our market comparison information is generally based upon S&P 500 and FTSE 250 and 350 survey data. We also use compensation data on competitive companies to the extent that it is available.

The Compensation Committee of our Board of Directors is comprised of Messrs. Steenland (chair), Baiera, Blank, and McCarty. The purpose of the Compensation Committee is to, among other things, determine executive compensation and approve the terms of our equity incentive plans.

Compensation of Our Named Executive Officers

Our Named Executive Officers for the fiscal year ended December 31, 2013 are Gordon Wilson, our President and Chief Executive Officer; Eric J. Bock, our Executive Vice President, Chief Legal Officer and Chief Administrative Officer; Philip Emery, our Executive Vice President and Chief Financial Officer; Kurt Ekert, our Executive Vice President and Chief Commercial Officer; and Mark Ryan, our Executive Vice President and Chief Information Officer.

Executive Compensation Objectives and Philosophy

Our primary executive compensation objective is to attract and retain top talent from within the highly competitive global marketplace so as to maximize shareholder value. We seek to recruit and retain individuals who have demonstrated a high level of expertise and experience and who are leaders in our unique, technology-based industry. Our highly competitive compensation program is composed of four principal components:

•

salary;

•

annual incentive compensation (bonus awards);

•

long-term incentive compensation (generally in the form of restricted share units); and

•

comprehensive employee benefits and limited executive perquisites.

Our executive compensation strategy uses cash compensation and perquisites to attract and retain talent, and our variable cash and long-term incentives aim to ensure a performance-based delivery of pay that aligns, as much as possible, our Named Executive Officers’ rewards with our shareholders’ interests and takes into account competitive factors and the need to attract and retain talented individuals. We use a balance of performance and time-based targets aligned to our strategic objectives. We also consider individual circumstances related to each executive’s retention.

Salary. Base salaries for our Named Executive Officers reflect each executive’s level of experience, responsibilities and expected future contributions to our success, as well as market competitiveness. Base salaries are specified in each officer’s employment agreement, which dictates the individual’s base salary for so long as the agreement specifies, as described more fully below under “— Employment Agreements.” We review base salaries annually based upon, among other factors, individual and company performance and the competitive environment in our industry in determining whether salary adjustments are warranted.

Bonuses. We pay several different types of bonuses:

•

Discretionary Bonus. Discretionary bonuses can take the form of signing, sale, transaction and other discretionary bonuses, as determined by the Compensation Committee of our Board of Directors. We paid discretionary bonuses to our Named Executive Officers in 2013, as described under “— Summary Compensation Table” below, and we may elect to pay these types of bonuses again from time to time in the future.

•

Annual Incentive Compensation (Bonus). We have developed an annual bonus program to align executives’ goals with our objectives for the applicable year. The target bonus payment for each of our Named Executive Officers is specified in each Named Executive Officer’s employment agreement or related documentation and ranges from 100% to 150% of each Named Executive Officer’s base salary. As receipt of these bonuses is subject to the attainment of financial performance criteria, they may be paid, to the extent earned or not earned, at, below, or above target levels. The bonuses paid for 2013 are set forth in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column. Bonuses for 2014 will be paid on an annual basis and will be based upon the achievement of Adjusted EBITDA and revenue targets established by our Board of Directors. For 2014, our Named Executive Officers will have a maximum potential award of twice their target bonus.

•

Retention . In certain circumstances, we provide additional incentives in order to ensure retention of key executives.

Long-Term Incentive Compensation. The principal goal of our long-term incentive plans is to align the interests of our executives and our shareholders, and to retain and motivate our key executives.

•

Stock Partnership in TDS Investor (Cayman) L.P. We have provided long-term incentives through our TDS Investor (Cayman) L.P. equity incentive plan. Under the terms of the plan, we granted equity incentive awards in the form of Class A-2 Interests and/or restricted equity units (“REUs”) of TDS Investor (Cayman) L.P. (“TDS”), a limited partnership that, prior to our comprehensive refinancing in April 2013, was our majority parent, to officers, employees, non-employee directors or consultants. Each Class A-2 Interest represents an interest in a limited partnership and has economic characteristics that are

similar to those of shares of common stock in a corporation. On May 8, 2013, we issued additional Class A-2 Interests to our Named Executive Officers that vested immediately. As set forth in footnote 16, “Equity-Based Compensation” to the consolidated financial statements included in this 10-K, there are no REUs or Class A-2 Interests available for grant, and therefore we do not expect to make future grants of Class A-2 Interests.

•

Stock Ownership in Travelport Worldwide Limited . We provide long-term incentives through our Travelport Worldwide Limited (“TWW”) equity incentive plans, the 2013 version of which is described further below under “— Our Equity Incentive Plans.” Under the terms of the 2013 plan, we may grant equity incentive awards in the form of shares, options and/or restricted share units (“RSUs”) in TWW, which one of our parent companies, to officers, employees, non-employee directors or consultants. Each share represents a common share of stock in TWW. Each TWW RSU entitles its holder to receive one share at a future date, subject to certain vesting conditions. In 2013, we awarded performance-based and time –based restricted share units in TWW (“PRSUs” and “TRSUs”, respectively) to our Named Executive Officers, as described in more detail below, and referred to as the “2013 LTIP”.

•

2012 Executive Long-Term Incentive Plan. We provide cash long-term incentives through our Travelport 2012 Executive Long-Term Incentive Plan (the “2012 LTIP”). Under the terms of the 2012 LTIP, we granted cash-based awards to our Named Executive Officers that will be paid based on continued employment and our achievement of certain performance targets. One quarter of the award was eligible to be paid in March 2013 (based on Company performance, 95.3% of that amount was earned and paid), and the remainder is eligible to be paid in March 2014 (based on Company performance, 85% of the second quarter will be paid, and 100% of the final half that is time-based will be paid), with earlier “good leavers” eligible for pro-rata payment.

•

2013 Long-Term Management Incentive Program . In order to retain our key executives, we provide long-term incentives through our 2013 Long-Term Management Incentive Program (the “2013 LTMIP”). Under the terms of this program, we granted awards to our Named Executive Officers that were and will be paid based on continued employment and subject to compliance under the covenants in our debt agreements. The awards under this program vest semi-annually over three years (2013-2015), with 12.5% of the award eligible for vesting in each of the first four semi-annual vesting dates and 25% eligible for vesting in each of the last two semi-annual vesting dates. Following a change in control, earlier “good leavers” are eligible for monthly vesting for the period of service plus 18 months.

Pension and Non-Qualified Deferred Compensation. None of our Named Executive Officers receives benefits under a defined benefit pension plan. We do, however, provide for limited deferred compensation arrangements for US executives.

All Other Compensation. We have a limited program granting perquisites and other benefits to our executive officers.

Employment Agreements. We have entered into employment agreements with our Named Executive Officers. In 2013, this included a letter agreement with Mr. Ekert with respect to certain terms and conditions of his employment. These agreements are described more fully below under “— Employment Agreements” and “— Potential Payments Upon Termination of Employment or Change in Control.”

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management, and based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Compensation Committee

Douglas M. Steenland

Gavin R. Baiera

Greg Blank

Scott McCarty

Summary Compensation Table

The following table contains compensation information for our Named Executive Officers for the fiscal year ended December 31, 2013.


Name and Principal Position	Year		Salary ($)		Bonus ⁽¹⁾ ($)		Stock Awards ⁽²⁾ ($)		Non-Equity Incentive Plan Compensation ⁽³⁾ ($)		All Other Compensation ⁽⁴⁾ ($)			Total ($)
Gordon Wilson,		2013		910,910		149,407		4,195,508		2,609,009		210,983	⁽⁶⁾		8,075,817
President, Chief Executive Officer and Director ⁽⁵⁾		2012		894,025		77,372		0		1,847,495		258,809			3,077,071
President, Chief Executive Officer and Director ⁽⁵⁾		2011		822,590		87,865		1,227,925		2,532,571		181,966			4,852,916
Eric J. Bock,		2013		600,000		61,864		1,991,353		1,156,250		80,350	⁽⁷⁾		3,889,817
Executive Vice President, Chief Legal Officer and Chief Administrative Officer		2012		600,000		534,360		0		839,125		164,029			2,137,513
		2011		600,003		2,389,149		496,220		1,156,204		309,658			4,951,234
Philip Emery,		2013		579,670		49,935		2,075,267		1,147,978		142,201	⁽⁸⁾		3,995,051
Executive Vice President and Chief Financial Officer ⁽⁵⁾		2012		568,925		26,277		0		801,835		146,121			1,543,158
Executive Vice President and Chief Financial Officer ⁽⁵⁾		2011		443,033		181,596		334,684		819,785		118,988			1,898,085
Kurt Ekert,		2013		550,000		26,786		1,946,368		1,131,250		76,681	⁽⁹⁾		3,731,085
Executive Vice President and Chief Commercial Officer		2012		424,231		15,092		0		629,125		65,456			1,133,904
Executive Vice President and Chief Commercial Officer		2011		400,000		16,822		186,943		600,000		61,408			1,265,172
Mark Ryan,
Executive Vice President and Chief Information Officer		2013		400,000		23,953		1,145,266		831,250		62,556	⁽¹⁰⁾		2,463,026
Executive Vice President and Chief Information Officer		2012		390,000		9,154		0		569,125		36,252			1,004,530

(1)

Amounts included in this column reflect (a) discretionary payments to each of our Named Executive Officers in March 2013, April 2012 and April 2011, (b) payments to Mr. Bock in the form of sale/transaction bonuses in May 2011 and October 2011 and quarterly retention payments in each quarter of 2012, and (c) a transaction bonus paid to Mr. Emery in June 2011. The amounts in this column do not include, however, any amounts paid as annual incentive compensation (bonus), under the 2012 LTIP or the 2013 LTMIP, which are reported separately in the column entitled “Non-Equity Incentive Plan Compensation”.

(2)

Amounts included in this column reflect the grant date fair value computed in accordance with FASB ASC 718 Compensation — Stock Compensation (“FASB ASC 718”) for restricted equity units (“REUs”) with service and performance-based vesting conditions; share bonus awards that vested immediately; awards of Class A-2 Interests; and restricted share units (“RSUs”) with service and performance-based vesting conditions, granted in the relevant year. As a result, the amounts included in this column do not cover the portion of awards for which the performance goals have not yet been established and communicated. The corresponding maximum grant date fair value for the awards for the applicable year are as follows: for Mr. Wilson: $1,227,925 for 2011, $0 for 2012, and $4,195,508 for 2013; for Mr. Bock: $496,220 for 2011,$0 for 2012, and $1,991,353 for 2013; for Mr. Emery: $334,684 for 2011, $0 for 2012, and $2,075,267 for 2013; for Mr. Ekert: $186,943 for 2011, $0 for 2012, and $1,946,368 for 2013; and for Mr. Ryan: $0 for 2012 and $1,145,266 for 2013. Related fair values consider the right to receive dividends

in respect of such equity awards, and, accordingly, dividends paid are not separately reported in this table. Assumptions used in the calculation of these amounts are included in footnote 16, “Equity-Based Compensation,” to the consolidated financial statements included in this Form 10-K.

(3)

Amounts included in this column include amounts paid as annual incentive compensation under our performance-based bonus plan, the performance and time-based amounts paid under the 2012 LTIP, and the 2013 LTMIP. For Messrs. Wilson and Emery, amounts paid and payable under the 2012 LTIP and 2013 LTMIP are expressed in US dollars as the awards were made in US dollars, but those amounts have been and will be converted into British pounds based on the exchange rate at the time the payments are made.

(4)	As detailed in footnote 2 above, the right to receive dividends in respect of equity awards is included in the FASB ASC 718 value and, thus, any dividends paid to our Named Executive Officers are not included in All Other Compensation.

(5)

All amounts expressed for Messrs. Wilson and Emery (with the exception of equity awards) were paid in British pounds and have been converted to US dollars at the applicable exchange rate for December 31 of the applicable year, i.e. 1.6562 US dollars to 1 British Pound as of December 31, 2013, 1.6255 US dollars to 1 British pound as of December 31, 2012, and 1.5545 US dollars to 1 British pound as of December 31, 2011.

(6)	Includes company matching pension contributions of $82,802, supplemental cash allowance in lieu of pension contributions of $53,827, travel allowance of $8,281, cash car allowance of $52,998, financial planning benefits of $2,484, and tax assistance of $10,591.

(7)

Includes company matching 401(k) contributions of $15,300, car allowance benefits of $15,250, financial planning/tax preparation benefits of $15,950, tax assistance on such car allowance and financial planning/tax preparation benefits of $27,138, payment of employee FICA on vesting of equity of $3,559 and tax assistance on such FICA of $3,153.

(8)	Includes company matching pension contributions of $82,777, supplemental cash allowance in lieu of pension contributions of $4,141, travel allowance of $8,281, car allowance benefits of $25,340, financial planning benefits of $1,656 and commuting benefits of $20,006.

(9)

Includes company matching 401(k) contributions of $15,300, car allowance benefits of $17,616, financial planning/tax preparation benefits of $14,160, tax assistance on such car allowance and financial planning/tax preparation benefits of $27,048, payment of employee FICA on vesting of equity of $1,349 and tax assistance on such FICA of $1,208.

(10)

Includes company matching 401(k) contributions of $15,300, car allowance benefits of $16,140, financial planning/tax preparation benefits of $10,411, tax assistance on such car allowance and financial planning/tax preparation benefits of $17,184, payment of employee FICA on vesting of equity of $1,995 and tax assistance on such FICA of $1,527.

Grants of Plan-Based Awards During 2013


				Estimated Potential Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Future Payouts Under Equity Plan Awards				All Other Stock Awards: Number of Shares of Stock Units (#)		Grant Date Fair Value of Stock and Option Awards ($) ⁽³⁾
Name	Type of Award	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#) ⁽²⁾
Gordon Wilson,	Non-Equity Incentive Plan			$	500,000	$	2,616,365	$	3,982,730
President, Chief Executive Officer	TDS A-2s		5/8/2013												3,600,000		216,000
and Director	TWW TRSUs		5/22/2013												10,400,000		3,848,000
	TWW PRSUs		5/22/2013								2,600,000		5,200,000

Eric J. Bock,	Non-Equity Incentive Plan			$	200,000	$	1,175,000	$	1,775,000
Executive Vice President, Chief	TDS A-2s		5/8/2013												1,575,000		94,500
Legal Officer and Chief	TWW TRSUs		5/22/2013												4,900,000		1,813,000
Administrative Officer	TWW PRSUs		5/22/2013								1,225,000		2,450,000

Philip Emery,	Non-Equity Incentive Plan			$	200,000	$	1,154,670	$	1,734,340
Executive Vice President and	TDS A-2s		5/8/2013												1,083,000		64,980
Chief Financial Officer	TWW TRSUs		5/22/2013												4,900,000		1,813,000
	TWW PRSUs		5/22/2013								1,225,000		2,450,000

Kurt Ekert,	Non-Equity Incentive Plan			$	225,000	$	1,150,000	$	1,700,000
Executive Vice President and	TDS A-2s		5/8/2013												622,000		37,320
Chief Commercial Officer	TWW TRSUs		5/22/2013												4,900,000		1,813,000
	TWW PRSUs		5/22/2013								1,225,000		2,450,000

Mark Ryan,	Non-Equity Incentive Plan			$	175,000	$	950,000	$	1,350,000
Executive Vice President and	TDS A-2s		5/8/2013												366,000		21,960
Chief Information Officer	TWW TRSUs		5/22/2013												2,666,667		986,667
	TWW PRSUs		5/22/2013								666,667		1,333,333

(1)	As noted in footnote 3 to the Summary Compensation Table above, these amounts reflect our 2013 annual performance-based bonus plan, the 2012 LTIP and the 2013 LTMIP.

(2)	For the PRSUs that were granted under the 2013 LTIP, in the event that target is achieved, all of the PRSUs will vest.

(3)	These amounts reflect maximum grant date value of the award computed in accordance with FASB ASC 718. See footnote 2 to the Summary Compensation Table above.

Employment Agreements

We have employment agreements with each of our Named Executive Officers, which supersede all prior understandings regarding their employment. We have also granted our Named Executive Officers equity-based awards in TDS and TWW. The severance arrangements for our Named Executive Officers are described below under “— Potential Payments Upon Termination of Employment or Change in Control.”

Gordon Wilson, President and Chief Executive Officer

Compensation, Term. Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a service agreement with Gordon Wilson on May 31, 2011 (as amended on November 7, 2012) in connection Mr. Wilson’s assumption of the role of President and Chief Executive Officer. The service agreement continues until it is terminated by either party giving to the other at least twelve months’ prior written notice. If full notice is not given, we will pay salary and benefits in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Wilson is eligible for a target annual bonus of 150% of his base salary. Mr. Wilson’s current base salary is £550,000.

Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Compensation, Term. The employment agreement for Eric Bock, as amended on May 27, 2011, has a one-year initial term commencing September 26, 2009. It provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Bock is eligible for a target annual bonus of 100% of his base salary. Mr. Bock’s current base salary is $600,000.

Philip Emery, Executive Vice President and Chief Financial Officer

Compensation, Term. Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a contract of employment with Mr. Emery effective October 1, 2009, as amended on March 28, 2011 and November 24, 2011. Mr. Emery’s employment agreement with us continues until it is terminated by either party giving to the other at least 12 months’ prior written notice. If full notice is not given, we will pay salary (and in certain circumstances following a change in control, target bonus) in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Emery is eligible for a target annual bonus of 100% of his base salary. Mr. Emery’s current base salary is £350,000.

Kurt Ekert, Executive Vice President and Chief Commercial Officer

Compensation, Term. Travelport, LP, our wholly-owned, indirect subsidiary, entered into an employment agreement with Kurt Ekert, as amended on November 23, 2011 and March 6, 2013, that has a one-year initial term commencing October 21, 2011. It provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Ekert is eligible for a target annual bonus of 100% of his base salary. Mr. Ekert’s current base salary is $550,000.

Mark Ryan, Executive Vice President and Chief Information Officer

Compensation, Term. Travelport, LP, our wholly-owned, indirect subsidiary, entered into an employment agreement with Mark Ryan, as amended on December 3, 2012, that has a one-year initial term commencing December 16, 2011. It provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Ryan is eligible for a target annual bonus of 100% of his annual base salary. Mr. Ryan’s current base salary is $400,000.

Effective March 10, 2014, Mr. Ryan will be an advisor to the Company until April 18, 2014. Pursuant to such separation, Mr. Ryan will receive severance pay and benefits as set forth in his employment agreement, as well as vesting on the next semi-annual vesting date under the 2013 LTMIP. A copy of Mr. Ryan’s separation agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2014.

Restrictive Covenants

As a result of the restrictive covenants contained in their employment agreements and/or equity award agreements, each of the Named Executive Officers has agreed not to disclose, or retain and use for his or her own benefit or benefit of another person our confidential information. Each Named Executive Officer has also agreed not to directly or indirectly compete with us, not to solicit our employees or clients, engage in, or directly or indirectly manage, operate, or control or join our competitors, or compete with us or interfere with our business or use his or her status with us to obtain goods or services that would not be available in the absence of such a relationship to us. Each equity award agreement during their service as an executive officer provides that these restrictions are in place for two years after the termination of employment. In the case of Messrs. Bock, Ekert and Ryan, these restrictions in their employment agreements are effective for a period of two years after employment with us has been terminated for any reason. In the case of Messrs. Wilson and Emery, the restrictions contained in their employment agreements are effective for a period of 12 months following the termination of their employment. Should we exercise our right to place Messrs. Wilson or Emery on “garden leave,” the period of time that they are on such leave will be subtracted from and thereby reduce the length of time that they are subject to these restrictive covenants in their employment agreement.

In addition, each of the Named Executive Officers has agreed to grant us a perpetual, non-exclusive, royalty-free, worldwide, and assignable and sub-licensable license over all intellectual property rights that result from their work while employed with us.

Our Equity Incentive Plan

TDS Investor (Cayman) L.P.

Under the terms of the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended and/or restated, we may grant equity incentive awards in the form of Class A-2 Interests or REUs to our current or prospective officers, employees, non-employee directors or consultants. Class A-2 Interests are interests in a limited partnership and have economic characteristics that are similar to those of shares of common stock in a corporation. As set forth above, after a grant of Class A-2 Interests in May 2013, there are no Class A-2 Interests or REUs in TDS that are eligible for grant, and therefore we do not expect to make grants under the 2006 Interest Plan in the future.

Travelport Worldwide Limited

On May 22, 2013, the Board of Directors of TWW approved a grant of RSUs under the Travelport Worldwide Limited 2013 Equity Plan to each of our Named Executive Officers. A portion of these RSUs is time-based and will vest in semi-annual installments over three years, with the first vesting on October 15, 2013. The remainder of these RSUs are eligible for vesting on April 15, 2016 based on our achievement of EBITDA, cash flow and/or other financial targets established and defined by the Board. Vesting of the time-based and performance-based RSUs are subject to each executive’s continued employment with us, subject to earlier acceleration in certain circumstances described in more detail below under “— Potential Payments Upon Termination of Employment or Change in Control.”

Outstanding Equity Awards at 2013 Fiscal-Year End


	Stock Awards
Name	Type of Award ⁽¹⁾	Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested ($) ⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) ⁽²⁾
Gordon Wilson, President, Chief Executive	2011 TWW RSUs		86,592		24,246
Officer and Director	2013 TWW TRSUs		8,666,667		2,426,667
	2013 TWW PRSUs						5,200,000		1,456,000
Eric J. Bock, Executive Vice President, Chief Legal	2011 TWW RSUs		55,233		15,465
Officer and Chief Administrative Officer	2013 TWW TRSUs		4,083,333		1,143,333
	2013 TWW PRSUs						2,450,000		686,000
Philip Emery,	2011 TWW RSUs		67,551		18,914
Executive Vice President and	2013 TWW TRSUs		4,083,333		1,143,333
Chief Financial Officer	2013 TWW PRSUs						2,450,000		686,000
Kurt Ekert,	2011 TWW RSUs		34,579		9,682
Executive Vice President and	2013 TWW TRSUs		4,083,333		1,143,333
Chief Commercial Officer	2013 TWW PRSUs						2,450,000		686,000
Mark Ryan,	2011 TWW RSUs		40,375		11,305
Executive Vice President and Chief	2013 TWW TRSUs		2,222,222		622,222
Information Officer	2013 TWW PRSUs						1,333,333		373,333

(1)	This includes all awards authorized by the Board of Director of TWW, and includes awards which have not yet been recognized for accounting purposes as being granted.

(2)	The equity underlying these awards is not publicly traded. Payout Value in this column is based upon the established values of each RSU based upon the most recently completed independent valuation of TWW as of December 31, 2013.

Option Exercises and Stock Vested in 2013


Name	Plan or Award Type	Number of Restricted Equity Units Becoming Vested During the Year ⁽¹⁾		Number of TDS Class A-2 Interests Becoming Vested During the Year		Number of TWW Shares Becoming Vested During the Year(1)		Value Realized on Vesting($)
Gordon Wilson,	2009 LTIP REUs		1,032,783						273,687
President, Chief Executive	2013 TDS A-2s				3,600,000				216,000
Officer and Director	2013 TWW TRSUs						1,733,333		485,333
Eric J. Bock,
Executive Vice President,	2009 LTIP REUs		658,530						174,510
Chief Legal Officer	2013 TDS A-2s				1,575,000				94,500
and Chief Administrative Officer	2013 TWW TRSUs						816,667		228,667
Philip Emery,	2009 LTIP REUs		413,113						109,475
Executive Vice President and	2010 LTIP REUs		509,091						48,364
Chief Financial Officer	2011 REU Awards		392,500						37,288
	2013 TDS A-2s				1,083,000				64,980
	2013 TWW TRSUs						816,667		228,667
Kurt Ekert,	2009 LTIP REUs		249,548						66,130
Executive Vice President and	2010 LTIP REUs		339,393						32,242
Chief Commercial Officer	2013 TDS A-2s				622,000				37,320
	2013 TWW TRSUs						816,667		228,667
Mark Ryan,	2009 LTIP REUs		369,120						97,817
Executive Vice President and	2010 LTIP REUs		339,393						32,242
Chief Information Officer	2012 RSU Awards						68,000		25,160
	2013 TDS A-2s				366,000				21,960
	2013 TWW TRSUs						444,445		124,445

(1)

The vesting events reflected above include the January 1, 2013 vesting of the 2012 tranche of REUs granted under the 2009 LTIP, the August 1, 2013 vesting of the 2012 tranche of REUs granted under the 2010 LTIP and separately in 2011 for Mr. Emery only (including previously unvested REUs eligible for catch-up vesting), and the October 15, 2013 vesting of 2013 TWW TRSUs. In addition, these figures include the immediate vesting of TDS Class A-2 Interests granted and accelerated vesting certain previously unvested performance-based awards of TDS REUs and TWW RSUs, both of which took place on May 8, 2013. It does not, however, include the January 1, 2014 vesting of the TWW RSU awards granted under the 2011 LTIP.

Pension Benefits in 2013

No Named Executive Officers are currently participating in a defined benefit plan sponsored by us or our subsidiaries and affiliates.

Nonqualified Deferred Compensation in 2013

All amounts disclosed in this table relate to our Travelport Officer Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows certain executives in the United States to defer a portion of their compensation until a later date (which can be during or after their employment), and to receive an employer match on their contributions. In 2013, this compensation included base salary, deal/transaction bonuses, discretionary bonuses and annual and quarterly bonuses, and the employer match was 100% of employee contributions of up to 6% of the relevant compensation amount. Each participant can elect to receive a single lump payment or annual installments over a period elected by the executive of up to 10 years.

In contrast to the Summary Compensation Table and other tables that reflect amounts paid in respect of 2013, the table below reflects deferrals and other contributions occurring in 2013 regardless of the year for which the compensation relates, i.e. the amounts below include amounts deferred in 2013 in respect of 2012 but not amounts deferred in 2014 in respect of 2013.


Name	Beginning Balance at Prior FYE (12/31/2012) ($)		Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE (12/31/2013) ($)
Gordon Wilson		—		—		—		—		—		—
President, Chief Executive Officer and Director ⁽¹⁾
Eric J. Bock		969,219		43,200		43,200		105,357		0		1,160,976
Executive Vice President, Chief Legal Officer and Chief Administrative Officer
Philip Emery		—		—		—		—		—		—
Executive Vice President and Chief Financial Officer ⁽¹⁾
Kurt Ekert		2,277		0		0		557		0		2,834
Executive Vice President and Chief Commercial Officer ⁽²⁾
Mark Ryan		0		0		0		0		0		0
Executive Vice President and Chief Information Officer

(1)	Each of Messrs. Wilson and Emery participate in a United Kingdom defined contribution pension scheme that is similar to a 401(k) plan and, therefore, is not included in this table.

(2)

Mr. Ekert was also a participant in the Travelport Americas, LLC Savings Restoration Plan (the “Savings Restoration Plan”), a non-qualified deferred compensation plan in which certain US executives could contribute until January 1, 2008. The balances in this Non-Qualified Deferred Compensation table reflect the Savings Restoration Plan only for Mr. Ekert, as he did not have a balance in the Deferred Compensation Plan in 2013.

Potential Payments Upon Termination of Employment or Change in Control

The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which our Named Executive Officers would be entitled upon termination of employment on December 31, 2013.


Current	Cash Severance Payment($)		Continuation of Certain Benefits (Present value)($)		Acceleration and Continuation of Equity (Unamortized Expense as of 12/31/2013)($)		Total Termination Benefits($)
Gordon Wilson
• Voluntary retirement		0		0		0		0
• Involuntary termination		4,554,550		0		2,380,135		6,934,685
• Change in Control (CIC)		0		0		24,246		24,246
• Involuntary or good reason termination after CIC		5,742,050		0		3,906,913		9,648,963
Eric J. Bock
• Voluntary retirement		0		0		0		0
• Involuntary termination		0		42,723		1,125,451		1,168,174
• Change in Control (CIC)		0		0		15,465		15,465
• Involuntary or good reason termination after CIC		475,000		42,723		1,844,798		2,362,521
Philip Emery
• Voluntary retirement		0		0		0		0
• Involuntary termination		1,159,340		0		1,128,900		2,288,240
• Change in Control (CIC)		0		0		18,914		18,914
• Involuntary or good reason termination after CIC		3,370,550		0		1,848,248		5,218,798
Kurt Ekert
• Voluntary retirement		0		0		0		0
• Involuntary termination		1,650,000		44,137		1,119,668		2,813,805
• Change in Control (CIC)		0		0		9,682		9,682
• Involuntary or good reason termination after CIC		2,734,375		44,137		1,839,015		4,617,527
Mark Ryan
• Voluntary retirement		0		0		0		0
• Involuntary termination		800,000		32,857		11,305		844,162
• Change in Control (CIC)		0		0		11,305		11,305
• Involuntary or good reason termination after CIC		1,215,625		32,857		1,006,860		2,255,343

Accrued Pay and Regular Retirement Benefits. The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to our salaried employees generally upon termination of employment, such as:

•

Accrued salary and vacation pay (if applicable);

•

Earned but unpaid bonuses;

•

Distributions of plan balances under our 401(k) plan; and

•

Payment under the 2012 LTIP that has been previously earned, based on Company performance and continued employment. Any such payment(s) to eligible departing executives will be made at the time at the same time active executives will be paid, i.e. March 2014.

Deferred Compensation. The amounts shown in the table do not include distributions of plan balances under our Deferred Compensation Plan and Savings Restoration Plan. Those amounts are shown in the Nonqualified Deferred Compensation in 2013 table above.

Death and Disability. A termination of employment due to death or disability does not entitle the Named Executive Officers to any payments or benefits that are not available to salaried employees generally, except a pro-rata portion of their annual bonus for the year of death or disability in the case of Messrs. Bock and Ekert.

Involuntary and Constructive Termination and Change-in-Control Severance Pay. Our Named Executive Officers are entitled to severance pay in the event that their employment is terminated by us without cause or, in the case of Messrs. Ekert and Ryan, if the Named Executive Officer resigns as a result of a constructive termination or, in the case of Messrs. Wilson and Emery, a resignation due to fundamental breach of contract. The amounts shown in the table are for such “involuntary or constructive terminations” and are based on the following assumptions and provisions in the employment agreements:

•

Covered terminations generally. Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a constructive termination or fundamental breach of contract.

•

Covered terminations following a Change in Control. Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a constructive termination or fundamental breach of contract following a change in control.

•

Definitions of Cause and Constructive Termination (only applicable to Messrs. Bock, Ekert and Ryan)

•

A termination of the executive by the Company is for cause if it is for any of the following reasons:

•

The executive’s failure substantially to perform executive’s duties for a period of 10 days following receipt of written notice from the Company of such failure;

•

Theft or embezzlement of company property or dishonesty in the performance of the executive’s duties;

•

Conviction which is not subject to routine appeals of right or a plea of “no contest” for (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude for which the potential penalty includes imprisonment of at least one year (Mr. Bock only);

•

An act or acts on executive’s part constituting (x) a felony under the laws of the United States or state thereof or (y) a crime involving moral turpitude (Mr. Ekert and Mr. Ryan only);

•

The executive’s willful malfeasance or willful misconduct in connection with his duties or any act or omission which is materially injurious to our financial condition or business reputation; or

•

The executive’s breach of restrictive covenants.

•

A termination by the executive is as a result of constructive termination if it results from, among other things:

•

Any material reduction in the executive’s base salary or annual bonus (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives);

•

The Company’s failure to pay compensation or benefits when due;

•

Material and sustained diminution to the executive’s duties and responsibilities, except in certain circumstances;

•

The primary business office for the executive being relocated by more than 50 miles from Parsippany, New Jersey (Mr. Ekert only), New York, New York (both Messrs. Bock and Ekert) or Atlanta, Georgia (Mr. Ryan only); or

•

The Company’s election not to renew the initial employment term or any subsequent extension thereof (except as a result of the executive’s reaching retirement age, as determined by our policy).

•

Cash severance payment. For Mr. Wilson, this represents two times the sum of his base salary and target annual bonus. For Mr. Emery, this represents 12 months of salary plus pro-rata target bonus for 2013, and, for a termination following a change in control, 24 months of base annual salary and target bonus (which applies in certain circumstances following a change in control), plus pro-rata target bonus for 2013. For Mr. Ekert, this represents a cash severance payment of two times his base annual salary (and, in certain circumstances following a change in control, one times his target bonus) plus a pro-rata target bonus for 2013. For Mr. Ryan, this represents a cash severance payment of one times his base annual salary plus pro-rata target bonus for 2013. The Company is also required to give Messrs. Wilson and Emery 12 months of notice or pay in lieu of notice. In the case of Messrs. Emery, Ekert and Ryan, they must execute, deliver and not revoke a separation agreement and general release (“Separation Agreement”) in order to receive these benefits. In addition, with respect to the 2013 LTMIP, for each Named Executive Officer who is terminated without cause or as result of a constructive termination within 18 months after a change in control, this represents accelerated vesting for time served since the last vesting date (December 1, 2013) plus 18 months over the remainder of the three year vesting period. All of these cash payments are payable in a lump sum following termination of employment, except that the additional payments to Mr. Emery following a change in control are payable in equal installments at six and 12 months following termination.

•

Continuation of health, welfare and other benefits. Represents, following a covered termination, continued health and welfare benefits (at active employee rates) for three years (Mr. Bock only) and one year (Mr. Ekert and Mr. Ryan only) and financial planning benefits for one year (Mr. Ekert and Mr. Ryan only), as well as applicable tax assistance on such benefits, provided the executive has executed, delivered and not revoked the Separation Agreement.

•

Acceleration and continuation of equity awards. For the time-based TWW RSU awards from 2011, upon termination without cause, as the result of a constructive termination, death or disability, the Named Executive Officer receives vesting of unvested RSUs based on pro-rata time served in the year of termination (beginning January 1, 2012) plus an additional 18 months dividing by the number of months remaining in the two year vesting period starting on January 1, 2012. As a result, a termination on December 31, 2013 results in vesting of 100% (42/24 ^ths ) of the RSUs. For the 2013 LTIP TRSUs, upon a termination without cause, as the result of a constructive termination, death or disability, designated Named Executive Officers will receive vesting of unvested TRSUs based on pro-rata time served since the last vesting date (October 15, 2013) plus an additional12 months dividing by the number of remaining months in the vesting period. As a result, a termination for designated Named Executive Officers on December 31, 2013 results in vesting of 48.3% (14.5/30 ^ths ) of the TRSUs. For the 2013 LTIP PRSUs, upon a termination without cause, as the result of a constructive termination, death or disability, designated Named Executive Officers will receive vesting of unvested PRSUs at target (100%) based on pro-rata time served in the two year vesting period plus an additional 12 months. As a result, a termination on December 31, 2013 results in vesting of 81.25% (19.5/24 ^ths ) of the PRSUs. Upon a termination without cause or as the result of a constructive termination within 18 months of a change in control, all unvested TRSUs and PRSUs are vested.

•

Payments Upon Change in Control Alone. The change in control provisions in the current employment agreements for our Named Executive Officers do not provide for any special vesting upon a change in control alone, and severance payments are made only if the executive suffers a covered termination of employment. For the 2011 RSU awards, upon a change in control while a Named Executive Officer is employed by the Company, 100% of unvested RSUs will vest. In addition, upon a qualified public offering (which is not a change in control), all TRSUs granted to our Named Executive Officers under the 2013 LTIP will vest.

2014 Discretionary Bonus

Effective as of the date hereof, our Board of Directors approved a discretionary bonus to our management, including certain of our Named Executive Officers: Gordon Wilson ($77,905.11); Eric J. Bock ($36,267.28); Philip Emery ($35,224.26); and Kurt Ekert ($34,076.78).

Compensation of Directors

Other than Mr. Steenland, none of our other current directors receive compensation for their service as a Director, but they do receive reimbursement of expenses incurred from their attendance at Board of Director meetings. Directors who are also our employees receive no separate compensation for service on the Board of Directors. As compensation for his service on the Board, Mr. Steenland currently receives $350,000 per year as Chairman of our Board. In addition, on June 18, 2013, the Board of Directors of TWW approved a grant of options to purchase 4,000,000 shares of TWW at an exercise price of $0.75 per share for Mr. Steenland. These stock options are subject to three-year cliff vesting, unless earlier accelerated, with half of the stock options subject to time-based vesting and half of the stock options subject to performance-based vesting. All of the stock options have a five year exercise period.

The following table contains compensation information for certain of our directors for the fiscal year ended December 31, 2013.


Name	Year		Fee Earned or Paid in Cash ($)		Option Awards ($) ⁽¹⁾		Total ($) ⁽²⁾
Douglas M. Steenland, Chairman		2013		316,758		240,000		556,758
Jeff Clarke, Former Director		2013		274,588		0		274,588
Anthony J. Bolland, Former Director		2013		31,868		0		31,868

(1)

As with the stock awards set forth in the Summary Compensation Table above, and consistent with note 2 to that table, amounts included in this column reflect the grant date fair value computed in accordance with FASB ASC 718 for options granted to Mr. Steenland with service and performance-based vesting conditions granted in the relevant year. As a result, the amounts included in this column do not cover the portion of awards for which the performance goals have not yet been established and communicated.

(2)

Reflects all fees paid to certain of our directors with respect to 2013 but does not include travel or other business-related reimbursements. In 2013, except for the options granted to Mr. Steenland that are described above, we did not pay or grant our non-employee directors stock awards, option awards, non-equity incentive plan compensation, pension benefits or non-qualified deferred compensation or any other compensation other than as set forth in this table. Mr. Steenland did not have any outstanding equity at the end of 2013.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Travelport Worldwide Limited, a Bermuda company (“Travelport Worldwide”), owns all of the outstanding common stock of our direct parent, Travelport Holdings Limited, a Bermuda company, which in turn owns all of our outstanding common stock. Funds affiliated with The Blackstone Group L.P., funds affiliates with Technology Crossover Ventures, an affiliate of One Equity Partners and certain members of our management beneficially own shares of our common stock indirectly through their holdings in TDS Investor (Cayman) L.P., a Cayman limited partnership (“TDS Investor”), through its direct wholly-owned subsidiary, Travelport Intermediate Limited., which is a more than 5% shareholder of Travelport Worldwide. Other entities and certain members of our management beneficially own shares of our common stock through their holdings in Travelport Worldwide.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 7, 2014 with respect to (i) each individual or entity known by us to own beneficially more than 5% of our common stock through their holdings of Class A Units of TDS Investor, (ii) each individual or entity known by us to own beneficially more than 5% of our common stock through their holdings in Travelport Worldwide, (iii) each of our Named Executive Officers, (iv) each of our directors and (v) all of our directors and our executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes

the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated Class A Units of TDS Investor and the indicated common stock of Travelport Worldwide. Unless otherwise noted, the address of each beneficial owner is 300 Galleria Parkway, Atlanta, Georgia 30339.


Name and Address of Beneficial Owner	Amount of Beneficial Ownership of TDS Investor (Cayman) L.P.		Percent Beneficial Ownership of TDS Investor (Cayman) L.P.			Amount of Beneficial Ownership of Travelport Worldwide Limited ⁽¹⁾		Percent Beneficial Ownership of Travelport Worldwide Limited ⁽²⁾
Blackstone Funds ⁽³⁾		818,706,823		68.77	%		107,491,351		12.92	%
TCV Funds ⁽⁴⁾		132,049,488		11.09	%		17,337,315		2.08	%
OEP TP Ltd. ⁽⁵⁾		132,049,487		11.09	%		17,337,315		2.08	%
Angelo, Gordon Funds ⁽⁶⁾		—		—			186,780,578		22.45	%
Q Investments Funds ⁽⁷⁾		—		—			120,518,366		14.49	%
Morgan Stanley Funds ⁽⁸⁾		—		—			78,239,011		9.40	%
Gordon Wilson ⁽⁹⁾		11,726,150			*		2,781,164			*
Eric Bock ⁽⁹⁾		5,139,681			*		1,216,756			*
Philip Emery ⁽⁹⁾		3,586,017			*		993,870			*
Mark Ryan ⁽⁹⁾		1,405,982			*		550,912			*
Kurt Ekert ⁽⁹⁾		2,233,609			*		748,659			*
Douglas M. Steenland		—		—			—		—
Gavin R. Baiera ⁽¹⁰⁾		—		—			186,780,578		22.45	%
Greg Blank ⁽¹¹⁾		818,706,823		68.77	%		107,491,351		12.92	%
Scott McCarty ⁽¹²⁾		—		—			120,518,366		14.49	%
All directors and executive officers as a group (9 persons) ⁽¹³⁾		24,091,438		2.02	%		6,291,360			*

*	Beneficial owner holds less than 1%.

(1)	Comprises the total amount of beneficial ownership of Travelport Worldwide (i) indirectly held through holdings in TDS Investor and (ii) directly held through holdings in Travelport Worldwide.

(2)	Comprises the percentage of beneficial ownership of Travelport Worldwide (i) indirectly held through holdings in TDS Investor and (ii) directly held through holdings in Travelport Worldwide.

(3)

Reflects beneficial ownership of 342,838,521 Class A-1 Units held by Blackstone Capital Partners (Cayman) V L.P., 317,408,916 Class A-1 Units held by Blackstone Capital Partners (Cayman) VA L.P., 98,340,355 Class A-1 Units held by BCP (Cayman) V-S L.P., 18,930,545 Class A-1 Units held by BCP V Co-Investors (Cayman) L.P., 24,910,878 Class A-1 Units held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P., 13,826,933 Class A-1 Units held by Blackstone Family Investment Partnership (Cayman) V L.P. and 2,450,675 Class A-1 Units held by Blackstone Participation Partnership (Cayman) V L.P. (collectively, the “Blackstone Funds”), as a result of the Blackstone Funds’ ownership of interests in TDS Investor (Cayman) L.P., for each of which Blackstone LR Associates (Cayman) V Ltd. is the general partner having voting and investment power over the Class A-1 Units held or controlled by each of the Blackstone Funds. Messrs. Schorr and Brand are directors of Blackstone LR Associates (Cayman) V Ltd. and as such may be deemed to share beneficial ownership of the Class A-1 Units held or controlled by the Blackstone Funds. The address of Blackstone LR Associates (Cayman) V Ltd. and the Blackstone Funds is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(4)

Reflects beneficial ownership of 131,016,216 Class A-1 Units held by TCV VI (Cayman), L.P. and 1,033,272 Class A-1 Units held by TCV Member Fund (Cayman), L.P. (collectively, the “TCV Funds”), both funds fully owned by Technology Crossover Ventures. The address of Technology Crossover Ventures and the TCV Funds is c/o Technology Crossover Ventures, 528 Ramona Street, Palo Alto, California 94301.

(5)	The address of OEP TP Ltd. is c/o One Equity Partners, 320 Park Avenue, 18th Floor, New York, NY 10022.

(6)

Reflects beneficial ownership of 13,298,089 common shares of Travelport Worldwide held by AG Super Fund International Partners, L.P. and 173,482,489 common shares of Travelport Worldwide held by Silver Oak Capital, L.L.C. (collectively, the “Angelo, Gordon Funds”). The address of the Angelo, Gordon Funds is c/o Angelo, Gordon & Co., L.P., 245 Park Avenue — 26 ^th Floor, New York, NY 10167.

(7)

Reflects beneficial ownership of 10,188,422 common shares of Travelport Worldwide held by Q5-R5 Trading, Ltd., 108,269,051 common shares of Travelport Worldwide held by R2 Top Hat, Ltd. and 2,060,893 common shares of Travelport Worldwide held by R2 Investments, LDC (collectively, the “Q Investments Funds”). The address of the Q Investment Funds is c/o Q Investments, L.P., 301 Commerce Street — Suite 3200, Fort Worth, Texas 76102.

(8)

Reflects beneficial ownership of 34,833,562 common shares of Travelport Worldwide held by Morgan Stanley & Co. LLC and 43,405,449 common shares of Travelport Worldwide held by Morgan Stanley Strategic Investments, Inc. (collectively, the “Morgan Stanley Funds”). The address of the Morgan Stanley Funds is 1585 Broadway, New York, NY 10036.

(9)

The units of TDS Investor (Cayman) L.P. consist of Class A-1 and Class A-2 Units. As of March 1, 2014, all of the issued and outstanding Class A-1 Units were held by the Blackstone Funds, the TCV Funds and OEP TP Ltd. Certain of our executive officers hold Class A-2 Units, which generally have the same rights as Class A-1 Units, subject to restrictions and put and call rights applicable only to units held by employees.

(10)

Mr. Baiera, a director of the Company and Travelport Worldwide, is a Managing Director of Angelo, Gordon & Co, L.P. Amounts disclosed for Mr. Baiera are also included in the amounts disclosed for the Angelo, Gordon Funds. Mr. Baiera disclaims beneficial ownership of any shares owned directly or indirectly by the Angelo, Gordon Funds.

(11)

Mr. Blank, a director of the Company, Travelport Worldwide Limited and TDS Investor (Cayman) L.P., is a Principal of The Blackstone Group. Amounts disclosed for Mr. Blank are also included in the amounts disclosed for the Blackstone Funds. Mr. Blank disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds.

(12)

Mr. McCarty, a director of the Company and Travelport Worldwide Limited, is a Partner in The Q Investments Funds. Amounts disclosed for Mr. McCarty are also included in the amounts disclosed for the Q Investments Funds. Mr. McCarty disclaims beneficial ownership of any shares owned directly or indirectly by the Q Investments Funds.

(13)	Shares beneficially owned by the Blackstone Funds, the TCV Funds, OEP TP Ltd., the Angelo, Gordon Funds and the Q Investments Funds have been excluded for purposes of the presentation of directors and executive officers as a group.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transaction and Monitoring Fee Agreement. On August 23, 2006, we entered into a Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV. Pursuant to the Transaction and Monitoring Fee Agreement, in consideration of Blackstone and TCV having undertaken the financial and structural analysis, due diligence investigations, other advice and negotiation assistance in connection with the Acquisition and the financing thereof, we paid a transaction and advisory fee of $45,000,000 to an affiliate of Blackstone and an affiliate of TCV on closing of the Acquisition. Such fee was divided between the affiliate of Blackstone and the affiliate of TCV according to the pro-rata equity contribution of their respective affiliates in the Acquisition.

