##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      FORM 10-Q
  (Mark One)x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 333-141714
     Travelport Limited
   Bermuda

98-0505100(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification Number)   405
    Lexington Avenue
    New York, NY 10174 (Address
    of principal executive offices, including zip code)(212) 915-9150(Registrants telephone number, including area code)N/A(Former name, former address and former fiscal year, if
    changed since last report)
      o x
  Regulation S-T o o
  non-accelerated Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer x
    Smaller
    reporting
    company o   Rule 12b-2 o x




---



##### 





Table of
    Contents
   
 PagePART I

Financial Information

3Item 1.

Financial Statements (unaudited)

3Consolidated Condensed Statements of Operations
    for the Three and Six Months Ended June 30, 2010 and 2009
    (unaudited)

3Consolidated Condensed Balance Sheets as of
    June 30, 2010 (unaudited) and December 31, 2009

4Consolidated Condensed Statements of Cash Flows
    for the Six Months Ended June 30, 2010 and 2009
    (unaudited)

5Consolidated Condensed Statement of Changes in
    Total Equity for the Six Months Ended June 30, 2010
    (unaudited)

6Notes to Consolidated Condensed Financial
    Statements (unaudited)

7Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations

29Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

41Item 4.

Controls and Procedures

41PART II

Other Information

42Item 1.

Legal Proceedings

42Item 1A.

Risk Factors

42Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

42Item 3.

Defaults upon Senior Securities

42Item 4.

Removed and Reserved

42Item 5.

Other Information

42Item 6.

Exhibits

42Signatures

43EX-31.1EX-31.2EX-32   1




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Form 10-Q
    
    factors affecting the level of travel activity, particularly air
    travel volume, including security concerns, general economic
    conditions, natural disasters and other disruptions;
    the impact outstanding indebtedness may have on the way we
    operate our business;
    our ability to obtain travel supplier inventory from travel
    suppliers, such as airlines, hotels, car rental companies,
    cruise lines and other travel suppliers;
    our ability to maintain existing relationships with travel
    agencies and tour operators and to enter into new relationships
    on acceptable financial and other terms;
    our ability to develop and deliver products and services that
    are valuable to travel agencies and travel suppliers and
    generate new revenue streams, including our new universal
    desktop product;
    the impact on supplier capacity and inventory resulting from
    consolidation of the airline industry;
    our ability to grow adjacencies, such as our recent acquisition
    of Sprice and our controlling interest in eNett;
    general economic and business conditions in the markets in which
    we operate, including fluctuations in currencies;
    pricing, regulatory and other trends in the travel industry;
    risks associated with doing business in multiple countries and
    in multiple currencies;
    our ability to achieve expected cost savings from our efforts to
    improve operational efficiency;
    maintenance and protection of our information technology and
    intellectual property; and
    financing plans and access to adequate capital on favorable
    terms.    and/or Form 10-K Form 10-K Form 10-Q,
   2




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##### Table of Contents



PART IFINANCIAL
    INFORMATION  Item 1.
    Financial
    Statements (unaudited)  TRAVELPORT
    LIMITED
  CONSOLIDATED
    CONDENSED STATEMENTS OF OPERATIONS
  (unaudited)
  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,(in $ millions)

2010


2009


2010


2009Net revenue


598



592



1,179



1,145Costs and expensesCost of revenue


297



286



608



564Selling, general and administrative


138



127



289



277Restructuring charges


4



7



5



13Depreciation and amortization


64



62



122



124Other income






(5
)






(5
)Total costs and expenses


503



477



1,024



973Operating income


95



115



155



172Interest expense, net


(63
)


(72
)


(129
)


(138
)Gain on early extinguishment of debt






6







6Income from operations before income taxes and equity in
    earnings (losses) of investment in Orbitz Worldwide


32



49



26



40Provision for income taxes


(15
)


(14
)


(27
)


(14
)Equity in earnings (losses) of investment in Orbitz Worldwide


5



5



2



(156
)Net income (loss)


22



40



1



(130
)Less: Net income attributable to non-controlling interest in
    subsidiaries






(1
)