In addition, we appointed an affiliate of Blackstone and an affiliate of TCV as our advisers to render monitoring, advisory and consulting services during the term of the Transaction and Monitoring Fee Agreement. In consideration for such services, we agreed to pay the affiliate of Blackstone and the affiliate of TCV an annual monitoring fee (the “Monitoring Fee”) equal to the greater of $5 million or 1% of adjusted EBITDA (as defined in our senior secured credit agreement). The Monitoring Fee was agreed to be divided among the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time any payment is made.

Pursuant to the Transaction and Monitoring Fee Agreement, the affiliate of Blackstone and the affiliate of TCV could elect at any time in connection with or in anticipation of a change of control or an initial public offering of Travelport to receive, in lieu of annual payments of the Monitoring Fee, a single lump sum cash payment (the “Advisory Fee”) equal to the then present value of all then current and future Monitoring Fees payable to the affiliate of Blackstone and the affiliate of TCV under the Transaction and Monitoring Fee Agreement. The Advisory Fee was agreed to be divided between the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time such payment is made.

On December 31, 2007, we received a notice from Blackstone and TCV electing to receive, in lieu of annual payments of the Monitoring Fee, the Advisory Fee in consideration of the termination of the appointment of Blackstone and TCV to render services pursuant to the Transaction and Monitoring Fee Agreement as of the date of such notice. The Advisory Fee was agreed to be an amount equal to approximately $57.5 million. The Advisory Fee is payable as originally provided in the Transaction and Monitoring Fee Agreement. We agreed to reimburse the affiliates of Blackstone and the affiliates of TCV for out-of-pocket expenses incurred in connection with the Transaction and Monitoring Fee Agreement and to indemnify such entities for losses relating to the services contemplated by the Transaction and Monitoring Fee Agreement and the engagement of the affiliate of Blackstone and the affiliate of TCV pursuant to the Transaction and Monitoring Fee Agreement.

On May 8, 2008, we entered into a new Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV, pursuant to which Blackstone and TCV provide us monitoring, advisory and consulting services. Pursuant to the new agreement, payments made by us in 2008, 2010 and subsequent years are credited against the Advisory Fee of approximately $57.5 million owed to affiliates of Blackstone and TCV pursuant to the election made by Blackstone and TCV discussed above. In March 2013, in connection with the comprehensive refinancing, Blackstone and TCV agreed to a one-third reduction in the amount of fees that would otherwise be payable by us under the Transaction and Monitoring Fee Agreement, and we have no obligation to pay the Advisory Fee, in each case, until the outstanding indebtedness under our Second Lien Credit Agreement is repaid, refinanced or extended.

In 2011, 2012 and 2013, we made payments of approximately $5 million, $5 million and $6 million, respectively, under the new Transaction and Monitoring Fee Agreement. The payments made in 2011, 2012 and 2013 were credited against the Advisory Fee and reduced the Advisory Fee to be paid to approximately $26 million. In addition, in 2011, 2012 and 2013, we paid approximately $0.1 million, $0 and $0, respectively, in reimbursement for out-of-pocket costs incurred in connection with the new Transaction and Monitoring Fee Agreement.

Investment and Cooperation Agreement. On December 7, 2006, we entered into an Investment and Cooperation Agreement with an affiliate of OEP. Pursuant to the Investment and Cooperation Agreement, OEP

became subject to and entitled to the benefits of the Transaction and Monitoring Fee Agreement so that, to the extent that any transaction or management fee becomes payable to an affiliate of Blackstone or an affiliate of TCV, OEP will be entitled to receive its pro-rata portion of any such fee (based on relative equity ownership in the Company). Accordingly, any Monitoring Fees or Advisory Fee will be divided among the affiliates of Blackstone, TCV and OEP according to their respective beneficial ownership interests in us at the time any such payment is made.

Shareholders’ Agreement. In connection with the acquisition, TDS Investor, which, prior to our 2013 comprehensive refinancing, was our ultimate parent company, entered into a Shareholders’ Agreement with affiliates of Blackstone and TCV. On October 13, 2006, this Shareholders’ Agreement was amended to add a TCV affiliate as a shareholder. The Shareholders’ Agreement contains agreements among the parties with respect to the election of our directors and the directors of our parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions) and registration rights (including customary indemnification provisions).

Orbitz Worldwide. After our internal restructuring on October 31, 2007, we owned less than 50% of the outstanding common stock of Orbitz Worldwide, and, as a result, Orbitz Worldwide ceased to be our consolidated subsidiary. We have various commercial arrangements with Orbitz Worldwide, and under those commercial agreements with Orbitz Worldwide, we earned approximately $7 million of revenue and recorded approximately $83 million of expense in 2013. In addition, 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 December 31, 2013, there were no letters of credit issued by us on behalf of Orbitz Worldwide and all of the previously issued letters of credit were cancelled.

Commercial Transactions with Other Blackstone Portfolio or Affiliated Companies. Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. We have entered into commercial transactions on an arms-length basis in the ordinary course of our business with these companies, including the sale of goods and services and the purchase of goods and services. For example, in 2013, we recorded revenue of approximately $9 million and $3 million, respectively, from Hilton Hotels Corporation and Wyndham Hotel Group, which are Blackstone portfolio companies, in connection with GDS booking fees received. Other than as described herein, none of these transactions or arrangements is of great enough value to be considered material.

Blackstone Financial Advisory. In April 2012, we entered into an agreement with an affiliate of Blackstone, which was modified in November 2012, pursuant to which Blackstone agreed to provide us financial advisory and consulting services in connection with refinancing and related transaction. During 2012 and 2013, we paid approximately $2 million and $7 million, respectively, under this agreement.

New Shareholders’ Agreement . In connection with our comprehensive refinancing, on April 15, 2013, we and our direct and indirect parent companies entered into an amended and restated shareholders’ agreement (the “New Shareholders’ Agreement”) with the PIK term loan lenders (the “New Shareholders”). Pursuant to the New Shareholders’ Agreement, as partial consideration for the refinancing, the New Shareholders received, among other things, their pro rata share of approximately 71% of the fully diluted issued and outstanding equity of Travelport Worldwide. The New Shareholders’ Agreement, among other things: (i) allows the New Shareholders to appoint two directors to our board of directors, as well as the boards of directors of Travelport Holdings Limited, our direct parent company, and Travelport Worldwide, subject to certain conditions; (ii) restricts our ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend our organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Travelport Worldwide to obtain additional information about us and certain of our parent companies.

Review, Approval or Ratification of Related Person Transactions. Our Audit Committee is responsible for the review, approval or ratification of “related-person transactions” between us or our subsidiaries and related persons. “Related person” refers to a person or entity who is, or at any point since the beginning of the last fiscal year was, a director, officer, nominee for director, or 5% stockholder of us and their immediate family members. Our Audit Committee does not have a written policy regarding the approval of related-person transactions. The Audit Committee applies its review procedures as a part of its standard operating procedures. In the course of its review and approval or ratification of a related-person transaction, the Audit Committee considers:

•

the nature of the related-person’s interest in the transaction;

•

the material terms of the transaction, including the amount involved and type of transaction;

•

the importance of the transaction to the related person and to us;

•

whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•

any other matters the Audit Committee deems appropriate.

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee at which the transaction is considered.

Director Independence. As a privately-held company, we are not required to have independent directors on our Board of Directors.

ITEM 14. PRINCIPAL

ACCOUNTING FEES AND SERVICES

Principal Accounting Firm Fees. Fees billed to us by Deloitte LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) during the years ended December 31, 2013 and 2012 were as follows:

Audit Fees. The aggregate fees billed for the audit of our annual financial statements during the years ended December 31, 2013 and 2012 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q and for other attest services primarily related to financial accounting consultations, comfort letters and consents related to SEC and other registration statements, regulatory and statutory audits and agreed-upon procedures were approximately $2.6 million and $2.4 million, respectively.

Audit-Related Fees. The aggregate fees billed for audit-related services was $0.1 million for each of the years ended December 31, 2013 and 2012. These fees relate primarily to audits of employee benefit plans and accounting consultation for contemplated transactions for the years ended December 31, 2013 and 2012.

Tax Fees. The aggregate fees billed for tax services during the years ended December 31, 2013 and 2012 were approximately $2.7 million and $2.0 million, respectively. These fees relate to tax compliance, tax advice and tax planning for the years ended December 31, 2013 and 2012.

Our Audit Committee considered the non-audit services provided by the Deloitte Entities and determined that the provision of such services was compatible with maintaining the Deloitte Entities’ independence. Our Audit Committee also adopted a policy prohibiting Travelport from hiring the Deloitte Entities’ personnel at the manager or partner level, who have been directly involved in performing auditing procedures or providing accounting advice to us, in any role in which such person would be in a position to influence the contents of our financial statements. Our Audit Committee is responsible for appointing our independent auditor and approving the terms of the independent auditor’s services. Our Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent auditor, as described below.

All services performed by the independent auditor in 2013 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its March 6, 2013 meeting. This policy

describes the permitted audit, audit-related, tax and other services (collectively, the “Disclosure Categories”) that the independent auditor may perform. The policy requires that prior to the beginning of each fiscal year, a description of the services (the “Service List”) anticipated to be performed by the independent auditor in each of the Disclosure Categories in the ensuing fiscal year be presented to the Audit Committee for approval.

Any requests for audit, audit-related, tax and other services not contemplated by the Service List must be submitted to the Audit Committee for specific pre-approval, except for de minimis amounts under certain circumstances as described below, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the authority to grant specific pre-approval between meetings may be delegated to one or more members of the Audit Committee. The member or members of the Audit Committee to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services under certain circumstances. Services provided by the Deloitte Entities during 2013 and 2012 under this provision were approximately $0 million for each of these years.

PART IV

ITEM 15. EXHIBITS,

FINANCIAL STATEMENT SCHEDULES

ITEM 15(A)(1)

FINANCIAL STATEMENTS

See Financial Statements and Financial Statements Index commencing on page F-1 hereof.

The consolidated financial statements and related footnotes of Travelport’s non-controlled affiliate, Orbitz Worldwide, Inc., are included as Exhibit 99 to this Form 10-K and are hereby incorporated by reference herein from the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by Orbitz Worldwide, Inc. with the SEC on March 6, 2014. The Company is required to include the Orbitz Worldwide financial statements in its Form 10-K due to Orbitz Worldwide meeting certain tests of significance under SEC Regulation S-X Rule 3-09. The management of Orbitz Worldwide is solely responsible for the form and content of the Orbitz Worldwide financial statements.

ITEM 15(A)(3) EXHIBITS

See Exhibits Index commencing on page G-1 hereof.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

	By:	/s/ Antonios Basoukeas
		Antonios Basoukeas
		Group Vice President and Group Financial
		Controller
Date: March 10, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Gordon Wilson (Gordon Wilson)	Chief Executive Officer and Director	March 10, 2014

/s/ Philip Emery (Philip Emery)	Executive Vice President and Chief Financial Officer	March 10, 2014

/s/ Douglas Steenland (Douglas Steenland)	Chairman of the Board and Director	March 10, 2014

/s/ Gavin Baiera (Gavin Baiera)	Director	March 10, 2014

/s/ Gregory Blank (Gregory Blank)	Director	March 10, 2014

/s/ Scott McCarty (Scott McCarty)	Director	March 10, 2014

/s/ Antonios Basoukeas (Antonios Basoukeas)	Group Vice President and Group Financial Controller	March 10, 2014

TRAVELPORT LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011		F-3
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2013, 2012 and 2011		F-4
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011		F-6
Consolidated Statements of Changes in Total Equity (Deficit) for the years ended December 31, 2013, 2012 and 2011		F-8
Notes to the Consolidated Financial Statements		F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Travelport Limited

We have audited the accompanying consolidated balance sheets of Travelport Limited and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive (loss) income, cash flows and changes in total equity (deficit) for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Travelport Limited and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE LLP

London, United Kingdom

March 10, 2014

F-2

TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Net revenue		2,076			2,002			2,035

Costs and expenses
Cost of revenue		1,266			1,191			1,211
Selling, general and administrative		396			446			397
Depreciation and amortization		206			227			227

Total costs and expenses		1,868			1,864			1,835

Operating income		208			138			200
Interest expense, net		(342	)		(290	)		(287	)
(Loss) gain on early extinguishment of debt		(49	)		6			—

Loss from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(183	)		(146	)		(87	)
Provision for income taxes		(20	)		(23	)		(29	)
Equity in earnings (losses) of investment in Orbitz Worldwide		10			(74	)		(18	)

Net loss from continuing operations		(193	)		(243	)		(134	)
Loss from discontinued operations, net of tax		—			—			(6	)
Gain from disposal of discontinued operations, net of tax		4			7			312

Net (loss) income		(189	)		(236	)		172
Net (income) loss attributable to non-controlling interest in subsidiaries		(3	)		—			3

Net (loss) income attributable to the Company		(192	)		(236	)		175

See Notes to the Consolidated Financial Statements

F-3

TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Net (loss) income		(189	)		(236	)		172

Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of tax of $0		(5	)		3			(81	)
(Unrealized) realized loss on cash flow hedges, net of tax of $0		(4	)		—			9
Unrealized actuarial gain (loss) on defined benefit plans, net of tax of $2, $1 and $(2)		107			(13	)		(101	)
Unrealized gain (loss) on equity investment, net of tax of $0		9			(3	)		6

Other comprehensive income (loss), net of tax		107			(13	)		(167	)

Comprehensive (loss) income		(82	)		(249	)		5
Comprehensive (income) loss attributable to non-controlling interest in subsidiaries		(3	)		—			3

Comprehensive (loss) income attributable to the Company		(85	)		(249	)		8

See Notes to the Consolidated Financial Statements

F-4

TRAVELPORT LIMITED

CONSOLIDATED BALANCE SHEETS


(in $ millions)	December 31, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents		154			110
Accounts receivable (net of allowances for doubtful accounts of $13 and $16)		177			150
Deferred income taxes		1			2
Other current assets		134			170

Total current assets		466			432
Property and equipment, net		428			416
Goodwill		986			986
Trademarks and tradenames		314			314
Other intangible assets, net		671			717
Cash held as collateral		79			137
Investment in Orbitz Worldwide		19			—
Non-current deferred income taxes		5			6
Other non-current assets		120			150

Total assets		3,088			3,158

Liabilities and equity
Current liabilities:
Accounts payable		72			74
Accrued expenses and other current liabilities		540			537
Deferred income taxes		24			38
Current portion of long-term debt		45			38

Total current liabilities		681			687
Long-term debt		3,528			3,392
Deferred income taxes		18			7
Other non-current liabilities		172			274

Total liabilities		4,399			4,360

Commitments and contingencies (Note 14)
Shareholders’ equity (deficit):
Common shares ($1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding)		—			—
Additional paid in capital		691			718
Accumulated deficit		(1,939	)		(1,747	)
Accumulated other comprehensive loss		(82	)		(189	)

Total shareholders’ equity (deficit)		(1,330	)		(1,218	)
Equity attributable to non-controlling interest in subsidiaries		19			16

Total equity (deficit)		(1,311	)		(1,202	)

Total liabilities and equity		3,088			3,158

See Notes to the Consolidated Financial Statements

F-5

TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS


(in $ millions)	Year ended December 31, 2013			Year ended December 31, 2012			Year ended December 31, 2011
Operating activities of continuing operations
Net (loss) income		(189	)		(236	)		172
Income from discontinued operations (including gain from disposal), net of tax		(4	)		(7	)		(306	)

Net loss from continuing operations		(193	)		(243	)		(134	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization		206			227			227
Amortization of customer loyalty payments		63			62			74
Amortization of debt finance costs		24			37			23
Non-cash accrual of repayment fee and amortization of debt discount		7			—			—
Loss (gain) on early extinguishment of debt		49			(6	)		—
Payment-in-kind interest		22			14			3
Gain on interest rate derivative instruments		(3	)		(1	)		(22	)
Loss (gain) on foreign exchange derivative instruments		1			—			(1	)
Equity in (earnings) losses of investment in Orbitz Worldwide		(10	)		74			18
Equity-based compensation		6			2			5
Deferred income taxes		(1	)		4			3
Customer loyalty payments		(78	)		(47	)		(65	)
Defined benefit pension plan funding		(3	)		(27	)		(17	)
FASA liability		—			(7	)		(16	)
Changes in assets and liabilities:
Accounts receivable		(27	)		22			(20	)
Other current assets		5			(3	)		4
Accounts payable, accrued expenses and other current liabilities		5			37			9
Other		27			36			33

Net cash provided by operating activities of continuing operations		100			181			124

Net cash used in operating activities of discontinued operations		—			—			(12	)

Investing activities
Property and equipment additions		(107	)		(92	)		(77	)
Proceeds from the sale of GTA business, net of cash disposed of $7 million		—			—			628
Proceeds from sale of assets held for sale		17			—			—
Other		(6	)		3			5

Net cash (used in) provided by investing activities		(96	)		(89	)		556

F-6

TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)


(in $ millions)	Year ended December 31, 2013			Year ended December 31, 2012			Year ended December 31, 2011
Financing activities
Proceeds from new term loans		2,169			170			—
Proceeds from revolver borrowings		73			80			35
Repayment of term loans		(1,667	)		(165	)		(658	)
Repayment of revolver borrowings		(93	)		(95	)		—
Repurchase of Senior Notes		(413	)		(20	)		—
Repayment of capital lease obligations		(20	)		(16	)		(14	)
Debt finance costs		(55	)		(20	)		(100	)
Release of cash provided as collateral		137			—			—
Cash provided as collateral		(79	)		—			—
Payments on settlement of foreign exchange derivative contracts		(8	)		(51	)		—
Proceeds from settlement of foreign exchange derivative contracts		4			9			34
Distribution to a parent company		(6	)		—			(89	)
Other		(2	)		2			1

Net cash provided by (used in) financing activities		40			(106	)		(791	)

Effect of changes in exchange rates on cash and cash equivalents		—			—			5

Net increase (decrease) in cash and cash equivalents		44			(14	)		(118	)
Cash and cash equivalents at beginning of year		110			124			242

Cash and cash equivalents at end of year		154			110			124


Supplemental disclosure of cash flow information of continuing operations
Interest payments		273			232			267
Income tax payments, net		29			16			22
Non-cash capital lease additions		32			63			28
Non-cash capital distribution to a parent company		25			—			208
Exchange of Second Priority Secured Notes for Tranche 2 Loans (see Note 10)		229			—			—
Exchange of Senior Notes due 2014 and 2016 for new Senior Notes due 2016 (see Note 10)		591			—			—

See Notes to the Consolidated Financial Statements

F-7

TRAVELPORT LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT)


(in $ millions)	Common Shares		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (loss)			Non- Controlling Interest in Subsidiaries			Total Equity (Deficit)
Balance as of January 1, 2011		—		1,011			(1,686	)		(9	)		12			(672	)
Distribution to a parent company		—		(297	)		—			—			—			(297	)
Equity-based compensation		—		6			—			—			—			6
Net share settlement for equity-based compensation		—		(3	)		—			—			—			(3	)
Capital contribution from non-controlling interest shareholders		—		—			—			—			4			4
Comprehensive income (loss), net of tax		—		—			175			(167	)		(3	)		5

Balance as of December 31, 2011		—		717			(1,511	)		(176	)		13			(957	)
Equity-based compensation		—		2			—			—			—			2
Net share settlement for equity-based compensation		—		(1	)		—			—			—			(1	)
Capital contribution from non-controlling interest shareholders		—		—			—			—			3			3
Comprehensive loss, net of tax		—		—			(236	)		(13	)		—			(249	)

Balance as of December 31, 2012		—		718			(1,747	)		(189	)		16			(1,202	)
Distribution to a parent company		—		(31	)		—			—			—			(31	)
Dividend to non-controlling interest shareholders		—		—			—			—			(1	)		(1	)
Equity-based compensation		—		5			—			—			1			6
Net share settlement for equity-based compensation		—		(1	)		—			—			—			(1	)
Comprehensive (loss) income, net of tax		—		—			(192	)		107			3			(82	)

Balance as of December 31, 2013		—		691			(1,939	)		(82	)		19			(1,311	)

See Notes to the Consolidated Financial Statements

F-8

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

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 over 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: Galileo, Apollo 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, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

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

Certain prior year numbers have been reclassified to conform to current year presentation (see Note 7).

2. Summary of Significant Accounting Policies

Consolidation Policy

The Company’s financial statements include the accounts of Travelport, Travelport’s wholly-owned subsidiaries and entities controlled by Travelport, including where the control is exercised by owning a majority of the entity’s outstanding common stock. The Company has eliminated intercompany transactions and balances in its financial statements.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates.

The Company’s accounting policies, which include significant estimates and assumptions, including the estimation of the collectability of accounts receivables, including amounts due from airlines that are in bankruptcy or which have faced financial difficulties, amounts for future cancellations of airline bookings processed through the GDS, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of goodwill and intangible assets, discount rates and rates of return affecting the calculation of the assets and liabilities associated with the employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities.

F-9

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

The Company provides global transaction processing and computer reservation services and provides travel marketing information to airline, car rental and hotel clients as described below.

Transaction Processing Revenue

The Company provides travel agencies, internet sites and other subscribers with the ability to access schedule and fare information, book reservations and print tickets for air travel. The Company also provides travel agents with information and booking capability covering car rentals and hotel reservations at properties throughout the world. Such transaction processing services are provided through the use of the GDS. As compensation for services provided, fees are collected, on a per segment basis, from airline, car rental, hotel and other travel-related providers for reservations booked through the Company’s GDS.

Revenue for air travel reservations is recognized at the time of booking of the reservation, net of estimated cancellations prior to the date of departure and anticipated incentives for customers. Cancellations prior to the date of departure are estimated based on the historical level of such cancellations, which have not been significant. Certain of the Company’s more significant contracts provide for incentive payments based upon business volume. Revenue for car rental, hotel reservations and cruise reservations is recognized upon fulfillment of the reservation. The timing of the recognition of car, hotel and cruise reservation revenue reflects the difference in the contractual rights related to such services compared to the airline reservation services.

Airline IT Solutions Revenue

The Company provides hosting solutions and IT software subscription services to airlines, as well as travel agency services to corporations. Such revenue is recognized as the services are performed.

Cost of Revenue

Cost of revenue consists of direct costs incurred to generate the Company’s revenue, including amortization of customer loyalty payments, incentives paid to travel agencies who subscribe to the Company’s GDS, commissions and costs incurred for third-party national distribution companies (“NDCs”), and costs for call center operations, data processing and related technology costs. Cost of revenue excludes depreciation and amortization of acquired customer relationships.

The Company enters into agreements with significant travel agents which often include customer loyalty payments. The amount of the loyalty payments varies depending upon the expected volume of the travel agent’s business. The Company establishes liabilities for these loyalty payments at the inception of the contract and capitalizes the customer loyalty payments as intangible assets. The amortization of the customer loyalty payments is then recognized as a component of revenue or cost of revenue over the life of the contract on a straight line basis (unless another method is more appropriate), as it expects the benefit of those assets, which are the air segments booked on its GDS, to be realized evenly over the life of the contract.

In markets not supported by the Company’s sales and marketing organizations, the Company utilizes an NDC structure, where feasible, in order to take advantage of the NDC’s local industry knowledge. The NDC is responsible for cultivating the relationship with travel agents in its territory, installing travel agents’ computer equipment, maintaining the hardware and software supplied to the travel agents and providing ongoing customer support. The NDC earns a share of the booking fees generated in the NDC’s territory.

Technology management costs, data processing costs, and telecommunication costs which are included in cost of revenue consist primarily of internal system and software maintenance fees, data communications and other expenses associated with operating the Company’s internet sites and payments to outside contractors.

F-10

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

Commission costs are recognized in the same accounting period as the revenue generated from the related activities. All other costs are recognized as expenses when obligations are incurred.

Advertising Expense

Advertising costs are expensed in the period incurred and include online marketing costs such as search and banner advertising, and offline marketing such as television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the consolidated statements of operations, was approximately $17 million, $15 million and $16 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Income Taxes

The provision for income taxes for annual periods is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the temporary differences between the financial statement carrying amounts and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on estimated future taxable income. A change in the Company’s estimate of future taxable income may require an addition or reduction to the valuation allowance.

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. The Company classifies uncertain tax positions as other non-current liabilities unless expected to be paid within one year. Liabilities expected to be paid within one year are included in the accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities, and other non-current liabilities accounts. The Company recognizes interest and penalties accrued related to unrecognized tax positions as part of the provision for income taxes.

Cash and Cash Equivalents

The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s trade receivables are reported in the consolidated balance sheets net of an allowance for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company, or other known customer liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. For all other customers, the Company recognizes a reserve for estimated bad debts. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Accordingly, the length of time to collect, relative to local standards, does not necessarily indicate an increased credit risk. In all instances, local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay.

F-11

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

Bad debt expense is recorded in selling, general and administrative expenses on the consolidated statements of operations and amounted to $4 million, $4 million and $1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Derivative Instruments

The Company uses derivative instruments as part of its overall strategy to manage exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. All derivatives are recorded at fair value either as assets or liabilities. As a matter of policy, the Company does not use derivatives for trading or speculative purposes and does not offset derivative assets and liabilities.

As of December 31, 2013, the Company has designated certain interest rate cap derivative contracts as accounting hedges. The effective portion of changes in the fair value of these derivatives designated as cash flow hedging instruments is recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings in the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are reflected in earnings in the same period during which the hedged cash flow affects earnings.

There were no other derivative contracts that the Company has designated as accounting hedges in the current year or prior years presented. Changes in the fair value of derivatives not designated as hedging instruments are recognized directly in earnings in the consolidated statements of operations.

Fair Value Measurement

The financial assets and liabilities on the Company’s consolidated balance sheets that are required to be recorded at fair value on a recurring basis are assets and liabilities related to derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:


Level 1 —		Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 —		Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 —		Valuations based on inputs that are unobservable and significant to overall fair value measurement.

The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These amounts include fair value adjustments related to the Company’s own credit risk and counterparty credit risk. When such adjustments constitute more than 15% of the unadjusted fair value of derivative instruments for two successive quarters, the entire instrument is classified within Level 3 of the fair value hierarchy.

Property and Equipment

Property and equipment (including leasehold improvements) are recorded at the lower of cost or market value, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation

F-12

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

and amortization expense on the consolidated statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives of various property and equipment are as follows:


Capitalized software		3 to 10 years
Furniture, fixtures and equipment		3 to 7 years
Buildings		up to 30 years
Leasehold improvements		up to 20 years

Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis when such software is substantially ready for use. For the years ended December 31, 2013, 2012 and 2011, the Company amortized internal use software costs of $65 million, $89 million and $81 million, respectively, as a component of depreciation and amortization expense on the consolidated statements of operations.

Goodwill and Other Intangible Assets

The Company’s intangible assets with indefinite-lives comprise of Goodwill, Trademarks and Tradenames. These indefinite-lived intangible assets are not amortized, but rather are tested for impairment.

The Company’s amortizable intangible assets comprise of customer and vendor relationships acquired through business combinations and customer loyalty payments. The Company generally amortizes these intangible assets on a straight-line basis (unless another method is more appropriate) over their estimated useful lives of:


Acquired customer relationships			5 to 25 years
Customer loyalty payments			3 to 7 years (contract period)

Impairment of Long-Lived Assets

The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company may qualitatively assess impairment factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and if, as a result of qualitative assessment or if the Company determines quantitatively that the fair value of the reporting unit (determined utilizing estimated future discounted cash flows and assumptions that it believes marketplace participants would utilize) is less than its carrying value, the Company proceeds to assess impairment of goodwill. The level of impairment is assessed by allocating the total estimated fair value of the reporting unit to the fair value of the individual assets and liabilities of that reporting unit, as if that reporting unit is being acquired in a business combination. This results in the implied fair value of the goodwill, which if lower than the its carrying value results in impairment to the extent the carrying value of goodwill exceeds its implied fair value. Other indefinite-lived assets are tested for impairment by estimating their fair value utilizing estimated future discounted cash flows attributable to those assets and are written down to the estimated fair value where necessary. The Company uses comparative market multiples and other factors to corroborate the discounted cash flow results, if available.

The Company performs its annual impairment testing for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year subsequent to substantially completing its annual forecasting process or more frequently if circumstances indicate impairment may have occurred. The Company performed its annual impairment test during the fourth quarter of 2013 and did not identify any impairment.

F-13

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations.

The Company is required under US GAAP to review its investments in equity interests for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. The Company has an equity investment in Orbitz Worldwide that is evaluated quarterly for impairment. This analysis compares the market value of Orbitz Worldwide shares held by the Company to its carrying value. Factors that could lead to impairment of the investment in equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide. The Company may be required in the future to record a charge to earnings if its investment in equity of Orbitz Worldwide becomes impaired.

Equity Method Investments

The Company accounts for equity investments using the equity method of accounting if the investment gives the Company ability to exercise significant influence, but not control, over an investee. The Company’s share of equity investment in earnings (losses) are recorded in the Company’s consolidated statements of operations. Where the Company’s share of losses equals or exceeds the amount of investment plus advances made by the Company, the Company discontinues equity accounting and the investment is reported at $0.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of accumulated foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments related to foreign currency and interest rate hedge transactions designated in hedge relationships, unrealized actuarial gains and losses on defined benefit plans, and share of unrealized gains and losses of accumulated other comprehensive income (loss) of equity investments.

Foreign Currency

Foreign currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries. Assets and liabilities of foreign subsidiaries having non-US dollar functional currencies are translated at period end exchange rates. The gains and losses resulting from translating foreign currency financial statements into US dollars, net of hedging gains, hedging losses and taxes, are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in earnings as a component of selling, general and administrative expense, in the consolidated statements of operations. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component in the consolidated statements of cash flows.

Equity-Based Compensation

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”) and Travelport Worldwide Limited, a parent company indirectly owning 100% of the Company (“Worldwide”), provided for equity-based, long-term incentive programs for the purpose of retaining certain key employees. Under several plans within these programs, key employees are granted restricted equity units (“REUs”) and/or partnership interests in the Partnership and share options, restricted share units (“RSUs”) and/or shares in Worldwide.

F-14

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

The Company expenses all employee equity-based compensation over the relevant vesting period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The awards under equity-based compensation are classified as equity and included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets.

Pension and Other Post-Retirement Benefits

The Company sponsors a defined contribution savings plan, under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan are recognized, as a component of selling, general and administrative expense, in the Company’s consolidated statements of operations, as such costs are incurred.

The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company also maintains other post-retirement health and welfare benefit plans for certain eligible employees. The Company recognizes the funded status of its pension and other post-retirement defined benefit plans within other non-current assets, accrued expenses and other current liabilities, and other non-current liabilities on its consolidated balance sheets. The measurement date used to determine benefit obligations and the fair value of assets for all plans is December 31 of each year.

Pension and other post-retirement defined benefit costs are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions including expected return rates on plan assets, discount rates, employee turnover, healthcare costs and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different to expected return and from changes in the projected benefit obligation and these are deferred within accumulated other comprehensive income (loss), net of tax.

Recently Issued Accounting Pronouncements

Definition of a Public Business Entity

In December 2013, the Financial Accounting Standards Board (“FASB”) issued guidance on the definition of a public business entity as an addition to the master glossary.

This guidance is to be applied on a prospective basis to determine whether an entity would be within the scope of the Private Company Decision-Making Framework: a guide for evaluating financial accounting and reporting for private companies which aims to minimize the inconsistency and complexity of having multiple definitions of what constitutes, a non public entity and public entity within US GAAP. The Company does not anticipate an impact on the consolidated financial statements resulting from the adoption of this guidance.

Presentation of an Unrecognized Tax Benefit

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

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 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

F-15

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

2. Summary of Significant Accounting Policies (Continued)

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

This guidance is 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 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 31, 2012. The Company adopted the provisions of this guidance effective January 1, 2013, as required. There was no impact on the consolidated financial statements of the Company 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 and derivatives. This guidance requires disclosure of both gross and net information about both instruments and transactions eligible for offset in the balance sheet and transactions subject to an agreement similar to a master netting agreement. The Company adopted the provisions of this guidance effective January 1, 2013, as required. There was no impact on the consolidated 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. There was no impact on the consolidated financial statements of the Company resulting from the adoption of this guidance, apart from disclosure.

3. Income Taxes

The provision for income taxes consisted of:


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Current
US Federal		—			(2	)		—
US State		2			(2	)		—
Non-US		(21	)		(17	)		(23	)

		(19	)		(21	)		(23	)

Deferred
US Federal		3			(3	)		(3	)
Non-US		(2	)		(1	)		—

		1			(4	)		(3	)

Non-current
Liabilities for uncertain tax positions		(2	)		2			(3	)

Provision for income taxes		(20	)		(23	)		(29	)

F-16

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

3. Income Taxes (Continued)

Income (loss) from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide for US and non-US operations consisted of:


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
US		14			(59	)		46
Non-US		(197	)		(87	)		(133	)

Loss from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(183	)		(146	)		(87	)

Deferred income tax assets and liabilities were comprised of:


(in $ millions)	December 31, 2013			December 31, 2012
Deferred tax assets:
Accrued liabilities and deferred income		17			12
Allowance for doubtful accounts		4			3
NOL and tax credit carry forwards		293			202
Pension liability		24			62
Other assets		21			33
Less: Valuation allowance		(345	)		(302	)

Total deferred tax assets		14			10
Netted against deferred tax liabilities		(8	)		(2	)

Deferred tax assets recognized on the balance sheet		6			8

Deferred tax liabilities:
Accumulated depreciation and amortization		(44	)		(41	)
Other		(6	)		(6	)

Total deferred tax liabilities		(50	)		(47	)
Netted against deferred tax assets		8			2

Deferred tax liabilities recognized on the balance sheet		(42	)		(45	)

Net deferred tax liability		(36	)		(37	)

The Company believes that it is more likely than not that the benefit from certain US federal, US State and non-US NOL carry forwards and other deferred tax assets will not be realized. A valuation allowance of $345 million has been recorded against deferred tax assets as of December 31, 2013. If the assumptions change and it is determined that the Company is likely to realize the NOL, the reduction to the valuation allowance will be recognized as an income tax benefit. As of December 31, 2013, the Company had federal NOL carry forwards of approximately $179 million, which expire between 2030 and 2031, and other non-US NOL of $692 million that expire between three years and indefinitely.

Moreover, the ability of the Company to utilize its US NOL carry-forwards to reduce future taxable income is subject to various limitations under the Internal Revenue Code section 382 (“Section 382”). The utilization of such carry-forwards may be limited upon the occurrence of certain ownership changes, including the purchase or sale of stock by 5% shareholders and the offering of stock by the Company during any three-year period resulting

F-17

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

3. Income Taxes (Continued)

in an aggregate change of more than 50% in the beneficial ownership of the Company. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of a Company’s taxable income that can be offset by these carry-forwards.

As a result of the equity transaction that took place on April 15, 2013 (see Note 15), the Company determined that an ownership change has occurred under Section 382 and therefore, the ability to utilize its pre-ownership change NOL is subject to an annual Section 382 limitation. As of December 31, 2013, the Company does not anticipate this limitation will restrict or reduce the utilization of NOL; however, the Company continues to evaluate the potential impact of the Section 382 limitation. Further, the Company continues to track “owner shifts” in determining whether there are future ownership changes under Section 382.

As a result of certain realization requirements of accounting for equity-based compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2013 that arose directly from tax deductions related to equity-based compensation in excess of compensation recognized for financial reporting. Equity will be increased by $8 million if such deferred tax assets are ultimately realized. The Company uses ordering as prescribed under US GAAP for purposes of determining when excess tax benefits have been realized.

As of December 31, 2013, the Company did not record a provision for withholding tax on approximately $1,347 million of the excess of the amount for financial reporting over the tax basis of investments in subsidiaries that can be repatriated to Travelport Limited in a tax free manner. Additionally, as of December 31, 2013, the Company did not record a provision for withholding tax on approximately $48 million of the excess of the amount for financial reporting over the tax basis of investments in subsidiaries that are essentially permanent in duration. As of December 31, 2013, the Company has recorded a deferred tax liability of $1 million and $2 million relating to unremitted earnings of $35 million for its US subsidiaries and $10 million for its non-US subsidiaries, respectively, as those amounts are not considered to be permanent in duration.

The Company’s provision for income taxes differs from its tax benefit at the US Federal statutory rate of 35% as follows:


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Tax benefit at US federal statutory rate of 35%		64			51			30
Taxes on non-US operations at alternative rates		(12	)		(29	)		(55	)
Liability for uncertain tax positions		(2	)		2			(3	)
Change in valuation allowance		(66	)		(46	)		(1	)
Non-deductible expenses		(7	)		(4	)		(5	)
Adjustment in respect of prior years		3			5			3
State taxes		—			(2	)		—
Other		—			—			2

Provision for income taxes		(20	)		(23	)		(29	)

The Company is subject to income taxes in the US and numerous non-US jurisdictions. The Company’s provision for income taxes is likely to vary materially both from the benefit (provision) at the US federal statutory tax rate and from year to year. While within a period there may be discrete items that impact the Company’s provision for income taxes, the following items consistently have an impact: (i) the Company is subject to income tax in numerous non-US jurisdictions with varying tax rates, (ii) the Company’s earnings outside of the US are taxed at an effective rate that is lower than the US federal rate and at a relatively consistent level of charge, (iii) the

F-18

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

3. Income Taxes (Continued)

location of the Company’s debt in countries with no or low rates of federal tax results in limited tax benefit for interest and (iv) a valuation allowance is established against the deferred tax assets relating to the Company’s historical losses to the extent they are unlikely to be realized. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and tax positions where the ultimate tax determination is uncertain.

Although the Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities (or reduction of tax assets) representing estimated economic loss upon ultimate settlement for certain positions. The Company believes tax provisions are adequate for all open years, based on assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities.

With limited exceptions, the Company is no longer subject to US federal, state and local, or non-US income tax examinations by tax authorities for tax years before 1995. The Company has undertaken an analysis of material tax positions in its tax accruals for all open years and has identified all outstanding tax positions. The Company only expects a significant increase to unrecognized tax benefits within the next twelve months for the uncertain tax positions relating to certain interest exposures. The Company does not expect a significant reduction in the total amount of unrecognized tax benefits within the next twelve months as a result of payments. The total amount of unrecognized tax benefits (including interest and penalties thereon) that, if recognized, would affect the effective tax rate is $24 million, $23 million and $25 million as of December 31, 2013, 2012 and 2011, respectively.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


(in $ millions)	December 31, 2013			December 31, 2012			December 31, 2011
Unrecognized tax benefit — opening balance		23			25			57
Gross increases — tax positions in prior periods		8			6			—
Gross decreases — tax positions in prior periods		(5	)		(6	)		(3	)
Gross increases — tax positions in current period		1			—			6
Decrease related to lapsing of statute of limitations		(2	)		(2	)		—
Decrease due to disposals		—			—			(32	)
Settlements		(1	)		—			(3	)

Unrecognized tax benefit — ending balance		24			23			25

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. In 2013, 2012 and 2011, the Company accrued (released) approximately $2, $(1) million and $0, respectively, for interest and penalties. The total interest and penalties included in the ending balance of unrecognized tax benefits above was $6 million and $4 million as of December 31, 2013 and 2012, respectively. Included in the ending balance of unrecognized tax benefits was $1 million and $2 million as of December 31, 2013 and 2012, respectively, which is expected to be realized in the next twelve months due to lapsing of statute of limitations.

F-19

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

4. 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 statement of operations and consolidated statement of comprehensive income, respectively. The Company’s investment in Orbitz Worldwide has been diluted from its investment of approximately 46% to 45% in 2013, as a result of issuance of shares by Orbitz Worldwide under its equity incentive plan.

During the fourth quarter of the year ended December 31, 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 which 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 the 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 statement of operations.

As of December 31, 2013 and 2012, the carrying value of the Company’s investment in Orbitz Worldwide was $19 million and $0, respectively. The fair market value of the Company’s investment in Orbitz Worldwide as of December 31, 2013 was approximately $349 million.

Presented below are the summary balance sheets for Orbitz Worldwide as of December 31, 2013 and 2012:


(in $ millions)	December 31, 2013		December 31, 2012
Current assets		243		226
Non-current assets		865		608

Total assets		1,108		834

Current liabilities		558		473
Non-current liabilities		508		504

Total liabilities		1,066		977

As of December 31, 2013 and 2012, the Company had balances payable to Orbitz Worldwide of approximately $12 million and $5 million, respectively, which are included on the Company’s consolidated balance sheets within accrued expenses and other current liabilities.

F-20

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

4. Orbitz Worldwide (Continued)

Presented below are the summary results of operations for Orbitz Worldwide for the years ended December 31, 2013, 2012 and 2011:


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Net revenue		847			779			767
Operating expenses (excluding impairment)		782			720			712
Impairment of goodwill, intangible assets, property and equipment and other long-lived assets		3			321			50

Operating income (loss)		62			(262	)		5
Interest expense, net		(44	)		(37	)		(41	)
Loss on extinguishment of debt		(18	)		—			—
Other income		—			—			1

Loss before income taxes		—			(299	)		(35	)
Benefit from (provision for) income taxes		165			(3	)		(2	)

Net income (loss)		165			(302	)		(37	)

The Company has recorded earnings (losses) of $10 million, $(74) million and $(18) million related to its investment in Orbitz Worldwide for the years ended December 31, 2013, 2012 and 2011, respectively, within equity in earnings (losses) of investment in Orbitz Worldwide in the Company’s consolidated statements of operations.

Equity in earnings (losses) of investment in Orbitz Worldwide for the year ended December 31, 2013, 2012 and 2011 includes the Company’s share of a non-cash impairment charge related to goodwill, other intangible assets and other long-lived assets recorded by Orbitz Worldwide of $3 million, $321 million and $50 million, respectively.

Net revenue disclosed above includes approximately $76 million, $88 million and $104 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the years ended December 31, 2013, 2012 and 2011, respectively.

The Company has various commercial agreements with Orbitz Worldwide, and under those commercial agreements, it has earned approximately $7 million, $4 million and $2 million of revenue for each of the years ended December 31, 2013, 2012 and 2011, respectively, and recorded approximately $83 million, $92 million and $106 million of expense in the years ended December 31, 2013, 2012 and 2011, respectively. Furthermore, the Company has recorded approximately $3 million, $7 million and $6 million of interest income related to letters of credit issued by the Company on behalf of Orbitz Worldwide during the years ended December 31, 2013, 2012 and 2011, respectively.

F-21

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

5. Other Current Assets

Other current assets consisted of:


(in $ millions)	December 31, 2013		December 31, 2012
Restricted cash of subsidiaries		44		56
Sales and use tax receivables		30		48
Prepaid expenses		22		15
Prepaid incentives		20		18
Derivative assets		3		10
Assets held for sale		—		16
Other		15		7

		134		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.

In November 2013, the Company completed the sale of land and buildings held for sale for $17 million and recognized a gain of less than $1 million.

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 7).

6. Property and Equipment, Net

Property and equipment, net, consisted of:


	December 31, 2013							December 31, 2012
(in $ millions)	Cost		Accumulated depreciation			Net		Cost		Accumulated depreciation			Net
Capitalized software		650		(449	)		201		629		(386	)		243
Computer equipment		281		(139	)		142		274		(138	)		136
Building and leasehold improvements		17		(8	)		9		12		(7	)		5
Construction in progress		76		—			76		32		—			32

		1,024		(596	)		428		947		(531	)		416

As of December 31, 2013 and 2012, the Company had net capital lease assets of $104 million and $94 million, respectively, included within computer equipment. During the years ended December 31, 2013 and 2012, the Company invested $139 million and $155 million, respectively, in property and equipment, including capital lease additions. Additions in the year ended December 31, 2013 include upgrades to equipment as part of investment in the Company’s GDS information technology infrastructure.

The Company recorded depreciation expense of $126 million, $145 million and $139 million during the years ended December 31, 2013, 2012 and 2011, respectively.

The amount of interest on capital projects capitalized was $6 million and $3 million for the years ended December 31, 2013 and 2012, respectively.

F-22

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

7. Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2013 and December 31, 2013 are as follows:


( in $ millions)	January 1, 2013			Additions			Retirements			Foreign Exchange			December 31, 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	)		(80	)		—			—			(610	)

Acquired customer relationships, net		599			(80	)		—			—			519

Customer loyalty payments		274			98			(66	)		—			306
Accumulated amortization		(156	)		(63	)		66			(1	)		(154	)

Customer loyalty payments, net		118			35			—			(1	)		152

Other intangible assets, net		717			(45	)		—			(1	)		671


The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2012 and December 31, 2012 are as follows:
(in $ millions)	January 1, 2012			Additions			Retirements			Foreign Exchange			December 31, 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	)		(82	)		—			—			(530	)

Acquired customer relationships, net		681			(82	)		—			—			599

Customer loyalty payments		269			50			(45	)		—			274
Accumulated amortization		(140	)		(62	)		45			1			(156	)

Customer loyalty payments, net		129			(12	)		—			1			118

Other intangible assets, net		810			(94	)		—			1			717

The Company paid cash of $78 million and $47 million for customer loyalty payments during the years ended December 31, 2013 and 2012, respectively. Further, as of December 31, 2013 and 2012, the Company had a balance payable of $35 million and $15 million, respectively, for customer loyalty payments (see Note 9).

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 determinable contractual lives. Due to the contractual nature of the payments, the Company believes that such assets are more appropriately classified as intangible assets and, as a result, the Company has presented them

F-23

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

7. Intangible Assets (Continued)

within intangible assets with conforming changes to prior periods. As of December 31 2012, the Company included $50 million and $68 million net 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 $80 million, $82 million and $88 million for the years ended December 31, 2013, 2012 and 2011, respectively, and is included as a component of depreciation and amortization on the Company’s consolidated statements of operations.

Amortization expense for customer loyalty payments was $63 million, $62 million and $74 million for the years ended December 31, 2013, 2012 and 2011, respectively, and is included within revenue or cost of revenue in the Company’s consolidated statements of operations.

The Company expects amortization expense relating to acquired customer relationships and customer loyalty payments balances as of December 31, 2013 to be:


	Year Ending December 31,
(in $ millions)	Acquired Customer Relationships		Customer Loyalty Payments
2014		76		59
2015		68		39
2016		39		22
2017		42		14
2018		41		7

8. Other Non-Current Assets

Other non-current assets consisted of:


(in $ millions)	December 31, 2013		December 31, 2012
Deferred financing costs (see Note 10)		40		74
Supplier prepayments		24		33
Prepaid incentives		22		20
Pension assets		11		4
Derivative assets		8		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 7).

F-24

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:


(in $ millions)	December 31, 2013		December 31, 2012
Accrued commissions and incentives		253		211
Accrued payroll and related		80		71
Accrued interest expense		73		61
Customer prepayments		44		56
Deferred revenue		30		29
Accrued sponsor monitoring fees		26		32
Income tax payable		15		24
Derivative contracts		1		4
Pension and post-retirement benefit liabilities		1		2
Other		17		47

		540		537

Included in accrued commissions and incentives are $35 million and $15 million of accrued customer loyalty payments as of December 31, 2013 and 2012, respectively.

F-25

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

10. Long-Term Debt

Long-term debt consisted of:

(in $ millions)

Interest rate

Maturity ⁽¹⁾

December 31,
2013

December 31,
2012

Secured debt

Senior Secured Credit Agreement

Revolver borrowings

Dollar denominated ⁽²⁾

L+4 ¹ / ₄ %

June 2018

—

Term loans

Dollar denominated ⁽²⁾

L+5%

June 2019

1,525

—

Dollar denominated (refinanced in June 2013)

L+4 ³ / ₄ %

—

1,064

Euro denominated (refinanced in June 2013)

L+4 ³ / ₄ %

—

284

“Tranche S” (refinanced in June 2013)

L+4 ³ / ₄ %

—

137

2012 Secured Credit Agreement

Dollar denominated term loan ⁽³⁾

L+9 ¹ / ₂ %

—

171

Second Lien Credit Agreement

Tranche 1 dollar denominated term loan ⁽³⁾

L+8%

January 2016

644

—

Tranche 2 dollar denominated term loan ⁽⁴⁾

8 ³ / ₈ %

December 2016

234

—

Second Priority Secured Notes

Dollar denominated floating rate notes (refinanced in April 2013) ⁽⁵⁾

L+6%

—

225

Unsecured debt

Senior Notes

Dollar denominated floating rate notes (refinanced in April 2013)

L+4 ⁵ / ₈ %

—

122

Euro denominated floating rate notes (refinanced in April 2013)

L+4 ⁵ / ₈ %

—

201

Dollar denominated notes (refinanced in April 2013)

9 ⁷ / ₈ %

—

429

Dollar denominated notes (refinanced in April 2013)

—

250

Dollar denominated notes ⁽⁶⁾

13 ⁷ / ₈ %

March 2016

411

—

Dollar denominated floating rate notes ⁽⁷⁾

L+8 ⁵ / ₈ %

March 2016

188

—

Senior Subordinated Notes

Dollar denominated notes

11 ⁷ / ₈ %

September 2016

—

Dollar denominated notes

11 ⁷ / ₈ %

September 2016

247

Euro denominated notes

10 ⁷ / ₈ %

September 2016

192

184

Capital leases

107

Total debt

3,573

3,430

Less: current portion

Long-term debt

3,528

3,392

(1)

(2)	Minimum LIBOR floor of 1.25%

(3)	Minimum LIBOR floor of 1.5%

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

(5)	Payable in cash or payment-in-kind

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

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

F-26

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

10. Long-Term Debt (Continued)

The Company’s Senior Notes are unsecured senior obligations of the Company and are subordinated to all existing and future secured indebtedness of the Company but will be senior in right of payment to any existing and future subordinated indebtedness. The Company’s Senior Subordinated Notes are unsecured subordinated obligations of the Company and are subordinated in right of payment to all existing and future senior indebtedness and secured indebtedness of the Company.

2013

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 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 year ended December 31, 2013, $3 million was accreted into the outstanding loan amount and $2 million of debt discount was amortized.

•

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”), ultimate 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.

F-27

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

10. Long-Term Debt (Continued)

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 year ended December 31, 2013, the Company repaid $8 million as its quarterly repayment, and $3 million of debt discount was amortized.

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 year ended December 31, 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 December 31, 2013. The commitment fee on the revolving loans decreased from 300 basis points as at December 31, 2012 to 100 basis points as at December 31, 2013.

During the year ended December 31, 2013, the Company borrowed $73 million and repaid $93 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. The Company’s $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 December 31, 2013, $77 million of letters of credit were outstanding under the terms of the new facility, against which the Company had provided $79 million as cash collateral, and the Company had $60 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 The Blackstone Group (“Blackstone”), and the Company is no longer obligated to maintain or issue new letters of credit on behalf of Orbitz Worldwide. As of December 31, 2013, there were no letters of credit issued by the Company on behalf of Orbitz Worldwide, and all of the previously issued letters of credit were cancelled.

F-28

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

10. Long-Term Debt (Continued)

Foreign exchange fluctuations resulted in a $9 million increase in the principal amount of euro denominated loans during the year ended December 31, 2013.

Subsequent to the balance sheet date, $135 million of Senior Subordinated Notes were exchanged for common shares of Travelport Worldwide Limited (See Note 20 – Subsequent Events).

2012

On December 11, 2012, the Company amended and restated its then existing senior secured credit agreement pursuant to the Fifth Amended and Restated Credit Agreement which, among other things, (i) added additional guarantees and collateral from subsidiaries previously excluded from the collateral and guarantee requirements under the senior secured credit agreement, (ii) amended intercompany transaction restrictions and (iii) increased the interest rate payable to lenders by 25 basis points. In addition, at a future date and upon an additional increase of 50 basis points in the interest rate payable to lenders under the senior secured credit agreement, the Fifth Amendment and Restated Agreement (i) permitted the Company to issue additional junior secured debt; (ii) amended the change of control definition to permit holders of the Company’s Senior Notes, Senior Subordinated Notes and Second Priority Secured Notes, and holders of term loans issued by the Company’s direct parent holding company, Travelport Holdings Limited to acquire voting stock of Travelport Limited or any of its direct or indirect parents without triggering an event of default under the First Lien Credit Agreement and (iii) amended certain existing covenants. The amendments to the covenants included, but were not limited to: (a) a decrease in the minimum liquidity covenant to $45 million starting on September 30, 2013, (b) a delay in step-downs in the total leverage ratio covenant by four quarters commencing with the quarter ending September 30, 2013, (c) an increase in the general basket for investments to $35 million, and (d) permitted the Company to refinance the Second Priority Secured Notes which carried payment-in-kind interest with new junior secured indebtedness that paid cash interest.

The Company accounted for the amendment and restatement as a modification of debt.

As a result of the Fifth Amended and Restated Credit Agreement, (i) the interest rates on the Company’s euro and dollar denominated term loans due August 2015 increased from EURIBOR plus 4.5% and USLIBOR plus 4.5%, respectively to EURIBOR plus 4.75% and US LIBOR plus 4.75% respectively, (ii) the interest rates on the dollar denominated “Tranche S” term loans increased from USLIBOR plus 4.5% to USLIBOR plus 4.75%.

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

Proceeds from the term loans under 2012 Secured Credit Agreement were used to repay in full $41 million of euro denominated terms loans due August 2013, $121 million of dollar denominated term loans due August 2013 and $3 million of dollar denominated term loans due August 2015.

Foreign exchange fluctuations resulted in a $6 million increase in the principal amount of secured euro denominated long-term loans during the year ended December 31, 2012.

During the year ended December 31, 2012, $14 million of interest was capitalized into the Second Priority Secured Notes.

F-29

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

10. Long-Term Debt (Continued)

During the year ended December 31, 2012, the Company borrowed $80 million and repaid $95 million under the revolving credit facility. At December 31, 2012, the Company had outstanding borrowings to external lenders of $20 million under the revolving credit facility, with remaining external borrowing capacity of $98 million.

The interest rate on the revolving loans increased from LIBOR plus 4.5% to LIBOR plus 4.75% pursuant to Fifth Amended and Restated Credit Agreement.

The Company’s dollar denominated floating rate Senior Notes bore interest at a rate equal to USLIBOR plus 4 ⁵ / ₈ %. The Company’s euro denominated floating rate Senior Notes bore interest at a rate equal to EURIBOR plus 4 ⁵ / ₈ %.

During the year ended December 31, 2012, the Company repurchased $14 million of 9 ⁷ / ₈ % dollar denominated Senior Notes, $11 million of euro denominated floating rate Senior Notes and $1 million of dollar denominated floating rate Senior Notes for $20 million of cash, resulting in a gain of $6 million.

Foreign exchange fluctuations resulted in a $5 million increase in the principal amount of unsecured euro denominated long-term debt during the year ended December 31, 2012.

Capital Leases

During 2013, the Company repaid $20 million under its capital lease obligations, terminated $1 million of capital leases and entered into $32 million of new capital leases for information technology assets. During 2012, the Company repaid $16 million under its capital lease obligations, terminated $14 million of capital leases and entered into $63 million of new capital leases for information technology assets.

Debt Maturities

Aggregate maturities of debt as of December 31, 2013 are as follows:


(in $ millions)	Year Ending December 31, ⁽²⁾
2014		45
2015		43
2016		1,978
2017		33
2018		18
Thereafter ⁽¹⁾		1,456

		3,573

(1)

(2)

The above table excludes (i) $70 million of payment-in-kind interest and $10 million of repayment fees for the Tranche 2 Loans and Senior Notes, of which $6 million of payment-in-kind interest has been accrued within other non-current liabilities as of December 31, 2013 and (ii) $26 million of debt discount on term loans under the Sixth Amendment and Restated Credit Agreement and Second Lien Credit Agreement.

F-30

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

10. Long-Term Debt (Continued)

Debt Finance Costs

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


(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Balance as of January 1		74			98			37
Capitalization of debt finance costs		29			13			84
Amortization		(24	)		(37	)		(23	)
Written-off as loss on extinguishment		(39	)		—			—

Balance as of December 31		40			74			98

During the year ended December 31, 2013, the Company 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 statements of operations in connection with the refinancing in the second quarter of 2013.

Amortization of debt finance costs during 2012 includes $5 million of debt finance costs written off due to early repayment of term loans in May 2012. In December 2012, the Company also incurred $7 million of debt finance costs which were recorded directly in the consolidated statements of operations in connection with amendments made to the senior secured credit agreement.

In September 2011, the Company incurred $16 million of debt finance costs which were recorded directly in the consolidated statements of operations in connection with the credit agreement amendments and the second lien debt.

Debt Covenants and Guarantees

The Company’s Sixth Amendment and Restated Credit Agreement, Second Lien Credit Agreement and the Indentures contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness or issue preferred stock; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans or advances; repay subordinated indebtedness (including the Company’s Senior Subordinated Notes); make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the Company’s subordinated indebtedness (including the Company’s Senior Subordinated Notes); change the Company’s lines of business; and change the status of the Company as a passive holding company.

In addition, under the Sixth Amendment and Restated Credit Agreement, the Company is required to operate within a maximum total leverage ratio and a senior secured leverage ratio and to maintain a minimum cash balance at the end of every fiscal quarter. The Sixth Amendment and Restated Credit Agreement, Second Lien Credit Agreement and Indentures also contain certain customary affirmative covenants and events of default. As of December 31, 2013, the Company was in compliance with all restrictive and financial covenants related to its long-term debt.

F-31

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

11. 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.

As of December 31, 2013, the Company had a net asset position of $10 million related to derivative instruments associated with its euro denominated and floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

Interest Rate Risk

The primary interest rate exposure as of December 31, 2013 was to interest rate fluctuations in the United States, specifically the impact of USLIBOR interest rates on dollar denominated variable rate borrowings. During 2013 and in previous years, the Company was also exposed to interest rate exposure due to the impact of EURIBOR interest rates on its euro denominated variable rate debt. In previous years and during part of 2013, the Company used interest rate swap derivative contracts, to economically hedge the exposure to fluctuations in the interest rate risk by creating an appropriate mix of fixed and floating rate debt. These derivative instruments were not considered as accounting hedges and changes in the fair value of these derivatives were recorded in consolidated statement of operations when they occurred. In 2011 and in previous periods the Company also used cross currency swaps as the derivative financial instruments in these hedging strategies. The Company did not designate these interest rate and cross currency swaps as accounting hedges. Fluctuations in the value of these contracts were recorded within the Company’s consolidated statements of operations, which were largely offset by the impact of the changes in the value of the underlying risk they were intended to economically hedge.

In August 2013, the Company’s interest rate swap derivative contracts expired and it entered into interest rate cap derivative contracts to cap the maximum USLIBOR rate to which the Company may be exposed 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 statements of operations.

Foreign Currency Risk

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

With the comprehensive refinancing during the year 2013 and the repayment of euro denominated debt, the Company has lower foreign exchange risk related to its euro denominated debt compared to prior years.

Credit Risk and Exposure

The Company is exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties. The Company mitigates counterparty credit risk associated with its

F-32

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

11. Financial Instruments (Continued)

derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. As of December 31, 2013, there were no significant concentrations of counterparty credit risk with any individual counterparty or group of counterparties for derivative contracts.

Fair Value Disclosures for Derivative Instruments

The Company’s financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy and were all categorized as Level 2 — Significant Other Observable Inputs as of December 31, 2013 and as Level 3 — Significant Unobservable Inputs as of December 31, 2012. See Note 2 — Summary of Significant Accounting Policies, for a discussion of the Company’s policies regarding this hierarchy.

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

The Company reviews the fair value hierarchy classification for financial assets and liabilities at the end of each quarter. Changes in significant unobservable valuation inputs may trigger reclassification of financial assets and liabilities between fair value hierarchy levels. As of December 31, 2013, credit risk fair value adjustments constituted less than 15% of the unadjusted fair value of derivative instruments. In instances where Credit Valuation Adjustment (“CVA”) comprises 15% or more of the unadjusted fair value of the derivative instrument for two consecutive quarters the Company’s policy is to categorize the derivative as Level 3 of the fair value hierarchy. As the CVA applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. Transfers into and out of Level 3 of the fair value hierarchy are recognized at the end of each quarter when such categorization takes place.

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


		Fair Value Asset					Fair Valve (Liability)
(in $ millions)	Balance Sheet Location	December 31, 2013		December 31, 2012		Balance Sheet Location	December 31, 2013			December 31, 2012
Derivatives designated as hedging instruments:
Interest rate caps	Other non-current assets		8		—	Accrued expenses and other 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		3		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)			11		15			(1	)		(4	)

F-33

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

11. Financial Instruments (Continued)

As of December 31, 2013, the notional amounts of the above derivative contracts were as follows:


(in $ millions)	Amount
Interest rate caps		2,330
Foreign currency options		219
Foreign currency forwards		158

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

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the year ended December 31, 2013.


(in $ millions)	Amount
Net derivative asset as of January 1, 2013		11
Loss for the period included in net loss		(7	)
Loss for the period included in other comprehensive income (loss)		(4	)
Premium paid for interest rate cap derivative contracts		12
Proceeds from settlement of foreign currency derivative contracts hedging debt instruments, net		(3	)
Settlement of foreign currency derivative contracts and interest rate swaps, net		4
Termination of foreign currency derivative contracts (settlement pending)		(3	)

Net derivative asset as of December 31, 2013		10

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 Company paid $51 million and received $9 million in cash on settlement of foreign currency derivative contracts during the year ended December 31, 2012. The Company received $34 million in cash on settlement of foreign currency derivative contracts during the year ended December 31, 2011.

The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 2%, and a recovery rate of 20%, which are applied to the Company’s credit default swap adjustments. 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 December 31, 2013.

F-34

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

11. Financial Instruments (Continued)

The table below presents the impact that changes in fair values of derivatives designated as hedges had on accumulated other comprehensive income (loss) and income (loss) during the year and the impact derivatives not designated as hedges had on income (loss) during that year.


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)								Amount of Gain (Loss) Recorded into Income (Loss)
	Year Ended December 31,							Location of Gain (Loss) Recorded in Income (Loss)	Year Ended December 31,
(in $ millions)	2013			2012		2011		Location of Gain (Loss) Recorded in Income (Loss)	2013			2012			2011
Derivatives designated as hedging instruments:
Interest rate caps		(4	)		—		—	Interest expense, net		—			—			—
Interest rate swaps		—			—		—	Interest expense, net		—			—			(9	)
Derivatives not designated as hedging instruments:
Interest rate swaps								Interest expense, net		(3	)		(4	)		(4	)
Foreign exchange impact of cross currency swaps								Selling, general and administrative		—			—			14
Foreign currency contracts								Selling, general and administrative		(4	)		—			(16	)

										(7	)		(4	)		(15	)

The table above includes (i) unrealized losses on interest rate caps held as of December 31, 2013, amounting to $4 million for the year ended December 31, 2013, and (ii) unrealized loss on foreign currency derivative contracts of $0 for the year ended December 31, 2013.

During 2010, the Company de-designated as hedges certain of its derivative contracts. The total loss in relation to these contracts of $9 million as of December 31, 2010 and included within accumulated other comprehensive income (loss) was recorded in income (loss) in the Company’s consolidated statement of operations over the year through December 31, 2011, in line with the hedged transactions affecting earnings.

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:


			December 31, 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		19			349			—			133
Derivative assets		Level 2		11			11			15			15
Derivative liabilities		Level 2		(1	)		(1	)		(4	)		(4	)
Total debt		Level 2		(3,573	)		(3,693	)		(3,430	)		(2,899	)

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

F-35

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

11. Financial Instruments (Continued)

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

12. Other Non-Current Liabilities

Other non-current liabilities consisted of:


(in $ millions)	December 31, 2013		December 31, 2012
Pension and post-retirement benefit liabilities		75		176
Income tax payable		23		23
Other		74		75

		172		274

13. Employee Benefit Plans

Defined Contribution Savings Plan

The Company sponsors a US defined contribution savings plan that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by the plan. The Company’s contributions to this plan were approximately $15 million, $10 million and $10 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Defined Benefit Pension and Other Post-Retirement Benefit Plans

The Company sponsors domestic non-contributory defined benefit pension plans, which cover certain eligible employees. The majority of the employees participating in these plans are no longer accruing benefits. Additionally, the Company sponsors contributory defined benefit pension plans in certain foreign subsidiaries with participation in the plans at the employee’s option. Under both the US domestic and foreign plans, benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. As of December 31, 2013 and 2012, the aggregate accumulated benefit obligations of these plans were $581 million and $663 million, respectively.

The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, plus such additional amounts the Company determines to be appropriate. The Company also maintains other post-retirement health and welfare benefit plans for eligible employees of certain domestic subsidiaries.

The Company sponsors several defined benefit pension plans for certain employees located outside the United States. The aggregate benefit obligation for these plans was $81 million and $76 million as of December 31, 2013 and 2012, respectively, and the aggregate fair value of plan assets was $91 million and $79 million for December 31, 2013 and 2012, respectively.

F-36

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

13. Employee Benefit Plans (Continued)

The Company uses a December 31 measurement date for its defined benefit pension and other post-retirement benefit plans. For such plans, the following tables provide a statement of funded status as of December 31, 2013 and 2012, and summaries of the changes in the benefit obligation and fair value of assets for the years then ended:


	Defined Benefit Pension Plans
(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012
Benefit obligation, beginning of year		663			614
Interest cost		24			25
Actuarial (gain) loss		(83	)		44
Benefits paid		(24	)		(24	)
Currency translation adjustment		1			4

Benefit obligation, end of year		581			663

Fair value of plan assets, beginning of year		497			440
Return on plan assets		46			51
Employer contribution		3			26
Benefits paid		(24	)		(24	)
Currency translation adjustment		1			4

Fair value of plan assets, end of year		523			497

Funded status		(58	)		(166	)

The amount included in accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic benefit expense relating to unrecognized actuarial losses was $78 million and $184 million as of December 31, 2013 and 2012, respectively.


	Post-Retirement Benefit Plans
(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012
Benefit obligation, beginning of year		8			9
Actuarial gains		(1	)		—
Benefits paid		—			(1	)

Benefits obligation, end of year		7			8

Fair value of plan assets, beginning of year		—			—
Employer contribution		—			1
Benefits paid		—			(1	)

Fair value of plan assets, end of year		—			—

Funded status		(7	)		(8	)

The amount included in accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic post-retirement benefit expense relating to unrecognized actuarial gains was $3 million and $2 million as of December 31, 2013 and 2012, respectively.

F-37

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

13. Employee Benefit Plans (Continued)

The following table provides the components of net periodic benefit cost for the respective years:


	Defined Benefit Pension Plans
(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Interest cost		24			25			27
Expected return on plan assets		(34	)		(31	)		(31	)
Recognized net actuarial loss		14			13			5

Net periodic benefit cost		4			7			1


	Post-Retirement Benefit Plans
(in $ millions)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
Interest cost		—			—			1
Amortization of prior service cost		—			—			(4	)
Recognized net actuarial gain		(1	)		(4	)		(1	)

Net periodic benefit gain		(1	)		(4	)		(4	)

The Company has utilized the following weighted average assumptions to measure the benefit obligation for the defined benefit pension plans and post-retirement benefit plans as of December 31, 2013 and 2012:


	December 31, 2013			December 31, 2012
Defined Benefit Pension Plans
Discount rate		4.8	%		3.6	%
Expected long-term return on plan assets		7.0	%		7.2	%
Post-Retirement Benefit Plans
Discount rate		5.3	%		3.8	%

The weighted average expected long-term return on plan assets is based on a number of factors including historic plan asset returns over varying long-term periods, long-term capital markets forecasts, expected asset allocations, risk premiums for respective asset classes, expected inflation and other factors. The Company’s post-retirement benefit plans use an assumed health care cost trend rate of approximately 9% for 2013 reduced over eight years until a rate of 5% is achieved. The effect of a one-percentage point change in the assumed health care cost trend would not have a material impact on the net periodic benefit costs or the accumulated benefit obligations of the Company’s health and welfare plans.

The Company seeks to produce a return on investment for the plans which is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market conditions. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the assistance of independent diversified professional investment management organizations. The assets and investment strategy of the Company’s UK based defined plans are managed by an independent custodian. The Company’s investment strategy for its US defined benefit plan is to achieve a return sufficient to meet the expected near-term retirement benefits payable under the plan when considered along with the minimum funding requirements. The target allocation of plan assets is 50% in equity securities, 42% in fixed income securities and 8% to all other types of investments.

F-38

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

13. Employee Benefit Plans (Continued)

The fair values of the Company’s pension plan assets by asset category as of December 31, 2013 are as follows:


	Pension Plan Assets
($ in millions)	Level 1		Level 2		Total
Common & commingled trust funds ⁽¹⁾		—		414		414
Mutual funds ⁽²⁾		98		—		98
Cash equivalents ⁽³⁾		11		—		11

Total		109		414		523

The fair values of the Company’s pension plan assets by asset category as of December 31, 2012 are as follows:


	Pension Plan Assets
($ in millions)	Level 1		Level 2		Total
Common & commingled trust funds ⁽¹⁾		—		438		438
Mutual funds ⁽²⁾		47		—		47
Cash equivalents ⁽³⁾		12		—		12

Total		59		438		497

(1)	The underlying investments held in common & commingled trust funds are actively managed equity securities and fixed income investment vehicles that are valued at the net asset value per share provided by the fund administrator multiplied by the number of units held as of the measurement date.

(2)	Values of units are based on the closing price reported on the major market on which the investments are traded and provided by the fund administrator.

(3)	Cash equivalents comprise of money market funds.

The Company’s contributions to its defined benefit pension and post-retirement benefit plans are estimated to aggregate $6 million in 2014 as compared to actual contribution of $3 million in 2013. The increase in estimated contributions is as a result of a change in US pension funding regulations.

The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows:


(in $ millions)	Defined Benefit Pension Plans		Post-Retirement Benefit Plans
2014		29		—
2015		32		—
2016		34		—
2017		37		1
2018		42		1
Five years thereafter		299		1

F-39

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

14. Commitments and Contingencies

Commitments

Leases

The Company is committed to making rental payments under non-cancellable operating leases covering various facilities and equipment. Future minimum lease payments required under non-cancellable operating leases as of December 31, 2013 are as follows:


(in $ millions)	Amount
2014		13
2015		10
2016		8
2017		6
2018		5
Thereafter		19

		61

During the years ended December 31, 2013, 2012 and 2011, the Company incurred total rental expenses of $18 million, $18 million and $19 million, respectively, primarily related to leases of office facilities.

Commitments under capital leases amounted to $107 million as of December 31, 2013, primarily related to information technology equipment.

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 December 31, 2013, the Company had approximately $126 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $46 million relates to the twelve months ending December 31, 2014. These purchase obligations extend through 2017.

Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although the Company believes its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period.

On March 12, 2013, the Company entered into an agreement to resolve its outstanding litigation with American Airlines and entered into a new long-term distribution agreement. This agreement 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.

F-40

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

14. Commitments and Contingencies (Continued)

Standard Guarantees/Indemnification

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

15. Equity

Description of Capital Stock

The Company has authorized share capital of $12,000 and has issued 12,000 shares, with a par value of $1 per share. The share capital of the Company is divided into shares of a single class the holders of which, subject to the provisions of the bye-laws, are (i) entitled to one vote per share, (ii) entitled to such dividends as the Board may from time to time declare, (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitled to the surplus assets of the Company, and (iv) generally entitled to enjoy all of the rights attaching to shares.

The Board may, subject to the bye-laws and in accordance with Bermudan legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such dividend may be paid in cash and/or in kind and is subject to limitations under the Company’s debt agreements. No unpaid dividend bears interest. The Board may elect any date as the record date for determining the shareholders entitled to receive any dividend.

The Board may declare and make such other distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution bears interest.

Shareholders’ Agreement

In October 2011, in connection with the restructuring of senior unsecured payment-in-kind (“PIK”) term loans, issued by the Company’s direct parent holding Company, Travelport Holdings Limited (the “Restructuring”), the PIK term loans lenders (the “New Shareholders”) received as partial consideration for the Restructuring, their pro-rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide Limited the Company’s indirect parent Company (“Travelport Worldwide”). In April 2013 the remaining outstanding PIK term loans of Travelport Holdings Limited were exchanged for additional equity in Travelport Worldwide and unsecured debt in Travelport Limited. As of December 31, 2013 the New Shareholders own approximately 71% of Travelport Worldwide.

F-41

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

15. Equity (Continued)

The Shareholders’ Agreement, among other things: (i) allows the New Shareholders to appoint two directors to the Company’s board of directors, as well as the boards of directors of Holdings and Worldwide, subject to certain conditions; (ii) restricts the Company’s ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend the Company’s organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Worldwide to obtain additional information about the Company and certain of its parent companies.

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 10).

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.

On September 30, 2011, the Company made a distribution to Travelport Holdings of $297 million, comprising $89 million of cash and $208 million of second lien term loans, which were converted to Second Priority Secured Notes during the year ended December 31, 2012.

Accumulated Other Comprehensive Income (Loss)

Other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss), but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity (deficit), net of tax. Accumulated other comprehensive income (loss), net of tax, consisted of:


(in $ millions)	Currency Translation Adjustments			Unrealized Gain (Loss) on Equity Investments			Unrealized Gain (Loss) on Cash Flow Hedges			Unrecognized Actuarial Gain (Loss) on Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2011		73			(4	)		(9	)		(69	)		(9	)
Activity during period, net of tax of $(2) ⁽¹⁾		(81	)		6			9			(101	)		(167	)

Balance as of December 31, 2011		(8	)		2			—			(170	)		(176	)
Activity during period, net of tax of $1 ⁽¹⁾		3			(3	)		—			(13	)		(13	)

Balance as of December 31, 2012		(5	)		(1	)		—			(183	)		(189	)
Activity during period, net of tax of $2 ⁽¹⁾		(5	)		9			(4	)		107			107

Balance as of December 31, 2013		(10	)		8			(4	)		(76	)		(82	)

(1)	The tax impact relates to unrecognized actuarial gain (loss) on defined benefit plans. For all other components of accumulated other comprehensive income (loss), the tax impact was $0 million for each of the years ended December 31, 2013, 2012 and 2011.

F-42

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

16. Equity-Based Compensation

Worldwide Equity Plan

Travelport Worldwide Limited (“Worldwide”) is the ultimate parent company indirectly owning 100% of the Company. In December 2011, Worldwide 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 (“RSUs”) in Worldwide. Under this plan, the Board of Directors of Worldwide authorized the grant of 2.6 million shares and 0.8 million RSUs in Worldwide to the key employees of the Company. All of the shares and RSUs were recognized as granted for accounting purposes, with the shares vesting immediately and the RSUs vesting on January 1, 2014, dependent on continued service. The grant date fair value of each award under the 2011 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 year ended December 31, 2013, the Board of Directors of Worldwide introduced an 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.

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. As the performance conditions have not been communicated only 2 million options which have time-based vesting have been considered as granted for accounting purposes. 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 December 31, 2013.

F-43

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

16. Equity-Based Compensation (Continued)

The activity of the Company’s RSUs and stock options for the years ended December 31, 2013, 2012 and 2011 are presented below:


	Shares					Restricted Share Units					Options
(in millions, except per share, RSU or stock option 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
Granted at fair market value		2.6			$1.85		0.8			$1.85		—		—
Net share settlement ⁽¹⁾		(0.7	)		$1.85		—			—		—		—

Balance as of December 31, 2011		1.9			$1.85		0.8			$1.85		—		—
Vesting of restricted share units		0.2			$1.85		(0.2	)		$1.85		—		—
Net share settlement ⁽²⁾		(0.5	)		$1.85		—			—		—		—
Forfeited		—			—		(0.1	)		$1.85		—		—

Balance as of December 31, 2012		1.6			$1.85		0.5			$1.85		—		—
Granted at fair market value		—			—		50.8			$0.37		2.0		$0.12
Forfeited/cancelled		—			—		(1.2	)		$0.37		—		—
Vesting of restricted share units		8.3			$0.37		(8.3	)		$0.37		—		—
Net share settlement ⁽³⁾		(3.5	)		$0.37		—			—		—		—

Balance as of December 31, 2013		6.4			$1.45		41.8			$0.39		2.0		$0.12

(1)	The Company completed net share settlements for 0.7 million shares in Worldwide in connection with employee taxable income created upon issuance of shares. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

(2)	The Company completed net share settlements for 0.5 million Worldwide shares in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

(3)	The Company completed net share settlements for 3.5 million Worldwide shares in connection with employee taxable income created upon issuance. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of shares.

Partnership Restricted Equity Units – Class A-2 Units

TDS Investor (Cayman) L.P., the partnership which prior to the 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 of the Company. Under this program, key employees of the Company were granted restricted equity units (“REUs”) and profit interests in the Partnership, where by REUs convert to Class A-2 units pursuant to the terms of the plan. 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.

During 2013, the Board of Directors of the Partnership approved a grant of all the remaining outstanding authorized REUs in the Partnership under the plans, all of which vested during the year. As of December 31, 2013, none of the REUs remained outstanding or authorized for grant. All REUs either vested and were converted to Class A-2 units or have been cancelled and are no longer available for further grant.

F-44

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

16. Equity-Based Compensation (Continued)

The activity of the Company’s REUs for the years ended December 31, 2013, 2012 and 2011 is presented below:


	Restricted Equity Units (Class A-2 Units)
(in millions, except per REU fair value)	Number of shares			Weighted Average grant date fair value
Balance as of January 1, 2011		99.5			$2.20
Granted at fair market value ⁽¹⁾		1.7			$0.47
Net share settlement ⁽²⁾		(2.2	)		$0.88
Forfeited		(6.0	)		$1.12

Balance as of December 31, 2011		93.0			$2.27
Granted at fair market value ⁽³⁾		11.2			$0.11
Vesting of restricted share units		—			—
Net share settlement ⁽⁴⁾		(1.9	)		$0.11
Forfeited		(0.1	)		$0.11

Balance as of December 31, 2012		102.2			$2.08
Granted at fair market value ⁽⁵⁾		18.0			$0.06
Net share settlement ⁽⁶⁾		(11.7	)		$0.06
Forfeited		(0.7	)		$0.06

Balance as of December 31, 2013		107.8			$1.97

(1)	Consists of accelerated vesting of 1.6 million REUs under the 2009 Travelport Long-Term Incentive Plan with a fair value of $0.47 per unit and 0.1 million REUs under the 2010 Travelport Long-Term Incentive Plan due to the sale of the GTA business in May 2011.

(2)

The Company completed net share settlements for 2.2 million Partnership REUs in connection with employee taxable income created upon issuance of Class A-2 interests. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of REUs / Class A-2 interests.

(3)

Consists of (i) 8.6 million REUs under the 2009 Travelport Long-Term Incentive Plan, with immediate vesting, (ii) 2.5 million REUs under the 2010 Travelport Long-Term Incentive Plan, that vested on August 1, 2012, and (iii) 0.1 million REUs under the 2011 Travelport Long-Term Incentive Plan, that vested on August 1, 2012.

(4)

The Company completed net share settlements for 1.9 million Partnership REUs in connection with employees taxable income created upon issuance of Class A-2 interests. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of REUs / Class A-2 interests.

(5)

Consists of grant of 2.6 million REUs under the 2009 Travelport Long-Term Incentive Plan, 3.8 million REUs under the 2010 Travelport Long-Term Incentive Plan, 0.3 million REUs under the 2011 Travelport Long-Term Incentive Plan, all of which vested in 2013 and a grant and immediate vesting of 11.3 million of Class A-2 interests, all with a fair value of $0.06 per unit.

(6)

The Company completed net share settlements for 11.7 million Partnership REUs in connection with employee taxable income created upon issuance of Class A-2 interests. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of REUs/Class A-2 interests.

F-45

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

16. Equity-Based Compensation (Continued)

The table below sets out the equity-based compensation expense recognized in the consolidated financial statements:


(in $ millions)	Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 31, 2011
REUs		1		1		1
RSUs / Shares		5		1		5
Stock options*		—		—		—

Total equity-based compensation expense		6		2		6

*	Compensation expense for the year ended December 31, 2013 is less than $1 million

Compensation expense for the years ended December 31, 2013, 2012 and 2011 resulted in a credit to equity (deficit) on the Company’s consolidated balance sheet of $6 million, $2 million and $6 million, respectively, which was offset by a decrease of approximately $1 million, $1 million and $3 million, respectively, due to net share settlements as the cash payment of the taxes was effectively a repurchase of previously granted equity awards.

The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of December 31, 2013 will be approximately $15 million based on the fair value of the RSUs and the stock options on the grant date.

17. Segment Information

The US GAAP measures which management and the Chief Operating Decision Maker (the “CODM”) use to evaluate the performance of the Company are net revenue and EBITDA, which is defined as income (loss) from continuing operations before equity in earnings (losses) of investment in Orbitz Worldwide, interest expense, gain (loss) on extinguishment of debt, income taxes, and depreciation and amortization, each of which is presented in the Company’s consolidated statements of operations.

Although not presented here, the CODM also evaluates performance based on Adjusted EBITDA, which is net income adjusted for depreciation and amortization, interest, income taxes, gain (loss) on extinguishment of debt, equity in earnings (losses) of investment in Orbitz Worldwide and excludes items management and the CODM view as outside the normal course of operations such as, costs associated with Travelport’s restructuring efforts, amortization of customer loyalty payments, non-cash equity-based compensation, litigation and related costs, and foreign currency gains (losses) on euro denominated debt and earnings hedges. Such adjustements are also excluded under Travelports’ debt covenants.

Reportable segments are determined based on the financial information which is available and utilized on a regular basis by the Company’s management and CODM to assess financial performance and to allocate resources. After the sale of the GTA business during the year ended December 31, 2011, the Company has one reportable segment.

F-46

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

17. Segment Information (Continued)

The Company maintains operations in the United States, United Kingdom and other international territories. The geographic segment information provided below is classified based on geographic location of the Company’s subsidiaries:


(in $ millions)	United States		United Kingdom		All Other Countries		Total
Net Revenue
Year ended December 31, 2013		772		162		1,142		2,076
Year ended December 31, 2012		795		155		1,052		2,002
Year ended December 31, 2011		873		152		1,010		2,035
Long-Lived Assets (excluding financial instruments and deferred tax assets)
As of December 31, 2013		1,478		39		1,092		2,609
As of December 31, 2012		1,630		31		1,054		2,715
As of December 31, 2011		1,753		42		1,115		2,910

Net revenue by country is determined by the location code for the segment booking for transaction processing revenue and the domicile of the legal entity receiving the revenue for Airline IT Solutions revenue.

18. Related Party Transactions

Transactions with Entities Related to Owners

Prior to comprehensive refinancing in April 2013, Blackstone was the ultimate controlling shareholder in the Company. Subsequent to the comprehensive refinancing, Blackstone continues to be a principal shareholder of the Company. Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. The Company has entered into commercial transactions on an arms-length basis in the ordinary course of business with these companies, including the sale and purchase of goods and services. For example, prior to comprehensive refinancing in 2013 and during the year ended December 31, 2012, the Company recorded revenue of approximately $9 million and $23 million, respectively, from Hilton Hotels Corporation and $3 million and $9 million, respectively, from Wyndham Hotel Group, (both Hilton Hotels Corporation and Wyndham Hotel Group being Blackstone portfolio companies) in connection with GDS booking fees received. Other than as described herein, none of these transactions or arrangements is of great enough value to be considered material.

During 2013 and 2012, the Company paid approximately $7 million and $2 million, respectively, to an affiliate of Blackstone for advisory and consulting services incurred in relation to refinancing transactions.

In December 2007, the Company received a notice from Blackstone and Technology Crossover Ventures (“TCV”) electing to receive, in lieu of annual monitoring fee payments, a lump sum advisory fee in consideration of the termination of the appointment of Blackstone and TCV to render services pursuant to the Transaction and Monitoring Fee Agreement (“TMFA”) as of the date of such notice. The Company recorded this fee as an expense in the Company’s consolidated statement of operations in 2007.

On May 8, 2008, the Company entered into a new TMFA with an affiliate of Blackstone and an affiliate of TCV, pursuant to which Blackstone and TCV render monitoring, advisory and consulting services to the Company. In 2011, 2012 and 2013, the Company made payments of approximately $5 million, $5 million and $6 million, respectively, under the new TMFA. Pursuant to the terms of the new agreement, the payments made in 2011 were credited against the advisory fee previously accrued in 2007. Future payments for monitoring, advisory and consulting services under this agreement will also be credited against this accrued advisory fee. In March 2013, in connection with the comprehensive refinancing, Blackstone and TCV agreed to a one-third

F-47

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

18. Related Party Transactions (Continued)

reduction in the amount of fees that would be otherwise be payable under TMFA, and the Company has no obligation to pay the advisory fee, in each case, until the Company’s outstanding indebtedness under the Second Lien Credit Agreement is repaid, refinanced or extended. As of December 31, 2011, 2012 and 2013, the outstanding advisory fee payable was $37 million, $32 million and $26 million, respectively.

Transactions with Orbitz Worldwide

During the years ended December 31, 2013, 2012 and 2011, the Company had transactions and balances with Orbitz Worldwide. These are presented in Note 4.

19. Discontinued Operations

On May 5, 2011, the Company completed the sale of the GTA business to Kuoni and realized a gain of $312 million, net of tax in 2011. The results of operations of the GTA business are presented as discontinued operations in the Company’s consolidated statements of operations and consolidated statements of cash flows.

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


(in $ millions)	Year Ended December 31, 2013		Year Ended December 31, 2012		From January 1, 2011 to May 5, 2011
Net revenue		—		—		76
Operating expenses		—		—		86

Operating loss before income taxes		—		—		(10	)
Benefit for income taxes		—		—		4

Loss from discontinued operations, net of tax		—		—		(6	)
Gain from disposal of discontinued operations, net of tax of $0		4		7		312

Total income from discontinued operations, net of tax		4		7		306

In connection with the sale of the GTA business to Kuoni, the Company agreed to indemnify Kuoni up to May 2017 for certain potential tax liabilities relating to pre-sale events. An estimate of the Company’s obligations under those indemnities is included within other non-current liabilities on the Company’s consolidated balance sheet as of December 31, 2013 and 2012.

During 2013 and 2012, the Company settled certain of its obligations under those indemnities and realized a gain of $4 million and $7 million respectively.

20. Subsequent Events

On February 26, 2014, Travelport Worldwide Limited, entered into separate, individually negotiated private exchange agreements with Morgan Stanley, certain funds and accounts managed by AllianceBernstein L.P. and certain funds and accounts managed by P. Schoenfeld Asset Management LP to exchange $135 million at par into the Company’s subordinated debt for Travelport Worldwide Limited’s common stock with par value of $0.0002 (the “Common Shares”) for a value of $1.55 per Common Share. The exchanges closed in early March 2014, and an aggregate of approximately 87 million Common Shares of Travelport Worldwide Limited were issued in the exchanges, which brings Travelport Worldwide Limited’s fully diluted shares outstanding to approximately 928 million.

F-48

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor 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 years ended December 31, 2013, 2012 and 2011, the consolidating condensed statements of comprehensive income (loss) for the years ended December 31, 2013, 2012 and 2011, consolidating condensed balance sheets as of December 31, 2013 and 2012, and the consolidating condensed statements of cash flows for the years ended December 31, 2013, 2012 and 2011 for: (a) Travelport Limited (the “Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, “the Intermediate Parent Guarantor”); (c) Travelport LLC (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 for all periods presented.

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.