(2
)Net income (loss) attributable to the Company


22



39



1



(132
)    3




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##### Table of Contents



TRAVELPORT
    LIMITED
  CONSOLIDATED
    CONDENSED BALANCE SHEETS
  (unaudited)
  June 30,(in $ millions)

2010


December 31, 2009AssetsCurrent assets:Cash and cash equivalents


167



217Accounts receivable (net of allowances for doubtful accounts of
    $46 and $59)


400



346Deferred income taxes


22



22Other current assets


151



156Total current assets


740



741Property and equipment, net


548



452Goodwill


1,251



1,285Trademarks and tradenames


404



419Other intangible assets, net


1,076



1,183Investment in Orbitz Worldwide


116



60Other non-current assets


204



206Total assets


4,339



4,346Liabilities and equityCurrent liabilities:Accounts payable


177



139Accrued expenses and other current liabilities


949



765Current portion of long-term debt


18



23Total current liabilities


1,144



927Long-term debt


3,499



3,640Deferred income taxes


110



143Other non-current liabilities


247



228Total liabilities


5,000



4,938Commitments and contingencies (note 12)Shareholders equity:Common shares $1.00 par value; 12,000 shares
    authorized; 12,000 shares issued and outstanding






Additional paid in capital


1,009



1,006Accumulated deficit


(1,642
)


(1,643
)Accumulated other comprehensive (loss) income


(43
)


30Total shareholders equity


(676
)


(607
)Equity attributable to non-controlling interest in subsidiaries


15



15Total equity


(661
)


(592
)Total liabilities and equity


4,339



4,346    4




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##### Table of Contents



TRAVELPORT
    LIMITED
  CONSOLIDATED
    CONDENSED STATEMENTS OF CASH FLOWS
  (unaudited)
  Six Months


Six MonthsEnded


EndedJune 30,


June 30,(in $ millions)

2010


2009Operating activitiesNet income (loss)


1



(130
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


122



124Gain on sale of assets






(5
)Provision for bad debts


2



10Equity-based compensation


3



3Gain on early extinguishment of debt






(6
)Amortization of debt finance costs


8



8Loss (gain) on interest rate derivative instruments


1



(3
)Loss (gain) on foreign exchange derivative instruments


2



(16
)Equity in (earnings) losses of investment in Orbitz Worldwide


(2
)


156FASA liability


(9
)


(17
)Deferred income taxes


(2
)


(5
)Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable


(81
)


(33
)Other current assets


(4
)


4Accounts payable, accrued expenses and other current liabilities


177



54Other


(14
)


(10
)Net cash provided by operating activities


204



134Investing activitiesProperty and equipment additions


(136
)


(19
)Investment in Orbitz Worldwide


(50
)


Businesses acquired


(16
)


Loan to parent


(5
)


Proceeds from sale of assets






5Other


5



(1
)Net cash used in investing activities


(202
)


(15
)Financing activitiesPrincipal repayments


(112
)


(277
)Proceeds from new borrowings


100



144Payments on settlement of derivative contracts


(30
)


Net share settlement for equity-based compensation






(7
)Debt finance costs






(3
)Distribution to a parent






(42
)Net cash used in financing activities


(42
)


(185
)Effect of changes in exchange rates on cash and cash equivalents


(10
)


4Net decrease in cash and cash equivalents


(50
)


(62
)Cash and cash equivalents at beginning of period


217



345Cash and cash equivalents at end of period


167



283Supplemental disclosure of cash flow informationInterest payments


111



131Income tax payments, net


16



17    5




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##### Table of Contents



TRAVELPORT
    LIMITEDCONSOLIDATED CONDENSED STATEMENT
    OF CHANGES IN TOTAL EQUITY 
    (unaudited)
  Accumulated


Non-Additional





Other


ControllingCommon


Paid in


Accumulated


Comprehensive


Interest in


Total(in $ millions)

Stock


Capital


Deficit


Income (Loss)


Subsidiaries


EquityBalance as of January 1, 2010






1,006



(1,643
)