F-49

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			799			1,277			—		2,076

Costs and expenses
Cost of revenue		—			—			—			504			762			—		1,266
Selling, general and administrative		24			—			12			61			299			—		396
Depreciation and amortization		—			—			—			196			10			—		206

Total costs and expenses		24			—			12			761			1,071			—		1,868

Operating (loss) income		(24	)		—			(12	)		38			206			—		208
Interest expense, net		—			—			(330	)		(12	)		—			—		(342	)
Loss on early extinguishment of debt		—			—			(49	)		—			—			—		(49	)
Equity in (losses) earnings of subsidiaries		(168	)		(359	)		32			—			—			495		—

(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide		(192	)		(359	)		(359	)		26			206			495		(183	)
Benefit from (provision for) income taxes		—			—			—			6			(26	)		—		(20	)
Equity in earnings of investment in Orbitz Worldwide		—			10			—			—			—			—		10

Net (loss) income from continuing operations		(192	)		(349	)		(359	)		32			180			495		(193	)
Gain from disposal of discontinued operations, net of tax		—			—			—			—			4			—		4

Net (loss) income		(192	)		(349	)		(359	)		32			184			495		(189	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			(3	)		—		(3	)

Net (loss) income attributable to the Company		(192	)		(349	)		(359	)		32			181			495		(192	)

F-50

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the year ended December 31, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net (loss) income		(192	)		(349	)		(359	)		32		184			495			(189	)

Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of tax		—			—			—			—		(5	)		—			(5	)
Unrealized loss on cash flow hedges, nets of tax		—			—			(4	)		—		—			—			(4	)
Unrealized actuarial gain on defined benefit plans, net of tax		—			—			—			104		3			—			107
Unrealized gain on equity investment, net of tax		—			9			—			—		—			—			9
Equity in other comprehensive income (loss) of subsidiaries		107			100			104			—		—			(311	)		—

Other comprehensive income (loss), net of tax		107			109			100			104		(2	)		(311	)		107

Comprehensive (loss) income		(85	)		(240	)		(259	)		136		182			184			(82	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—		(3	)		—			(3	)

Comprehensive (loss) income attributable to the Company		(85	)		(240	)		(259	)		136		179			184			(85	)

F-51

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2012


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			826			1,176			—		2,002

Costs and expenses
Cost of revenue		—			—			—			518			673			—		1,191
Selling, general and administrative		33			—			14			104			295			—		446
Depreciation and amortization		—			—			—			216			11			—		227

Total costs and expenses		33			—			14			838			979			—		1,864

Operating (loss) income		(33	)		—			(14	)		(12	)		197			—		138
Interest expense, net		—			—			(277	)		(13	)		—			—		(290	)
Gain on early extinguishment of debt		—			—			6			—			—			—		6
Equity in (losses) earnings of subsidiaries		(203	)		(316	)		(31	)		—			—			550		—

(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide		(236	)		(316	)		(316	)		(25	)		197			550		(146	)
Provision for income taxes		—			—			—			(6	)		(17	)		—		(23	)
Equity in losses of investment in Orbitz Worldwide		—			(74	)		—			—			—			—		(74	)

Net (loss) income from continuing operations		(236	)		(390	)		(316	)		(31	)		180			550		(243	)
Gain from disposal of discontinued operations, net of tax		—			—			—			—			7			—		7

Net (loss) income		(236	)		(390	)		(316	)		(31	)		187			550		(236	)
Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—

Net (loss) income attributable to the Company		(236	)		(390	)		(316	)		(31	)		187			550		(236	)

F-52

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the year ended December 31, 2012


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net (loss) income		(236	)		(390	)		(316	)		(31	)		187			550		(236	)

Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of tax		—			—			—			(1	)		4			—		3
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(9	)		(4	)		—		(13	)
Unrealized loss on equity investment, net of tax		—			(3	)		—			—			—			—		(3	)
Equity in other comprehensive (loss) income of subsidiaries		(13	)		(10	)		(10	)		—			—			33		—

Other comprehensive (loss) income, net of tax		(13	)		(13	)		(10	)		(10	)		—			33		(13	)

Comprehensive (loss) income		(249	)		(403	)		(326	)		(41	)		187			583		(249	)
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—		—

Comprehensive (loss) income attributable to the Company		(249	)		(403	)		(326	)		(41	)		187			583		(249	)

F-53

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

For the year ended December 31, 2011


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		—			—			—			897			1,138			—		2,035

Costs and expenses
Cost of revenue		—			—			—			550			661			—		1,211
Selling, general and administrative		13			—			—			73			311			—		397
Depreciation and amortization		—			—			—			210			17			—		227

Total costs and expenses		13			—			—			833			989			—		1,835

Operating (loss) income		(13	)		—			—			64			149			—		200
Interest expense, net		(1	)		—			(274	)		(12	)		—			—		(287	)
Equity in earnings (losses) of subsidiaries		203			(252	)		26			—			—			23		—

Income (loss) before income taxes and equity in losses of investment in Orbitz Worldwide		189			(252	)		(248	)		52			149			23		(87	)
Provision for income taxes		—			(1	)		—			(8	)		(20	)				(29	)
Equity in losses of investment in Orbitz Worldwide		—			(18	)		—			—			—			—		(18	)

Net income (loss) from continuing operations		189			(271	)		(248	)		44			129			23		(134	)
Loss from discontinued operations, net of tax		—			—			—			(3	)		(3	)		—		(6	)
(Loss) gain from disposal of discontinued operations, net of tax		(14	)		—			(4	)		(15	)		345			—		312

Net income (loss)		175			(271	)		(252	)		26			471			23		172
Net loss attributable to non-controlling interest in subsidiaries		—			—			—			—			3			—		3

Net income (loss) attributable to the Company		175			(271	)		(252	)		26			474			23		175

F-54

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the year ended December 31, 2011


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net income (loss)		175			(271	)		(252	)		26			471			23		172

Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of tax		—			—			—			8			(89	)		—		(81	)
Realized loss on cash flow hedges, nets of tax		—			—			9			—			—			—		9
Unrealized actuarial loss on defined benefit plans, net of tax		—			—			—			(85	)		(16	)		—		(101	)
Unrealized gain on equity investment, net of tax		—			6			—			—			—			—		6
Equity in other comprehensive (loss) income of subsidiaries		(167	)		(68	)		(77	)		—			—			312		—

Other comprehensive (loss) income, net of tax		(167	)		(62	)		(68	)		(77	)		(105	)		312		(167	)

Comprehensive income (loss)		8			(333	)		(320	)		(51	)		366			335		5
Comprehensive income attributable to non-controlling interest in subsidiaries		—			—			—			—			3			—		3

Comprehensive income (loss) attributable to the Company		8			(333	)		(320	)		(51	)		369			335		8

F-55

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—			—			25			51		78		—		154
Accounts receivable, net		—			—			—			51		126		—		177
Deferred income taxes		—			—			—			—		1		—		1
Other current assets		—			—			7			26		101		—		134

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

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

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

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

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

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

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

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

F-56

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor 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
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
Current liabilities:
Accounts payable		—			—			—			47		27		—		74
Accrued expenses and other current liabilities		15			—			110			120		292		—		537
Deferred income 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 (deficit)/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 (deficit)/intercompany		(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

F-57

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2013


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net (loss) income		(192	)		(349	)		(359	)		32			184			495			(189	)
Gain from disposal of discontinued operations		—			—			—			—			(4	)		—			(4	)

Net (loss) income from continuing operations		(192	)		(349	)		(359	)		32			180			495			(193	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			196			10			—			206
Amortization of customer loyalty payments		—			—			—			19			44			—			63
Amortization of debt finance costs		—			—			24			—			—			—			24
Non-cash accrual of repayment fee and amortization of debt discount		—			—			7			—			—			—			7
Loss on early extinguishment of debt		—			—			49			—			—			—			49
Payment-in-kind interest		—			—			22			—			—			—			22
Gain on interest rate derivative instruments		—			—			(3	)		—			—			—			(3	)
Loss on foreign exchange derivative instruments		—			—			1			—			—			—			1
Equity in earnings of investment in Orbitz Worldwide		—			(10	)		—			—			—			—			(10	)
Equity in losses (earnings) of subsidiaries		168			359			(32	)		—			—			(495	)		—
Equity-based compensation		6			—			—			—			—			—			6
Deferred income taxes		—			—			—			(4	)		3			—			(1	)
Customer loyalty payments		—			—			—			(35	)		(43	)		—			(78	)
Defined benefit pension plan funding		—			—			—			(3	)		—			—			(3	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(6	)		(21	)		—			(27	)
Other current assets		—			—			3			7			(5	)		—			5
Accounts payable, accrued expenses and other current liabilities		—			—			(6	)		2			9			—			5
Other		—			—			6			7			14			—			27

Net cash (used in) provided by operating activities of continuing operations		(18	)		—			(288	)		215			191			—			100

Investing activities
Property and equipment additions		—			—			—			(102	)		(5	)		—			(107	)
Proceeds from sale of assets held for sale		—			—			—			17			—			—			17
Other		—			—			—			(6	)		—			—			(6	)
Net intercompany funding		25			—			212			(72	)		(165	)		—			—

Net cash provided by (used in) investing activities		25			—			212			(163	)		(170	)		—			(96	)

F-58

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Financing activities
Proceeds from new term loans		—			—		2,169			—			—			—		2,169
Proceeds from revolver borrowings		—			—		73			—			—			—		73
Repayment of term loans		—			—		(1,667	)		—			—			—		(1,667	)
Repayment of revolver borrowings		—			—		(93	)		—			—			—		(93	)
Repurchase of Senior Notes		—			—		(413	)		—			—			—		(413	)
Repayment of capital lease obligations		—			—		—			(20	)		—			—		(20	)
Debt finance costs		—			—		(55	)		—			—			—		(55	)
Release of cash provided as collateral		—			—		137			—			—			—		137
Cash provided as collateral							(79	)		—			—			—		(79	)
Payments on settlement of foreign exchange derivative contracts		—			—		(8	)		—			—			—		(8	)
Proceeds from settlement of foreign exchange derivative contracts		—			—		4			—			—			—		4
Distribution to a parent company		(6	)		—		—			—			—			—		(6	)
Other		(1	)		—		—			—			(1	)		—		(2	)

Net cash (used in) provided by financing activities		(7	)		—		68			(20	)		(1	)		—		40

Net (decrease) increase in cash and cash equivalents		—			—		(8	)		32			20			—		44
Cash and cash equivalents at beginning of period		—			—		33			19			58			—		110

Cash and cash equivalents at end of period		—			—		25			51			78			—		154

F-59

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2012


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net (loss) income		(236	)		(390	)		(316	)		(31	)		187			550			(236	)
Gain from disposal of discontinued operations		—			—			—			—			(7	)		—			(7	)

Net (loss) income from continuing operations		(236	)		(390	)		(316	)		(31	)		180			550			(243	)
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			216			11			—			227
Amortization of customer loyalty payments		—			—			—			11			51			—			62
Amortization of debt finance costs		—			—			37			—			—			—			37
Gain on early extinguishment of debt		—			—			(6	)		—			—			—			(6	)
Payment-in-kind interest		—			—			14			—			—			—			14
Gain on interest rate derivative instruments		—			—			(1	)		—			—			—			(1	)
Equity in losses of investment in Orbitz Worldwide		—			74			—			—			—			—			74
Equity in losses (earnings) of subsidiaries		203			316			31			—			—			(550	)		—
Equity-based compensation		2			—			—			—			—			—			2
Deferred income taxes		—			—			—			3			1			—			4
Customer loyalty payments		—			—			—			(11	)		(36	)		—			(47	)
Defined benefit pension plan funding		—			—			—			(27	)		—			—			(27	)
FASA liability		—			—			—			(7	)		—			—			(7	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			21			1			—			22
Other current assets		—			—			—			(2	)		(1	)		—			(3	)
Accounts payable, accrued expenses and other current liabilities		—			—			39			(46	)		44			—			37
Other		—			—			—			(19	)		55			—			36

Net cash (used in) provided by operating activities		(31	)		—			(202	)		108			306			—			181

Investing activities
Property and equipment additions		—			—			—			(92	)		—			—			(92	)
Other		—			—			—			—			3			—			3
Net intercompany funding		29			—			270			(8	)		(291	)		—			—

Net cash provided by (used in) investing activities		29			—			270			(100	)		(288	)		—			(89	)

F-60

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)


(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Financing activities
Proceeds from new term loans		—		—		170			—			—		—		170
Proceeds from revolver borrowings		—		—		80			—			—		—		80
Repayment of term loans		—		—		(165	)		—			—		—		(165	)
Repayment of revolver borrowings		—		—		(95	)		—			—		—		(95	)
Repurchase of Senior Notes		—		—		(20	)		—			—		—		(20	)
Repayment of capital lease obligations		—		—		—			(16	)		—		—		(16	)
Debt finance costs		—		—		(20	)		—			—		—		(20	)
Payments on settlement of foreign exchange derivative contracts		—		—		(51	)		—			—		—		(51	)
Proceeds from settlement of foreign exchange derivative contracts		—		—		9			—			—		—		9
Other		2		—		—			—			—		—		2

Net cash provided by (used in) financing activities		2		—		(92	)		(16	)		—		—		(106	)

Net (decrease) increase in cash and cash equivalents		—		—		(24	)		(8	)		18		—		(14	)
Cash and cash equivalents at beginning of period		—		—		57			27			40		—		124

Cash and cash equivalents at end of period		—		—		33			19			58		—		110

F-61

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2011


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net income (loss)		175			(271	)		(252	)		26			471			23			172
Loss (income) from discontinued operations (including gain from disposal), net of tax		14			—			4			18			(342	)		—			(306	)

Net income (loss) from continuing operations		189			(271	)		(248	)		44			129			23			(134	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			210			17			—			227
Amortization of customer loyalty payments		—			—			—			26			48			—			74
Amortization of debt finance costs		—			—			23			—			—			—			23
Payment-in-kind interest		—			—			3			—			—			—			3
Gain on interest rate derivative instruments		—			—			(22	)		—			—			—			(22	)
Gain on foreign exchange derivative instruments		—			—			(1	)		—			—			—			(1	)
Equity in losses of investment in Orbitz Worldwide		—			18			—			—			—			—			18
Equity in (earnings) losses of subsidiaries		(203	)		252			(26	)		—			—			(23	)		—
Equity-based compensation		5			—			—			—			—			—			5
Deferred income taxes		—			—			—			3			—			—			3
Customer loyalty payments		—			—			—			(14	)		(51	)		—			(65	)
Defined benefit pension plan funding		—			—			—			(17	)		—			—			(17	)
FASA liability		—			—			—			(16	)		—			—			(16	)
Changes in assets and liabilities:
Accounts receivable		—			—			—			(15	)		(5	)		—			(20	)
Other current assets		—			—			—			3			1			—			4
Accounts payable, accrued expenses and other current liabilities		—			—			—			(11	)		20			—			9
Other		—			—			8			12			13			—			33

Net cash (used in) provided by operating activities		(9	)		(1	)		(263	)		225			172			—			124

Net cash used in operating activities of discontinued operations		—			—			—			—			(12	)		—			(12	)

Investing activities
Property and equipment additions		—			—			—			(72	)		(5	)		—			(77	)
Proceeds from sale of GTA business, net of cash disposed of $7 million		(10	)		—			14			—			624			—			628
Other		—			—			—			—			5			—			5
Net intercompany funding		111			1			995			(149	)		(958	)		—			—

Net cash provided by (used in) investing activities		101			1			1,009			(221	)		(334	)		—			556

F-62

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

21. Guarantor and Non-Guarantor Financial Statements (Continued)


(in $ millions)	Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Financing activities
Proceeds from revolver borrowings		—			—		35			—			—			—		35
Repayment of term loans		—			—		(658	)		—			—			—		(658	)
Repayment of capital lease obligations		—			—		—			(14	)		—			—		(14	)
Debt finance costs		—			—		(100	)		—			—			—		(100	)
Proceeds from settlement of foreign exchange derivative contracts		—			—		34			—			—			—		34
Distribution to a parent company		(89	)		—		—			—			—			—		(89	)
Other		(3	)		—		—			—			4			—		1

Net cash (used in) provided by financing activities		(92	)		—		(689	)		(14	)		4			—		(791	)

Effects of changes in exchange rates on cash and cash equivalents		—			—		—			—			5			—		5
Net increase (decrease) in cash and cash equivalents		—			—		57			(10	)		(165	)		—		(118	)
Cash and cash equivalents at beginning of period		—			—		—			37			205			—		242

Cash and cash equivalents at end of period		—			—		57			27			40			—		124

F-63

EXHIBIT INDEX


Exhibit No.		Description
2.1		Purchase Agreement by and among Cendant Corporation, Travelport Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.2		Amendment to the Purchase Agreement among Cendant Corporation, Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC) and Travelport Limited (f/k/a TDS Investor (Bermuda), Ltd.), dated as of August 23, 2006, to the Purchase Agreement dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.3		Agreement and Plan of Merger by and among Travelport LLC (f/k/a Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers Pension Plan Board and Blackstone Management Partners V, L.P., dated as of December 7, 2006 (Incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.4		Separation and Distribution Agreement by and among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006).
2.5		Share Purchase Agreement, dated March 5, 2011, among Gullivers Services Limited, Travelport (Bermuda) Ltd., Travelport Inc., Travelport Limited, Kuoni Holdings PLC, Kuoni Holding Delaware, Inc., KIT Solution AG and Kuoni Reisen Holding AG (Incorporated by reference to Exhibit 2.5 to the Annual Report on Form 10-K filed by Travelport Limited on March 31, 2011).
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).
3.3		Amended and Restated Bye-laws of Travelport Limited (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Travelport Limited on October 6, 2011 (dated September 30, 2011)).
4.1		Indenture dated as of August 23, 2006 by and among Travelport LLC Computershare Trust Company, N.A. relating to the Senior Subordinated Notes (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.2		Supplemental Indenture No. 1 (with respect to the Senior Subordinated Notes) dated January 11, 2007 between Warpspeed Sub Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.3		Supplemental Indenture No. 2 (with respect to the Senior Subordinated Notes) dated March 13, 2007 among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).

G-1


Exhibit No.		Description
4.4		Supplemental Indenture No. 3 (with respect to the Senior Subordinated Notes) dated September 19, 2007 among Travelport LLC, Worldspan Technologies Inc., Worldspan BBN Holdings, LLC, Worldspan Digital Holdings, LLC, Worldspan IJET Holdings, LLC, Worldspan OpenTable Holdings, LLC, Worldspan S.A. Holdings II, L.L.C., Worldspan StoreMaker Holdings, LLC, Worldspan South American Holdings LLC, Worldspan Viator Holdings, LLC, Worldspan XOL LLC, WS Financing Corp., Worldspan, L.P. and WS Holdings LLC and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.8 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
4.5		Supplemental Indenture No. 4 (with respect to the Senior Subordinated Notes) dated December 11, 2012 among Travelport Finance Management LLC and Travelport Services LLC and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Travelport Limited on December 12, 2012 (dated December 11, 2012)).
4.6		Supplemental Indenture No. 5 (with respect to the Senior Subordinated Notes) dated as of March 20, 2013, by an among Travelport LLC, Travelport Holdings, Inc. and Computershare Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.7		Supplemental Indenture No. 6 (with respect to the Senior Subordinated Notes) dated as of March 25, 2013, by an among Travelport LLC, Travelport Holdings, Inc. and Computershare Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.8		Indenture, dated as of April 15, 2013, by and among Travelport LLC, Travelport Holdings, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 13.875% Senior Fixed Rate Notes due 2016 and the Senior Floating Rate Notes due 2016 (Incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.9		Indenture, dated as of April 15, 2013, by and among Travelport LLC, Travelport Holdings, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 11 7/8% Senior Subordinated Notes due 2016 (Incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.10		Amended and Restated Shareholders’ Agreement, dated as of April 15, 2013, among Travelport Worldwide Limited, Travelport Intermediate Limited, TDS Investor (Cayman) L.P., Travelport Limited and the other shareholders party thereto.
10.1		Sixth Amendment and Restated Agreement, dated as of June 26, 2013, among Travelport LLC, Travelport Limited, Waltonville Limited, TDSD Investor (Luxembourg) S.à.r.l., UBS AG Stamford Branch, Credit Suisse AG, UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on June 27, 2013 (dated June 26, 2013)).
10.2		Sixth Amended and Restated Credit Agreement, dated as August 23, 2006, as amended and restated on June 26, 2013, among Travelport LLC, Travelport Limited, Waltonville Limited, TDSD Investor (Luxembourg) S.à.r.l., UBS AG Stamford Branch, Credit Suisse AG, UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on June 27, 2013 (dated June 26, 2013)).
10.3		Second Lien Credit Agreement, dated as of March 11, 2013, by and among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., Credit Suisse AG, the lenders from time to time party thereto, Credit Suisse AG, as administrative agent and collateral agent, Credit Suisse Securities (USA) LLC and UBS Securities LLC, as lead arrangers and joint bookrunners and UBS Securities LLC, as syndication agent (Incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).

G-2


Exhibit No.		Description
10.4		First Amendment, dated as of June 3, 2013, to the Second Lien Credit Agreement, dated as of March 11, 2013, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., Credit Suisse AG, and the other agents and other lenders party thereto (Incorporate by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 8, 2013).
10.5		Second Amendment, dated as of June 26, 2013, to the Second Lien Credit Agreement, dated as of March 11, 2013, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à.r.l., Credit Suisse AG, and the other agents and other lenders party thereto (Incorporate by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on June 27, 2013 (dated June 26, 2013)).
10.6		Tax Sharing Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 28, 2006 (Incorporated by reference to Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006).
10.7		Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.8		First Amendment to the Separation Agreement, dated as of May 5, 2008, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 7, 2008).
10.9		Second Amendment to the Separation Agreement, dated as of January 23, 2009, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).
10.10		Third Amendment to the Separation Agreement, dated as of May 9, 2013, between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2013).
10.11		Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.12		Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C. and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed by Travelport Limited on February 27, 2008 (dated July 23, 2007)).*
10.13		Amended and Restated Employment Agreement of Eric J. Bock, dated as of August 3, 2009 (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009).
10.14		Letter Agreement of Eric J. Bock, dated as of May 27, 2011 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on June 3, 2011 (dated May 27, 2011)).
10.15		Service Agreement dated as of May 31, 2011 between Gordon Wilson and Travelport International Limited (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Travelport Limited filed on June 3, 2011 (dated May 27, 2011)).
10.16		Letter Agreement of Gordon Wilson, dated as of November 7, 2012, between Gordon Wilson and Travelport International Limited (Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.17		Contract of Employment, dated as of October 1, 2009, among Philip Emery, Travelport International Limited and TDS Investor (Cayman) L.P. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on October 7, 2009).

G-3


Exhibit No.		Description
10.18		Letter Agreement, dated March 28, 2011, between Philip Emery and Travelport International Limited (Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K filed by Travelport Limited on March 31, 2011).
10.19		Letter Agreement, dated November 24, 2011, between Philip Emery and Travelport International Limited (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.20		Employment Agreement, effective as of December 16, 2011, between Mark Ryan and Travelport, LP (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.21		Letter Agreement, dated as of December 3, 2012, between Mark Ryan and Travelport, LP (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.22		Compromise Agreement, dated November 26, 2012, between Lee Golding and Travelport International Limited (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.23		Employment Agreement, dated as of November 21, 2011, between Kurt Ekert and Travelport, LP (Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.24		Letter Agreement, dated as of November 23, 2011, between Kurt Ekert and Travelport, LP (Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.25		Letter Agreement, dated as of March 6, 2013, between Kurt Ekert and Travelport, LP (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 9, 2013).
10.26		Travelport Officer Deferred Compensation Plan (Amended and Restated as of December 31, 2012) (Incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.27		Form of TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership (Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).
10.28		Amendment No. 7, dated as of February 9, 2010, to the TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership, dated as of December 19, 2007 (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010).
10.29		Form of TDS Investor (Cayman) L.P. Fifth Amended and Restated 2006 Interest Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 10, 2010).
10.30		Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) — U.S. Senior Leadership Team (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009).
10.31		Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) for Gordon Wilson (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009).
10.32		Form of 2010 LTIP Equity Award Agreement (Restricted Equity Units) — UK Senior Leadership Team (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 10, 2010).
10.33		Form of Management Equity Award Agreement (UK EVP) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 9, 2011).
10.34		Form of Travelport Worldwide Limited 2011 Equity Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).

G-4


Exhibit No.		Description
10.35		Form of Travelport Worldwide Limited Management Equity Award Agreement (US Named Executive Officers) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.36		Form of Travelport Worldwide Limited Management Equity Award Agreement (UK Named Executive Officers) (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.37		Form of Travelport Worldwide Limited Management Equity Award Agreement (M. Ryan) (Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.38		2012 Executive Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.39		Form of 2013 Long-Term Management Incentive Program Management Award Agreement (US) (Incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.40		Form of 2013 Long-Term Management Incentive Program Management Award Agreement (UK) (Incorporated by reference to Exhibit 10.49 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.41		Form of Travelport Worldwide Limited 2013 Equity Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 8, 2013).
10.42		Form of 2013 Travelport Worldwide Limited Management Equity Award Agreement (US Named Executive Officers) (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 8, 2013).
10.43		Form of 2013 Travelport Worldwide Limited Management Equity Award Agreement (UK Named Executive Officers) (Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 8, 2013).
10.44		Amendment 6 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.45		Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.46		Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.47		Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008).*
10.48		Amendment 11 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010).*
10.49		Amendment 14 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC. (Incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).*

G-5


Exhibit No.		Description
10.50		Amendment 15 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC.
10.51		Amendment 16 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC.*
10.52		Form of Indemnification Agreement between Travelport Limited and its Directors (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.53		Form of Indemnification Agreement between Travelport Limited and certain of its Officers (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on December 20, 2011 (dated December 14, 2011)).
10.54		First Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).*
10.55		Second Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).
10.56		Third Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009).*
10.57		Fourth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 13, 2009).
10.58		Fifth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.) (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010).
10.59		Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution System B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 5, 2010).*
10.60		Seventh Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 5, 2010).
10.61		Eighth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 10, 2010).
10.62		Ninth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 5, 2010).

G-6


Exhibit No.		Description
10.63		Tenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K filed by Travelport Limited on March 31, 2011).
10.64		Twelfth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 9, 2011).
10.65		Thirteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 9, 2011).
10.66		Fourteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 9, 2011).
10.67		Fifteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.68		Sixteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.69		Seventeenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2012).
10.70		Eighteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2012).
10.71		Nineteenth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2013).*
10.72		Twentieth Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2013).*
10.73		Twenty-First Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.) (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2013).*
10.74		Car and Hotel Database Addendum, dated January 23, 2013, to Subscriber Services Agreement dated as of July 23, 2007 by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution Systems B.V. (Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 9, 2013).

G-7


Exhibit No.		Description
10.75		API Addendum, dated March 25, 2013, to Subscriber Services Agreement dated as of July 23, 2007 by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution Systems B.V. (Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 9, 2013).
10.76		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 Systems B.V. (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2013).*
10.77		Activity Addendum to Subscriber Services Agreement dated as of July 23, 2007 by and among Orbitz Worldwide, Inc., Travelport, LP and Travelport Global Distribution Systems B.V. (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 7, 2013).*
10.78		Letter Agreement, dated as of February 1, 2011, between Orbitz Worldwide, Inc. and Travelport, LP. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 13, 2011).*
10.79		Letter Agreement, dated as of December 27, 2011, between Orbitz Worldwide, Inc. and Travelport, LP (Incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K filed by Travelport Limited on March 22, 2012).
10.80		Letter Agreement between Travelport Limited and Douglas M. Steenland (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on August 4, 2011 (dated August 2, 2011)).
10.81		Letter Agreement between Travelport Limited and Douglas M. Steenland, effective as of May 1, 2013 (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 9, 2013).
10.82		Letter Agreement among Jeff Clarke, Travelport Limited, Travelport Holdings Limited, Travelport Worldwide Limited, Travelport Intermediate Limited and TDS Investor (Cayman) GP Ltd., dated as of February 15, 2012 (Incorporated by reference to the Current Report on Form 8-K filed by Travelport Limited on February 15, 2012 (dated February 10, 2012)).
10.83		Letter Agreement among Jeff Clarke, Travelport Limited, Travelport Holdings Limited, Travelport Worldwide Limited, Travelport Intermediate Limited and TDS Investor (Cayman) GP Ltd., dated as of February 15, 2013 (Incorporated by reference to Exhibit 10.80 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2013).
10.84		Letter Agreement between Travelport Limited and Jeff Clarke, effective as of May 1, 2013 (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 9, 2013).
10.85		Form of Director Stock Option Agreement (Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 8, 2013).
12		Statement re: Computation of Ratio of Earnings to Fixed Charges.
21		List of Subsidiaries.
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.
99		Financial Statements and Supplementary Data of Orbitz Worldwide, Inc.
101.INS		XBRL Instance Document

G-8


Exhibit No.		Description
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

G-9

Exhibit 4.10

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

among

Travelport Worldwide Limited,

Travelport Holdings Limited,

Travelport Limited and

the other parties named herein

Dated as of April 15, 2013

TABLE OF CONTENTS


1.	EFFECTIVENESS; DEFINITIONS		2
	1.1	Closing	2
	1.2	Definitions	2
2.	CORPORATE GOVERNANCE		2
	2.1	Board of Directors	2
	2.2	Actions Requiring Principal Shareholder Approval	5
	2.3	Change of Classification	8
	2.4	Issuance of New Equity Shares	8
	2.5	Further Assurances	8
	2.6	Actions in Contravention	8
	2.7	Approval Rights	8
	2.8	Period	8
3.	TRANSFER RESTRICTIONS		9
	3.1	General Transfer Restrictions	9
	3.2	Prohibited Transfers	9
	3.3	[Reserved]	9
	3.4	Certain Transferees to Become Parties	9
	3.5	Impermissible Transfer	10
	3.6	Notice of Transfer	10
	3.7	Period	10
4.	TAG-ALONG, DRAG-ALONG AND PRE-EMPTIVE RIGHTS		10
	4.1	Tag Along	10
	4.2	Principal Shareholder Tag Along	13
	4.3	Drag Along	15
	4.4	Additional Tag Along and Drag Along Provisions	17
	4.5	[Reserved]	18
	4.6	Pre-Emptive Right	18
	4.7	Period	19
5.	COVENANTS		20
	5.1	Information Rights	20
	5.2	Confidentiality	21
	5.3	Suspension of Information Rights	22
	5.4	[Reserved]	22
	5.5	[Reserved]	22
	5.6	[Reserved]	22
	5.7	Additional Covenants of the Parties	22
	5.8	[Reserved]	22
	5.9	Period	22
	5.10	Tax Covenants	22
	5.11	Audited Financial Statement Waiver	23


	5.12	Direct and Indirect Actions	23
6.	REMEDIES		23
	6.1	Generally	23
7.	LEGENDS		23
	7.1	Restrictive Legend	23
	7.2	Securities Act Legend	24
	7.3	Stop Transfer Instruction	24
	7.4	Termination of the Securities Act Legend	24
8.	AMENDMENT, TERMINATION, ETC.		24
	8.1	Oral Modifications	24
	8.2	Written Modifications	24
	8.3	Effect of Termination	25
9.	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS		25
	9.1	Qualified Institutional Buyer	25
	9.2	Transfer Restrictions	25
	9.3	Information	25
	9.4	Legends	26
	9.5	No Other Representations	26
	9.6	Transferees	26
	9.7	Reliance	26
	9.8	No Representation	26
	9.10	Authorization; No Conflicts	26
	9.11	Approval, Consent or Authorization	26
	9.12	Valid, Binding and Enforceable	27
10.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPRESENTATIONS AND WARRANTIES OF TDS		27
	10.1	Representations and Warranties of the Company	27
	10.2	Representations and Warranties of TDS	28
11.	DEFINITIONS		29
	11.1	Certain Matters of Construction	29
	11.2	Definitions	30
12.	MISCELLANEOUS		37
	12.1	Survival of Representations; Effect	37
	12.2	Notices	37
	12.3	Binding Effect, Etc.	39
	12.4	Descriptive Heading	39
	12.5	Counterparts	40
	12.6	Severability	40
	12.7	No Third Party Beneficiaries	40


13.	GOVERNING LAW		40
	13.1	Governing Law	40
	13.2	Consent to Jurisdiction	40
	13.3	WAIVER OF JURY TRIAL	41
	13.4	Exercise of Rights and Remedies	41
Schedule I – Travelport Worldwide Limited – Share Ownership Information
Exhibit A – Form of Addendum Agreement
Exhibit B – Form of Registration Rights Agreement
Exhibit C – Company’s Memorandum of Association
Exhibit D – Company’s Bye-laws

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

TRAVELPORT WORLDWIDE LIMITED

This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “ Agreement ”) is made as of April 15, 2013 by and among Travelport Worldwide Limited, a Bermuda exempted company (the “ Company ”), Travelport Holdings Limited, a Bermuda exempted company (“ Travelport Holdings Limited ”), Travelport Limited, a Bermuda exempted company (“ Travelport Limited ”), the parties listed under the heading “Shareholders” on Schedule I hereto (together with their respective successors and permitted assigns and transferees (the “ Shareholders ”), TDS Investor (Cayman), L.P., a Cayman island limited partnership (“ TDS ”), and others.

RECITALS

WHEREAS, the Company has issued to the Shareholders the number of common shares with par value $0.0002 per share (“ Company Shares ”) set forth opposite each Shareholder’s name on Schedule I hereto; and

WHEREAS, the Company has (i) previously issued to certain members of management of Travelport Limited and certain of its direct and indirect Subsidiaries (the “ Management Shareholders ”) and (ii) reserved for issuance to Management Shareholders, an amount of Company Shares which in the aggregate will represent no more than 10.3% of the issued and outstanding share capital of the Company on the date hereof (“ Management Shares ”), issued or to be issued pursuant to the amended Travelport Worldwide Limited 2011 Equity Plan (the “ Company Equity Plan ”) to be approved as set forth herein; and

WHEREAS, as of the date hereof (i) the Shareholders and the Management Shareholders own the number of Company Shares set forth opposite each of their names on Schedule I hereto, (ii) the additional Management Shares set forth in Schedule I hereto have been authorized and may be issued in the future in connection with the Company Equity Plan and (iii) the Shareholders and the Management Shareholders are the only equity holders of the Company as of the date hereof; and

WHEREAS, the parties hereto desire to establish parameters regarding the composition of the boards of directors of the Company, Travelport Holdings Limited and Travelport Limited, to restrict the direct and indirect sale, assignment, transfer, encumbrance or other disposition of Company Shares, to provide for certain additional covenants and to provide for certain rights and obligations as between themselves in relation to the affairs of the Company and its Subsidiaries as hereinafter provided.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1 Closing . This Agreement shall become effective concurrently with the closing of the Restructuring (the “ Closing ”).

1.2 Definitions . Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 11 hereof.

2. CORPORATE GOVERNANCE.

2.1 Board of Directors .

2.1.1 Size of the Board . Immediately following the Closing, the board of directors of the Company (“ Company Board ”) shall consist of six (6) directors (including the initial Principal Shareholder Directors), the board of directors of Travelport Holdings Limited (“ Holdings Board ”) shall consist of six (6) directors (including the initial Principal Shareholder Directors) and the board of directors of Travelport Limited (“ Limited Board ”) shall consist of six (6) directors (including the initial Principal Shareholder Directors), in each case which number may decrease in accordance with this Agreement, the respective Bye-Laws of the Company, Travelport Holdings Limited and Travelport Limited, and applicable law; provided that the number of directors shall not be reduced to less than five (5) directors without the consent of each Principal Shareholder Director. The size of each of the Company Board, the Holdings Board and the Limited Board shall not exceed six (6) directors. All action requiring the consent of the Company Board, the Holdings Board or the Limited Board shall require the consent of a majority of such board’s directors, in addition to any other approval rights set forth in this Agreement.

2.1.2 Designation of Directors .

(a) At or prior to the Closing, all pre-Closing directors on the Company Board, the Holdings Board and the Limited Board (except to the extent that any such director has been appointed pursuant to the provisions of this Section 2.1.2), shall have tendered their resignations from each such Board, effective as of the Closing.

(b) After the Closing, one (1) director of each of the Company Board, the Holdings Board and the Limited Board shall be the Chief Executive Officer of Travelport Limited (the “ CEO Director ”).

(c) After the Closing, each Principal Shareholder shall be entitled to designate one (1) director to each of the Company Board, the Holdings Board and

the Limited Board (such persons designated, each a “ Principal Shareholder Director ” and collectively the “ Principal Shareholder Directors ”). Immediately following the Closing, the Principal Shareholder Directors shall consist of:

(i) Martin Brand, as the initial Intermediate Director;

(ii) Gavin Baiera, as the initial AG Director; and

(iii) Scott McCarty, as the initial Q Director.

(d) The Principal Shareholder Directors shall use reasonable good faith efforts to collectively designate the members of the Company Board, the Holdings Board and the Limited Board, apart from the CEO Director and the Principal Shareholder Directors (such persons designated, each an “ Additional Director ” and collectively the “ Additional Directors ”); provided that if all Principal Shareholders cannot collectively agree on any Additional Director, such Additional Director shall be designated by any two Principal Shareholders, so long as any remaining Principal Shareholder does not reasonably object to such Additional Director. Immediately following the Closing, the Additional Directors shall consist of:

(i) Douglas M. Steenland; and

(iii) Jeff Clarke;

provided , that , Jeff Clarke shall resign from each of the Company Board, the Holdings Board and the Limited Board effective May 15, 2013.

(e) In the event that a Principal Shareholder ceases to be a Principal Shareholder, such Principal Shareholder shall (i) promptly cause its Principal Shareholder Director to resign and (ii) the majority of the directors remaining in office shall decide whether to decrease the size of each of the Company Board, the Holdings Board and the Limited Board, as applicable, and eliminate such vacancy or appoint a replacement director; provided that the consent of the remaining Principal Shareholder Directors shall be required to reduce the size of any such board below five (5) directors. In the event that a Principal Shareholder ceases to be a Principal Shareholder, such Principal Shareholder will cease to have any rights to designate a Principal Shareholder Director or Additional Director pursuant to this Section 2.1.2.

(f) If at any time the number of directors entitled to be designated pursuant to Section 2.1.2(e) decreases, the Company shall provide written notice to the applicable Principal Shareholder(s). During the pendency of the appointment, election or removal of any Principal Shareholder Director, the Company Board, the Holdings Board and the Limited Board shall be restricted in taking any action except to the extent that (i) such action cannot, in the reasonable judgment of the Company Board, the Holdings Board or the Limited Board, as applicable, wait until the designated Principal Shareholder Director is appointed,

elected or removed as a member of the Company Board, the Holdings Board or the Limited Board, as applicable, or (ii) in the case of the pendency of the appointment or election of any Principal Shareholder Director, such Principal Shareholder has failed to designate a replacement in accordance with Section 2.1.2(c) within twenty (20) days of the date that the vacancy arose.

2.1.3 Term of Directors; Directors’ Expenses . Subject to Sections 2.1.2(e), 2.1.4 and 2.1.9, each Principal Shareholder Director shall serve an initial term of two (2) years on the Company Board, the Holding Board and the Limited Board, commencing on the date of election or appointment. Subject to Sections 2.1.2(e), 2.1.4 and 2.1.9, subsequent terms shall be for one (1) year. The Company shall promptly reimburse each Principal Shareholder Director (or the applicable Principal Shareholder to the extent such Principal Shareholder or any of its Affiliates incurred such expenses) for any reasonable and documented out-of-pocket expenses incurred in connection with the performance by such Principal Shareholder Director of his or her duties as a director of the Company, Travelport Holdings Limited and Travelport Limited, as applicable.

2.1.4 Removal of Directors . Each Principal Shareholder shall have the right at any time to require the removal of (with or without cause) any Principal Shareholder Director designated by such Principal Shareholder for election to the Company Board, the Holdings Board and the Limited Board.

2.1.5 Voting of Shareholders . Each Shareholder shall vote or cause to be voted all Company Shares beneficially owned by such Shareholder, from time to time, and shall take all other actions reasonably necessary in its capacity as a Shareholder, to ensure that at each annual or special meeting of Shareholders at which an election of directors is held, or pursuant to any written consent of Shareholders, the CEO Director, the Principal Shareholder Directors and the Additional Directors (in each case, provided the other provisions of this Section 2 are met) are elected to the Company Board. Each Shareholder shall also vote or cause to be voted all Company Shares beneficially owned by such Shareholder, from time to time, and shall take all other actions reasonably necessary in its capacity as a Shareholder, to remove from the Company Board any Principal Shareholder Director designated by a Principal Shareholder that such Principal Shareholder desires to remove pursuant to Sections 2.1.4 and 2.1.9.

2.1.6 Directors of Travelport Holdings Limited and Travelport Limited The Company, as the sole shareholder of Travelport Holdings Limited, which in turn is the sole shareholder of Travelport Limited, shall, to the extent permitted by applicable law, take such actions as are reasonably necessary to implement the actions set forth in this Section 2.1, including without limitation, to (i) elect the CEO Director, the Principal Shareholder Director(s) and the Additional Director(s) to the Holdings Board and the Limited Board, (ii) remove from the Holdings Board and the Limited Board any Principal Shareholder Director designated by a Principal Shareholder that such Principal Shareholder desires to remove pursuant to Sections 2.1.4 and 2.1.9, and (iii) provide meeting notices for their respective board members, in each case, under the terms and conditions set forth in this Section 2.

2.1.7 Committees . The Company Board, the Holdings Board and the Limited Board may from time to time designate one or more committees, each of which shall have the same members as the members of such committee in respect of the Company Board, the Holdings Board and the Limited Board. Subject to applicable law, each Principal Shareholder Director shall be a member of each such committee.

2.1.8 Notice; Telephonic and Electronic Attendance and Action by Written Consent . Meetings of each of the Company Board, the Holdings Board and the Limited Board require valid and adequate notice to each director. Notice of any meeting of the Company Board, the Holdings Board and the Limited Board will be deemed given if the CEO Director and each Additional Director is given customary, timely notice reasonably in advance of such board meeting and each Principal Shareholder Director is provided (i) seven-days notice in respect of any regularly scheduled board meeting, (ii) 48-hours notice in respect of any emergency board meeting or (iii) such shorter time if agreed by such director. Telephonic and electronic attendance at board meetings will be permitted. Any action taken by the Company Board, the Holdings Board or the Limited Board by written consent, without a meeting, will require unanimous approval of the applicable board. Failure to comply with the provisions of this Section 2.1.8 shall invalidate the proceedings at any such board meeting or action by written consent.

2.1.9 Removal and Replacement; Vacancies Generally . Subject to Section 42.1(b) and (c) of the Company’s Bye-laws and applicable laws and the terms of this Agreement, including Section 2.1.2(e), a Principal Shareholder Director may only be removed by the Principal Shareholder that designated such Principal Shareholder Director hereunder. If, prior to his or her appointment or election to the Company Board, the Holdings Board or the Limited Board, as applicable, any person is unable or unwilling to serve as a Principal Shareholder Director, then the applicable Principal Shareholder shall, subject to the other provisions of this Section 2, be entitled to designate a replacement. If, following appointment or election to the Company Board, the Holdings Board or the Limited Board, any Principal Shareholder Director resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, subject to the other provisions of this Section 2, the applicable Principal Shareholder shall be entitled to designate a replacement. If a Principal Shareholder is entitled to designate a person to fill any directorship and such Principal Shareholder fails to do so, then such directorship shall remain vacant until filled by such Principal Shareholder in accordance with this Section 2.

2.2 Actions Requiring Principal Shareholder Approval .

2.2.1 Requisite Shareholder Approval is required for the following actions by the Company, or to the extent specifically provided below, any Subsidiary of the Company, after the Closing:

(a) entering into a binding agreement (whether written or oral) that is not conditioned upon the receipt of the approval described in this Section 2.2.1(a) for, or effecting, (i) a Change in Control or (ii) an Initial Public Offering of the Company or any of its Subsidiaries;

(b) entering into any binding agreement (whether written or oral) providing for, or effecting, any transaction between the Company or any of its Subsidiaries, on the one hand, and any Principal Shareholder or any Affiliate thereof or any Affiliate of the Company (in each case, other than the Company or any of its Subsidiaries), on the other hand, which transaction is less favorable to the Company than one reasonably obtainable in a comparable transaction conducted with an unrelated Person on an arm’s length basis, other than (A) any transaction pursuant to the terms of any agreement to which the Company or any Subsidiary is a party or is bound that was entered into prior to the execution of the Restructuring Support Agreement, the principal terms of which have been disclosed, at the Company’s option, on a confidential basis to the Principal Shareholders (or to their counsel) or publicly disclosed; provided , that any amendment or modification to any such agreement (including the Management Agreement) shall require the approval provided for in this Section 2.2.1 and shall not be excluded by this clause (A); (B) any transaction or series of transactions in which the Company obtains a letter from a nationally recognized independent financial advisor stating that such transaction is fair to the Company from a financial point of view; (C) any transaction or series of transactions approved by a majority of the members of the Company Board (including the affirmative vote of two Principal Shareholder Directors); (D) the payment of reasonable and customary fees and reimbursement of expenses to, and indemnities provided for the benefit of, officers, directors, employees or consultants in the ordinary course of business; (E) equity issuances to, and retirements and repurchases of equity from, any director, officer, employee or consultant under the terms of any compensation plan approved by the Company Board; and (F) payments or loans (or cancellation of loans) to directors, officers, employees or consultants in the ordinary course of business and entering into employment agreements, severance arrangements, stock options plans and other similar arrangements with such directors, officers, employees or consultants in the ordinary course of business, which agreements, plans or arrangements, if they involve directors or executive officers, have been approved by the Company Board (including the affirmative vote of two Principal Shareholder Directors);

(c) any action by the Company or any of its Subsidiaries that (i) if taken by a corporation formed under the General Corporation Law of the State of Delaware, would require stockholder approval (unless otherwise agreed in this Agreement), and (ii) would disproportionately and adversely affect a Principal Shareholder in its capacity as a Shareholder and not a creditor;

(d) the authorization or issuance of any new equity securities of any Subsidiary of the Company (or securities convertible into or exchangeable for such equity securities), unless such new equity securities (or securities convertible into or exchangeable for such equity securities) are issued (i) for fair market value, determined in the good faith judgment of the Company Board, (ii) to the existing immediate parent company of the entity issuing such securities or (iii) in connection with the Company Equity Plan or any other management incentive plan approved by the Company Board (including the affirmative vote of two Principal Shareholder Directors);

(e) any reclassification of the Company Shares or any other outstanding securities of the Company that would disproportionately and adversely affect a Principal Shareholder in its capacity as a Shareholder and not a creditor;

(f) any repurchase, redemption, dividend or distribution in respect of any Company Shares that is not made on a pro rata basis (excluding any repurchases or redemptions of Company Shares upon termination of service with the Company or any net settlement upon vesting of Company Shares, in each case in the ordinary course of business pursuant to agreements with officers, directors and employees);

(g) any amendment of the organizational documents of the Company or any of its Subsidiaries in a manner that would have a disproportionate and adverse effect on a Principal Shareholder in its capacity as a Shareholder and not a creditor, or that would directly or indirectly modify or impair any of the approval rights set forth herein;

(h) removing or appointing the Chief Executive Officer (or other individual with the power to manage day-to-day operations), Chief Financial Officer or General Counsel of Travelport Limited;

(i) any acquisition by the Company or any of its Subsidiaries of any Person, business or asset with an enterprise value in excess of $100 million;

(j) any disposition by the Company or any of its Subsidiaries of any Person, business or asset (including a spin-off) with an enterprise value in excess of $100 million; and

(k) any voluntary bankruptcy filing, dissolution, liquidation or winding-up of the Company or any of its Subsidiaries.

2.2.2 The Company shall provide the Principal Shareholders with proper notice of any meeting or action by written consent to be taken in connection with any matter set forth in Section 2.2.1 in accordance with the Company’s Bye-laws; provided that if such matter requires the disclosure of material non-public information to any Principal Shareholder, the Company shall provide each Principal Shareholder the opportunity to acknowledge and affirm its confidentiality obligations (or decline to make such affirmation and reject receipt of the material non-public information) within a reasonable period in advance of such meeting or action by written consent. In each case, each Principal Shareholder shall have at least 10 Business Days from the date they received the notice of meeting or equivalent documentation to cast their vote and such vote may be cast by proxy, email or in writing.

2.3 Change of Classification . Subject to applicable law, the approval of the holders of at least 75% of the Company Shares then held by all of the Shareholders and the approval of two Principal Shareholders will be required to change the classification of the Company as a corporation under the Code.

2.4 Issuance of New Equity Shares . The Company shall not issue any new Shares (other than in connection with the Company Equity Plan) unless (i) such Shares are issued for fair market value, determined in the good faith judgment of the Company Board after obtaining a valuation from a nationally recognized independent financial expert, and (ii) approved by a majority of the members of the Company Board (including the affirmative vote of two Principal Shareholder Directors).

2.5 Further Assurances .

2.5.1 Further Assurances . Each Shareholder and TDS hereby agrees to take, at any time and from time to time, all actions necessary or desirable (including, without limitation, attendance at meetings in person or by proxy for the purposes of achieving a quorum and voting such Shareholder’s Shares or execution of a written consent in lieu of attending a meeting) to accomplish the provisions of Section 2, and the Company agrees to take, at any time and from time to time, all actions necessary or desirable within its control (including, without limitation, calling special board and shareholder meetings) to enable the provisions of Section 2 to be accomplished.

2.5.2 Approved Transactions . With respect to any transaction (i) that requires and has received Requisite Shareholder Approval under Section 2.2 or (ii) which is not subject to clause (i) and is approved by the Company Board (including the affirmative vote of two Principal Shareholder Directors, when required), each Shareholder shall vote or cause to be voted all Company Shares beneficially owned by such Shareholder, from time to time, and shall take all other actions necessary to approve, effect or implement such approved transaction and will not pursue any dissenter’s or appraisal rights.

2.6 Actions in Contravention . Subject to applicable laws, none of the Company, its Subsidiaries or any Shareholder will take, cause to be taken or otherwise give effect to any action by any Shareholder or any other Person which is in contravention or is reasonably expected to result in any violation of this Section 2.

2.7 Approval Rights . Whenever this Agreement provides for the consent, vote or approval of two Principal Shareholders, the consent, vote or approval of one Principal Shareholder shall be sufficient if there exists less than two Principal Shareholders at such time; provided that the approval rights of the Principal Shareholders set out in this Section 2 will cease to apply from and after the date on which there are no Shareholders that constitute Principal Shareholders.

2.8 Period . This Section 2 shall expire upon the earlier of the consummation of (i) a Company Sale or (ii) an Initial Public Offering.

3. TRANSFER RESTRICTIONS.

3.1 General Transfer Restrictions . Each Shareholder understands and agrees that the Shares held by such Shareholder on the date hereof have not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. No Shareholder shall Transfer such Shareholder’s Shares (or solicit any offers in respect of any Transfer of such Shares), except in compliance with the Securities Act, any applicable state or foreign securities laws, the Company’s Bye-laws and any restrictions on Transfer contained in this Agreement or any other agreements or instruments pursuant to which such Shares were issued.

3.2 Prohibited Transfers . Until the expiration of the provisions in this Section 3, no Shareholder shall Transfer any of such Shareholder’s Shares:

(a) if such Transfer would cause the total number of Shareholders to exceed 1000, as determined under Section 12(g) of the Exchange Act, or would require registration of the Company or any class of securities of the Company under any U.S. or foreign securities laws; or

(b) in a manner that would violate any regulatory restrictions applicable to the Company, including requirements of the Bermuda Monetary Authority;

(d) to a Strategic Investor, unless such Strategic Investor already owns Shares at the time of such Transfer.

3.3 [Reserved] .

3.4 Certain Transferees to Become Parties . Any transferee receiving Shares in connection with a Transfer by a Shareholder shall become a Shareholder party to this Agreement and bound by the terms and conditions of this Agreement to the same extent, and in the same capacity, as the transferor; provided that no transferee that is not already a Principal Shareholder shall become a Principal Shareholder hereunder solely by virtue of such Transfer. Prior to the Transfer of any Shares by a Shareholder to any transferee (including pursuant to Section 4.1), and as a condition thereto, each Shareholder effecting such Transfer shall (x) if such transferee is not already a party hereto, cause such transferee to execute and deliver to the Company and each other Shareholder that holds, together with its Affiliates, more than 5% of the Outstanding Company Shares, an Addendum Agreement in the form attached hereto as Exhibit A , and (y) if reasonably requested by the Company, deliver an opinion of counsel in form and substance satisfactory to the Company to the effect that registration of such Transfer is not required under the Securities Act. TDS agrees and covenants that prior to the Transfer by TDS of any equity interest in Intermediate to any transferee, and as a condition thereto, TDS shall cause such transferee to execute and deliver to the Company, Intermediate and each other Shareholder an Addendum Agreement in the form attached hereto as Exhibit A and shall cause such transferee to agree to be bound by the same obligations of TDS under this Agreement and the Registration Rights Agreement.

3.5 Impermissible Transfer . Subject to applicable law, any attempted Transfer of Shares or equity interests not permitted under the terms of this Section 3 or not in compliance with any of the requirements of this Section 3 or Section 4 shall be null and void ab initio , and the Company shall not in any way give effect to any such impermissible Transfer.

3.6 Notice of Transfer . In addition to any other notice requirements included herein, if any Shareholder proposes to Transfer any Shares, the Shareholder shall furnish a written notice to the Company. Such notice shall set forth (a) the number of Shares to be Transferred and (b) the name and address of the prospective transferee. To the extent that any Shareholder shall Transfer any Shares in compliance with the terms of this Agreement, such Shareholder shall, within five (5) Business Days following consummation of such Transfer, deliver notice thereof to the Secretary of the Company, who shall promptly cause such Transfer to be reflected on Company’s register of members .

3.7 Period . Each of the foregoing provisions of this Section 3 shall expire upon the earlier of the consummation of (i) a Company Sale and (ii) an Initial Public Offering of the Company.

4. TAG-ALONG, DRAG-ALONG AND PRE-EMPTIVE RIGHTS.

4.1 Tag Along . Subject to any required Requisite Shareholder Approval under Section 2.2, if any Prospective Selling Shareholder proposes to Sell, directly or indirectly, any Shares to any Prospective Buyer (other than a Transfer to an Affiliate so long as such transferee remains an Affiliate of such Prospective Selling Shareholder after such Sale and has complied with the terms of Section 3.4):

4.1.1 Notice . The Prospective Selling Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “ Tag Along Notice ”) to each other Shareholder (each such Shareholder, a “ Tag Along Holder ”). The Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of Shares to be purchased from the Prospective Selling Shareholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares (by class) to be purchased from the Prospective Selling Shareholder by the total number of Shares (by class) held by the Prospective Selling Shareholder (the “ Tag Along Sale Percentage ”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Shareholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares held by such Tag Along Holder), on the same terms and conditions (by class and subject to Section 4.4.3), with respect to each Share Sold, as the Prospective Selling Shareholder shall Sell each of its Shares. For purposes of calculating each Selling Shareholder’s Tag Along Sale Percentage, but not for purposes of determining whether there has been a Change in Control and subject to Section 4.4.3, (i) all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised and (ii) in the event the Prospective Selling Shareholder proposes to sell shares in an entity other than the Company, appropriate adjustments shall be made in the application of the provisions in this Section 4.1.

4.1.2 Exercise . Within ten (10) Business Days after the date of delivery of the Tag Along Notice (such date, the “ Tag Along Deadline ”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “ Participating Seller ” and, together with the Prospective Selling Shareholder and any other Participating Seller, collectively, the “ Tag Along Sellers ”) shall have the right, but not the obligation, to deliver a written notice (the “ Tag Along Offer ”) to the Prospective Selling Shareholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1(b)). Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including compliance with the Tag Along Deadline, shall be deemed to have waived all of such Tag Along Holder’s rights to participate in such Sale, and the Prospective Selling Shareholder shall thereafter be free to Sell, within 120 days after the delivery of the Tag-Along Notice, to the Prospective Buyer, at a purchase price no greater than the purchase price set forth in the Tag Along Notice and on other terms and conditions which, collectively, are not more favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder(s) pursuant to this Section 4.1. If such Sale is not consummated within such 120-day period, the Prospective Selling Shareholder may not sell any Shares without first complying with the provisions of this Section 4.1.

4.1.3 Irrevocable Offer . The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (by class and subject to Section 4.4.3), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have properly specified in such holder’s Tag Along Offer; provided , however , that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be less favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice,

the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within five (5) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

4.1.4 Reduction of Shares Sold . The Prospective Selling Shareholder shall include in the proposed Sale the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer) subject to reduction as set forth in this Section 4.1.4. In the event the Prospective Selling Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling Shareholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount of such excess, or in such manner as the Tag Along Sellers may otherwise agree; provided , that the collective pro rata share of the Participating Sellers’ participation in such Sale shall not exceed the Participating Sellers’ collective Pro Rata Portion.

4.1.5 Additional Compliance . If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be more favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided , however , that in the case of such a separate Tag Along Notice, the Tag Along Deadline shall be five (5) Business Days. The Tag Along Sellers shall sell to the applicable Prospective Buyer the Shares proposed to be transferred by them in accordance with this Section 4.1, at the time and place provided for the closing in the Tag Along Notice, or at such other time and place as the Tag Along Sellers and the applicable Prospective Buyer shall agree. As a condition to the consummation of such Sale, the Prospective Buyer shall comply with Section 3.4.

4.2 Principal Shareholder Tag Along . Subject to any required Requisite Shareholder Approval under Section 2.2 and provided that Section 4.1 shall not be applicable to such Sale, if any Initial Principal Shareholder proposes to Sell, directly or indirectly, any Shares to any Prospective Buyer (other than a Transfer to an Affiliate so long as such transferee remains an Affiliate of such Initial Principal Shareholder after such Sale and has complied with the terms of Section 3.4):

4.2.1 Notice . Such Initial Principal Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “ Principal Shareholder Tag Along Notice ”) to each other Principal Shareholder (each such Principal Shareholder and any of such Principal Shareholder’s Affiliates, a “ Principal Shareholder Tag Along Holder ”). The Principal Shareholder Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of Shares to be purchased from the Initial Principal Shareholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares (by class) to be purchased from the Initial Principal Shareholder by the total number of Shares (by class) held by the Initial Principal Shareholder (the “ Principal Shareholder Tag Along Sale Percentage ”) (it being understood that the Company shall reasonably cooperate with the Initial Principal Shareholder in respect of the determination of each applicable Principal Shareholder Tag Along Sale Percentage), (iii) the purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

(b) an invitation to each Principal Shareholder Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares held by such Principal Shareholder Tag Along Holder (not in any event to exceed the Principal Shareholder Tag Along Sale Percentage of the total number of Shares held by such Principal Shareholder Tag Along Holder), on the same terms and conditions (by class and subject to Section 4.4.3), with respect to each Share Sold, as the Initial Principal Shareholder shall Sell each of its Shares. For purposes of calculating each Principal Shareholder Tag Along Sale Percentage, but not for purposes of determining whether there has been a Change in Control and subject to Section 4.4.3, (i) all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised and (ii) in the event the Initial Principal Shareholder proposes to sell shares in an entity other than the Company, appropriate adjustments shall be made in the application of the provisions in this Section 4.2.

4.2.2 Exercise . Within ten (10) Business Days after the date of delivery of the Principal Shareholder Tag Along Notice (such date, the “ Principal Shareholder Tag

Along Deadline ”), each Principal Shareholder Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “ Participating Principal Shareholder ” and, together with such Initial Principal Shareholder, collectively, the “ Principal Shareholder Tag Along Sellers ”) shall have the right, but not the obligation, to deliver a written notice (the “ Principal Shareholder Tag Along Offer ”) to the Initial Principal Shareholder indicating the number of Shares which such Participating Principal Shareholder desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.2.1(b)). Each Principal Shareholder Tag Along Holder who does not make a Principal Shareholder Tag Along Offer in compliance with the above requirements, including compliance with the Principal Shareholder Tag Along Deadline, shall be deemed to have waived all of such Principal Shareholder Tag Along Holder’s rights to participate in such Sale, and the Initial Principal Shareholder shall thereafter be free to Sell, within 120 days after the delivery of the Principal Shareholder Tag-Along Notice, to the Prospective Buyer, at a purchase price no greater than the purchase price set forth in the Principal Shareholder Tag Along Notice and on other terms and conditions which, collectively, are not more favorable, in any material respect, to the Principal Shareholder Tag Along Sellers than those set forth in the Principal Shareholder Tag Along Notice, without any further obligation to such non-accepting Principal Shareholder Tag Along Holder(s) pursuant to this Section 4.2. If such Sale is not consummated within such 120-day period, the Initial Principal Shareholder may not sell any Shares without first complying with the provisions of this Section 4.2.

4.2.3 Irrevocable Offer . The offer of each Participating Principal Shareholder contained in such Principal Shareholder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Principal Shareholder shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (by class and subject to Section 4.4.3), as the Initial Principal Shareholder, up to such number of Shares as such Participating Principal Shareholder shall have specified in such holder’s Principal Shareholder Tag Along Offer; provided , however , that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Principal Shareholder Tag Along Notice or the other terms and conditions shall be less favorable, in any material respect, to the Principal Shareholder Tag Along Sellers than those set forth in the Principal Shareholder Tag Along Notice, the Initial Principal Shareholder shall provide written notice thereof to each Participating Principal Shareholder and each Participating Principal Shareholder shall be permitted to withdraw the offer contained in such holder’s Principal Shareholder Tag Along Offer by written notice to the Initial Principal Shareholder within five (5) Business Days after delivery of such written notice from the Initial Principal Shareholder and upon such withdrawal shall be released from such Participating Principal Shareholder’s obligations thereunder.

4.2.4 Reduction of Shares Sold . The Initial Principal Shareholder shall include in the proposed Sale of the entire number of Shares which each of the Principal Shareholder Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Initial Principal Shareholder by the Principal Shareholder Tag Along Notice and in the case of each Participating Principal Shareholder by such Participating Principal Shareholder’s Principal Shareholder Tag Along Offer) subject to reduction as set forth in

this Section 4.2.4. In the event the Initial Principal Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Principal Shareholder Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Principal Shareholder Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Principal Shareholder) to be included by such Principal Shareholder Tag Along Seller in the proposed Sale pursuant to this Section 4.2, and (ii) a number of Shares equal to such Principal Shareholder Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Initial Principal Shareholder and each other Principal Shareholder Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Principal Shareholder Tag Along Seller based upon the amount of such excess, or in such manner as the Principal Shareholder Tag Along Sellers may otherwise agree; provided , that the collective pro rata share of the Participating Principal Shareholder’ participation in such sale shall not exceed the Participating Principal Shareholder’ collective Pro Rata Portion.

4.2.5 Additional Compliance . If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Principal Shareholder Tag Along Notice or the other terms of such proposed Sale shall be more favorable, in any material respect, to the Principal Shareholder Tag Along Sellers than those set forth in the Principal Shareholder Tag Along Notice, the Principal Shareholder Tag Along Notice shall be null and void, and it shall be necessary for a separate Principal Shareholder Tag Along Notice to be delivered, and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2; provided , however , that in the case of such a separate Principal Shareholder Tag Along Notice, the Principal Shareholder Tag Along Deadline shall be five (5) Business Days. The Principal Shareholder Tag Along Sellers shall sell to the applicable Prospective Buyer the Shares proposed to be transferred by them in accordance with this Section 4.2, at the time and place provided for the closing in the Principal Shareholder Tag Along Notice, or at such other time and place as the Principal Shareholder Tag Along Sellers and the applicable Prospective Buyer shall agree. As a condition to the consummation of such Sale, the Prospective Buyer shall comply with Section 3.4.

4.3 Drag Along . Subject to any required Requisite Shareholder Approval under Section 2.2 with respect to any Change in Control, each Shareholder hereby agrees, if requested by a Prospective Selling Shareholder, to Sell the same percentage (the “ Drag Along Sale Percentage ”) of the Shares by class then held by the Prospective Selling Shareholder that is proposed to be sold by the Prospective Selling Shareholder to a Prospective Buyer in such Change in Control (in one transaction or a series of related

transactions), in the manner and on the terms set forth in this Section 4.3. For purposes of calculating each Participating Seller’s Drag Along Percentage, but not for purposes of determining whether there has been a Change in Control and subject to Section 4.4.3, (i) all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised and (ii) in the event the Prospective Selling Shareholder proposes to sell shares in an entity other than the Company, appropriate adjustments shall be made in the application of the provisions in this Section 4.3. All Shares to be Sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change in Control.

4.3.1 Exercise . If the Prospective Selling Shareholder wishes to exercise the drag-along rights contained in this Section 4.3, then the Prospective Selling Shareholder shall deliver a written notice (the “ Drag Along Notice ”) to each other Shareholder at least ten (10) Business Days prior to the consummation of the Change in Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Shareholder, (b) the Drag Along Sale Percentage for each class, (c) the consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Shareholder consummates the proposed Sale to which reference is made in the Drag Along Notice, each other Shareholder (each, a “ Participating Drag Along Seller ”, and, together with the Prospective Selling Shareholder, collectively, the “ Drag Along Sellers ”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such Drag Along Seller’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.2 and Section 4.4.3) as the Prospective Selling Shareholder shall Sell each Share in the Sale (subject to Section 4.3.2 and Section 4.4.3); and (ii) except as provided in Section 4.3.2 and Section 4.4.3, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Shareholder for the corresponding class of Shares. Subject to Section 4.4.3, if any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers to the extent reasonably practicable. If at the end of the 270th day after the date of delivery of the Drag Along Notice the Prospective Selling Shareholder has not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Drag Along Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.3 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.3.

4.3.2 Drag Along Seller Exclusion . For the avoidance of doubt and notwithstanding Section 4.3.1, the requirement that Drag Along Sellers Sell on the same terms and conditions as the Prospective Selling Shareholders shall not apply to any provisions providing any payment of customary and bona fide advisory fees paid to certain Shareholders or their Affiliates for actual services rendered pursuant to an agreement entered into by such Shareholder and the Company which received Requisite Shareholder Approval.

4.4 Additional Tag Along and Drag Along Provisions . The following provisions shall be applied to any proposed Sale to which Section 4.1, 4.2 or 4.3 applies:

4.4.1 Further Assurances . The Company and each Participating Seller, Participating Principal Shareholder and Participating Drag Along Seller, as applicable, shall take or cause to be taken all such actions as may be reasonably necessary or reasonably desirable in order to expeditiously consummate each Sale pursuant to Section 4.1, Section 4.2 or Section 4.3 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other reasonably necessary documents or instruments; furnishing information and copies of relevant documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the reasonable requests of the Prospective Selling Shareholder(s) or Initial Principal Shareholder, as applicable, and the Prospective Buyer; provided , however , that (x) Participating Sellers, Participating Principal Shareholders and Participating Drag Along Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence and (y) in no event shall any Participating Seller, Participating Principal Shareholder or Participating Drag Along Seller or any of their Affiliates have any non-competition, non-solicitation or similar obligations. Without limiting the generality of the foregoing, each Participating Seller, Participating Principal Shareholder and Participating Drag Along Seller, as applicable, agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Shareholder(s) or Initial Principal Shareholder(s) to which such Prospective Selling Shareholder(s) or Initial Principal Shareholder(s) will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the absence of any Adverse Claim with respect to such Shares and the non-contravention of other agreements and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent (but with respect to its own Shares) as the Prospective Selling Shareholder(s) or Initial Principal Shareholder(s), and (b) in the case of a Sale pursuant to Sections 4.1, 4.2 or 4.3, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its Subsidiaries; provided , however , that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s, Participating Principal Shareholder’s or Participating Drag Along Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s, Participating Principal Shareholder’s or Participating Drag Along Seller’s portion of the aggregate proceeds to all Tag Along Sellers, Principal Shareholder Tag Along Sellers or Drag Along Sellers, as applicable, in connection with such Sale and (ii) the proceeds to such Participating Seller, Participating Principal Shareholder or Participating Drag Along Seller, as applicable, in connection with such Sale.

4.4.2 Sale Process . The Prospective Selling Shareholder or Initial Principal Shareholder shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale in Sections 4.1, 4.2 or 4.3 and the terms and conditions thereof. The Prospective Selling Shareholder or Initial Principal Shareholder or any Affiliate of such Persons shall not have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale.

4.4.3 Treatment of Options, Warrants and Convertible Securities; . If any Participating Seller, Participating Principal Shareholder or Participating Drag Along Seller shall Sell any Options, Warrants or Convertible Securities that are exercisable, convertible or exchangeable in any Sale pursuant to Section 4, such Participating Seller, Participating Principal Shareholder or Participating Drag Along Seller, as applicable, shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Shareholder(s) or Initial Principal Shareholder(s), as applicable, in such Sale for the number of Company Shares that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities, in each case, subject to reduction for any tax or other amounts required to be withheld under applicable law.

4.4.4 Closing . The closing of a Sale to which Section 4.1, 4.2 or 4.3 applies shall take place (i) on the proposed Transfer date, if any, specified in the Tag Along Notice, Principal Shareholder Tag Along Notice or Drag Along Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), and (ii) if no proposed Transfer date was required to be specified in the Tag Along Notice, Principal Shareholder Tag Along Notice or Drag Along Notice, as applicable, at such time as the Prospective Selling Shareholder(s) or Initial Principal Shareholder(s), as applicable, shall specify by notice to each Participating Seller, Participating Principal Shareholder or Participating Drag Along Seller, as applicable. At the closing of such Sale, each Participating Seller, Participating Principal Shareholder and Participating Drag Along Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, Participating Principal Shareholder or Participating Drag Along Seller, if any, with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances (other than any arising as a result of the terms of this Agreement), with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration, if applicable.

4.5 [Reserved] .

4.6 Pre-Emptive Right .

4.6.1 Notice . Subject to Section 2.4, if at any time after the date hereof, the Company proposes to offer and Sell any New Securities (other than pursuant to the

Company Equity Plan, an Initial Public Offering or in connection with the Company’s acquisition of another business or a strategic investment, in each case that has been approved by the Company Board, and with respect to a strategic investment approved by a majority of the members of the Company Board (including the affirmative vote of two Principal Shareholder Directors), the Company shall give written notice (“ New Issue Offer Notice ”) to each Shareholder:

(a) setting forth in reasonable detail (i) the terms and provisions of the proposed Sale of the New Securities; (ii) the price and other terms of the proposed Sale of such New Securities; and (iii) the number of such New Securities to be offered; and

(b) offering to each such Shareholder the right to purchase up to that number of New Securities as shall equal (i) the number of New Securities proposed to be sold by the Company multiplied by (ii) a fraction, the numerator of which is (x) the number of Company Shares then owned by such Shareholder, and (y) the denominator of which is the total number of outstanding Company Shares.

4.6.2 Exercise . In order to exercise its purchase rights under this Section 4.6, such Shareholder must, within ten (10) Business Days after receipt of the New Issue Offer Notice, provide written notice to the Company stating the number of New Securities such Shareholder wishes to purchase. If all of the New Securities offered to the Shareholders are not fully subscribed by such Shareholders, the remaining New Securities will be reoffered to the Shareholders purchasing their full allotment upon the terms set forth in this Section 4.6, until all such New Securities are fully subscribed or until all such Shareholders have subscribed for all such New Securities which they desire to purchase. In order to exercise its purchase rights under this Section 4.6, Shareholders must, within five (5) Business Days after receipt of such reoffers, exercise their purchase rights in writing. To the extent that the Company offers two or more securities in units, such Shareholders must purchase such units as a whole and will not have the right to purchase only one of the securities making up such unit.

4.6.3 Expiration . Upon the expiration of the offering periods described above, the Company will be free to Sell such New Securities that the Shareholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Shareholders. Any New Securities offered or sold by the Company after such ninety (90) day period must be reoffered to Shareholders pursuant to this Section 4.6.

4.6.4 Election . The election by a Shareholder not to exercise its preemptive rights under this Section 4.6 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed offer.

4.7 Period . Each of the foregoing provisions of this Section 4 shall expire upon the earlier of the consummation of (i) a Company Sale and (ii) an Initial Public Offering of the Company.

5. COVENANTS.

5.1 Information Rights .

5.1.1 Information Rights . Subject to the Shareholder’s confidentiality obligations set forth in Section 5.2, Shareholders shall be entitled to receive from the Company all information regarding Travelport Limited filed with the SEC or otherwise publicly available; provided that each Shareholder that, together with its Affiliates, beneficially owns at least 5% of the Outstanding Company Shares shall be entitled to the additional information set forth in Section 5.1.2 below.

5.1.2 Additional Information Rights . Subject to the Shareholder’s confidentiality obligations set forth in Section 5.2 and except for information protected by attorney-client privilege, the Company shall furnish, or cause to be furnished, the following to each Shareholder that, together with its Affiliates, beneficially owns at least 5% of the Outstanding Company Shares:

(a) As soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of Travelport Limited, an unaudited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such quarter and the related unaudited income statement and statement of cash flows for such quarter;

(b) As soon as available and in any event within one hundred and five (105) days after the end of each fiscal year of Travelport Limited, (i) an audited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such fiscal year and the related income statement, statement of shareholders equity and statement of cash flows for such fiscal year; and

(c) Promptly after the occurrence of any material event which if the Company or any of its Subsidiaries was a reporting issuer under the Exchange Act, it would be required to file with the SEC a report on Form 8-K with respect thereto, notice of such event together with a summary describing the nature of such event. The Company and its Subsidiaries shall satisfy their respective obligations under this Section 5.1.2(c) if a Form 8-K containing such information is furnished by Travelport Limited to the SEC,;

provided , in each case, furnishing such information to the applicable Shareholder does not waive any attorney-client privilege held by the Company with respect to such information. Any information received by a Shareholder, as such, shall be governed by the provisions of this Agreement.

With respect to Section 5.1.1 and this Section 5.1.2, the information relating to the Company will be deemed to be delivered to the Shareholders if such information is filed with the SEC or, at the Company’s option, posted on a secure website or delivered via email or regular mail to the Shareholders.

5.1.3 Inspection Rights . Subject to the Shareholder’s confidentiality obligations set forth in Section 5.2, each Shareholder that, together with its Affiliates, beneficially owns at least 5% of the Outstanding Company Shares shall have the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect the books and records of the Company and its Subsidiaries at their respective registered offices at such times as such Shareholder shall reasonably request, but no more frequently than quarterly.

5.1.4 Tax-Related Information . Subject to Section 5.2, the Company shall use reasonable efforts to comply with any reasonable requests by a Principal Shareholder for any tax-related information (including any applicable state withholdings) in respect of the Principal Shareholder’s interest in the Company.

5.1.5 Portfolio Company Information . In order to facilitate (i) each Principal Shareholder’s compliance with legal and regulatory requirements applicable to the beneficial ownership by such Principal Shareholder and its Affiliates of Company Shares, and (ii) each Principal Shareholder’s oversight of its investment in the Company, the Company agrees, subject to Section 5.2, to promptly provide a Principal Shareholder with such information concerning the Company, including its finances and operations, as such Principal Shareholder may from time to time reasonably request. The Company recognizes that a Principal Shareholder does not assume responsibility for the accuracy or completeness of such information.

5.2 Confidentiality . No Shareholder shall be entitled to obtain any information relating to the Company or its Affiliates or Subsidiaries except as expressly provided in this Agreement or in another written agreement between the Company and such Shareholder or to the extent required by applicable law; to the extent such Shareholder is so entitled to such information, such Shareholder shall be subject to the provisions of this Section 5.2. Each Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than in connection with monitoring its equity investment in the Company, any confidential information obtained from the Company pursuant to the terms of this Agreement, including, but not limited to, information in connection with any action requiring Requisite Shareholder Approval, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 5.2 by such Shareholder or its Affiliates), (ii) is or has been independently developed or conceived by such Shareholder without use of the Company’s or any Subsidiary’s confidential information or (iii) is or has been made known or disclosed to such Shareholder by a third party (other than an Affiliate or agent of the Company) without a breach of any obligation of confidentiality such third party may have to the Company or any Subsidiary that is known to such Shareholder; provided , however , that a Shareholder may disclose confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its equity investment in the Company or for evaluating and preparing disclosure pursuant to clause (c) below, (b) to any Prospective Buyer as long as such Prospective Buyer agrees to be bound by the provisions of this Section 5.2, (c) to the extent necessary for a Shareholder to enforce its rights under this Agreement, the other agreements entered into in connection herewith and under the Company’s Bye-laws or (d)

as may otherwise be required by law (including reporting under securities laws and governmental filings) or legal proceeding; provided that such Shareholder takes reasonable steps to minimize the extent of any such required disclosure, including using commercially reasonable efforts to obtain a protective order in any legal proceeding, and provided further that such Shareholder discloses only that portion of any such confidential information as is, based on the advice of its counsel, legally required and provides the Company with notice of the disclosure that was or is to be made. The acts and omissions of any Person to whom any Shareholder may disclose confidential information pursuant to clause (a) of the preceding sentence shall be attributable to such Shareholder for purposes of determining such Shareholder’s compliance with this Section 5.2. Nothing in this Section 5.2 shall authorize the use of any confidential information in contravention of applicable securities laws.

5.3 Suspension of Information Rights . Any Shareholder entitled to receive any information from the Company or any of its Subsidiaries pursuant to this Section 5 may, by written notice to the Company or any of its Subsidiaries, suspend its right to receive any or all of such information for any period of time, as indicated in such notice, and the Company and its Subsidiaries shall comply with such Shareholder’s request.

5.4 [Reserved]

5.5 [Reserved]

5.6 [Reserved]

5.7 Additional Covenants of the Parties .

(a) On the date hereon, the Company shall enter into a Registration Rights Agreement with each Shareholder in the form attached as Exhibit B hereto.

(b) [Reserved]

(d) Each party agrees on behalf of itself and its Affiliates Controlling such party, in their capacity as such, not to, directly or indirectly, take any action that is in violation of any provisions of this Agreement or intended to frustrate the intent and purpose of this Agreement.

5.8 [Reserved]

5.9 Period . Each of the foregoing provisions of this Section 5, other than Section 5.2, shall expire upon the earlier of the consummation of (i) a Company Sale and (ii) an Initial Public Offering of the Company; in each case provided that the Company has complied with Section 5.7(a).

5.10 Tax Covenants . Except as may be required by applicable law, the parties hereto shall (i) treat the Restructuring as a reorganization described in Section 368(a)(1)(E) of

the Code and (ii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Restructuring as a reorganization described in Section 368(a)(1)(E) of the Code.

5.11 Audited Financial Statement Waiver . Each Shareholder (including each transferee that becomes a party to this Agreement upon the execution of an Addendum Agreement in the form attached hereto as Exhibit A ), in respect of such Company Shares that such Shareholder holds as of the date hereof and all additional Company Shares and other securities of the Company which such Shareholder shall hold in the Company after the date hereof, waives pursuant to Section 88 of The Companies Act 1981, as amended, of Bermuda the requirement that (i) the Company lay before general meetings of the Company’s shareholders financial statements prepared in accordance with generally accepted accounting principles and an auditor’s report thereon in respect of the financial years ending 2010 through and including 2021 and (ii) an auditor be appointed to the close of the next annual general meeting.

5.12 Direct and Indirect Actions . Each Principal Shareholder and TDS shall be prohibited from taking indirectly such actions that such Principal Shareholder and TDS, as applicable, are prohibited from taking directly.

6. REMEDIES.

6.1 Generally . The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

7. LEGENDS.

7.1 Restrictive Legend . Each certificate (or, if no certificate, by appropriate notation in the Company’s register of members) representing Company Shares shall have the following legend endorsed conspicuously thereupon (or in such notation):

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS PURSUANT TO THE COMPANY’S BYE-LAWS AND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF APRIL 15, 2013 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS. A COPY OF THE BYE-LAWS AND SUCH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

7.2 Securities Act Legend . Each certificate (or, if no certificate, by appropriate notation in the Company’s register of members) representing Company Shares shall have the following legend endorsed conspicuously thereupon (or in such notation):

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN COUNTRY AND WERE ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER THE COMPANY’S BYE-LAWS AND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (I) AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER, (II) AS PERMITTED UNDER OTHER APPLICABLE LAWS AND (III) IN COMPLIANCE WITH SUCH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT AND BYE-LAWS. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, THE SELLER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT.”

7.3 Stop Transfer Instruction . The Company will instruct the Secretary of the Company not to register the Transfer of any Company Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

7.4 Termination of the Securities Act Legend . The requirement imposed by Section 7.2 shall cease and terminate as to any particular Company Shares when such Company Shares have been publicly sold pursuant to an effective registration statement under the Securities Act and in accordance with applicable non-U.S. securities laws.

8. AMENDMENT, TERMINATION, ETC.

8.1 Oral Modifications . This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

8.2 Written Modifications . Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, each Principal Shareholder and the Shareholders holding not less than a majority of the Outstanding Company Shares; provided , however , that the admission of new parties pursuant to the terms hereof shall not constitute an amendment of or notification of this Agreement for purposes of this Section 8.2.

Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “ Amendment ”) would adversely change or affect the rights of a particular Shareholder in a manner disproportionate to the rights of the Shareholders approving such Amendment, then the consent of such particular Shareholder shall also be required.

Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 8.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

8.3 Effect of Termination . No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

9. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.

Each Shareholder represents and warrants:

9.1 Qualified Institutional Buyer . Such Shareholder is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act.

9.2 Transfer Restrictions . Such Shareholder understands that the Company Shares have been or are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Company Shares have not been registered under the Securities Act and that (i) such securities may be offered, resold, pledged or otherwise Transferred only (A) pursuant to an exemption from registration under the Securities Act, (B) to the Company or any of its Subsidiaries or (C) pursuant to an effective registration statement and, in each case, in compliance with the limitations herein and in the Company’s Bye-Laws (as may be amended from time to time) and any applicable securities laws of any State of the United States or any other applicable jurisdiction and (ii) such Shareholder will, and each subsequent such Shareholder is required to, notify any later purchaser from it of the resale restrictions described in (i) above and any later purchaser shall be subject to such resale restrictions and the approval of the Bermuda Monetary Authority, if applicable.

9.3 Information . Such Shareholder confirms that (i) it has requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of acquiring Company Shares and the Shareholder and any accounts for which it is acting are each able to bear the economic risks of its or their investment, including a complete loss of the investment, (ii) it is not acquiring Company Shares with a view to any distribution of Company Shares; provided that the disposition of its property and the property of any accounts for which the Shareholder is acting as fiduciary shall remain at all times within its control and (iii) it acknowledges that it has had access to financial and other information, and has been afforded the opportunity to ask questions of representatives of the Company and receive answers to those questions, as it deemed necessary in connection with its investment in the Company.

9.4 Legends . Each Shareholder understands that the Company Shares will bear the legends set out in Sections 7.1 and 7.2 of this Agreement.

9.5 No Other Representations . Each Shareholder acknowledges that none of TDS, Intermediate or the Company nor any person representing any of the foregoing has made any representations to it with respect to the Company Shares, the Company, the Restructuring or the Company’s financial condition or results of operations or cash flows, apart from those representations set out in Section 10.1 of this Agreement.

9.6 Transferees . Each Shareholder agrees that it will deliver to each person to whom it proposes to Transfer Company Shares notice of the restrictions on Transfer of the Company Shares and any such transferee shall be deemed to have acknowledged any such restrictions upon such Transfer and such acknowledgement is a condition of such Transfer.

9.7 Reliance . Each Shareholder acknowledges that TDS, Intermediate, the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the foregoing acknowledgements, representations or agreements deemed to have been made by it are no longer accurate, it shall promptly notify the Company. If a Shareholder is acquiring any Company Shares as a fiduciary or agent for one or more investor accounts, such Shareholder represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

9.8 No Representation . Each Shareholder understands that no representation is made as to the availability of any exemption from Securities Act registration for the resale of the Company Shares.

9.10 Authorization; No Conflicts . The execution and delivery by such Shareholder of the Transaction Documents to which it is a party and performance of its obligations under the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, (i) has been duly authorized by all necessary action on the part of such Shareholder, (ii) do not, and will not, contravene the terms of the governing documents of such Shareholder (if applicable), and (iii) do not conflict with or result in any breach of or contravention of any law, rule or regulation applicable to such Shareholder, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on such Shareholder’s ability to perform its obligations hereunder.

9.11 Approval, Consent or Authorization . No approval, consent, authorization, or other action by, or notice to, or filing with, any governmental authority, is necessary or required in connection with the execution, delivery or performance by such Shareholder or enforcement against such Shareholder of the Transaction Documents to which it is a party, other than those that have been obtained or made on or prior to the Closing, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on such Shareholder’s ability to perform its obligations hereunder.

9.12 Valid, Binding and Enforceable . The applicable Transaction Documents have been duly executed and delivered by such Shareholder and constitute legal, valid and binding obligations of such Shareholder, enforceable against it in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the bankruptcy court.

10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPRESENTATIONS AND WARRANTIES OF TDS

10.1 Representations and Warranties of the Company . The Company hereby represents and warrants to each Shareholder that, other than as publically disclosed:

(a) Each of the Company and its Subsidiaries is, and after giving effect to the Restructuring, will continue to be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and each has and after giving effect to the Restructuring will have full corporate or other power and authority and all material governmental licenses, authorizations, consents and approvals necessary to own, lease and operate its property and to conduct the business in which it is engaged.

(b) Each of the Company and its Subsidiaries is, and after giving effect to the Restructuring will be, (i) in compliance with its organizational or governing documents and (ii) in compliance in all material respects with all requirements of applicable law.

(c) The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Company Shares issued on the date hereof (i) are within the Company’s power and authority and have been duly authorized by all necessary action, (ii) do not, and will not after giving effect to the Restructuring, contravene the terms of the Company’s Articles and the Company’s Bye-laws or other organizational or governing documents or any amendment thereof of the Company or any of its Subsidiaries, and (iii) do not, and will not after giving effect to the Restructuring, violate, conflict with or result in any breach of, contravention of or the creation of any Lien under, any material contractual obligation of the Company or any of its Subsidiaries or any law, order or decree applicable to the Company or any of its Subsidiaries.

(d) No approval, consent, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Person, is necessary or required in connection with the execution, delivery or performance by the

Company or enforcement against the Company or any of its Subsidiaries of the Transaction Documents, other than those that have been obtained or made on or prior to the Closing.

(e) The Transaction Documents have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(f) The Company has delivered to each Shareholder complete and accurate copies of the Company’s Articles and the Company’s Bye-laws and such documents remain in full effect as of the Closing after giving effect to the Restructuring.

(g) There is no litigation, arbitration, claim or proceeding pending before any governmental authority or threatened against the Company.

(h) Other than (i) the direct and indirect ownership of all of the outstanding equity interest of Travelport Holdings Limited and Travelport Limited and their respective Subsidiaries, and (ii) the obligations pursuant to the Transaction Documents, neither the Company nor any of its Subsidiaries (other than Travelport LLC and its Subsidiaries) have any assets, liabilities, obligations or operations.

(i) The Company has delivered to each Shareholder a complete and accurate capitalization table setting forth, as of the Closing and after giving effect to the Restructuring and the transactions contemplated hereby, the total authorized equity capital of the Company, each class and the number of issued and outstanding equity capital of the Company and the respective holders thereof and each class and the number of equity capital reserved for issuance under any equity incentive or similar plan or any other agreement or arrangement. All Company Shares that have or shall have been issued after giving effect to the Restructuring and the transaction contemplated hereby shall have been duly authorized, fully paid, non-assessable and free and clear from any taxes, liens, charges or encumbrances except for the obligations and restrictions under this Agreement. Except for the additional Management Shares, as of the Closing and after giving effect to the Restructuring and the transactions contemplated by this Agreement, there are no outstanding options, warrants or other rights to purchase Company Shares or any other equity securities of the Company nor is the Company obligated in any manner to issue any such Company Shares or other equity securities.

10.2 Representations and Warranties of TDS . TDS hereby represents and warrants as follows:

(a) TDS is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) The execution and delivery by TDS of the Transaction Documents to which it is a party and performance of its obligations under Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, (i) have been duly authorized by all necessary action by TDS, (ii) do not, and will not contravene the terms of the governing documents of TDS, and (iii) do not conflict with or result in any breach or contravention of any law, rule or regulation applicable to TDS, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on TDS’s ability to perform its obligations hereunder.

(c) No approval, consent, authorization, or other action by, or notice to, or filing with, any governmental authority, is necessary or required in connection with the execution, delivery or performance by TDS or enforcement against TDS of the Transaction Documents to which it is a party, other than those that have been obtained or made on or prior to the Closing, except to the extent such contravention, conflict or breach could not reasonably be expected to have a material adverse effect on TDS’s ability to perform its obligations hereunder.

(d) The applicable Transaction Documents have been duly executed and delivered by TDS and constitute legal, valid and binding obligations of TDS, enforceable against TDS in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the bankruptcy court.

11. DEFINITIONS.

For purposes of this Agreement:

11.1 Certain Matters of Construction . In addition to the definitions referred to or set forth below in this Section 11:

(a) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(b) The word “including” shall mean including, without limitation;

(c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(d) The masculine, feminine and neuter genders shall each include the other.

11.2 Definitions . The following terms shall have the following meanings:

“ Addendum Agreement ” shall mean an agreement in a form substantially similar to Exhibit A attached hereto.

“ Additional Director ” shall have the meaning set forth in Section 2.1.2(d).

“ Adverse Claim ” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

“ Affiliate ” means, when used with respect to a specified Person, any other Person that directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, and shall, for purposes of Section 2.2.1(b), be deemed to include each Person or “group” (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) that, directly or indirectly, through one or more intermediaries, beneficially owns (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) or Controls 5% or more of the voting stock of the Person specified.

“ AG ” shall mean Angelo, Gordon & Co.

“ AG Director ” shall mean the director of the Company, Travelport Holdings Limited and Travelport Limited designated by AG in accordance with Section 2.1.2(c) of this Agreement.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Amendment ” shall have the meaning set forth in Section 8.2.

“ beneficial ownership ” shall mean beneficial ownership as determined under Rule 13d-3 under the Exchange Act; and the terms “beneficially own” and “beneficial owner” have meanings correlative to the foregoing.

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

“ CEO Director ” shall have the meaning set forth in Section 2.1.2(b).

“ Change in Control ” shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Subsidiaries), or otherwise) as a result of which (i) a Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) acquires beneficial ownership of 50% or more of the total voting power of the Company Shares or (ii) all or substantially all of the assets of the Company and its Subsidiaries taken as a whole are sold by lease, license, sale or otherwise to a Person other than the Company or one or more of its Subsidiaries.

“ Closing ” shall have the meaning set forth in Section 1.1.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Company ” shall have the meaning set forth in the Preamble.

“ Company’s Articles ” shall mean the Company’s Memorandum of Association attached hereto as Exhibit C , as may be subsequently amended in accordance with the provisions of this Agreement.

“ Company’s Bye-laws ” shall mean the Bye-laws of the Company attached hereto as Exhibit D , as may be subsequently amended in accordance with the provisions of this Agreement.

“ Company Board ” shall have the meaning set forth in Section 2.1.1.

“ Company Equity Plan ” shall have the meaning set forth in the Recitals.

“ Company Sale ” shall mean any transaction whereby an Independent Third Party acquires directly or indirectly either (i) a majority of the equity of the Company or (ii) all or substantially all of the assets of the Company, by merger, amalgamation, consolidation, sale or transfer.

“ Company Shares ” shall have the meaning set forth in the Recitals.

“ Control ,” including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“ Convertible Securities ” shall mean any evidence of indebtedness, shares of stock or other securities or rights (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for Company Shares.

“ Credit Agreement ” means the Fourth Amended and Restated Credit Agreement, as amended, among Travelport LLC, as Borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, and the other agents and other lenders party thereto.

“ Drag Along Notice ” shall have the meaning set forth in Section 4.3.1.

“ Drag Along Sale Percentage ” shall have the meaning set forth in Section 4.3.

“ Drag Along Sellers ” shall have the meaning set forth in Section 4.3.1.

“ Electing Shareholder ” shall mean TCV and/or OEP.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

“ Holdings Board ” shall have the meaning set forth in Section 2.1.1.

“ Independent Third Party ” means (i) any Person that is not a Principal Shareholder (or any Affiliate, or any officer, director, or employee of such Shareholder or its Affiliates) and (ii) any group (within the meaning of Section 13(d)(3) of the Exchange Act) that does not include a Principal Shareholder (or any Affiliate, or any officer, director, or employee of such Shareholder or its Affiliates).

“ Initial Advisors ” shall mean Blackstone Management Partners L.L.C. (formerly known as Blackstone Management Partners V L.L.C.) and TCV.

“ Initial Principal Shareholder ” shall mean (i) any Principal Shareholder together with its Affiliates and (ii) if an Opt-In Event has occurred, the applicable Electing Shareholder together with its Affiliates, in each case that proposes to Transfer Shares to a Prospective Buyer.

“ Initial Public Offering ” shall mean the initial firm commitment underwritten Public Offering registered under the Securities Act or equivalent foreign securities laws (other than a registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form or equivalent foreign form)).

“ Investment and Cooperation Agreement ” shall mean the Investment and Cooperation Agreement, dated as of December 7, 2006, among TDS, the Company and OEP.

“ Intermediate ” shall mean Travelport Intermediate Limited, a Bermuda exempted company.

“ Intermediate Director ” shall mean the director of the Company, Travelport Holdings Limited and Travelport Limited designated by Intermediate in accordance with Section 2.1.2(c) of this Agreement.

“ Limited Board ” shall have the meaning set forth in Section 2.1.1.

“ Management Agreement ” shall mean the Transaction Monitoring and Fee Agreement (as amended or modified from time to time), dated as of August 23, 2006, among Travelport LLC and the Initial Advisors.

“ Management Shares ” shall have the meaning set forth in the Recitals.

“ Management Shareholders ” shall have the meaning set forth in the Recitals.

“ New Issue Offer Notice ” shall have the meaning set forth in Section 4.6.1.

“ New Securities ” shall mean any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

“ OEP ” shall mean OEP TP, Ltd.

“ Opt-In Event ” shall mean the election of an Electing Shareholder to be treated as an Initial Principal Shareholder for purposes of Section 4.2 hereof, which election shall be evidenced by the delivery of an irrevocable notice from such Electing Shareholder to the Company and each Principal Shareholder to the effect that such Electing Shareholder desires to be treated as an Initial Principal Shareholder for purposes of Section 4.2 hereof and agrees to be bound by Section 4.2 hereof.

“ Options ” shall mean any options to subscribe for, purchase or otherwise directly acquire Company Shares, other than any such option held by the Company or any right to purchase Company Shares pursuant to this Agreement.

“ Outstanding Company Shares ” shall mean as of the time of determination, the issued and outstanding Company Shares as of such time, including any Company Shares into which any outstanding Options, Warrants or Convertible Securities may be exercised, converted or exchanged (treating such Options, Warrants or Convertible Securities as a number of outstanding Company Shares for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged for all purposes of this Agreement except as otherwise specifically set forth herein).

“ Participating Drag Along Seller ” shall have the meaning set forth in Section 4.3.1.

“ Participating Seller ” shall have the meaning set forth in Sections 4.1.2.

“ Participating Principal Shareholder ” shall have the meaning set forth in Sections 4.2.2.

“ Person ” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Principal Shareholder ” means, each of: (i) Intermediate, (ii) AG and (iii) Q; provided that any such Shareholder shall cease to be a Principal Shareholder upon the earlier to occur of (i) such Shareholder and its Affiliates, collectively, cease to beneficially own 5% of more of the Outstanding Company Shares or (ii) if such Shareholder or any of its Affiliates (including, in the case of Intermediate, an Electing Shareholder) has sold, transferred or disposed of any Outstanding Company Shares (other than to an Affiliate of such Shareholder), such Shareholder and its Affiliates, collectively, cease to beneficially own 10% or more of the Outstanding Company Shares; provided , further , that, until an Opt-In Event has occurred with respect to an Electing Shareholder, (x) for the purposes of calculating Intermediate’s beneficial ownership in this definition, Outstanding Company Shares owned by such Electing Shareholder shall be excluded and (y) Sales of Outstanding Company Shares by such Electing Shareholder shall be disregarded (and, for the sake of clarity, upon such time as an Opt-In Event has occurred with

respect to an Electing Shareholder, (x) for the purposes of calculating Intermediate’s beneficial ownership in this definition, Outstanding Company Shares owned by such Electing Shareholder shall be included and (y) Sales of Outstanding Company Shares by such Electing Shareholder shall be included); and provided , further , except as set forth in the immediately preceding proviso, for purposes of calculating a Shareholder’s or its Affiliate’s ownership in this definition, only Outstanding Company Shares that are both beneficially owned and owned of record by such Shareholder and its Affiliates, collectively, shall be included.

“ Principal Shareholder Director ” shall have the meaning set forth in Section 2.1.2(c).

“ Principal Shareholder Tag Along Deadline ” shall have the meaning set forth in Section 4.2.2.