30



15



(592
)Equity-based compensation






3















3Comprehensive income (loss)Net income










1











1Currency translation adjustment, net of tax of $0














(70
)






(70
)Unrealized loss on cash flow hedges, net of tax of $0














(9
)






(9
)Unrealized gain on equity investment and other, net of tax of $0














6







6Total comprehensive loss






















(72
)Balance as of June 30, 2010






1,009



(1,642
)


(43
)


15



(661
)    6




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  1.
    Basis of
    Presentation    Form 10-Q
    Form 10-K Form 10-K
   2.
    Recently
    Issued Accounting Pronouncements  Improving
    Disclosures about Fair Value Measurements
   7




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   2.
    Recently
    Issued Accounting Pronouncements (Continued)  Accounting
    and Reporting for Decreases in Ownership of a
    Subsidiary
  de-recognition
  Amendment
    to Revenue Recognition involving Multiple Deliverable
    Arrangements
    Amendment
    to Software Revenue Recognition
     3.
    Restructuring
    Charges      (in $ millions)Balance as of January 1, 2010


8Restructuring charges


5Cash payments


(7
)Balance as of June 30, 2010


6  8




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   3.
    Restructuring
    Charges (Continued)           4.
    Other
    Current Assets    June 30,


December 31,(in $ millions)

2010


2009Upfront inducement payments and supplier deposits


71



70Sales and use tax receivables


41



48Prepaid expenses


18



20Deferred costs






10Loan to parent


5



Other


16



8151



156       9




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  5.
    Property
    and Equipment, Net    As of


As ofJune 30, 2010


December 31, 2009Accumulated








Accumulated(in $ millions)

Cost


depreciation


Net


Cost


depreciation


NetLand


4







4



4







4Capitalized software


588



(226
)


362



455



(182
)


273Furniture, fixtures and equipment


223



(121
)


102



230



(129
)


101Building and leasehold improvements


46



(21
)


25



48



(20
)


28Construction in progress


55







55



46







46916



(368
)


548



783



(331
)


452        6.
    Intangible
    Assets    January 1,





Foreign


June 30,(in $ millions)

2010


Additions


Exchange


2010Non-Amortizable
    Assets:GoodwillGDS


979



6







985GTA


306



5



(45
)


2661,285



11



(45
)


1,251Trademarks and tradenames


419







(15
)


404Amortizable Intangible AssetsCustomer relationships


1,564







(64
)


1,500Vendor relationships and other


51



1



(7
)


451,615



1



(71
)


1,545Accumulated amortization


(432
)


(59
)


22



(469
)Amortizable intangible assets, net


1,183



(58
)


(49
)


1,076      10




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   6.
    Intangible
    Assets (Continued)      Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,(in $ millions)

2010


2009


2010


2009Customer relationships


29



34



58



67Vendor relationships and other










1



1Total*


29



34



59



68    *
    
    Included as a component of depreciation and amortization on the
    consolidated condensed statements of operations.       7.
    Orbitz
    Worldwide        11




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   7.
    Orbitz
    Worldwide (Continued)  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,(in $ millions)

2010


2009


2010


2009Net revenue


193



188



381



376Operating expenses


171



166



351



345Impairment of assets










2



332Operating income (loss)


22



22



28



(301
)Interest expense, net


(11
)


(12
)


(22
)


(27
)Income (loss) before income taxes


11



10



6



(328
)Income tax (provision) benefit


(1
)






(2
)


2Net income (loss)


10



10



4



(326
)             12




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  8.
    Long-Term
    Debt    June 30,


December 31,(in $ millions)

Maturity

2010


2009Senior Secured Credit FacilityTerm loan facilityDollar denominated

August 2013


1,841



1,846Euro denominated

August 2013


429



501Senior notesDollar denominated floating rate notes

September 2014


143



143Euro denominated floating rate notes

September 2014


198



23297/8%

    Dollar denominated notes

September 2014


443



443Senior subordinated notes117/8%

    Dollar denominated notes

September 2016


247



247107/8%

    Euro denominated notes

September 2016


171



201Capital leases and other




45



50Total debt




3,517



3,663Less: current portion




18



23Long-term debt




3,499



3,640            9.
    Financial
    Instruments   13




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   9.
    Financial
    Instruments (Continued)      Interest
    Rate Risk
    Foreign
    Currency Risk
      Fair
    Value Disclosures for Derivative Instruments
     14




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   9.
    Financial
    Instruments (Continued)        Assets

LiabilitiesFair Value Asset



Fair Value Asset(Liability)



(Liability)June 30,

December 31,



June 30,

December 31,(in $ millions)

Balance Sheet Location

2010

2009

Balance Sheet Location

2010

2009Derivatives designated as hedging instruments:Interest rate swaps

Other non-current assets



(5)

Accrued expenses and other current liabilities



(8)Interest rate swaps







Other non-current liabilities



(3)Foreign currency impact of cross currency swaps

Other non-current assets



23Foreign currency forward contacts







Accrued expenses and other current liabilities

(11)

(4)

18



(11)

(15)Derivatives not designated as hedging instruments:Foreign currency forward contracts

Other current assets

2

1

Accrued expenses and other current liabilities

(88)

(6)Interest rate swaps







Accrued expenses and other current liabilities

(34)

(25)Interest rate swaps







Other non-current liabilities

(15)

(10)Foreign exchange impact of cross currency swaps







Other non-current liabilities

(9)

2

1



(146)

(41)Total fair value of derivative assets



2

19



(157)

(56)       15




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   9.
    Financial
    Instruments (Continued)  Amount of (Loss) Gain Recognized




Amount of Gain (Loss)in Other Comprehensive Income (Loss)




Recorded into Income (Loss)Three Months


Six Months




Three Months


Six MonthsEnded June 30,


Ended June 30,


Location of Gain (Loss)

Ended June 30,


Ended June 30,( in $ millions)

2010


2009


2010


2009


Recorded into Income

2010


2009


2010


2009Derivatives designated as hedging instruments:Interest rate swaps


(2
)


(2
)


(4
)


(3
)

Interest expense, net


(3
)


(9
)


(5
)


(15
)Foreign exchange impact of cross currency swaps


(4
)


52



(15
)


3


Selling, general and 
    administrative.


(4
)


52



(15
)


3Foreign exchange forward contracts


(10
)






(18
)





Selling, general and
    administrative


(6
)






(6
)


Derivatives not designated as hedging instruments:Interest rate swaps

















Interest expense, net


(6
)


(7
)


(16
)


(8
)Foreign exchange impact of cross currency swaps

















Selling, general and
    administrative


(16
)






(16
)


Foreign exchange forward

















Selling, general andcontracts

















administrative


(66
)


16



(113
)


10(101
)


52



(171
)


(10
)         Fair
    Value Disclosures for All Financial Instruments
   16




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   9.
    Financial
    Instruments (Continued)    June 30, 2010


December 31, 2009Carrying





Carrying(in $ millions)

Amount


Fair Value


Amount


Fair ValueAsset (liability)Investment in Orbitz Worldwide


116



186



60



292Derivative assets (see above)


2



2



19



19Derivative liabilities (see above)


(157
)


(157
)


(56
)


(56
)Total debt


(3,517
)


(3,367
)


(3,663
)


(3,526
)        10.
    Equity-Based
    Compensation  Form 10-K Form 10-K
      Restricted Equity UnitsClass A-2Weighted AverageNumber of Shares


Grant Date(in millions)


Fair ValueBalance as of January 1, 2010


90.0


$
2.32Granted at fair market value


8.4


$
1.13Balance as of June 30, 2010


98.4


$
2.22    17




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  11.
    Comprehensive
    Income (Loss)    Three Months


Six MonthsEnded June 30,


Ended June 30,(in $ million)

2010


2009


2010


2009Net income (loss)


22



40



1



(130
)Other comprehensive income (loss)Currency translation adjustment, net of tax of $0


(45
)


72



(70
)


6Unrealized (loss) gain on cash flow hedges, net of tax of $0


(1
)


7



(9
)


14Unrecognized actuarial gain on defined benefit plans, net of tax
    of $0














3Unrealized gain on equity investment and other, net of tax of $0


2







6



1Comprehensive (loss) income


(22
)