“ Principal Shareholder Tag Along Holder ” shall have the meaning set forth in Section 4.2.1.

“ Principal Shareholder Tag Along Notice ” shall have the meaning set forth in Section 4.2.1.

“ Principal Shareholder Tag Along Offer ” shall have the meaning set forth in Section 4.2.2.

“ Principal Shareholder Tag Along Sale Percentage ” shall have the meaning set forth in Section 4.2.1(a).

“ Principal Shareholder Tag Along Sellers ” shall have the meaning set forth in Section 4.2.2.

“ Pro Rata Portion ” shall mean, subject to adjustments in Section 4.4.3, with respect to each Tag Along Seller and by class, a number of Shares equal to the aggregate number of Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Shares held by such Tag Along Seller and the denominator of which is the aggregate number of Shares held by all Tag Along Sellers.

“ Prospective Buyer ” shall mean any Person proposing to purchase or otherwise acquire Shares from a Prospective Selling Shareholder or, in the case of Section 4.2, from an Initial Principal Shareholder.

“ Prospective Selling Shareholder ” shall mean:

(a) for purposes of Section 4.1, any Person or group of Persons (within the meaning of Section 13(d)(3) of the Exchange Act), together with such Person(s) Affiliates, beneficially owning a majority of the Outstanding Company Shares; and

(b) for purposes of Section 4.3, any Person or group of Persons (within the meaning of Section 13(d)(3) of the Exchange Act), together with such Person(s) Affiliates, beneficially owning a majority of the Outstanding Company Shares.

“ Public Offering ” shall mean a public offering and sale of Company Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws.

“ Q ” shall mean Q5-R5 Trading, Ltd. and R2 Top Hat, Ltd.

“ Q Director ” shall mean the director of the Company, Travelport Holdings Limited and Travelport Limited designated by Q in accordance with Section 2.1.2(c) of this Agreement.

“ Registration Rights Agreement ” shall mean the Registration Rights Agreement entered into on the date hereof among the Company and the Shareholders as contemplated by Section 5.7(a), in the form attached hereto as Exhibit B .

“ Requisite Shareholder Approval ” shall mean the approval of each Principal Shareholder, or if all Principal Shareholders cannot agree, then the holders of the majority of the Company Shares, including at least two Principal Shareholders.

“ Restructuring ” shall mean the consummation of the restructuring transactions described in the Restructuring Support Agreement.

“ Restructuring Support Agreement ” shall mean the restructuring support agreement, dated April 15, 2013, among the Company, Travelport Holdings Limited and each Consenting Lender (as defined therein) party thereto, as amended.

“ Sale ” shall mean a Transfer for value and the terms “ Sell ” and “ Sold ” shall have correlative meanings.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the United States Securities Act of 1933, as in effect from time to time.

“ Shareholders ” shall have the meaning set forth in the Preamble.

“ Shares ” shall mean the Company Shares and any other classes of ordinary or preferred shares of the Company; provided , that for the purposes of Sections 4.1, 4.2 and 4.3, a Transfer or Sale of any Shares “indirectly” shall include a Transfer or Sale by any Prospective Selling Shareholder or Initial Principal Shareholder of any equity interests in any Person that holds, directly or indirectly, Shares where such Transfer or Sale results in a change in such Prospective Selling Shareholder’s or Initial Principal Shareholder’s beneficial ownership of the Shares.

“ Strategic Investor ” shall mean, with respect to any proposed Transfer, (a) any Person that is reasonably determined, in good faith, by the Company Board to be a direct competitor of the Company or any of its Subsidiaries or a potential strategic investor in the Company or any of its Subsidiaries, (b) a vendor, supplier or customer, of the primary business products and services of the Company or its Subsidiaries, including, but not limited to, vendors, suppliers and customers in the hotel, car rental, airline and data center industries and (c) any Affiliate of any such Person specified in clause (a) or (b).

“ Subsidiary ” means, with respect to any Person, any company, corporation, partnership, limited liability company, association, joint venture or other business entity of which (i) if a company or corporation, at least 50% of the total voting power of shares entitled (irrespective of whether, at the time, shares of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, joint venture or other business entity, at least 50% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated herein, the term “Subsidiary,” shall refer to a Subsidiary of the Company.

“ Tag Along Deadline ” shall have the meaning set forth in Section 4.1.2.

“ Tag Along Holder ” shall have the meaning set forth in Section 4.1.1.

“ Tag Along Notice ” shall have the meaning set forth in Section 4.1.1.

“ Tag Along Offer ” shall have the meaning set forth in Section 4.1.2.

“ Tag Along Sale Percentage ” shall have the meaning set forth in Section 4.1.1(a).

“ Tag Along Sellers ” shall have the meaning set forth in Section 4.1.2.

“ TCV ” shall mean TCV VI Management L.L.C.

“ TDS ” shall have the meaning set forth in the Preamble.

“ Transaction Documents ” shall mean this Agreement and the Registration Rights Agreement.

“ Transfer ” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“ Travelport Holdings ” shall have the meaning set forth in the Preamble.

“ Travelport Limited ” shall have the meaning set forth in the Preamble.

“ Warrants ” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Company Shares.

12. MISCELLANEOUS.

12.1 Survival of Representations; Effect . Each party hereto acknowledges and agrees that such party’s representations and warranties contained in this Agreement shall survive the Closing. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture, group or other association.

12.2 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 12.2 prior to 5:00 p.m. (New York time) on a Business Day, (ii) the Business Day after the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (local time for the recipient) on any Business Day and earlier than 11:59 p.m. (local time for the recipient) on the day preceding the next Business Day, (iii) one (1) Business Day after being sent, if sent by nationally recognized overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or such other address as any such party shall designate by written notice to the other parties):

If to the Company:

Travelport Worldwide Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (914) 967-0128

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com

and with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Facsimile: (212) 735-2000

Attention: Gregory A. Fernicola and Andrea L. Nicolas

E-mail: Gregory.Fernicola@skadden.com and

Andrea.Nicolas@skadden.com

If to Travelport Holdings Limited:

Travelport Holdings Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (973) 939-1620

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com

If to Travelport Limited:

Travelport Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (973) 939-1620

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com

If to Intermediate or TDS:

Intermediate or TDS

c/o The Blackstone Group

345 Park Avenue

New York, New York 10154

Attention: Martin Brand

Telephone: (212) 583-5120

Facsimile: (212) 583-5483

Email: Brand@blackstone.com

With a copy (which copy shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, NY 10017

Attention: Wilson S. Neely

Telephone: (212) 455-7063

Facsimile: (212) 455-2502

Email: wneely@stblaw.com

If to Angelo, Gordon & Co. (as Principal Shareholder):

Angelo, Gordon & Co.

245 Park Avenue, 26 ^th Floor

New York, New York 10167

Attention: Gavin Baiera

Telephone: (212) 692-0217

Facsimile: (212) 867-6395

Email: gbaiera@angelogordon.com

With a copy (which copy shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Marilyn Sobel

Telephone: (212) 373-3027

Facsimile: (212) 492-0027

Email: msobel@paulweiss.com

If to Q Global Capital Management, L.P. (as Principal Shareholder):

Q Global Capital Management, L.P.

301 Commerce Street, Suite 3200

Fort Worth, Texas, 76102

Attention: Scott McCarty

Telephone: (817) 332-9500

Facsimile: (817) 332-7463

Email: smccarty@qinvestments.com

If to the other Shareholders, at such names and addresses on Schedule I .

12.3 Binding Effect, Etc . Except for the Company’s Articles, the Company’s Bye-laws, and upon execution and delivery by the parties named therein, the Registration Rights Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior written agreements or contemporaneous oral agreements or discussions, in each case, with respect to such subject matter, including the term sheet attached as Exhibit A to the Restructuring Support Agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors. In the event of any conflict, inconsistency or discrepancy between this Agreement and the Company’s Articles or the Company’s Bye-laws, the terms of this Agreement shall prevail.

12.4 Descriptive Heading . The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

12.5 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

12.6 Severability . In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

12.7 No Third Party Beneficiaries . Nothing in this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

13. GOVERNING LAW.

13.1 Governing Law . This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

13.2 Consent to Jurisdiction . Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts or to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby

consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.2 hereof is reasonably calculated to give actual notice.

13.3 WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.4 Exercise of Rights and Remedies . No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholders’ Agreement on the day and year first written above.


Travelport Worldwide Limited

By:		/s/ Rochelle J. Boas
Name:		Rochelle J. Boas
Title:		Senior Vice President and Assistant Secretary


Travelport Holdings Limited

By:		/s/ Rochelle J. Boas
Name:		Rochelle J. Boas
Title:		Senior Vice President and Assistant Secretary


Travelport Limited

By:		/s/ Rochelle J. Boas
Name:		Rochelle J. Boas
Title:		Senior Vice President and Assistant Secretary


TDS

TDS Investor (Cayman) L.P.

By:		/s/ Rochelle J. Boas
Name:		Rochelle J. Boas
Title:		Authorized Signatory

SHAREHOLDERS


Name of Shareholder:




by



Name:

Title:


For any Person requiring a second signature block:


by



Name:

Title:

Exhibit A

FORM OF ADDENDUM AGREEMENT

This Addendum Agreement is made this day of , 201 , by and between (the “ Transferee ”), (the “ Transferor ”) and Travelport Worldwide Limited, a Bermuda exempted company (the “ Company ”), pursuant to the terms of that certain Amended and Restated Shareholders’ Agreement dated as of April 15, 2013, including all exhibits and schedules thereto, as such agreement may have been amended from time to time (the “ Agreement ”), by and among the Company, the shareholder signatories thereto and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Company, the Shareholders and the other parties thereto entered into the Agreement to impose certain restrictions and obligations upon themselves, and to provide certain rights, with respect to, among others, the Company, the Shareholders and the Shares;

WHEREAS, the Transferee is acquiring Shares pursuant to a Transfer, in accordance with the Agreement; and

WHEREAS, the Company and the Shareholders have required in the Agreement that all Persons to whom Shares are Transferred by Shareholders must enter into an Addendum Agreement binding the Transferee to the Agreement to the same extent as if such Transferee were an original party thereto and imposing the same restrictions and obligations on the Transferee and the Shares to be acquired by the Transferee as are imposed upon Shareholders under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Transferee of the Shares, the Transferee acknowledges and agrees as follows:

1. The Transferee has received and read the Agreement and acknowledges that the Transferee is acquiring the Shares in accordance with and subject to the terms and conditions of the Agreement.

2. The Transferee represents and warrants, as of the date hereof, to the Company and the Shareholders as follows:

(a) the Transferee has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Transferee of this Agreement have been duly authorized by all necessary action;

(b) this Agreement has been duly and validly executed and delivered by the Transferee and constitutes the binding obligation of the Transferee enforceable against the Transferee in accordance with its terms;

(c) the execution, delivery, and performance by the Transferee of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law to which the Transferee is subject, (ii) violate any order, judgment, or decree applicable to the Transferee, or (iii) conflict with, or result in a breach or default under, any agreement or other instrument to which the Transferee is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on the Transferee’s ability to satisfy its obligations hereunder or under the Agreement;

(d) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any governmental authority or any other Person, is necessary on the part of the Transferee to perform its obligations hereunder or to authorize the execution, delivery and performance by the Transferee of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on the Transferee’s ability to satisfy its obligations hereunder, under the Agreement or under any agreement or other instrument to which the Transferee is a party;

(e) the Transferee is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act;

(f) the Transferee understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Shares have not been registered under the Securities Act and that (i) the Shares may be offered, resold, pledged or otherwise Transferred only (A) pursuant to an exemption from registration under the Securities Act, (B) to the Company or any of its Subsidiaries or (C) pursuant to an effective registration statement and, in each case, in compliance with the limitations in the Agreement and in the Company’s Bye-Laws (as may be amended from time to time) and any applicable securities laws of any State of the United States or any other applicable jurisdiction and (ii) the Transferee will, and each subsequent transferee is required to, notify any later purchaser from it of the resale restrictions described in (i) above and any later purchaser shall be subject to such resale restrictions and the approval of the Bermuda Monetary Authority, if applicable;

(g) the Transferee confirms that (i) the Transferee has requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of acquiring Shares and the Transferee and any accounts for which it is acting are each able to bear the economic risks of its or their investment, including a complete loss of the investment, (ii) the Transferee is not acquiring Shares with a view to any distribution of Shares; provided that the disposition of its property and the property

of any accounts for which the Transferee is acting as fiduciary shall remain at all times within its control and (iii) the Transferee acknowledges that it has had access to the financial and other information, and has been afforded the opportunity to ask questions of representatives of the Company and receive answers to those questions, as it deemed necessary in connection with its investment in the Company;

(h) the Transferee understands that the Shares will bear the legends set out in Sections 7.1 and 7.2 of the Agreement;

(i) the Transferee acknowledges that none of TDS, Intermediate or the Company nor any person representing the Company has made any representations to it with respect to the Shares, the Company, the Restructuring or the Company’s financial condition or results of operations or cash flows;

(j) the Transferee agrees that it will deliver to each person to whom it proposes to Transfer Shares notice of the restrictions on Transfer of the Shares and any such transferee shall be deemed to have acknowledged any such restrictions upon such Transfer and such acknowledgement is a condition of such Transfer;

(k) the Transferee acknowledges that TDS, Intermediate, the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the foregoing acknowledgements, representations or agreements deemed to have been made by it are no longer accurate, it shall promptly notify the Company. If the Transferee is acquiring any Shares as a fiduciary or agent for one or more investor accounts, the Transferee represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account;

(l) the Transferee understands that no representation is made as to the availability of any exemption from Securities Act registration for the resale of the Shares; and

(m) the Transferee does not have any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the execution, delivery or performance of this Agreement by the Transferee.

3. The Transferee agrees that the Shares acquired or to be acquired by the Transferee are bound by and subject to all of the terms and conditions of the Agreement, and hereby joins in, and agrees to be bound, by, and shall have the benefit of (subject to Section 3.4 of the Agreement), all of the terms and conditions of the Agreement to the same extent as if the Transferee was an original party to the Agreement; provided, however , that the Transferee’s joinder in the Agreement shall not constitute admission of the Transferee unless and until the Company executes this Agreement confirming the due admission of the Transferee. This Addendum Agreement shall be attached to and become a part of the Agreement.

4. For good and valuable consideration, the sufficiency of which are hereby acknowledged by the Transferor and the Transferee, the Transferor hereby transfers and assigns

absolutely to the Transferee [all of its Shares] [such portion of its Shares as is specified below], including, for the avoidance of doubt, all rights, title and interest in and to such Shares, with effect from the date hereof.

5. The Transferee hereby agrees to accept the Shares of the Transferor and hereby agrees and consents to become a Shareholder.

6. It is hereby confirmed by the Transferor that the Transferor has complied in all respects with the provisions of the Agreement with respect to the transfer of the Shares. The number of Shares currently held by the Transferor, and to be transferred and assigned pursuant to this Addendum Agreement, are as follows:

Number of Shares

[ ]

7. In respect of such Shares listed in Section 6 hereof and all additional Shares and other securities of the Company which the Transferee shall hold in the Company after the date hereof, the Transferee hereby waives, pursuant to Section 88 of The Companies Act 1981, as amended, of Bermuda the requirement that (i) the Company lay before general meetings of the Company’s shareholders financial statements prepared in accordance with generally accepted accounting principles and an auditor’s report thereon in respect of the financial years ending 2010 through and including 2021 and (ii) an auditor be appointed to the close of the next annual general meeting.

8. Any notice required as permitted by the Agreement shall be given to Transferee at the address listed beneath the Transferee’s signature below.

9. This Addendum Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.


[TRANSFEREE]

By:
		Name:
		Title:
		Address:


[TRANSFEROR]

By:
		Name:
		Title:

ACKNOWLEDGED AND ACCEPTED:


TRAVELPORT WORLDWIDE LIMITED

By:
		Name:
		Title:

Exhibit 10.50

Amendment 15 to

Worldspan Asset Management Offering Agreement

This amendment is the fifteenth amendment (“Amendment 15”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Travelport, LP (formerly Worldspan L.P.) (“Travelport”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6 effective as of October 1, 2007, Amendment 7 effective as of October 1, 2007, Amendment 8 effective as of October 1, 2007, Amendment 9 effective as of October 1, 2007, Amendment 10 effective as of March 31, 2009, Amendment 11 effective as of March 31, 2010, Amendment 12 effective as of December 17, 2010, Amendment 13 effective as of December 23, 2011, and Amendment 14 effective as of November 21, 2012 (collectively, the “AMO Agreement”).

Each term defined in the AMO Agreement shall have the same meaning in this Amendment 15 unless otherwise provided herein or inconsistent with the content hereof.

The purposes of this Amendment 15 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 15.

This Amendment 15 becomes effective as of January 1, 2013 (the “Effective Date of Amendment 15”).

This Amendment 15 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Amendment 15 made by reliable means is considered an original.

Travelport, IBM and IBM Credit hereby agree that, as of the Effective Date of Amendment 15, the AMO Agreement shall be amended as follows:

Capacity Utilization Reporting . The seventh paragraph of subsection (4), entitled “Capacity Utilization Reporting”, of Section 6 of the AMO Agreement is hereby amended in its entirety to read as follows:

“The Capacity Utilization Report for each month must report the Daily Airline Hosting MIPS for the day on which the highest TPF Adjusted Peak Capacity Usage for that month occurred. This Daily Airline Hosting MIPS will be considered the highest daily usage of Airline Hosting MIPS reported in the Airline Hosting Capacity Utilization Report for that month for purposes of the definition of “Annual Airline Hosting MIPS Usage” in the ESO Agreement.”

Maintenance Services . Section 12 of the AMO Agreement, entitled “Maintenance Services”, is hereby amended in its entirety to read as follows:

“12. Maintenance Services

During the term of this AMO Agreement and for the Monthly Payments specified herein, IBM will provide Maintenance Services for the Machines specified in Exhibit B and in Sections 1 and 2 of Exhibit C. The terms governing these Maintenance Services are contained in the IBM Master Services Attachment for Service Elite, Attachment number MAB7X7W, currently in effect between IBM and Travelport or any follow-on agreement that may subsequently be agreed-to that applies to these types of Machines. Additional terms specific to this AMO Agreement are contained in Exhibit H to this AMO Agreement.

The charges for the Maintenance Services will not be changed during the term of this AMO Agreement, except as expressly provided herein. Travelport may (1) upon thirty (30) days’ prior written notice to IBM, delete Machines from Maintenance Services under this AMO Agreement, or (2) with prior written

Page 1 of 3

notice to IBM, add Machines to Maintenance Services under this AMO Agreement. IBM will perform a periodic reconciliation of any such changes (additions or deletions) and the subsequent Monthly Payments will be adjusted to reflect the applicable amounts (increases or decreases) for each applicable month as confirmed by the Parties in an Order Letter.”

Machine Maintenance Services . Exhibit H (Machine Maintenance Services) to the AMO Agreement is hereby amended as follows:

(a) Section 3) thereof is amended in its entirety to read as follows:

“ 3) Start of Maintenance Services

When Travelport orders Maintenance Services for a Machine under the AMO Agreement, the Maintenance Services will start on the date designated by Travelport upon reasonable prior written notice to IBM. IBM may inspect the Machine within one month following the order and if IBM determines that the Machine is not in an acceptable condition for Maintenance Services, Travelport may either (i) have IBM restore the Machine for a charge, or (ii) withdraw its request for Maintenance Services for the Machine. However, Travelport will be charged for any Maintenance Services that IBM has performed at Travelport’s request.

Upon such start of Maintenance Services for a Machine, IBM will increase the Monthly Payment by an amount equal to the amount IBM is then charging Travelport for Maintenance Services for comparable Machines under the AMO Agreement. IBM will disclose this amount to Travelport at the time Travelport requests Maintenance Services for the Machine, and IBM’s AMO Agreement Executive or equivalent will certify the accuracy of the amount. If IBM is not then providing Maintenance Services for comparable Machines under the AMO Agreement, then IBM will increase the Monthly Payment by an amount determined in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise.

(b) Section 4) thereof is amended in its entirety to read as follows:

“4) Termination of Maintenance Services

Maintenance Services for each Machine will terminate on the earlier of:

(i)

the date designated by Travelport upon at least thirty (30) days’ prior written notice to IBM;

Upon such termination of Maintenance Services for a Machine, IBM will reduce the Monthly Payment by an amount equal to the amount IBM is then charging Travelport for Maintenance Service for that Machine under the AMO Agreement. IBM will disclose this amount to Travelport at the time Travelport notifies IBM of the termination of Maintenance Services for the Machine, and IBM’s AMO Agreement Executive or equivalent will certify the accuracy of the amount.

(ii) the Return Date or Maintenance Termination Date for the Machine as shown in Exhibit B or C.”

Continued Effect . Except for the changes specified in this Amendment 15, all other terms and conditions of the AMO Agreement remain unmodified.

Entire Agreement . The Parties agree that this Amendment 15 is the complete agreement between the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 15. If there is a conflict between the terms of this Amendment 15 and the terms of an Included Agreement, the terms of this Amendment 15 will prevail.

Page 2 of 3


*Agreed to:* Travelport, LP by Travelport Holdings, LLC, its General Partner

By:		/s/ Graham G. Phillips, Jr.
		Authorized Signature


Name (type or print):		Graham G. Phillips, Jr.

Date:

30 September 2013

Jurisdiction of Organization: Delaware


*Agreed to:* International Business Machines Corporation		*Agreed to:* IBM Credit LLC

By:	/s/ Patti Feeney	By:	/s/ Gordon A. Terranova
	Authorized Signature		Authorized Signature

Name (type or print):

Patti Feeney

Name (type or print):

Gordon A. Terranova

Date:

09/30/2013

Date:

October 15, 2013

Customer No.: 9885094

AMO Agreement No.: ASVB594

IBM Customer Agreement No.: JJT-0003

Term Lease Agreement No.: JJT-0001

Page 3 of 3

Exhibit 10.51

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 16 to

Worldspan Asset Management Offering Agreement

This amendment is the sixteenth amendment (“Amendment 16”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Travelport, LP (formerly known as Worldspan L.P.) (“Travelport”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement No. ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6 effective as of October 1, 2007, Amendment 7 effective as of October 1, 2007, Amendment 8 effective as of October 1, 2007, Amendment 9 effective as of October 1, 2007, Amendment 10 effective as of March 31, 2009, Amendment 11 effective as of March 31, 2010, Amendment 12 effective as of December 17, 2010, Amendment 13 effective as of December 23, 2011, Amendment 14 effective as of November 21, 2012, and Amendment 15 effective as of January 1, 2013 (collectively, the “AMO Agreement”).

Each term defined in the AMO Agreement shall have the same meaning in this Amendment 16 unless otherwise provided herein or inconsistent with the content hereof.

The purposes of this Amendment 16 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 16.

This Amendment 16 becomes effective as of December 30, 2013 (the “Effective Date of Amendment 16”).

This Amendment 16 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Amendment 16 made by reliable means is considered an original.

Travelport, IBM and IBM Credit hereby agree that, as of the Effective Date of Amendment 16, the AMO Agreement shall be amended as follows:

Special Offering Attachment for * * * Exhibit. Exhibit N (Special Offering Attachment for * * *) to the AMO Agreement is replaced in its entirety with the Exhibit N attached as Attachment 1 to this Amendment 16.

TPF Capacity. In Section 6 of the AMO Agreement, entitled “TPF Capacity”, subsection (1) entitled “Definitions”, replace the “* * * Capacity” definition in its entirety with the following:

“* * * Capacity” is a subset of TPF Fixed Capacity and is the number of MIPS of the TPF Fixed Capacity that may be used for * * * Systems. * * * Capacity is limited to * * * running on an IBM * * * Machine (* * *) and * * * running on another IBM * * * Machine (* * *), for an aggregate total of * * * of * * * Capacity. The TPF operating system may be run as a guest of * * * under the provisions of this paragraph.”

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Page 1 of 6

TPF Capacity. In Section 6 of the AMO Agreement, entitled “TPF Capacity”, subsection (3) entitled “General”, replace Table A in its entirety with the following:

* * *

Note : The Machine capacity designated as available for * * * Systems shown in the table above does not include capacity used for * * * Systems on Integrated Facility for Linux (“IFL”) or Integrated Coupling Facilities (“ICF”).”

4 .

In Section 53 to the AMO Agreement, entitled “Option to Acquire * * * or Then-Current Technology”, replace Table B in its entirety with the following:

Table B

* * *

Delete Section 54 “Acquisition of Future MIPS on IBM System * * * or Then Currently Available Technology” in its entirety.

Continued Effect. Except for the changes specified in this Amendment 16, all other terms and conditions of the AMO Agreement remain unmodified.

Entire Agreement. The Parties agree that this Amendment 16 is the complete agreement between the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 16. If there is a conflict between the terms of this Amendment 16 and the terms of an Included Agreement, this Amendment 16 prevails.

Agreed to:

Travelport, LP by Travelport Holdings, LLC, its General Partner



By:		/s/ Jimmy McCullough


Authorized Signature



Name (type or print):		Jimmy McCullough


Title:		Group Vice President
Date:		12/30/13
Jurisdiction of Organization: Delaware

Page 2 of 6


*Agreed to:* International Business Machines Corporation		*Agreed to:* IBM Credit LLC

By:	/s/ Patti Feeney	By:	/s/ Gordon A. Terranova
	Authorized Signature		Authorized Signature



Name (type or print):	Patti Feeney	Name (type or print):	Gordon A. Terranova



Title:	010 Proj. Exec.	Title:	Business Unit Executive, IGF



Date:	12/30/2013	Date:	12/30/2013

Customer No.: 9885094

AMO Agreement No.: ASVB594

IBM Customer Agreement No.: JJT-0003

Term Lease Agreement No.: JJT-0001

Page 3 of 6

Attachment 1

Exhibit N

Revised Special Offering Attachment for * * * on IBM * * * Machines

LOGO Customer Agreement

Special Offering Attachment for * * *

This Revised Special Offering Attachment for * * * on IBM * * * Machines (this “Attachment”) are in addition to those of the IBM Customer Agreement, Agreement Number JJT-0003 (“ICA”), and the IBM International Program License Agreement (“IPLA”) in effect between IBM and Travelport. Travelport accepts the terms of this Attachment by signing Amendment 16 to the Parties’ AMO Agreement. This Attachment is Exhibit N to the AMO Agreement and as of the Effective Date of Amendment 16 replaces the prior existing Exhibit N.

1.	Definitions


LPAR		Logical partitions in which an IBM Program runs.

MSUs		Millions of Service Units per hour. Units of workload capacity of an Eligible Machine.

2.	Eligible Programs

The following Programs are eligible for the special pricing described in this Attachment (collectively, the “Eligible Programs”):

A. * * * OTC:

* * *

The Programs listed above are one-time-charge Programs licensed under the terms of the IPLA (collectively, the “* * * OTC Programs”). The subscription and support (“Software Maintenance”) for such * * * OTC Programs is provided under the terms of the IBM Agreement for the Acquisition of Software Maintenance (“IAASM”).

* * * Restricted Use License (RUL) – Dynamic I/O Configuration Support of TPF :

Travelport may use * * * (and version upgrades) in association with its licensed use of * * * or * * * to provide operational support for TPF. * * * function is limited to * * * of TPF workloads in the defined LPAR(s) aligned to the size of an engine(s). Any other use, specifically doing general development support or running CMS guests for test partitions is not permitted without a full separate * * * license for every CPU applicable. Travelport must maintain * * * (RUL) license entitlement for the IFL or GP engines used in support of this function.

This RUL for * * * applies to the following Travelport environments/LPARS:

•

* * *

•

* * *

•

* * *

Page 4 of 6

•

* * *

B. * * *:

* * *

The Programs listed above are monthly license charge Programs licensed under the terms of the ICA (collectively, the “* * * MLC Programs”). The Software Maintenance for such * * * MLC Programs is provided under the IAASM.

Travelport represents that all of the Eligible Programs described above will be run on shared LPARs on the following Machines up to the following MSUs:

* * *

3.	Charges

As long as the following conditions are met, IBM agrees to charge Travelport only for the capacity on which the Eligible Programs are running:

•

The Eligible Programs and any TPF guest workload must reside in a * * * provided that the LPAR(s) align * * *;

•

Travelport has and must continue to license * * *, (* * * and version upgrades), to the number of shared * * * engine(s);

•

* * * MLC Program licensing and charging is at the MSU capacity of the engine(s) in the LPAR(s) shown above;

•

VSE and z/OS guest workloads are not allowed in the shared LPAR(s);

•

All Eligible Machines must provide Call Home data of the * * * LPAR(s) size annually; and

•

If * * * LPAR exceeds the * * * as set forth in the table above, Travelport must notify IBM and the Parties will review the terms, conditions and pricing described in this Attachment and make adjustments thereto.

4.	Travelport’s Responsibilities

Travelport agrees to:

(1)

promptly install any enabling code for IBM Programs or IBM * * * Licensed Internal Code (“LIC”), if any, required for the pricing described in this Attachment;

(2)

notify IBM if Travelport elects to convert from the pricing described in this Attachment to another form that is generally available to Travelport:

(3)

configure your Machine to send Transmit System Availability Data (TSAD) weekly to IBM via the Remote Support Facility (RSF). This enables IBM to verify that the product LPAR utilization capacity MSUs are consistent with Travelport’s actual Machine configuration. Failure to submit TSAD may result in IBM * * * MLC Programs being charged on a Full Capacity MSU basis; and

(4)

assign a person in Travelport’s organization with authority to discuss and promptly resolve any questions or inconsistencies concerning * * * OTC or * * * MLC * * *, current license entitlement, and configuration data reported via the RSF for the Machines running * * *.

Page 5 of 6

5.	General

By accepting the terms of this Attachment, Travelport agrees to allow IBM to audit Travelport’s compliance with the terms of this Attachment upon reasonable prior notice to Travelport from IBM. Travelport understands that IBM may use information IBM has about the Travelport Enterprise’s system in IBM’s audit activities and Travelport agrees to provide IBM with machine access and/or copies of system tools outputs and/or other system information as appropriate to conduct such audits.

In the event that IBM makes generally available a * * * offering supported under * * * or makes * * * support available in * * * on terms that are as favorable to Travelport as the terms of this Attachment, then Travelport shall act in good faith in using such * * * offering and/or * * * in lieu of the provisions of this Attachment and, to the extent that Travelport is so using such capabilities, this Attachment shall terminate. Otherwise, this Attachment shall be valid through the termination or expiration of the AMO Agreement. The terms in this Attachment are IBM Confidential.

*** End of Attachment 1, Exhibit N ***

Page 6 of 6

Exhibit 12

Travelport Limited

Computation of Ratio to Earnings to Fixed Charges


	Year Ended December 31,
(in $ millions)	2013			2012			2011			2010			2009
Earnings available to cover fixed charges:
(Loss) income from continuing operations before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(183	)		(146	)		(87	)		4			57
Plus: Fixed charges		355			300			296			284			296
Plus: Amortization of capitalized interest		4			3			2			1			—
Less: Interest capitalized		(6	)		(3	)		(3	)		(6	)		(3	)
Less: Non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges		(5	)		2			2			—			(3	)

Earnings available to cover fixed charges		165			156			210			283			347

Fixed Charges:
Interest, including amortization of deferred finance costs but excluding gain (loss) on extinguishment of debt		343			291			287			272			286
Interest capitalized		6			3			3			6			3
Interest portion of rental payment		6			6			6			6			7

Total fixed charges		355			300			296			284			296

Ratio of Earnings to Fixed Charges		n/a			n/a			n/a			n/a			1.17

For the years ended December 31, 2013, 2012, 2011 and 2010, the Company’s earnings were insufficient to cover fixed charges by $190 million, $144 million, $86 million and $1 million, respectively.

Exhibit 21


Name		Jurisdiction of Incorporation
4Oceans Limited (in liquidation)		England and Wales
Bastion Surety Limited		England and Wales
Cendant Hellas EPE		Greece
Coelis S.A.S.		France
Covia Canada Partnership Corp		Canada
Galileo Afrique Centrale Sarl		Cameroon
Galileo Asia, LLC		Delaware
Galileo Central West Africa (Senegal) SARL		Senegal
Galileo Deutschland GmbH		Germany
Galileo España S.A.		Spain
Galileo France S.a.r.l.		France
Galileo International BV		Netherlands
Galileo International Technology, LLC		Delaware
Galileo Latin America, L.L.C.		Delaware
Galileo Malaysia Limited		Delaware
Galileo Nederland II BV		Netherlands
Galileo Portugal Limited		England and Wales
Galileo Technologies, LLC		Delaware
OWW2, LLC		Delaware
Travelport Baltijia Sia		Latvia
Sprice Pte Ltd		Singapore
Southern Cross Distribution Services (NZ) Limited		New Zealand
Southern Cross Distribution Systems Pty Limited		New South Wales, Australia
TDS Investor (Luxembourg) S.a.r.l.		Luxembourg
The Galileo Company		England and Wales
Timas Limited		Ireland
TP Luxembourg S.a.r.l		Luxembourg
Travel Industries, Inc.		Delaware
Travelport Andina SAS		Colombia
Travelport Argentina S.R.L.		Argentina
Travelport Bahrain W.L.L.		Bahrain
Travelport (Beijing) Information Technology Co. Ltd.		Beijing
Travelport Belgium N.V.		Belgium
Travelport (Bermuda) Ltd.		Bermuda
Travelport Brasil Soluçơes em Viagens Ltda.		Brazil
Travelport Canada Distribution Systems, Inc.		Ontario, Canada
Travelport (Cayman) Ltd.		Cayman Islands
Travelport Chile Limitada		Chile
Travelport Cyprus Limited		Cyprus
Travelport DenmarkA/S.		Denmark
Travelport Finance Limited		United Kingdom
Travelport Finance Management, LLC		Delaware
Travelport Global Distribution System B.V.		Netherlands
Travelport Gulf LLC		Oman
Travelport Guarantor LLC		Delaware
Travelport Hellas Ypiresies Diethnon Taxiodiotikon
Pliroforion Monoprosopi Etaireia Periorismenis Efthynis		Greece
Travelport Holdings, Inc.		Delaware
Travelport Holdings, LLC		Delaware
Travelport Holdings (UK) Limited		United Kingdom
Travelport Hungary Kft		Hungary


Travelport Inc.		Delaware
Travelport International Limited		England and Wales
Travelport International Services, Inc.		Delaware
Travelport Investor (Luxembourg) Partnership S.E.C.S.		Luxembourg
Travelport Investor (Luxembourg) Partnership S.E.C.S.
Schaffhausen Branch		Switzerland
Travelport Investor (Luxembourg) S.a.r.l.		Luxembourg
Travelport Investor LLC		Delaware
Travelport Italia S.r.l.		Italy
Travelport Jersey 1 Limited		Jersey
Travelport Jersey 2 Limited		Jersey
Travelport Jersey 3 Limited		Jersey
Travelport Lebanon S.a.r.l.		Lebanon
Travelport (Luxembourg) S.a.r.l.		Luxembourg
Travelport LLC		Delaware
Travelport, LP		Delaware
Travelport Mexico S.A. de C.V.		Mexico
Travelport North America, Inc.		Delaware
Travelport Operations, Inc.		Delaware
Travelport Peru S.R.L.		Peru
Travelport Poland Sp z.o.o.		Poland
Travelport Romania Services S.R.L.		Romania
Travelport Saudi Arabia LLC		Saudi Arabia
Travelport Services LLC		Delaware
Travelport Services (Kenya) Limited		Kenya
Travelport Services Limited		England and Wales
Travelport Southern Africa (Proprietary) Limited		Southern Africa
Travelport Sweden AB		Sweden
Travelport Switzerland AG		Switzerland
Travelport Taiwan Co., Limited		Taiwan
Travelport (UK) Services Limited		England and Wales
Travelport Venezuela C.V.		Venezuela
Travelwire AS		Norway
Waltonville Limited		Gibraltar
Worldspan Technologies Inc.		Delaware
WS Financing Corp		Delaware
Worldspan Dutch Holdings B.V.		Netherlands
Worldspan Greece Global Travel Information Services		Greece
Worldspan LLC		Delaware
Worldspan Services Singapore Pte. Ltd.		Singapore
Worldspan S.A. Holdings II, LLC		Georgia
Worldspan iJet Holdings LLC		Delaware
Worldspan Open Table Holdings LLC, Inc.		Georgia
Worldspan XOL LLC		Georgia
Worldspan Viator Holdings, LLC		Delaware
Worldspan BBN Holdings, LLC		California
Worldspan South American Holdings LLC		Georgia
Worldspan Services Costa Rica, SRL		Costa Rica
Worldspan Services Chile Limitada		Chile
Worldspan Digital Holdings, LLC		Delaware
Worldspan StoreMaker Holdings, LLC		Delaware

Exhibit 31.1

CERTIFICATIONS

I, Gordon Wilson, certify that:

1.	I have reviewed this annual report on Form 10-K 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: March 10, 2014

/s/ GORDON WILSON

Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Philip Emery, certify that:

1.	I have reviewed this annual report on Form 10-K 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: March 10, 2014

/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 Annual Report of Travelport Limited (the “Company”) on Form 10-K for the period ended December 31, 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 WILSON

Gordon Wilson

Chief Executive Officer

March 10, 2014

/s/ P HILIP E MERY

Philip Emery

Executive Vice President and Chief Financial Officer

March 10, 2014

Exhibit 99

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Orbitz Worldwide, Inc.

Chicago, Illinois

We have audited the accompanying consolidated balance sheets of Orbitz Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income/ (loss), cash flows, and shareholders’ equity/(deficit) for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Orbitz Worldwide, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

March 6, 2014

ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Years Ended December 31,
	2013			2012			2011
Net revenue	$	847,003		$	778,796		$	766,819
Cost and expenses:
Cost of revenue		154,403			147,840			139,390
Selling, general and administrative		280,418			260,253			270,617
Marketing		292,470			252,993			241,670
Depreciation and amortization		55,110			57,046			60,540
Impairment of goodwill and intangible assets		—			321,172			49,891
Impairment of property and equipment and other assets		2,636			1,417			—

Total operating expenses		785,037			1,040,721			762,108

Operating income/(loss)		61,966			(261,925	)		4,711
Other income/(expense):
Net interest expense		(43,786	)		(36,599	)		(40,488	)
Other income/(expense)		(18,100	)		(41	)		551

Total other expense		(61,886	)		(36,640	)		(39,937	)

Income/(loss) before income taxes		80			(298,565	)		(35,226	)
Provision/(benefit) for income taxes		(165,005	)		3,173			2,051

Net income/(loss)	$	165,085		$	(301,738	)	$	(37,277	)

Net income/(loss) per share - basic:
Net income/(loss) per share	$	1.53		$	(2.86	)	$	(0.36	)

Weighted-average shares outstanding		107,952,327			105,582,736			104,118,983

Net income/(loss) per share - diluted:
Net income/(loss) per share	$	1.46		$	(2.86	)	$	(0.36	)

Weighted-average shares outstanding		113,072,679			105,582,736			104,118,983

See Notes to Consolidated Financial Statements

ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(in thousands)


	Years Ended December 31,
	2013			2012			2011
Net income/(loss)	$	165,085		$	(301,738	)	$	(37,277	)
Other comprehensive income/(loss) (a):
Currency translation adjustment		7,802			(7,147	)		(1,273	)
Unrealized gain/(loss) on floating to fixed interest rate swaps (net of tax of $2,558, $0, and $0)		(2,282	)		311			2,329

Other comprehensive income/(loss)		5,520			(6,836	)		1,056

Comprehensive income/(loss)	$	170,605		$	(308,574	)	$	(36,221	)

See Notes to Consolidated Financial Statements

ORBITZ WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	December 31, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	117,385		$	130,262
Accounts receivable (net of allowance for doubtful accounts of $1,186 and $903, respectively)		82,599			75,789
Prepaid expenses		17,113			11,018
Due from Travelport, net		12,343			5,617
Other current assets		13,862			3,072

Total current assets		243,302			225,758
Property and equipment (net of accumulated depreciation of $334,720 and $297,618)		116,145			132,544
Goodwill		345,388			345,388
Trademarks and trade names		90,398			90,790
Other intangible assets, net		89			830
Deferred income taxes, non-current		160,637			6,773
Restricted cash		118,761			24,485
Other non-current assets		32,966			7,746

Total Assets	$	1,107,686		$	834,314

Liabilities and Shareholders’ Equity/(Deficit)
Current liabilities:
Accounts payable	$	16,432		$	21,485
Accrued merchant payable		337,308			268,589
Accrued expenses		145,778			118,329
Deferred income		40,616			34,948
Term loan, current		13,500			24,708
Other current liabilities		4,324			5,365

Total current liabilities		557,958			473,424
Term loan, non-current		429,750			415,322
Tax sharing liability		61,518			70,912
Other non-current liabilities		16,738			17,319

Total Liabilities		1,065,964			976,977

Commitments and contingencies (see Note 9)
Shareholders’ Equity/(Deficit):
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value, 140,000,000 shares authorized, 108,397,627 and 105,119,044 shares issued, respectively		1,084			1,051
Treasury stock, at cost, 25,237 shares held		(52	)		(52	)
Additional paid-in capital		1,055,213			1,041,466
Accumulated deficit		(1,017,539	)		(1,182,624	)
Accumulated other comprehensive income/(loss) (net of accumulated tax benefit of $0 and $2,558, respectively)		3,016			(2,504	)

Total Shareholders’ Equity/(Deficit)		41,722			(142,663	)

Total Liabilities and Shareholders’ Equity/(Deficit)	$	1,107,686		$	834,314

See Notes to Consolidated Financial Statements

ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Years Ended December 31,
	2013			2012			2011
Operating activities:
Net income/(loss)	$	165,085		$	(301,738	)	$	(37,277	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization		55,110			57,046			60,540
Impairment of goodwill and intangible assets		—			321,172			49,891
Impairment of property and equipment and other assets		2,636			1,417			—
Amortization of unfavorable contract liability		(3,580	)		(6,717	)		(1,678	)
Non-cash net interest expense		14,959			13,251			15,008
Deferred income taxes		(167,479	)		869			767
Stock compensation		12,913			7,566			8,521
Changes in assets and liabilities:
Accounts receivable		(7,906	)		(12,549	)		(7,073	)
Due from Travelport, net		(6,735	)		(1,624	)		12,960
Accounts payable, accrued expenses and other current liabilities		20,209			(5,549	)		20,738
Accrued merchant payable		66,814			28,065			1,358
Deferred income		5,130			8,429			(2,291	)
Other		(3,913	)		(2,579	)		(3,618	)

Net cash provided by operating activities		153,243			107,059			117,846

Investing activities:
Property and equipment additions		(39,302	)		(47,026	)		(44,059	)
Changes in restricted cash		(93,965	)		(16,812	)		(3,471	)

Net cash used in investing activities		(133,267	)		(63,838	)		(47,530	)

Financing activities:
Payments on and retirement of term loans		(896,780	)		(32,183	)		(19,808	)
Issuance of long-term debt, net of issuance costs		877,718			—			—
Employee tax withholdings related to net share settlements of equity-based awards		(6,472	)		(2,179	)		(1,628	)
Proceeds from exercise of employee stock options		7,340			—			—
Payments on tax sharing liability		(16,765	)		(15,408	)		(8,847	)
Payments on note payable		—			(231	)		(228	)

Net cash used in financing activities		(34,959	)		(50,001	)		(30,511	)

Effects of changes in exchange rates on cash and cash equivalents		2,106			871			(856	)

Net increase/(decrease) in cash and cash equivalents		(12,877	)		(5,909	)		38,949
Cash and cash equivalents at beginning of year		130,262			136,171			97,222

Cash and cash equivalents at end of year	$	117,385		$	130,262		$	136,171

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)


	Years Ended December 31,
	2013		2012		2011
Supplemental disclosure of cash flow information:
Income tax payments, net	$	1,454	$	1,170	$	1,342
Cash interest payments	$	29,402	$	26,635	$	26,613
Non-cash investing activity:
Capital expenditures incurred not yet paid	$	3,786	$	2,309	$	447

See Notes to Consolidated Financial Statements

ORBITZ WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)

(in thousands, except share data)


											Additional Paid in Capital						Accumulated Other Comprehensive Income/(Loss)						Total Shareholders’ Equity/ (Deficit)
	Common Stock				Treasury Stock									Accumulated Deficit			Interest Rate Swaps			Foreign Currency Translation
	Shares		Amount		Shares			Amount						Accumulated Deficit			Interest Rate Swaps			Foreign Currency Translation
Balance at January 1, 2011		102,368,097	$	1,023		(25,237	)	$	(52	)	$	1,029,215		$	(843,609	)	$	(358	)	$	3,634		$	189,853
Net loss		—		—		—			—			—			(37,277	)		—			—			(37,277	)
Amortization of equity-based compensation awards granted to employees, net of shares withheld to satisfy employee tax withholding obligations upon vesting		—		—		—			—			6,893			—			—			—			6,893
Common shares issued upon vesting of restricted stock units		1,446,672		15		—			—			(15	)		—			—			—			—
Other comprehensive income/ (loss)		—		—		—			—			—			—			2,329			(1,273	)		1,056

Balance at December 31, 2011		103,814,769		1,038		(25,237	)		(52	)		1,036,093			(880,886	)		1,971			2,361			160,525
Net loss		—		—		—			—			—			(301,738	)		—			—			(301,738	)
Amortization of equity-based compensation awards granted to employees, net of shares withheld to satisfy employee tax withholding obligations upon vesting		—		—		—			—			5,386			—			—			—			5,386
Common shares issued upon vesting of restricted stock units		1,304,275		13		—			—			(13	)		—			—			—			—
Other comprehensive income/(loss)		—		—		—			—			—			—			311			(7,147	)		(6,836	)

Balance at December 31, 2012		105,119,044	$	1,051		(25,237	)		(52	)		1,041,466			(1,182,624	)		2,282			(4,786	)		(142,663	)
Net income		—		—		—			—			—			165,085			—			—			165,085
Amortization of equity-based compensation awards granted to employees, net of shares withheld to satisfy employee tax withholding obligations upon vesting		—		—		—			—			6,440			—			—			—			6,440
Common shares issued upon vesting of restricted stock units		1,517,989		15		—			—			(15	)		—			—			—			—
Common shares issued upon lapse of restrictions on deferred stock units		314,865		4								(4	)											—
Common shares issued upon exercise of stock options		1,445,729		14								7,326												7,340
Other comprehensive income/(loss)		—		—		—			—			—			—			(2,282	)		7,802			5,520

Balance at December 31, 2013		108,397,627	$	1,084		(25,237	)	$	(52	)	$	1,055,213		$	(1,017,539	)	$	—		$	3,016		$	41,722

See Notes to Consolidated Financial Statements

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Description of the Business

Orbitz, Inc. (“Orbitz”) was established in early 2000 by American Airlines, Inc., Continental Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines, Inc. and United Air Lines, Inc. (the “Founding Airlines”). In November 2004, Orbitz was acquired by Cendant Corporation (“Cendant”), whose online travel distribution businesses included the HotelClub and RatesToGo brands (collectively referred to as “HotelClub”) and the CheapTickets brand. In February 2005, Cendant acquired ebookers Limited, an international online travel brand which currently has operations in 12 countries throughout Europe (“ebookers”).

On August 23, 2006, Travelport Limited (“Travelport”), which consisted of Cendant’s travel distribution services businesses, including the businesses that currently comprise Orbitz Worldwide, Inc., was acquired by affiliates of The Blackstone Group (“Blackstone”) and Technology Crossover Ventures. We refer to this acquisition as the “Blackstone Acquisition.”

Orbitz Worldwide, Inc. was incorporated in Delaware on June 18, 2007 and was formed to be the parent company of the business-to-consumer travel businesses of Travelport, including Orbitz, ebookers and HotelClub and the related subsidiaries and affiliates of those businesses. We are the registrant as a result of the completion of the initial public offering (the “IPO”) of 34,000,000 shares of our common stock on July 25, 2007. On April 15, 2013, following the completion of the Travelport refinancing plan (the “Travelport Refinancing”), Orbitz Worldwide, Inc. is no longer a “controlled company” as defined in Section 303A of the New York Stock Exchange listing rules. At December 31, 2013 and 2012, Travelport and investment funds that own and/or control Travelport’s ultimate parent company beneficially owned approximately 48% and 53% of our outstanding common stock, respectively.

Orbitz Worldwide, Inc. is a global online travel company (“OTC”) that uses innovative technology to enable leisure and business travelers to research, plan and book a broad range of travel products and services. Our brand portfolio includes Orbitz and CheapTickets in the Americas; ebookers in Europe; and HotelClub and RatesToGo based in Australia, which have operations globally (collectively referred to as “HotelClub”). We also own and operate Orbitz for Business, a corporate travel company, and Orbitz Partner Network group, which delivers private label travel solutions to a broad range of partners. We provide customers with the ability to book a wide array of travel products and services from suppliers worldwide, including air travel, hotels, vacation packages, car rentals, cruises, rail tickets, travel insurance and destination services such as ground transportation, event tickets and tours.

Basis of Presentation

The accompanying consolidated financial statements present the accounts of Orbitz, ebookers and HotelClub and the related subsidiaries and affiliates of those businesses, collectively doing business as Orbitz Worldwide, Inc. These entities became wholly-owned subsidiaries of ours as part of an intercompany restructuring that was completed on July 18, 2007 in connection with the IPO. Prior to the IPO, these entities had operated as indirect, wholly-owned subsidiaries of Travelport.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Use of Estimates

The preparation of our consolidated financial statements and related notes in conformity with GAAP requires us to make certain estimates and assumptions. Our estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to matters that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our significant estimates include elements of revenue recognition, the realization of deferred tax assets, amounts that may be due under the tax sharing agreement, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized as well as the useful life of capitalized software, and contingent liabilities, including taxes related to hotel occupancy. Actual amounts may differ from these estimates.

Foreign Currency Translation

Balance sheet accounts of our operations outside of the United States are translated from foreign currencies into U.S. dollars at the exchange rates as of the consolidated balance sheet dates. Revenues and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the entity’s functional currency, are included in our consolidated statements of operations.

Revenue Recognition

We recognize revenue when it is earned and realizable, when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. We have two primary types of contractual arrangements with our vendors, which we refer to herein as the “merchant” and “retail” models. Under both the merchant and retail models, we record revenue earned net of all amounts paid to our suppliers.

We provide customers the ability to book air travel, hotels, car rentals and other travel products and services through our various websites. These travel products and services are made available to our customers for booking on a stand-alone basis or as part of a vacation package.

Under the merchant model, we generate revenue for our services based on the difference between the total amount the customer pays for the travel product and the negotiated net rate plus estimated taxes that the supplier charges us for that product. Customers generally pay us for reservations at the time of booking. Initially, we record these customer receipts as accrued merchant payables and either deferred income or net revenue, depending on the travel product. In the merchant model: we do not take on credit risk with the customer since we are paid via a credit card processor while the cardholder’s issuing bank collects funds from the customer. However we are subject to charge-backs and fraud risk which we monitor closely; we have the ability to determine the price; we are not responsible for the actual delivery of the flight, hotel room or car rental; we take no inventory risk; we have no ability to determine or change the products or services delivered; and the customer chooses the supplier. Transaction related taxes are recorded net of any amounts received from customers.

We recognize net revenue under the merchant model when we have no further obligations to the customer. For merchant air transactions, this is at the time of booking. For merchant hotel transactions and merchant car transactions, net revenue is recognized at the time of check-in or customer pick-up, respectively. The timing of revenue recognition is different for merchant air travel because our primary service to the customer is fulfilled at the time of booking.

We accrue for the cost of merchant hotel and merchant car transactions based on amounts we expect to be invoiced by suppliers. If we do not receive an invoice within a certain period of time, generally within six months, or the invoice received is less than the accrued amount, we reverse a portion of the accrued cost when we determine it is not probable that we will be required to pay the supplier, based on our historical experience and contract terms. This results in an increase in net revenue and a decrease to the accrued merchant payable.

Under the retail model, we pass reservations booked by our customers to the travel supplier for a commission. In the retail model: we do not take on credit risk with the customer; we are not the primary obligor with the customer; we have no latitude in determining pricing; we take no inventory risk; we have no ability to determine or change the products or services delivered; and the customer chooses the supplier.

We recognize net revenue under the retail model when the reservation is made, secured by a customer with a credit card and we have no further obligations to the customer. For air transactions, this is at the time of booking. For hotel transactions and car transactions, net revenue is recognized at the time of check-in or customer pick-up, respectively, net of an allowance for cancelled reservations. The timing of recognition is different for retail hotel and retail car transactions than for retail air travel

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

because unlike air travel where the reservation is secured by a customer’s credit card at booking, car rental bookings and hotel bookings are not secured by a customer’s credit card until the pick-up date and check-in date, respectively. Allowances for cancelled reservations primarily relate to cancellations that do not occur through our websites, but instead occur directly through the supplier of the travel product. The amount of the allowance is determined based on our historical experience. The majority of commissions earned under the retail model are based upon contractual agreements.

Vacation packages offer customers the ability to book a combination of travel products. For example, travel products booked in a vacation package may include a combination of air travel, hotel and car rental reservations. We recognize net revenue for the entire package when the customer uses the reservation, which generally occurs on the same day for each travel product included in the vacation package.

Under both the merchant and retail models, we may, depending upon the brand and the travel product, charge our customers a service fee for booking their travel reservation. We recognize revenue for service fees at the time we recognize the net revenue for the corresponding travel product. We also may receive override commissions from suppliers if we meet certain contractual volume thresholds. These commissions are recognized when the amount of the commissions becomes fixed or determinable, which is generally upon notification by the respective travel supplier.

We utilize global distribution systems (“GDS”) services provided by Galileo, Worldspan and Amadeus IT Group. Under our GDS service agreements, we earn revenue in the form of an incentive payment for air, car and hotel segments that are processed through a GDS. Revenue is recognized for these incentive payments at the time the travel reservation is processed through the GDS, which is generally at the time of booking.

The Company issues credits in the form of points related to its loyalty programs. The value of points earned by loyalty program members is included in accrued liabilities and recorded as a reduction of revenue at the time the points are earned, based on the percentage of points that are projected to be redeemed.

The Company issued credits in the form of loyalty points related to a consumer price protection program. Prior to August 2012 the Company paid cash under this program. The Company reduced revenue when the liability was identified whether paid in points or cash. In the fourth quarter of 2013, the Company discontinued the program. Also in the fourth quarter of 2013, the Company determined it had sufficient history to determine the number of points under the program that will not be redeemed and we recorded an immaterial adjustment to the liability.

We also generate other revenue, which is primarily composed of revenue from advertising, including sponsoring links on our websites, and travel insurance. Advertising revenue is derived primarily from the delivery of advertisements on our websites and is recognized either at the time of display of each individual advertisement, or ratably over the advertising delivery period, depending on the terms of the advertising contract. Revenues generated from sponsoring links are recognized upon notification from the alliance partner that a transaction has occurred. Travel insurance revenue is recognized when the reservation is made, secured by a customer with a credit card and we have no further obligations to the customer, which for travel insurance is at the time of booking.

Cost of Revenue

Cost of revenue is primarily composed of direct costs incurred to generate revenue, including costs to operate our customer service call centers, credit card processing fees and other costs, which include customer refunds and charge-backs, connectivity and other processing costs. These costs are generally variable in nature and are primarily driven by transaction volume.

Marketing Expense

Marketing expense is primarily composed of online marketing costs, such as search and banner advertising and affiliate commissions, and offline marketing costs, such as television, radio and print advertising. Online advertising expense is recognized based on the terms of the individual agreements, based on the ratio of actual impressions to contracted impressions, pay-per-click, or on a straight-line basis over the term of the contract. Offline marketing expense is recognized in the period in which it is incurred. Our online marketing costs are significantly greater than our offline marketing costs.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income Taxes

Our provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the combined federal and state or foreign effective tax rates that are applicable to us in a given year. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on estimated future taxable income. A change in our estimate of future taxable income may require an increase or decrease to the valuation allowance.

Derivative Financial Instruments

We measure derivatives at fair value and recognize them in our consolidated balance sheets as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. For our derivatives designated as fair value hedges, if any, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For our derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments, and ineffective portions of hedges, are recognized in earnings in the current period.

We manage interest rate exposure by utilizing interest rate swaps to achieve a desired mix of fixed and variable rate debt. As of December 31, 2013 we had two interest rate swaps outstanding that will substantially convert $200.0 million of the term loan facility from a variable to a fixed interest rate once they become effective (see Note 12 - Derivative Financial Instruments). We will pay a fixed interest rate on the notional amount and in exchange receive a variable interest rate based on the one-month LIBOR rate.

We have entered into foreign currency contracts to manage exposure to changes in foreign currencies associated with receivables, payables and intercompany transactions. These foreign currency contracts did not qualify for hedge accounting treatment. As a result, the changes in fair values of the foreign currency contracts were recorded in selling, general and administrative expense in our consolidated statements of operations.

We do not enter into derivative instruments for speculative or trading purposes. We require that the hedges or derivative financial instruments be effective in managing the interest rate risk or foreign currency risk exposure that they are designated to hedge. Hedges that qualify for hedge accounting are formally designated as such at the inception of the contract. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, resulting in some ineffectiveness, the change in the fair value of the derivative instrument will be included in earnings. Additionally, any derivative instrument used for risk management that becomes ineffective is marked-to-market each period. We believe that our credit risk has been mitigated by entering into these agreements with major financial institutions. Net interest differentials to be paid or received under our interest rate swaps are included in interest expense as incurred or earned.

Concentration of Credit Risk

Our cash and cash equivalents and foreign exchange contracts are potentially subject to concentration of credit risk. We maintain cash and cash equivalent balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits or that are deposited in foreign institutions.

Additionally, we employ forward foreign exchange contracts to hedge our exposure to foreign currency fluctuations. At the maturity of these forward contracts, the counterparties are obligated to pay settlement values.

Cash and Cash Equivalents

We consider cash and highly liquid investments, such as money market funds, with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents are stated at cost, which approximates or equals fair value due to their short-term nature.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Allowance for Doubtful Accounts

Our accounts receivable are reflected in our consolidated balance sheets net of an allowance for doubtful accounts. We provide for estimated bad debts based on our assessment of our ability to realize receivables, considering historical collection experience, the general economic environment and specific customer information. When we determine that a receivable is not collectible, the account is charged to expense in our consolidated statements of operations. Bad debt expense is recorded in selling, general and administrative expense in our consolidated statements of operations. We recorded bad debt expense of $0.6 million and $0.3 million for the years ended December 31, 2013 and 2011, respectively. Bad debt expense was not significant for the year ended December 31, 2012.

Property and Equipment, Net

Property and equipment is recorded at cost, net of accumulated depreciation. We depreciate property and equipment over their estimated useful lives using the straight-line method. The estimated useful lives by asset category are:


Asset Category		Estimated Useful Life
Leasehold improvements		Shorter of asset’s useful life or non-cancellable lease term
Capitalized software		3 - 10 years
Furniture, fixtures and equipment		3 - 7 years

We capitalize the costs of software developed for internal use when the preliminary project stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Depreciation commences when the software is placed into service.

We evaluate the recoverability of the carrying value of our long-lived assets, including property and equipment and finite-lived intangible assets, when circumstances indicate that the carrying value of those assets may not be fully recoverable. This analysis is performed by comparing the carrying values of the assets to the expected undiscounted future cash flows to be generated from these assets, including estimated sales proceeds when appropriate. If this analysis indicates that the carrying value of an asset is not recoverable, the carrying value is reduced to fair value through an impairment charge in our consolidated statements of operations.

Goodwill, Trademarks and Other Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the underlying assets acquired and liabilities assumed in the acquisition of a business. We assign goodwill to reporting units that are expected to benefit from the business combination as of the acquisition date. Goodwill is not subject to amortization.

Our indefinite-lived intangible assets include our trademarks and trade names, which are not subject to amortization. Our finite-lived intangible assets primarily include our customer and vendor relationships and are amortized over their estimated useful lives, generally 4 to 8 years, using the straight-line method. Our intangible assets relate to the acquisition of entities accounted for using the purchase method of accounting and are estimated by management based on the fair value of assets received.

We assess the carrying value of goodwill and other indefinite-lived intangible assets for impairment annually or more frequently whenever events occur and circumstances change indicating potential impairment. We perform our annual impairment testing of goodwill and other indefinite-lived intangible assets as of December 31.

We assess goodwill for possible impairment using a two-step process. The first step identifies if there is potential goodwill impairment. If the step one analysis indicates that impairment may exist, a step two analysis is performed to measure the amount of the goodwill impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced to fair value through an impairment charge in our consolidated statements of operations.

For purposes of goodwill impairment testing, we estimate the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of the testing date. The market approach is a valuation method in which fair value is estimated based on observed prices in actual transactions and on asking prices for similar assets. Under the market approach, the valuation

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

process is essentially that of comparison and correlation between the subject asset and other similar assets. The income approach is a method in which fair value is estimated based on the cash flows that an asset could be expected to generate over its useful life, including residual value cash flows. These cash flows are then discounted to their present value equivalents using a rate of return that accounts for the relative risk of not realizing the estimated annual cash flows and for the time value of money. Variations of the income approach are used to estimate certain of the intangible asset fair values.

We assess our trademarks and trade names for impairment by comparing their carrying values to their estimated fair values. Impairment exists when the estimated fair value of the trademark or trade name is less than its carrying value. If impairment exists, then the carrying value is reduced to fair value through an impairment charge in our consolidated statements of operations. We use an income based valuation approach to estimate fair values of the relevant trademarks and trade names.

Restricted Cash

In order to collateralize letters of credit and similar instruments, as well as for other general business purposes, we have funds deposited as restricted cash.

Tax Sharing Liability

We have a liability included in our consolidated balance sheets that relates to a tax sharing agreement between Orbitz and the Founding Airlines. The agreement governs the allocation of tax benefits resulting from a taxable exchange that took place in connection with the Orbitz initial public offering in December 2003 (“Orbitz IPO”). As a result of this taxable exchange, the Founding Airlines incurred a taxable gain. The taxable exchange caused Orbitz to have additional future tax deductions for depreciation and amortization due to the increased tax basis of its assets. The additional tax deductions for depreciation and amortization may reduce the amount of taxes we are required to pay in future years. For each tax period during the term of the tax sharing agreement, we are obligated to pay the Founding Airlines a significant percentage of the amount of the tax benefit realized as a result of the taxable exchange. The tax sharing agreement commenced upon consummation of the Orbitz IPO and continues until all tax benefits have been utilized.

We use discounted cash flows in calculating and recognizing the tax sharing liability. We review the calculation of the tax sharing liability on a quarterly basis and make revisions to our estimated timing of payments when appropriate. We also assess whether there are any significant changes, such as changes in the amount of payments and tax rates that could materially affect the present value of the tax sharing liability. Although the expected gross remaining payments that may be due under this agreement were $107.1 million as of December 31, 2013, the timing and amount of payments may change. Any changes in timing of payments are recognized prospectively as accretions to the tax sharing liability in our consolidated balance sheets and non-cash interest expense in our consolidated statements of operations. Any changes in the estimated amount of payments are recognized in selling, general and administrative expense in our consolidated statements of operations.

Equity-Based Compensation

We measure equity-based compensation cost at fair value and recognize the corresponding compensation expense over the service period during which awards are expected to vest. Performance-based compensation is amortized on a graded basis over the requisite service period of each vesting tranche. We include equity-based compensation in selling, general and administrative expense in our consolidated statements of operations. The fair value of restricted stock and restricted stock units is determined based on the average of the high and low price of our common stock on the date of grant. The fair value of stock options is determined on the date of grant using the Black-Scholes valuation model. The amount of equity-based compensation expense recorded each period is net of estimated forfeitures based on historical forfeiture rates.

Hotel Occupancy Taxes

Some states and localities impose a tax on the use or occupancy of hotel accommodations (“hotel occupancy tax”). Generally, hotels collect hotel occupancy tax based on the amount of money they receive for renting their hotel rooms and remit the tax to the appropriate taxing authorities. Using the travel services our websites offer, customers are able to make hotel room reservations. While applicable tax laws vary among different taxing jurisdictions, we generally believe that these laws do not require us to collect and remit hotel occupancy tax on the compensation that we receive for our travel services. Some tax authorities have initiated lawsuits or administrative proceedings asserting that we are required to collect and remit hotel occupancy tax on the amount of money we receive from customers for facilitating their reservations. The ultimate resolution of these lawsuits and proceedings in all jurisdictions cannot be determined at this time. We establish an accrual for legal proceedings (tax or otherwise) when we determine that a loss is both probable and can be reasonably estimated. See Note 9 - Commitments and Contingencies.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11- Balance Sheet (Topic 210) containing new guidance that requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, the FASB issued ASU 2013-01- Balance Sheet (Topic 210) clarifying the scope of disclosures about offsetting assets and liabilities. The guidance is effective for annual and interim periods beginning on or after January 1, 2013. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption ASU 2011-11 and 2013-01 did not have an effect on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 improves the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report their corresponding effect(s) on net income. The adoption of this guidance did not have an effect on our consolidated financial position, results of operations, or cash flows.

In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, to improve consistency of financial statement presentation. The guidance states that any unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We expect that this guidance will impact the presentation of our consolidated balance sheet by requiring us to present a deferred tax asset and deferred tax liability on a stand-alone and gross basis as opposed to net basis, as has been done historically.

3. Property and Equipment, Net

Property and equipment, net, consisted of the following:


	December 31, 2013			December 31, 2012
	(in thousands)
Capitalized software	$	336,376		$	322,466
Furniture, fixtures and equipment		83,800			81,516
Leasehold improvements		14,047			13,873
Construction in progress		16,642			12,307

Gross property and equipment		450,865			430,162
Less: accumulated depreciation		(334,720	)		(297,618	)

Property and equipment, net	$	116,145		$	132,544

We recorded depreciation expense related to property and equipment in the amount of $54.4 million, $55.3 million and $57.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

There were no assets subject to capital leases at December 31, 2013 or 2012.

As a result of our decision during the first quarter of 2013 to exit the Away Network business, we recorded a $2.6 million non-cash charge to impair property and equipment associated with that business. This charge was included in Impairment of property and equipment and other assets in our consolidated statement of operations.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill during the years ended December 31, 2013 and 2012 were as follows:


	Amount
	(in thousands)
Balance at January 1, 2012, net of accumulated impairment of $530,714	$	647,300
Impairment		(301,912	)

Balance at December 31, 2012, net of accumulated impairment of $832,626		345,388

Balance at December 31, 2013, net of accumulated impairment of $832,626	$	345,388

Trademarks and trade names, which are not subject to amortization, totaled $90.4 million and $90.8 million as of December 31, 2013 and 2012.

Impairment of Goodwill and Trademarks and Trade Names

We estimate the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of December 31. We use the income based approach to estimate the fair value of our reporting units that have goodwill balances and use the market approach to corroborate these estimates. We considered the market approach from a reasonableness standpoint by comparing the multiples of guideline companies with the implied multiples from the income based approach, and we also consider our market capitalization to assess reasonableness of the income based approach valuations. The key assumptions we use in determining the estimated fair value of our reporting units are the terminal growth rates, forecasted cash flows and the discount rates.

At December 31 we used an income based valuation approach to separately estimate the fair values of all of our trademarks and trade names and compared those estimates to the respective carrying values. The key assumptions we use in determining the estimated fair value of our trademarks and trade names are the terminal growth rates, forecasted revenues, assumed royalty rates and discount rates. Significant judgment is required to select these inputs based on observed market data.

2013

As of the year ended December 31, 2013, we performed our annual impairment test of goodwill, trademarks and trade names. In connection with our annual impairment test as of December 31, 2013, no impairment was identified as the fair value of the reporting units exceeded the carrying value.

2012

As of the year ended December 31, 2012, we performed our annual impairment test of goodwill, trademarks and trade names.

In connection with our annual impairment test as of December 31, 2012, and as a result of lower than expected performance and future cash flows for the Americas reporting unit, we recorded a non-cash impairment charge of $319.5 million during the year ended December 31, 2012, of which $301.9 million was related to the goodwill of the Americas reporting unit and $17.6 million was related to the trademarks and trade names associated with Orbitz and CheapTickets. These charges were included in impairment of goodwill and intangible assets in our consolidated statements of operations.

2011

During the year ended December 31, 2011, we performed our annual impairment test of goodwill and trademark and trade names as of October 1, 2011 and December 31, 2011.

We estimated the fair value of our reporting units to which goodwill is allocated using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of October 1, 2011. We used the income based approach to estimate the fair value of our reporting units that had goodwill balances and used the

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

market approach to corroborate these estimates. We considered the market approach from a reasonableness standpoint by comparing the multiples of guideline companies with the implied multiples from the income based approach, and we also considered our market capitalization to assess reasonableness of the income based approach valuations. The key assumptions used in determining the estimated fair value of our reporting units were the terminal growth rates, forecasted cash flows and the discount rates.

We used an income based valuation approach to separately estimate the fair values of all of our trademarks and trade names as of October 1, 2011 and compared those estimates to the respective carrying values. The key assumptions used in determining the estimated fair value of our trademarks and trade names were the terminal growth rates, forecasted revenues, assumed royalty rates and discount rates. Significant judgment was required to select these inputs based on observed market data.

In connection with our annual impairment test as of October 1, 2011, and as a result of lower than expected performance and future cash flows for Orbitz and HotelClub, we recorded a non-cash impairment charge of $49.9 million during the year ended December 31, 2011, of which $29.8 million was related to the goodwill of HotelClub and $20.1 million was related to the trademarks and trade names associated with Orbitz and HotelClub. These charges were included in impairment of goodwill and intangible assets in our consolidated statements of operations.

During the year ended December 31, 2011, we changed our annual testing date from October 1 to December 31. In connection with our annual impairment test as of December 31, 2011, which utilized the same approach as our October 1, 2011 analysis, no further impairment was identified.

Finite-Lived Intangibles

Finite-lived intangible assets consisted of the following:


	December 31, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in thousands)							(in thousands)
Vendor relationships	$	4,693	$	(4,604	)	$	89	$	5,447	$	(4,617	)	$	830

Total finite-lived intangible assets	$	4,693	$	(4,604	)	$	89	$	5,447	$	(4,617	)	$	830

In 2012, we recorded a non-cash impairment charge of $1.6 million related to finite-lived intangible assets. This charge was included in impairment of goodwill and intangible assets in our consolidated statements of operations. There are no significant finite-lived intangible assets remaining.

For the years ended December 31, 2013, 2012 and 2011, we recorded amortization expense related to finite-lived intangible assets in the amount of $0.7 million, $1.7 million and $3.5 million, respectively. These amounts were included in depreciation and amortization expense in our consolidated statements of operations.

The estimated amortization expense related to our finite-lived intangible assets will be less than $0.1 million and $0.0 million for the years ended December 31, 2014 and 2015, respectively.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Accrued Expenses

Accrued expenses consisted of the following:


	December 31, 2013		December 31, 2012
	(in thousands)
Advertising and marketing	$	37,612	$	30,530
Tax sharing liability (see Note 7)		18,673		15,226
Employee costs		33,315		13,026
Contract exit costs (a)		11,371		10,939
Professional fees		10,294		10,425
Customer service costs		7,020		9,906
Technology costs		7,142		7,017
Customer refunds		5,669		5,383
Customer incentive costs		6,974		4,704
Unfavorable contracts (see Note 8)		—		3,580
Airline rebates		3,323		3,428
Other		4,385		4,165

Total accrued expenses	$	145,778	$	118,329

(a)

In connection with the early termination of an agreement with Trilegiant Corporation (now Affinion Group) in 2007, we accrued termination payments for the period from January 1, 2008 to December 31, 2016. At December 31, 2013 and 2012, the liability’s carrying value of $11.7 million was included in our consolidated balance sheets, $11.4 million of which was included in accrued expenses and $0.3 million of which was included in other non-current liabilities at December 31, 2013, and $10.9 million of which was included in accrued expenses and $0.8 million of which was included in other non-current liabilities at December 31, 2012.

6. Term Loan and Revolving Credit Facility

On March 25, 2013, we entered into a $515.0 million senior secured credit agreement composed of a $65.0 million revolving credit facility maturing September 25, 2017 (the “Revolver”) and $450.0 million in term loans. We used $400.0 million of proceeds from the term loans, along with cash on hand, to repay the balance outstanding under the 2007 Credit Agreement (described below) and to pay certain fees and expenses incurred in connection with the $515.0 million senior secured credit agreement. In addition, $50.0 million of proceeds from the term loans were placed in restricted accounts to cash collateralize certain letters of credit and similar instruments and are included in restricted cash on our Consolidated Balance Sheet. Term loans included under the $515.0 million senior secured credit agreement were refinanced and amended on May 24, 2013 (“the Amendment”).

Following the Amendment, the $515.0 million senior secured credit facility (the “Credit Agreement”) consists of a $100.0 million term loan (“Tranche B Term Loan”) maturing September 25, 2017, a $350.0 million term loan (“Tranche C Term Loan”) maturing March 25, 2019 (collectively, the “Term Loans”) and the Revolver.

The Amendment provides for the Tranche B Term Loan in an aggregate principal amount of $100.0 million, reduced from $150.0 million before the Amendment, and the Tranche C Term Loan in an aggregate principal amount of $350.0 million, increased from $300.0 million before the Amendment. Net proceeds from the Amendment were used to refinance the term loans previously issued on March 25, 2013 in their entirety. The Amendment reduced the interest rates on the Tranche B and Tranche C Term Loans by 2.50% per annum and 2.00% per annum, respectively, or, to the extent that the Eurocurrency Rate floor is applicable, 2.75% per annum and 2.25% per annum, respectively. The interest rate on both tranches may be reduced by an additional 0.25% depending on the senior secured leverage ratio (as defined in the Amendment). In addition, the Eurocurrency Rate floor has been reduced by 0.25%, from 1.25% per annum to 1.00% per annum.

Term Loan

The Tranche B Term Loan bears interest at a variable rate, at our option, of the Eurocurrency Rate plus a margin of

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.50% per annum, or the Base Rate plus 2.50% per annum. The Tranche C Term Loan bears interest at a variable rate, at our option, of the Eurocurrency Rate plus 4.75% per annum or the Base Rate plus 3.75% per annum. The Eurocurrency Rate is equal to the LIBOR rate as determined by the British Bankers Association (adjusted for any applicable statutory reserves as defined in the Credit Agreement) and with respect to the Term Loans shall not be less than 1.00% per annum. The Base Rate for any day is equal to the greater of (a) the Fed Funds Rate in effect plus 0.50%, (b) the Credit Suisse AG prime rate, and (c) the one-month Eurocurrency Rate.

The Tranche B and Tranche C Term Loans are payable in quarterly installments of $2.5 million and $0.875 million, respectively, beginning September 30, 2013, with the final installment of the remaining outstanding balance due at the applicable maturity date with respect to such Term Loans. In addition, we are required, subject to certain exceptions, to make payments on the Term Loans (a) annually in the first quarter of each fiscal year in an amount of 50% (which percentage will be reduced to 25% and 0% subject to achieving certain first lien leverage ratios) of the prior year’s excess cash flow, as defined in the Credit Agreement, (b) in an amount of 100% of net cash proceeds from asset sales subject to certain reinvestment rights and (c) in an amount of 100% of net cash proceeds of any issuance of debt other than debt permitted to be incurred under the Credit Agreement. Due to seasonality, there is no excess cash flow payment required to be made from our excess cash flow in the first quarter of 2014 for the period July 1, 2013 to December 31, 2013. The potential amount of prepayment from excess cash flow that may be required beyond the first quarter of 2014 is not reasonably estimable as of December 31, 2013.

The changes in the Term Loan during the years ended December 31, 2013 and 2012 were as follows:


	Amount
	(in thousands)
Balance at January 1, 2012 (current and non-current)	$	472,213
Payment from excess cash flow under the 2007 Credit Agreement		(32,183	)

Balance at December 31, 2012 (current and non-current)		440,030

Payment from excess cash flow under the 2007 Credit Agreement		(24,708	)
Repayment of term loan under the 2007 Credit Agreement		(415,322	)

Balance per 2007 Credit Agreement		—

Proceeds from issuance of term loans		450,000
Prepayment of term loans pursuant to the Amendment		(450,000	)
Proceeds from issuance of Term Loans pursuant to the Amendment		450,000
Scheduled principal payments of Term Loans		(6,750	)

Balance at December 31, 2013 (current and non-current)	$	443,250

At December 31, 2013, the Term Loans had a variable interest rate based on LIBOR rates, resulting in a weighted-average interest rate of 5.48%, excluding the impact of the amortization of debt issuance costs and interest rate swaps (see Note 12 - Derivative Financial Instruments).

The table below shows the aggregate maturities of the Term Loans over the remaining term of the Credit Agreement, excluding any mandatory prepayments that could be required under the Term Loans.


Year	(in thousands)
2014	$	13,500
2015		13,500
2016		13,500
2017		68,500
2018		3,500
Thereafter		330,750

Total	$	443,250

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revolver

The Revolver provides for borrowings and letters of credit up to $65.0 million, through which our revolving lenders have agreed to issue up to $55.0 million in letters of credit. The Revolver bears interest at a variable rate, at our option, of the Eurocurrency Rate plus a margin of 5.50% per annum or the Base Rate plus a margin of 4.50% per annum. The margin is subject to step down by 0.25% per annum based on our total leverage ratio, as defined in the Credit Agreement. We pay a letter of credit fee in the amount of the Eurocurrency Rate on all outstanding letters of credit and we incur a facility fee of 0.50% per annum on all loans, letters of credit and any unused amounts on the Revolver. At December 31, 2013, there were no outstanding borrowings or letters of credit issued under the Revolver.

Credit Agreement Terms

The Term Loan and Revolver are both secured by substantially all of our domestic subsidiaries’ tangible and intangible assets, including a pledge of 100% of the outstanding capital stock or other equity interests of substantially all of our direct and indirect domestic subsidiaries and 65% of the capital stock or other equity interests of certain of our foreign subsidiaries, subject to certain exceptions. The Term Loan and Revolver are also guaranteed by substantially all of our domestic subsidiaries.

The Credit Agreement contains various customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness or enter into guarantees; enter into sale/leaseback transactions; make investments, loans or acquisitions; grant or incur liens on our assets; sell our assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make restricted payments.

The Credit Agreement requires us to maintain a minimum cash interest coverage ratio and not to exceed a maximum first lien leverage ratio, each as defined in the Credit Agreement. The minimum cash interest coverage ratio that we are required to maintain for the term of the Credit Agreement is 2.5 to 1. The maximum first lien leverage ratio that we were required not to exceed was 4.25 to 1 at December 31, 2013. As of December 31, 2013, we were in compliance with all financial covenants of the Credit Agreement.

We incurred an aggregate of $16.7 million of debt issuance costs to obtain the Credit Agreement in March 2013 ($16.2 million remained unamortized at the time of the Amendment) and a $4.5 million prepayment penalty in connection with the Amendment. Due to the nature and terms of the Amendment, $18.1 million of unamortized fees and the prepayment penalty were expensed at the time of the Amendment and are included in other expense in our Condensed Consolidated Statements of Operations. We incurred an aggregate of $2.1 million of additional debt issuance costs in connection with the Amendment, which are included in Other non-current assets on the Consolidated Balance Sheet. The capitalized debt issuance costs are amortized to interest expense over the contractual terms of the Term Loans and Revolver.

2007 Credit Agreement

On March 25, 2013, we used proceeds from the issuance of term loans and existing cash on hand to pay in full the amount outstanding relating to the $685.0 million senior secured credit agreement entered into on July 25, 2007 (the “2007 Credit Agreement”), which included a term loan facility and a revolving credit facility. Upon repayment, the 2007 Credit Agreement was terminated and there are no borrowings or letters of credit outstanding.

7. Tax Sharing Liability

We have a liability included in our consolidated balance sheets that relates to a tax sharing agreement between Orbitz and the Founding Airlines. The agreement governs the allocation of tax benefits resulting from a taxable exchange that took place in connection with the Orbitz IPO in December 2003. As a result of this taxable exchange, the Founding Airlines incurred a taxable gain. The taxable exchange caused Orbitz to have additional future tax deductions for depreciation and amortization due to the increased tax basis of its assets. The additional tax deductions for depreciation and amortization may reduce the amount of taxes we are required to pay in future years. For each tax period while the tax sharing agreement is in effect, we are obligated to pay the Founding Airlines a significant percentage of the amount of the tax benefit realized as a result of the taxable exchange. The tax sharing agreement commenced upon consummation of the Orbitz IPO and continues until all tax benefits have been utilized.

As of December 31, 2013, the estimated remaining payments that may be due under this agreement were approximately $107.1 million. We estimated that the net present value of our obligation to pay tax benefits to the Founding Airlines was $80.2 million and $86.1 million at December 31, 2013 and 2012, respectively. This estimate was based upon certain assumptions,

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

including our future taxable income, the tax rate, the timing of tax payments, current and projected market conditions, and the applicable discount rate, all of which we believe are reasonable. These assumptions are inherently uncertain, however, and actual amounts may differ from these estimates.

The changes in the tax sharing liability for the years ended December 31, 2013 and 2012 were as follows:


	Amount
	(in thousands)
Balance at January 1, 2012 (current and non-current)	$	88,990
Accretion of interest expense		12,556
Cash payments		(15,408	)

Balance at December 31, 2012 (current and non-current)		86,138
Accretion of interest expense		10,818
Cash payments		(16,765	)

Balance at December 31, 2013 (current and non-current)	$	80,191

Based upon the estimated timing of future payments we expect to make, the current portion of the tax sharing liability of $18.7 million and $15.2 million was included in accrued expenses in our consolidated balance sheets at December 31, 2013 and 2012, respectively. The long-term portion of the tax sharing liability of $61.5 million and $70.9 million was reflected as the tax sharing liability in our consolidated balance sheets at December 31, 2013 and 2012, respectively. Our estimated payments under the tax sharing agreement are as follows:


Year	(in thousands)
2014	$	20,143
2015		21,475
2016		26,425
2017		32,234
2018		6,864

Total	$	107,141

8. Unfavorable Contracts

In December 2003, we entered into amended and restated airline charter associate agreements (“Charter Associate Agreements”) with the Founding Airlines as well as US Airways (collectively, the “Charter Associate Airlines”). These agreements pertained to our Orbitz business, which was owned by the Founding Airlines at the time we entered into the agreements. Under each Charter Associate Agreement, the Charter Associate Airline agreed to provide Orbitz with information regarding the airline’s flight schedules, published air fares and seat availability at no charge and with the same frequency and at the same time as this information was provided to the airline’s own website or to a website branded and operated by the airline and any of its alliance partners or to the airline’s internal reservation system. The agreements also provided Orbitz with nondiscriminatory access to seat availability for published fares, as well as marketing and promotional support. Under each agreement, the Charter Associate Airline provided us with agreed upon transaction payments when consumers booked air travel on the Charter Associate Airline on Orbitz.com.

Under the Charter Associate Agreements, we paid a portion of the GDS incentive revenue we earned from Worldspan back to the Charter Associate Airlines in the form of a rebate. The rebate payments were required when airline tickets for travel on a Charter Associate Airline were booked through our Orbitz.com and OrbitzforBusiness.com websites utilizing Worldspan. We also received in-kind marketing and promotional support from the Charter Associate Airlines under the Charter Associate Agreements.

The rebate structure under the Charter Associate Agreements was considered unfavorable when compared with market conditions at the time of the Blackstone Acquisition. As a result, a net unfavorable contract liability was established on the acquisition date. The amount of this liability was determined based on the discounted cash flows of the expected future rebate payments we would be required to make to the Charter Associate Airlines, net of the fair value of the expected in-kind marketing and promotional support we would receive from the Charter Associate Airlines. The portion of the net unfavorable

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

contract liability related to the expected future rebate payments was amortized as an increase to net revenue, whereas the partially offsetting amount for the expected in-kind marketing and promotional support was amortized as an increase to marketing expense in our consolidated statements of operations, both on a straight-line basis over the estimated contractual term.

The changes in the net unfavorable contract liability for the years ended December 31, 2013 and 2012 were as follows:


	Amount
	(in thousands)
Balance at January 1, 2012 (current and non-current)	$	8,880
Amortization (a)		(4,082	)
Other (b)		(1,218	)

Balance at December 31, 2012 (current)		3,580
Amortization (a)		(3,580	)

Balance at December 31, 2013 (current)	$	—

(a)

We recognized net amortization of $3.6 million ($5.6 million was recorded as an increase to net revenue and $2.0 million was recorded as an increase to marketing expense) for the year ended December 31, 2013 and $4.1 million ($6.7 million was recorded as an increase to net revenue and $2.6 million was recorded as an increase to marketing expense) for the year ended December 31, 2012 and $1.7 million ($7.5 million was recorded as an increase to net revenue and $5.8 million was recorded as an increase to marketing expense) for the year ended December 31, 2011.

(b)

For the year ended December 31, 2012, we reduced the unfavorable contract liability by $1.2 million due to the negotiation of a new agreement with one of our airline suppliers, which resulted in the termination of the Charter Associate Agreement with this airline. The $1.2 million reduction in the liability was composed of a $2.6 million non-cash increase to net revenue and a $1.4 million non-cash charge related to the in-kind marketing and promotional support that we expected to receive under the former agreement. The impairment charge was included in the impairment of property and equipment and other assets line item in our consolidated statement of operations for the year ended December 31, 2012.

The current portion of the liability of $3.6 million was included in accrued expenses in our consolidated balance sheet at December 31, 2012. The Charter Associate Agreements expired on December 31, 2013.

9. Commitments and Contingencies

The following table summarizes the timing of our commitments as of December 31, 2013:


	2014		2015		2016		2017		2018		Thereafter		Total
	(in thousands)
Contract exit costs (a)	$	11,371	$	258	$	61	$	—	$	—	$	—	$	11,690
Operating leases (b)		8,009		4,298		3,139		2,777		2,853		12,187		33,263
GDS contracts (c)		—		15,000		16,120		12,370		16,120		1,120		60,730
Other service and licensing contracts		14,956		4,850		4,325		—		—		—		24,131

Total	$	34,336	$	24,406	$	23,645	$	15,147	$	18,973	$	13,307	$	129,814

(a)	Represents disputed costs due to the early termination of an agreement (see Note 5 and Company Litigation section below for further details).

(b)

These operating leases are primarily for facilities and equipment and represent non-cancellable leases. Certain leases contain periodic rent escalation adjustments and renewal options. Our operating leases expire at various dates, with the latest maturing in 2023. For the years ended December 31, 2013, 2012 and 2011, we recorded rent expense in the amount of $6.8 million, $6.2 million and $7.4 million, respectively. As a result of various subleasing arrangements that we have entered into, we are expecting approximately $0.2 million in sublease income in 2014.

(c)

In February 2014, the Company announced that it has entered into an agreement with Travelport for the provision of GDS services (“New Travelport GDS Service Agreement”), replacing our prior Travelport GDS service agreement. Under the New Travelport GDS Service Agreement, Orbitz is obligated in 2014 to use only Travelport GDSs for all air and car segments booked on its domestic agencies and is subject to certain other exclusivity obligations for its segments booked

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in Europe and other markets as defined in the New Travelport GDS Service Agreement. The Company is required to pay a fee for each segment that is not booked through Travelport GDSs in 2014 subject to exclusivity obligations discussed above. However beginning January 1, 2015, the Company will no longer be subject to exclusivity obligations. Under the GDS Agreement beginning in 2015, we are obligated to provide certain levels of volume over the contract period and may be subject to pay shortfall payments in certain cases if we fail to meet volume commitments. The agreement terminates on December 31, 2018.

In February 2014, the Company announced it has entered into an agreement with Amadeus IT Group, S.A. to provide GDS services. This contract requires the Company to meet certain minimum annual booking requirements beginning in 2016.

In addition to the commitments shown above, we are required to make principal payments on the Term Loan (see Note 6 - Term Loan and Revolving Credit Facility). We also expect to make approximately $107.1 million of payments in connection with the tax sharing agreement with the Founding Airlines (see Note 7 - Tax Sharing Liability). Also excluded from the above table are $3.6 million of liabilities for uncertain tax positions for which the period of settlement is not currently determinable.

Company Litigation

We are involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, antitrust, intellectual property and other commercial, employment and tax matters. We believe that we have meritorious defenses, and we are vigorously defending against these claims, proceedings and inquiries. As of December 31, 2013, and December 31, 2012, we had accruals of $5.5 million and $5.2 million related to various legal proceedings. Litigation is inherently unpredictable and, although we believe we have valid defenses in these matters, unfavorable resolutions could occur. Below, we have provided relevant information on these matters.

We are party to various cases brought by municipalities and other state and local governmental entities in the U.S. involving hotel occupancy or related taxes and our merchant hotel business model. Certain of the cases are class actions (some of which have been confirmed on a state-wide basis and some which are purported), and most of the cases were brought simultaneously against other OTCs, including Expedia, Travelocity and Priceline. The cases allege, among other things, that we violated the jurisdictions’ hotel occupancy tax ordinances, as well as related sales and use taxes. While not identical in their allegations, the cases generally assert similar claims, including violations of local or state occupancy tax ordinances, failure to pay sales or use tax, and in some cases, violations of consumer protection ordinances, conversion, unjust enrichment, imposition of a constructive trust, demand for a legal or equitable accounting, injunctive relief, declaratory judgment, and civil conspiracy. The plaintiffs seek relief in a variety of forms, including: declaratory judgment, full accounting of monies owed, imposition of a constructive trust, compensatory and punitive damages, disgorgement, restitution, interest, penalties and costs, attorneys’ fees, and where a class action has been claimed, an order certifying the action as a class action. An adverse ruling in one or more of these cases could require us to pay tax retroactively and prospectively and possibly pay interest, penalties and fines. The proliferation of additional cases could result in substantial additional defense costs.

We have also been contacted by several municipalities or other taxing bodies concerning our possible obligations with respect to state or local hotel occupancy or related taxes. The following taxing bodies have issued notices to the Company: 43 cities in California; Broomfield, Colorado Springs, Durango, Frisco, Glendale, Glenwood Springs, Golden, Grand Junction, Greeley, Greenwood Village, Lafayette, Lakewood, Littleton, Loveland, Silverthorne, and Steamboat Springs, Colorado; Arlington, Texas; Brunswick and Stanly, North Carolina; Davis, Summit, Salt Lake and Weber, Utah; the Arizona Department of Revenue; the New Mexico Department of Revenue; the Ohio Department of Taxation; Paradise Valley, Arizona; St. Louis, Missouri; Alabama Municipalities; and the Louisiana Department of Revenue. These taxing authorities have not issued assessments, but have requested information to conduct an audit and/or have requested that the Company register to pay local hotel occupancy taxes.

The following taxing authorities have issued assessments which are not final and are subject to further review by the taxing authorities: the Colorado Department of Revenue; the City of Aurora, Colorado; the Maryland Comptroller; the Texas Comptroller; the West Virginia Department of Revenue; Lake County, Indiana; the Wisconsin Department of Revenue; and 13 taxing jurisdictions in Arizona. These assessments range from $0.02 million to approximately $5.8 million, and total approximately $8.6 million.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In addition, the Hawaii Department of Taxation issued an assessment of $16.9 million for the 2012 taxable year, which is not final and is subject to further review by the taxing authority. The 2012 assessment is in addition to the $58.0 million final assessments previously issued by the Hawaii Department of Taxation for prior years, more than $30.0 million of which was rejected by the Hawaii Tax Court of Appeals. Additionally, on December 9, 2013, the Hawaii Department of Taxation issued Notices of Final Assessments totaling $3.4 million against various Orbitz entities for General Excise Tax, penalties and interest for rental car transactions facilitated during the period of January 1, 2002, through December 31, 2012. None of the Hawaii assessments issued in 2011 through 2013 have been based on historical transaction data.

Assessments or declaratory rulings that are administratively final and subject to judicial review have been issued by the cities of San Francisco and San Diego, California; the city of Denver, Colorado; the counties of Miami-Dade, Broward, and Osceola, Florida; and the Indiana Department of Revenue. These assessments range from $0.2 million to approximately $3.2 million, and total approximately $7.8 million. Trial courts rejected the assessments in San Francisco and San Diego, California and Broward, Florida, which account for $5.3 million of this total.

The Company disputes that any hotel occupancy or related tax is owed under these ordinances and is challenging the assessments that have been made against the Company. If the Company is found to be subject to the hotel occupancy tax ordinance by a taxing authority and appeals the decision in court, certain jurisdictions have and others may attempt to require us to provide financial security or pay the assessment to the municipality in order to challenge the tax assessment in court.

The OTCs, including Orbitz, have prevailed in the large majority of hotel tax cases that have been decided to date, having obtained favorable judgments in more than two dozen cases. However, there have been certain adverse lower court decisions against Orbitz and the other OTCs that, if affirmed, could result in significant liability to the Company.

First, in July 2011, related to the City of San Antonio hotel occupancy tax case, the United States District Court for the Western District of Texas issued its findings of fact and conclusions of law in which it held the defendant OTCs, including Orbitz, liable for hotel occupancy taxes on markup, fees, and breakage revenue, and also imposed penalties and interest. On April 4, 2013, the Court entered judgment against Orbitz in the amount of approximately $4.3 million. The OTCs, including Orbitz, intend to appeal. Because we do not believe a loss is probable given the numerous issues that exist on appeal, we have not accrued any liability related to this case.

Second, in September 2012, the Superior Court of the District of Columbia granted the District’s motion for partial summary judgment and denied the OTCs’ motion for summary judgment, finding the companies liable for sales tax on hotel reservations dating back to the inception of the merchant model. The Court has not yet determined the amount of damages at issue. Although the Court acknowledged that the District had amended its law in 2011, and that the sales tax law was ambiguous prior to that time, the Court nonetheless found the OTCs liable for merchant model hotel reservations before that date. Because we believe that the Court’s finding of liability was the result of a misapplication of the law, we do not believe a loss is probable relating to the pre-amendment case and plan to appeal. Accordingly, we have not accrued any liability relating to the District of Columbia case for the period prior to July 2011. On February 21, 2014, Orbitz entered into a stipulated judgment with the District in the amount of $3.7 million, which accounts for transactions through 2011. On February 24, 2014, the Superior Court entered final judgment. Orbitz intends to pay the judgment, and possesses the right to obtain a refund if it prevails in its appeal. Although we expect to prevail on the issue of whether Orbitz is liable for sales tax before 2011, it is possible that we will not prevail, and if that occurs, the amount of the judgment for which Orbitz has not established a reserve is approximately$3.6 million.

Third, in January 2013, the Tax Court of Appeals in Hawaii ruled that the OTCs are subject to Hawaii’s general excise tax. The Court also determined that the “splitting provision” contained in the Hawaii general excise tax statute, which limits application of the tax to only the amounts that travel agents receive for their services, does not apply to the transactions at issue. On March 19, 2013, the Court issued an order in which it also imposed “failure to file” and “failure to pay” penalties on the OTCs. On August 15, 2013, the Hawaii Tax Appeal Court ruled that the OTCs were required to pay interest on penalties, and entered final judgment disposing of all issues and claims of all parties. On September 11, 2013, the OTCs filed their notice of appeal. Under Hawaii law, in order to appeal, Orbitz was required to pay the total amount of the final judgment to Hawaii prior to appealing the Court’s order. Accordingly, Orbitz made payments to Hawaii of $16.9 million in April, and approximately $9.2 million to Hawaii in September. These amounts reflected a determination of Orbitz’s liability for general excise tax (both on the amounts that it receives for its services and the amounts that the hotels receive for the rental of their rooms), interest, penalties, and interest on penalties. Although Orbitz disagrees with the Court’s rulings on general excise tax and intends to appeal them, we have recorded an expense of $4.2 million in light of the decision. The $4.2 million represents the amount Orbitz estimates it would owe if the Court had correctly applied the general excise tax splitting provision on merchant reservations through

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2012 and a 25% failure to file penalty imposed on that figure. Orbitz has not reserved for the remainder of the ruling because it believes that the general excise tax splitting provision plainly applies to the transactions in question, and that the award of “failure to pay” penalties is entirely unsupported by the record in the case, and that interest on penalties should not have been awarded. Although we believe that it is not probable that Orbitz ultimately will be liable for more than $4.2 million as a result of the Court’s order, it is possible that Orbitz will not prevail, and if it does not, the amount of any final award of general excise tax, penalties and interest against Orbitz could exceed $26.0 million.

Fourth, in June 2013, the Circuit Court of Cook County granted in part the City of Chicago’s motion for summary judgment, concluding that the OTCs are subject to the City’s accommodations tax ordinance. The Court has not yet made any determination as to damages. Although we disagree with the Court’s decision, we have accrued approximately $1.5 million for this matter, which represents our estimate of potential liability since 2008, when the City amended its ordinance in an effort to impose accommodations tax on the money that OTCs receive for the services they provide. If the Court’s decision is affirmed in all respects, however, it is possible that Orbitz could be found to owe more than $2.4 million.

In an unrelated matter, Trilegiant Corporation filed an action for breach of contract and declaratory judgment in the Supreme Court of New York against us, alleging that we are obligated to make a series of termination payments arising out of a promotion agreement that we terminated in 2007. In 2007, we accrued the present value of the termination payments and in 2010 we ceased making termination payments due to a dispute with Trilegiant. As of December 31, 2013, we had an accrual totaling $11.7 million, which includes$1.4 million for potential interest recognized for the year ended December 31, 2013. See Note 5 - Accrued Expenses. On October 2, 2013, the Court denied Orbitz’s motion for summary judgment on one of its affirmative defenses, and on December 24, 2013, the court rejected most of our remaining defenses.

On August 20, 2012, a putative consumer class action was filed in the United States District Court for the Northern District of California against certain major hotel chains, and the leading OTCs, including Orbitz. The complaint alleged that the hotel chains and OTCs, including Orbitz, violated antitrust and consumer protection laws by entering into agreements in which OTCs agree not to facilitate the reservation of hotel rooms at prices that are less than those found on the hotel chain websites. Following the filing of the initial complaint on August 20, 2012, several dozen additional putative consumer class action complaints were filed in federal courts across the country. These cases were then consolidated for pretrial purposes by the Judicial Panel on Multi-District Litigation and transferred to the United States District Court for the Northern District of Texas. On May 1, 2013, counsel for the Lead Plaintiff filed a Consolidated Amended Complaint. On July 1, 2013, we filed a motion to dismiss the Consolidated Amended Complaint. On February 16, 2014, the District Court granted our motion to dismiss all of the Claims in the Consolidated Amended Complaint without prejudice. We cannot currently estimate a range of our potential loss if we do not prevail in this litigation.

In 2013 we established a reserve of $1.2 million in connection with an administrative inquiry we received relating to former practices pertaining to the marketing of travel insurance on our websites.

We cannot estimate our aggregate range of loss in the cases for which we have not recorded an accrual, except to the extent taxing authorities have issued assessments against us. Although we believe it is unlikely that an adverse outcome will result from these proceedings, an adverse outcome could be material to us with respect to earnings or cash flows in any given reporting period.

Surety Bonds and Bank Guarantees

In the ordinary course of business, we obtain surety bonds and bank guarantees, to secure performance of certain of our obligations to third parties. At December 31, 2013 and 2012, there were $6.7 million and $3.6 million of surety bonds outstanding, respectively, of which $6.2 million and $3.1 million were secured by cash collateral or letters of credit, respectively. At December 31, 2013 and 2012, there were $24.7 million and $9.4 million of bank guarantees outstanding. All bank guarantees were secured by restricted cash at December 31, 2013 and 2012.

Financing Arrangements

We are required to issue letters of credit to support certain suppliers, commercial agreements, leases and non-U.S. regulatory and governmental agencies primarily to satisfy consumer protection requirements. As of April 15, 2013, Travelport and its affiliates no longer owned at least 50% of our voting stock (see Note 1 - Organization and Basis of Presentation) and therefore are no longer obligated to provide letters of credit on our behalf. We believe we have access to sufficient letter of credit availability to meet our short-term and long-term requirements through a combination of $50.0 million

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in proceeds from our recent refinancing held as restricted cash and designated to be used to cash collateralize letters of credit or similar instruments, our $65.0 million revolving credit facility through which our revolving lenders have agreed to issue up to $55.0 million in letters of credit, our $25.0 million multi-currency letter of credit facility and cash from our balance sheet which can be used to support letters of credit and similar instruments. At December 31, 2013 and 2012, there were $0 and $72.5 million, respectively, of outstanding letters of credit issued by Travelport on our behalf.

The following table shows the amount of letters of credit and similar instruments outstanding by facility, as well as the amounts of our restricted cash balances:


	December 31, 2013				December 31, 2012
	Letters of Credit and Other Credit Support		Restricted Cash		Letters of Credit and Other Credit Support		Restricted Cash
	(in thousands)
Travelport facility	$	—	$	—	$	72,497	$	—
Multi-currency letter of credit facility		21,863		22,670		12,763		13,309
Uncommitted letter of credit facilities and surety bonds		91,033		96,091		9,917		11,176
2007 Credit Agreement revolver		—		—		11,228		—

Total	$	112,896	$	118,761	$	106,405	$	24,485

Total letter of credit fees were $4.2 million, $7.0 million, and $5.8 million for the years ended December 31, 2013, 2012, and 2011 respectively.

10. Income Taxes

Pre-tax income/(loss) for U.S. and non-U.S. operations consisted of the following:


	Years Ended December 31,
	2013			2012			2011
	(in thousands)
U.S.	$	26,105		$	(277,375	)	$	22,129
Non-U.S.		(26,025	)		(21,190	)		(57,355	)

Income/(loss) before income taxes	$	80		$	(298,565	)	$	(35,226	)

The provision/(benefit) for income taxes consisted of the following:


	Years Ended December 31,
	2013			2012			2011
	(in thousands)
Current
U.S. federal and state	$	157		$	(95	)	$	(13	)
Non-U.S.		1,262			2,399			1,334

Total current		1,419			2,304			1,321
Deferred
U.S. federal and state		(167,714	)		253			(347	)
Non-U.S.		1,290			616			1,077

Total deferred		(166,424	)		869			730

Provision/(benefit) for income taxes	$	(165,005	)	$	3,173		$	2,051

As of December 31, 2013 and 2012, our U.S. federal, state and foreign income taxes receivable/(payable) was $(0.2) million and $(0.7) million, respectively.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax benefit for the year ended December 31, 2013 was due primarily to the release of the valuation allowance of $174.4 million related to our U.S. federal deferred tax assets. Following completion of our long-term financing arrangement in the first quarter of 2013, which resolved a significant negative factor, and based on recent and expected future taxable income, we believe it is more likely than not that our deferred tax assets will be realized. Specifically, the Company had expected that interest rates and interest expense on a debt refinancing would be significantly higher than the rates actually achieved.

The tax benefit recorded for the year ended December 31, 2013 was disproportionate to the amount of pre-tax book income due primarily to the release of our U.S. valuation allowance.

The provisions for income taxes for the years ended December 31, 2012 and 2011 were due primarily to taxes on the net income of certain European-based subsidiaries that had not established a valuation allowance and U.S. state and local income taxes. We are required to assess whether valuation allowances should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard on each tax jurisdiction. We assessed the available positive and negative evidence to estimate if sufficient future taxable income would be generated to utilize the existing deferred tax assets.

We currently have a valuation allowance for our deferred tax assets of $108.6 million, of which $105.5 million relates to foreign jurisdictions. We will continue to assess the level of the valuation allowance required; if sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on our results of operations. With respect to the valuation allowance established against our non-U.S.-based deferred tax assets, a significant piece of objective negative evidence evaluated in our determination was cumulative losses incurred over the three-year period ended December 31, 2013. This objective evidence limited our ability to consider other subjective evidence such as future income projections.

The tax provisions recorded for the years ended December 31, 2012 and 2011 were disproportionate to the amount of pre-tax net loss incurred during each respective period primarily because we were not able to realize any tax benefits on the goodwill and trademark and trade names impairment charges. The provision for income taxes only includes the tax effect of the net income or net loss of certain foreign subsidiaries that had not established a valuation allowance and U.S. state and local income taxes.

Our effective income tax rate differs from the U.S. federal statutory rate as follows:


	Years Ended December 31,
	2013			2012			2011
Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal benefit		197.5			—			(1.8	)
Taxes on non-U.S. operations at differing rates		**			(0.4	)		(4.7	)
Change in valuation allowance		**			0.2			(4.7	)
Goodwill impairment charges		0.0			(35.4	)		(29.6	)
Reserve for uncertain tax positions		32.8			—			0.4
Other		**			(0.5	)		(0.4	)

Effective income tax rate		**			(1.1	)%		(5.8	)%

**	Not meaningful due to the low level of pre-tax income and release of U.S. valuation allowance of $174.4 million in 2013

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Current and non-current deferred income tax assets and liabilities in various jurisdictions are composed of the following:


	December 31, 2013			December 31, 2012
	(in thousands)
Current deferred income tax assets/(liabilities):
Accrued liabilities and deferred income	$	3,422		$	4,233
Provision for bad debts		199			179
Prepaid expenses		(1,854	)		(1,860	)
Tax sharing liability		6,774			5,529
Reserve accounts		4,129			4,084
Other		—			(404	)
Valuation allowance		(1,521	)		(11,774	)

Current net deferred income tax assets (a)	$	11,149		$	(13	)

Non-current deferred income tax assets/(liabilities):
U.S. net operating loss carryforwards	$	51,887		$	46,749
Non-U.S. net operating loss carryforwards		92,637			98,437
Accrued liabilities and deferred income		7,309			5,811
Depreciation and amortization		84,434			99,508
Tax sharing liability		22,339			25,750
Other		9,070			15,552
Valuation allowance		(107,039	)		(285,034	)

Non-current net deferred income tax assets	$	160,637		$	6,773

(a)	The current portion of the deferred income tax asset at December 31, 2013 and 2012 is included in other current assets in our consolidated balance sheets.

The net deferred tax assets at December 31, 2013 and 2012 amounted to $171.8 million and $6.8 million, respectively. These net deferred tax assets largely relate to temporary tax to book differences and net operating loss carryforwards, the realization of which is, in management’s judgment, more likely than not. We have assessed the likelihood of realization based on our expectations of future taxable income, carry-forward periods available and other relevant factors.

During 2013 we released the valuation allowance against the majority of our US deferred tax assets. As a result, our net deferred tax assets increased significantly during 2013.

As of December 31, 2012, we had established valuation allowances against the majority of our deferred tax assets. As a result, any changes in our gross deferred tax assets and liabilities during the year ended December 31, 2012 was largely offset by corresponding changes in our valuation allowances, resulting in a decrease in our net deferred tax assets of $0.5 million for the year ended December 31, 2012.

As of December 31, 2013, we had U.S. federal and state net operating loss carry-forwards of approximately $136.7 million and $97.5 million, respectively, which expire between 2021 and 2033. In addition, we had $424.7 million of non-U.S. net operating loss carry-forwards, most of which do not expire. Additionally, we had $5.0 million of U.S. federal and state income tax credit carry-forwards which expire between 2027 and 2033 and $1.1 million of U.S. federal income tax credits which have no expiration date. No provision has been made for U.S. federal or non-U.S. deferred income taxes on approximately $11.9 million of accumulated and undistributed earnings of foreign subsidiaries at December 31, 2013. A provision has not been established because it is our present intention to reinvest the undistributed earnings indefinitely in those foreign operations. The determination of the amount of unrecognized U.S. federal or non-U.S. deferred income tax liabilities for unremitted earnings at December 31, 2013 is not practicable.

We have established a liability for unrecognized tax benefits that management believes to be adequate. Once established, unrecognized tax benefits are adjusted if more accurate information becomes available, or a change in circumstance or an event occurs necessitating a change to the liability. Given the inherent complexities of the business and that we are subject to taxation in a substantial number of jurisdictions, we routinely assess the likelihood of additional assessment in each of the taxing jurisdictions.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below shows the changes in the liability for unrecognized tax benefits during the years ended December 31, 2013, 2012 and 2011:


	Years Ended December 31,
	2013			2012			2011
	(in thousands)
Balance at January 1,	$	4,106		$	3,429		$	3,796
Increase as a result of tax positions taken during the prior year		21			952			—
Decrease as a result of tax positions taken during the prior year		(433	)		(285	)		(367	)
Impact of foreign currency translation		(125	)		10			—

Balance at December 31,	$	3,569		$	4,106		$	3,429

The total amount of unrecognized benefits that, if recognized, would affect our effective tax rate was $3.5 million, $0.9 million and $0.7 million at December 31, 2013, 2012 and 2011. During the next twelve months, we anticipate no reduction to this liability due to the lapsing of statutes of limitations.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense. We recognized interest and penalties of $0, $0 and $0.2 million during the years ended December 31, 2013, 2012 and 2011, respectively. Accrued interest and penalties were $0.7 million and $0.6 million at December 31, 2013 and 2012, respectively.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which we have unrecognized tax benefits, is audited and finally resolved. We adjust these unrecognized tax benefits, as well as the related interest and penalties, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash. Favorable resolution could result in a reduction to our effective income tax rate in the period of resolution.

The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdictions include the United States (federal and state), the United Kingdom (federal) and Australia (federal). With limited exceptions, we are no longer subject to income tax examinations by tax authorities for years before 2009.

With respect to periods prior to the Blackstone Acquisition, we are only required to take into account income tax returns for which we or one of our subsidiaries is the primary taxpaying entity, namely separate state returns and non-U.S. returns. Uncertain tax positions related to U.S. federal and state combined and unitary income tax returns filed are only applicable in the post-acquisition accounting period. We and our domestic subsidiaries currently file a consolidated income tax return for U.S. federal income tax purposes.

11. Equity-Based Compensation

We issue share-based awards under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended (the “Plan”). The Plan provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity-based awards to our directors, officers and other employees, advisors and consultants who are selected by the Compensation Committee of the Board of Directors for participation in the Plan. At our Annual Meeting of Shareholders on June 11, 2013, our shareholders approved an amendment to the Plan, increasing the total number of shares of our common stock available for issuance under the Plan from 24,100,000 shares to 25,600,000 shares, subject to adjustment as provided by the Plan. As of December 31, 2013, 5,955,307 shares were available for future issuance under the plan.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Stock Units

The table below summarizes activity regarding unvested restricted stock units under the Plan during the year ended December 31, 2013:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value (per share)
Unvested at January 1, 2013		4,560,536		$	3.04
Granted		2,709,840		$	4.07
Vested (a)		(1,617,536	)	$	2.87
Forfeited		(795,000	)	$	2.67

Unvested at December 31, 2013		4,857,840		$	3.73

(a)	We issued 1,288,769 shares of common stock in connection with the vesting of restricted stock units during the year ended December 31, 2013, which is net of the number of shares retained (but not issued) by us in satisfaction of minimum tax withholding obligations associated with the vesting.

The fair value of restricted stock units that vested during the years ended December 31, 2013, 2012 and 2011 was $4.6 million, $4.4 million and $5.0 million, respectively. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2013, 2012 and 2011 was $4.07, $3.31 and $2.66 per unit, respectively. The fair value of restricted stock units on the date of grant is amortized on a straight-line basis over the requisite service period of four years.

Performance-Based Restricted Stock Units

The table below summarizes activity regarding unvested performance-based restricted stock units (“PSUs”) under the Plan during the year ended December 31, 2013:


	Performance-Based Restricted Stock Units			Weighted-Average Grant Date Fair Value (per share)
Unvested at January 1, 2013		2,062,250		$	2.57
Granted (a)		1,833,750		$	3.34
Vested		(594,250	)	$	2.70
Forfeited		(212,500	)	$	2.65

Unvested at December 31, 2013		3,089,250		$	2.99

We granted 1,833,750 PSUs in February 2013 with a fair value per share of $3.34 to certain of our executive officers that vest annually over a four-year period. The PSUs entitle the executives to receive one share of our common stock for each PSU, subject to the satisfaction of a performance condition. The performance condition required that our Company attain certain performance metrics for fiscal year 2013, which would allow participants to earn between 33% and 100% of the total PSU award based on a straight-line interpolation of the performance criteria.

In July 2013, 309,375 of the February 2013 PSUs were modified. The modification calls for the addition of a market condition defined as the measurement of shareholder return of the Company compared to certain other companies in the same industry classification and changes the vesting period from straight-line over 4 years to 75% vesting after 3 years from the original grant date and 25% vesting four years from the original grant date. The new market condition allows 35% to 100% of the award to be paid based on satisfaction of the market condition. This modification did not change the total amount of compensation cost to be recognized for these awards.

During 2013, the performance conditions of all PSUs granted in 2013 were satisfied at their maximum level, and as a result, the fair value of the PSUs are being amortized on a graded basis over the requisite service period of each vesting tranche.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In June 2012, we granted 1,425,000 PSUs with a fair value per share of $3.65 to certain of our executive officers. The PSUs were subject to the satisfaction of a performance condition that the Company’s net revenue for fiscal year 2012 equal or exceed a certain threshold. In December 2012, the Compensation Committee modified the performance condition such that the established net revenue threshold can be achieved over any trailing twelve month period ending on or prior to December 31, 2013, or each PSU will be forfeited. As a result of this Type III modification, the PSUs were revalued as of the date of modification to $2.40 per share and the aggregate fair value of the modification was $3.4 million, which represents the incremental and total expense. At December 31, 2012 the performance condition of this modification was expected to be met and the performance condition was met in February 2013. The modified PSUs will vest 25% on each anniversary of the original grant date.

Stock Options

The table below summarizes the stock option activity under the Plan during the year ended December 31, 2013:


	Shares			Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2013		2,724,253		$	4.98
Exercised		(1,445,729	)	$	5.08
Forfeited		(20,000	)	$	4.90
Cancelled		(30,805	)	$	6.28

Outstanding at December 31, 2013		1,227,719		$	4.84		2.6	$	2,878

Exercisable at December 31, 2013		1,083,469		$	4.84		2.5	$	2,545

The exercise price of stock options granted under the Plan is equal to the fair market value of the underlying stock on the date of grant. Stock options generally expire seven to ten years from the grant date. Stock options vest annually over a four-year period, or vest over a four-year period, with 25% of the awards vesting after one year and the remaining awards vesting on a monthly basis thereafter. The fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period. There were no stock options granted in 2013 or 2012.

During the years ended December 31, 2013, 2012 and 2011, the total fair value of options that vested during the period, was $1.1 million, $1.3 million and $3.0 million, respectively. In addition, the intrinsic value of options exercised was $3.1 million, $0.0 million, and $0.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Non-Employee Directors Deferred Compensation Plan

We have a deferred compensation plan that enables our non-employee directors to defer the receipt of certain compensation earned in their capacity as non-employee directors. Eligible directors may elect to defer up to100% of their annual retainer fees (which are paid by us on a quarterly basis). In addition, 100% of the annual equity grant payable to non-employee directors is deferred under the Plan.

We grant deferred stock units (“DSUs”) to each participating director on the date that the deferred fees would have otherwise been paid to the director. The DSUs are issued as restricted stock units under the Plan and are immediately vested and non-forfeitable. The DSUs entitle the non-employee director to receive one share of our common stock for each deferred stock unit following the director’s retirement or termination of service from the Board of Directors. For all awards granted prior to 2011, the DSUs are distributed 200 days immediately following such termination date and for all awards granted in 2011 or later, the DSUs are distributed immediately. The entire grant date fair value of deferred stock units is expensed on the date of grant.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below summarizes the deferred stock unit activity under the Plan during the year ended December 31, 2013:


	Deferred Stock Units			Weighted-Average Grant Date Fair Value (per share)
Outstanding at January 1, 2013		1,183,637		$	3.71
Granted		170,816		$	7.79
Distributed		(431,147	)	$	3.81

Outstanding at December 31, 2013		923,306		$	4.41

The weighted-average grant date fair value for deferred stock units granted during the years ended December 31, 2013, 2012 and 2011 was $7.79, $3.47 and $2.89, respectively.

Compensation Expense

We recognized total equity-based compensation expense of $12.9 million, $7.6 million and $8.5 million for the years ended December 31, 2013, 2012 and 2011, respectively, none of which has provided us with a tax benefit due to existence of net operating losses. As of December 31, 2013, a total of $15.4 million of unrecognized compensation costs related to unvested restricted stock units, unvested stock options and unvested PSUs are expected to be recognized over the remaining weighted-average period of 2.7years.

12. Derivative Financial Instruments

Interest Rate Hedges

At December 31, 2013, we had the following interest rate swaps outstanding that will substantially convert $200.0 million of term loans from a variable to a fixed interest rate once they become effective. We pay a fixed interest rate on the notional amount and in exchange receive a variable interest rate based on the one-month LIBOR rate. The Company does not use derivatives for speculative or trading purposes.

The Company entered into interest rate derivative contracts to protect against volatility of future cash flows of the variable interest payments on the Credit Agreement. These derivative contracts are economic hedges and are not designated as cash flow hedges. The Company marks-to-market these instruments and records the changes in the fair value of these items in “Net interest expense” in the Company’s Consolidated Statements of Operations, and recognizes the unrealized gain or loss in other non-current assets or liabilities. Unrealized gains/(losses) of $1.2 million and $0 million were recognized at December 31, 2013 and 2012, respectively.


Notional Amount	Effective Date	Maturity Date	Fixed Interest Rate Paid	Variable Interest Rate Received
$100.0 million	August 29, 2014	August 31, 2016	1.11%	One-month LIBOR
$100.0 million	August 29, 2014	August 31, 2016	1.15%	One-month LIBOR

During March 2013, we terminated our then outstanding $100.0 million swap in conjunction with the termination of our 2007 Credit Agreement. Our interest rate swaps related to the 2007 Credit Agreement were the only derivative financial instruments that we had designated as hedging instruments.

Notional Amount

Effective Date

Maturity Date

Fixed Interest

Rate Paid

Variable Interest

Rate Received

$100.0 million

July 29, 2011

July 31, 2013

0.68%

One-month LIBOR

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following interest rate swaps that effectively converted an additional $200.0 million of the Term Loan from a variable to a fixed interest rate matured during the year ended December 31, 2012:


Notional Amount	Effective Date	Maturity Date	Fixed Interest Rate Paid	Variable Interest Rate Received
$100.0 million	January 29, 2010	January 31, 2012	1.15%	One-month LIBOR
$100.0 million	January 29, 2010	January 31, 2012	1.21%	Three-month LIBOR

The following table summarizes the location and fair value of our interest rate derivative instruments on the Company’s Consolidated Balance Sheets.


		Fair Value Measurements as of
	Balance Sheet Location	December 31, 2013		December 31, 2012
		(in thousands)
Interest rate swaps not designated as hedging instruments	Other non-current liabilities	$	1,205	$	—
Interest rate swaps designated as hedging instruments	Other current liabilities	$	—	$	276

The interest rate swaps were reflected in our Condensed Consolidated Balance Sheets at market value. The corresponding market adjustment related to the hedging instruments was recorded to accumulated other comprehensive income (“AOCI”) and the adjustment related to the instruments not designated as hedging was recorded as Interest expense in the Company’s Consolidated Statements of Operations.

The following table shows the market adjustments recorded during the years ended December 31, 2013, 2012 and 2011:


	Gain in Other Comprehensive Income/(Loss)						(Loss) Reclassified from Accumulated OCI into Interest Expense (Effective Portion)									Gain/(Loss) Recognized in Income (Ineffective Portion and the Amount Excluded from Effectiveness Testing)
	2013		2012		2011		2013			2012			2011			2013		2012		2011
							(in thousands)
Interest rate swaps	$	276	$	311	$	2,329	$	(277	)	$	(561	)	$	(3,328	)	$	—	$	—	$	—

Foreign Currency Hedges

We enter into foreign currency contracts to manage our exposure to changes in the foreign currency associated with foreign currency receivables, payables and intercompany transactions. We primarily hedge our foreign currency exposure to the Pound sterling and the Australian dollar. As of December 31, 2013, we had foreign currency contracts outstanding with a total net notional amount of $282.7 million, all of which subsequently matured in 2014. The foreign currency contracts do not qualify for hedge accounting treatment; accordingly, changes in the fair value of the foreign currency contracts are reflected in net income as a component of selling, general and administrative expense in our Consolidated Statements of Operations.

The following table shows the fair value of our foreign currency hedges:


		Fair Value Measurements as of
	Balance Sheet Location	December 31, 2013		December 31, 2012
		(in thousands)
Liability Derivatives:
Foreign currency hedges	Other current liabilities	$	1,412	$	2,396

The following table shows the changes in the fair value of our foreign currency contracts which were recorded as a gain/(loss) in selling, general and administrative expense:


	Years Ended December 31,
	2013		2012			2011
	(in thousands)
Foreign currency hedges (a)	$	3,877	$	(11,385	)	$	(2,420	)

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(a)

We recorded transaction gains/(losses) associated with the re-measurement and settlement of our foreign denominated assets and liabilities of $(9.3) million, $6.7 million and $(3.0) million for the years ended December 31, 2013, 2012 and 2011, respectively. These transaction gains and losses were included in selling, general and administrative expense in our consolidated statements of operations. The net impact of these transaction gains and losses, together with the gains/(losses) incurred on our foreign currency hedges, were losses of $5.4 million, $4.7 million and $5.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The tables below show the gross and net information related to derivatives eligible for offset in the Consolidated Balance Sheets as of December 31, 2013 and 2012. The gross asset amount of the derivative listed below in the maximum loss the Company would incur if the counterparties failed to meet their obligation.


	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet			Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
	(in thousands)
December 31, 2013	$	8,324	$	(5,707	)	$	2,617
December 31, 2012	$	3,649	$	(977	)	$	2,672

13. Employee Benefit Plans

We sponsor a defined contribution savings plan for employees in the United States that provides certain of our eligible employees an opportunity to accumulate funds for retirement. HotelClub and ebookers sponsor similar defined contribution savings plans. After employees have attained one year of service, we match the contributions of participating employees on the basis specified by the plans, up to a maximum of 3% of participant compensation. We recorded total expense related to these plans in the amount of $4.9 million, $4.8 million and $5.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

14. Net Income/(Loss) per Share

We calculate basic net income/(loss) per share by dividing the net income/(loss) for the period by the weighted-average number of shares outstanding during the period. The weighted-average number of shares includes common shares outstanding and deferred stock units, which are immediately vested and non-forfeitable. Diluted net income/(loss) per share is calculated by dividing the net income/(loss) for the period by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are determined by the application of the treasury stock method.

The following table presents the weighted-average shares outstanding used in the calculation of net income/(loss) per share:


	Years Ended December 31,
Weighted-Average Shares Outstanding	2013		2012		2011
Basic		107,952,327		105,582,736		104,118,983
Diluted effect of:
Restricted stock units		2,586,325		—		—
Performance-based restricted stock units		2,117,454		—		—
Stock options		416,573		—		—

Diluted		113,072,679		105,582,736		104,118,983

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following equity awards were not included in the diluted net income/(loss) per share calculation because they would have had an antidilutive effect:


	Years Ended December 31,
Antidilutive Equity Awards	2013		2012		2011
Stock options		200,409		3,009,654		3,274,156
Restricted stock units		5,772		4,379,665		4,455,507
Performance-based restricted stock units		—		907,616		1,065,250

Total		206,181		8,296,935		8,794,913

15. Related Party Transactions

Related Party Transactions with Travelport and its Subsidiaries

We had amounts due from Travelport of $12.3 million and $5.6 million at December 31, 2013 and 2012, respectively. Amounts due to or from Travelport are generally settled on a net basis.

The following table summarizes the related party transactions with Travelport and its subsidiaries, reflected in our consolidated statements of operations:


	Years Ended December 31,
	2013			2012		2011
	(in thousands)
Net revenue (a) (b)	$	85,293		$	98,113	$	110,302
Cost of revenue		(60	)		250		619
Selling, general and administrative expense		116			260		875
Marketing expense		53			—		—
Interest expense (c)		4,106			6,706		5,595

(a)	Net revenue includes incentive revenue for segments processed through Galileo and Worldspan, both of which are subsidiaries of Travelport. This incentive revenue accounted for more than 10% of our total net revenue in 2012 and 2011 (see “GDS Service Agreement” section below).

(b)

Net revenue includes amounts recognized under our GDS services agreement and bookings sourced through Donvand Limited and OctopusTravel Group Limited (doing business as Gullivers Travel Associates, “GTA”) through March 31, 2011; as of the end of the second quarter of 2011, GTA was no longer a related party. In addition, net revenue for the year ended December 31, 2011 includes incremental GDS incentive revenue recognized from 2011 under the Letter Agreement with Travelport (see “Letter Agreement” section below).

(c)	Interest expense relates to letters of credit issued on our behalf by Travelport (see Note 9 - Commitments and Contingencies).

Separation Agreement

We entered into a Separation Agreement with Travelport at the time of the IPO. This agreement, as amended, provided the general terms for the separation of our respective businesses. When we were a wholly-owned subsidiary of Travelport, Travelport provided guarantees, letters of credit and surety bonds on our behalf under our commercial agreements and leases and for the benefit of regulatory agencies. Under the Separation Agreement, we were required to use commercially reasonable efforts to have Travelport released from any then outstanding guarantees and surety bonds. As a result, Travelport no longer provides surety bonds on our behalf or guarantees in connection with commercial agreements or leases entered into or replaced by us subsequent to the IPO. Our ability to pay dividends may require the prior consent of Travelport. As of April 15, 2013, Travelport is no longer obligated to issue letters of credit on our behalf.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Master License Agreement

We entered into a Master License Agreement with Travelport at the time of the IPO. Pursuant to this agreement, Travelport licenses certain of our intellectual property and pays us fees for related maintenance and support services. The licenses include our supplier link technology; portions of ebookers’ booking, search and vacation package technologies; certain of our products and online booking tools for corporate travel; portions of our private label vacation package technology; and our extranet supplier connectivity functionality.

The Master License Agreement granted us the right to use a corporate online booking product developed by Travelport. We have entered into a value added reseller license with Travelport for this product.

GDS Service Agreement

In connection with the IPO, we entered into the Travelport GDS Service Agreement, which was scheduled to expire on December 31, 2014. The Travelport GDS Service Agreement is structured such that we earn incentive revenue for each air, car and hotel segment that is processed through the Travelport GDSs. This agreement required that we process a certain minimum number of segments for our domestic brands through the Travelport GDSs each year. Our domestic brands were required to process a total of 27.8 million, 31.4 million and 32.8 million segments through the Travelport GDSs during the years ended December 31, 2013, 2012 and 2011, respectively. Of the required number of segments, 16.0 million segments were required to be processed each year through Worldspan, and 11.8 million, 15.4 million and 16.8 million segments were required to be processed through Galileo during the years ended December 31, 2013, 2012 and 2011, respectively. We are not subject to these minimum volume thresholds to the extent that we process all eligible segments through the Travelport GDS. No payments were made to Travelport related to the minimum segment requirement for our domestic brands for the years ended December 31, 2013, 2012 and 2011.

The Travelport GDS Service Agreement also required that ebookers use the Travelport GDSs exclusively in certain countries for segments processed through GDSs in Europe. Our failure to process at least 95% of these segments through the Travelport GDSs would result in a shortfall payment of $1.25 per segment for each segment processed through an alternative GDS provider. We failed to meet this minimum segment requirement during the year ended December 31, 2011, and as a result, we were required to make a shortfall payment of $0.4 million to Travelport related to that year. There was not a shortfall for either of the years ended December 31, 2013 or 2012.

In February 2014, the Company announced that it has entered into an agreement with Travelport for the provision of GDS services, which terminates and replaces our prior Travelport GDS service agreement. Under the New Travelport GDS Service Agreement, Orbitz is obligated in 2014 to use only Travelport GDSs for all air and car segments booked on its domestic agencies and is subject to certain other exclusivity obligations for its segments booked in Europe and other markets as defined in the New Travelport GDS Service Agreement. The Company is required to pay a fee for each segment that is not booked through Travelport GDSs in 2014 subject to exclusivity obligations discussed above. However beginning January 1, 2015, the Company will no longer be subject to exclusivity obligations. Under the GDS Agreement beginning in 2015, we are obligated to provide certain levels of volume over the contract period and may be subject to pay shortfall payments in certain cases if we fail to meet volume commitments. The agreement terminates on December 31, 2018.

Corporate Travel Agreement

We provide corporate travel management services to Travelport and its subsidiaries.

Letter Agreement

In February 2011, we entered into a Letter Agreement with Travelport, which was amended in March 2011 (the “Letter Agreement”). The Letter Agreement amended and clarified certain terms set forth in agreements that we had previously entered into with Travelport and provided certain benefits to us so long as certain conditions were met.

The Letter Agreement contained a provision relating to the absence of ticketing authority on AA. Under this agreement, our segment incentives payable from Travelport under the parties’ Travelport GDS Service Agreement were increased effective December 22, 2010 until the earliest of August 31, 2011, the reinstatement of ticketing authority by AA for our Orbitz.com website, the consummation of a direct connect relationship with AA, or the determination by our Audit Committee of the Board

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of Directors (the “Audit Committee”) that we were engaged in a discussion with AA that is reasonably likely to result in a direct connect relationship between us and AA. In late 2010, we and AA were unable to agree to terms under which AA tickets would be marketed and distributed to our customers and thus the offering of AA tickets on the Orbitz.com and Orbitz for Business websites was discontinued. Pursuant to a court order in June 2011, AA restored its content to our sites. This ruling resulted in the expiration on June 1, 2011 of the increased segment incentives payable from Travelport pursuant to the Letter Agreement. We resumed offering AA tickets on our sites and have continued to do so pursuant to a series of agreements between us and AA that ran through January 15, 2013. On March 29, 2013, Orbitz entered into a settlement agreement with American Airlines. On April 25, 2013, the United States Bankruptcy Court for the Southern District of New York entered an order in which it approved the settlement agreement.

The Letter Agreement also contained an amendment to the Travelport GDS Service Agreement. This amendment established a higher threshold at which potential decreases in Travelport’s segment incentive payments to us could take effect and reduced the percentage impact of the potential decreases. We are entitled to receive these benefits as long as our Audit Committee does not determine that we are engaged in a discussion with any airline that is reasonably likely to result in a direct connect relationship and we have not consummated a direct connect relationship with any airline.

The Letter Agreement also clarified that we were permitted to proceed with an arrangement with ITA that provides for our use of ITA’s airfare search solution after December 31, 2011. In addition, we agreed to the circumstances under which we will use e-Pricing for searches on our websites through December 31, 2014.

Related Party Transactions with Affiliates of Blackstone

In the course of conducting business, we have entered into various agreements with affiliates of Blackstone. For example, we have agreements with certain hotel management companies that are affiliates of Blackstone and that provide us with access to their inventory. We also purchase services from certain Blackstone affiliates such as telecommunications and advertising. In addition, various Blackstone affiliates utilize our partner marketing programs and corporate travel services.

The following table summarizes the related party balances with other affiliates of Blackstone, reflected in our consolidated balance sheets:


	December 31, 2013		December 31, 2012
	(in thousands)
Accounts receivable	$	681	$	332
Prepaid expenses		4		—
Accounts payable		673		315
Accrued merchant payable		16,275		2,491
Accrued expenses		—		30

The following table summarizes the related party transactions with other affiliates of Blackstone, reflected in our consolidated statements of operations:


	Years Ended December 31,
	2013		2012		2011
	(in thousands)
Net revenue	$	24,826	$	13,348	$	23,966
Cost of revenue		—		—		15,144
Selling, general and administrative expense		506		760		2,354
Marketing expense		—		—		70

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16. Fair Value Measurements

The following table shows the fair value of our assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2013 and 2012, which are classified as Other current liabilities and Other non-current liabilities in our Consolidated Balance Sheets.


	Fair Value Measurements as of
	December 31, 2013								December 31, 2012
	Total		Quoted prices inactive markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Quoted prices inactive markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)								(in thousands)
Liabilities:
Foreign currency hedges	$	1,412	$	1,412	$	—	$	—	$	2,396	$	2,396	$	—	$	—
Interest rate swaps	$	1,205	$	—	$	1,205	$	—	$	276	$	—	$	276	$	—

We value our foreign currency hedges based on the difference between the foreign currency contract rate and widely available foreign currency rates as of the measurement date. Our foreign currency hedges are short-term in nature, generally maturing within 30 days. We value our interest rate swaps using valuations that are calibrated to the initial trade prices. Using a market-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rates, credit spreads and volatilities.

In connection with our annual impairment test as of December 31, 2013, we estimated the fair values of our non-financial assets of goodwill, trademarks and trade names, and compared those estimates to the respective carrying values (see Note 4 - Goodwill and Intangible Assets). The fair values of all of our non-financial assets exceeded the carrying values.

In connection with our annual impairment test as of December 31, 2012, we estimated the fair values of our non-financial assets of goodwill, trademarks and trade names, and compared those estimates to the respective carrying values (see Note 4 - Goodwill and Intangible Assets). As a result of lower than expected performance and future cash flows for the Americas reporting unit, we recorded a non-cash impairment charge related to the goodwill of the Americas reporting unit and a non-cash impairment charge related to the trademarks and trade names associated with Orbitz and CheapTickets. The fair values of our trademarks and tradenames associated with Hotelclub and ebookers exceeded the respective carrying values.

The following table shows the fair value of our non-financial assets and related losses that were required to be measured at fair value on a non-recurring basis during the year ended December 31, 2012:


			Fair Value Measurements Using
	Balance at December 31, 2012		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total Losses
	(in thousands)
Goodwill - Americas	$	345,388	$	—	$	—	$	345,388	$	(301,912	)
Trademarks and trade names	$	83,065	$	—	$	—	$	83,065	$	(17,635	)
Customer relationships	$	—	$	—	$	—	$	—	$	(1,625	)

Fair Value of Financial Instruments

For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued merchant payable and accrued expenses, the carrying value approximates or equals fair value due to their short-term nature.

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The carrying value of the Term Loan was $443.3 million at December 31, 2013, compared with a fair value of $446.8 million. At December 31, 2012, the carrying value of the Term Loan was $440.0 million, compared with a fair value of $425.7 million. The fair values were determined based on quoted market ask prices, which is classified as a Level 2 measurement.

17. Segment Information

We determine operating segments based on how our chief operating decision maker manages the business, including making operating decisions deciding how to allocate resources and evaluating operating performance. We operate in one segment and have one reportable segment.

We maintain operations in the United States, United Kingdom, Australia, Germany, Sweden, France, Finland, Ireland, Switzerland and other international territories. The table below presents net revenue by geographic area: the United States and all other countries. Net revenue is based on the location of the legal entity through which the booking is processed.


	Years Ended December 31,
	2013		2012		2011
	(in thousands)
Net revenue
United States	$	618,623	$	562,026	$	546,840
All other countries		228,380		216,770		219,979

Total	$	847,003	$	778,796	$	766,819

The table below presents property and equipment, net, by geographic area.


	December 31, 2013		December 31, 2012
	(in thousands)
Long-lived assets
United States	$	111,458	$	126,233
All other countries		4,687		6,311

Total	$	116,145	$	132,544

18. Quarterly Financial Data (Unaudited)

The following tables present certain unaudited consolidated quarterly financial information.


	Three Months Ended
	December 31, 2013		September 30, 2013		June 30, 2013		March 31, 2013 (a)
	(in thousands, except per share data)
Net revenue	$	197,426	$	220,919	$	225,798	$	202,860
Cost and expenses		182,746		193,450		203,171		205,670
Operating income/(loss)		14,680		27,469		22,627		(2,810	)
Net income		5,342		12,982		561		146,200
Basic net income per share	$	0.05	$	0.12	$	0.01	$	1.38
Diluted net income per share	$	0.05	$	0.11	$	0.00	$	1.34

(a)	During the three months ended March 31, 2013, we reversed $157.5 million in valuation allowance related to deferred tax assets (see Note 10 - Income Taxes).

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Three Months Ended
	December 31, 2012 (b)			September 30, 2012		June 30, 2012		March 31, 2012
	(in thousands, except per share data)
Net revenue	$	189,737		$	198,303	$	200,977	$	189,779
Cost and expenses		495,388			173,393		186,105		185,835
Operating income/(loss)		(305,651	)		24,910		14,872		3,944
Net income/(loss)		(314,629	)		14,818		4,584		(6,511	)
Basic net income/(loss) per share	$	(2.96	)	$	0.14	$	0.04	$	(0.06	)
Diluted net income/(loss) per share	$	(2.96	)	$	0.14	$	0.04	$	(0.06	)

(b)	During the three months ended December 31, 2012, we recorded non-cash impairment charges related to goodwill and intangible assets of $321.2 million (see Note 4 - Goodwill and Intangible Assets).

ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. Subsequent Events

On February 10, 2014, the Company announced it entered into new multi-year global distribution agreements with Amadeus IT Group, S.A., Sabre Inc. and Travelport for the provision of technology and travel management solutions.

At the time of its initial public offering in 2007, the Company entered into a subscriber services agreement with Travelport that included certain exclusivity provisions for its global distribution services. From January 1, 2015, we will no longer be subject to these exclusivity provisions.

On February 28, 2014, the Company announced it acquired certain assets and contracts of the Travelocity Partner Network, which provides private label travel technology solutions for bank loyalty programs and online commerce sites. The acquisition price was not material.

Schedule II — Valuation and Qualifying Accounts


	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts			Deductions		Balance at End of Period
	(in thousands)
Tax Valuation Allowance
Year Ended December 31, 2013	$	296,808	$	(165,764	)(a)	$	(22,484	)(b)	$	—	$	108,560
Year Ended December 31, 2012		298,860		(530	)		(1,522	)(b)		—		296,808
Year Ended December 31, 2011		312,520		1,651			(15,311	)(c)		—		298,860

(a)	Relates to the release of the valuation allowance on U.S. deferred tax assets.

(b)	Represents foreign currency translation adjustments to the valuation allowances, reclassification adjustments between our gross deferred tax assets and the corresponding valuation allowance and the effects of a U.K. tax rate change.

(c)

Includes a reduction of $12.0 million to the deferred tax asset in connection with a reduction of the tax sharing liability to the airlines. The remaining $3.3 million represents the combined effect of foreign currency translation adjustments, a reduction to the U.K. tax rate and other reclassification adjustments between the gross deferred tax assets and the corresponding valuation allowance.