119



(72
)


(106
)    12.
    Commitments
    and Contingencies  Purchase
    Commitments
    Company
    Litigation
  and/or
    Standard
    Guarantees/Indemnifications
   18




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   12.
    Commitments
    and Contingencies (Continued)     13.
    Segment
    Information          19




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Segment
    Information (Continued)  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,(in $ millions)

2010


2009


2010


2009GDSNet revenue


520



515



1,056



1,026Segment EBITDA


160



167



311



319GTANet revenue


78



77



123



119Segment EBITDA


23



21



21



10Combined TotalsNet revenue


598



592



1,179



1,145Segment EBITDA


183



188



332



329Reconciling items:Corporate and
    unallocated(a)


(24
)


(11
)


(55
)


(33
)Interest expense, net


(63
)


(72
)


(129
)


(138
)Gain on early extinguishment of debt






6







6Depreciation and amortization


(64
)


(62
)


(122
)


(124
)Income from operations before income taxes and equity in
    earnings (losses) of investment in Orbitz Worldwide


32



49



26



40     (a)
    
    Corporate and unallocated includes corporate general and
    administrative costs not allocated to the segments, such as
    central finance, treasury, legal and human resources and other
    costs that are managed at the corporate level, including
    company-wide equity compensation plans and the impact of foreign
    exchange derivative contracts.    June 30,


December 31,(in $ millions)

2010


2009GDS


3,122



3,007GTA


1,009



1,089Total segment assets


4,131



4,096Reconciling items: corporate and unallocated


208



250Total


4,339



4,346    14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements   20




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended June 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














339



346



(87
)


598Costs and expensesCost of revenue














125



172







297Selling, general and administrative


2







5



38



180



(87
)


138Restructuring charges














3



1







4Depreciation and amortization














47



17







64Total costs and expenses


2







5



213



370



(87
)


503Operating (loss) income


(2
)






(5
)


126



(24
)






95Interest expense, net










(62
)


(1
)










(63
)Equity in earnings of subsidiaries


24



49



116











(189
)


Income (loss) from operations before income taxes and equity
    in earnings of investment in Orbitz Worldwide


22



49



49



125



(24
)


(189
)


32Provision for income taxes






(1
)






(9
)


(5
)






(15
)Equity in earnings of investment in Orbitz Worldwide






5



















5Net income (loss)


22



53



49



116



(29
)


(189
)


22Less: Net income attributable to non-controlling interest in
    subsidiaries


























Net income (loss) attributable to the Company


22



53



49



116



(29
)


(189
)


22  21




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Six Months Ended June 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














647



674



(142
)


1,179Costs and expensesCost of revenue














281



327







608Selling, general and administrative


2







8



71



350



(142
)


289Restructuring charges














4



1







5Depreciation and amortization














88



34







122Total costs and expenses, net


2







8



444



712



(142
)


1,024Operating (loss) income


(2
)






(8
)


203



(38
)






155Interest expense, net










(125
)


(4
)










(129
)Equity in earnings of subsidiaries


3



54



187











(244
)


Income (loss) from operations before income taxes and equity
    in earnings of investment in Orbitz Worldwide


1



54



54



199



(38
)


(244
)


26Provision for income taxes






(1
)






(12
)


(14
)






(27
)Equity in earnings of investment in Orbitz Worldwide






2



















2Net income (loss)


1



55



54



187



(52
)


(244
)


1Less: Net income attributable to non-controlling interest in
    subsidiaries


























Net income (loss) attributable to the Company


1



55



54



187



(52
)


(244
)


1  22




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended June 30, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














336



334



(78
)


592Costs and expensesCost of revenue














207



79







286Selling, general and administrative


(12
)






3



47



167



(78
)


127Restructuring charges














5



2







7Depreciation and amortization














44



18







62Other income














(5
)










(5
)Total costs and expenses


(12
)






3



298



266



(78
)


477Operating income (loss)


12







(3
)


38



68







115Interest expense, net










(70
)


(2
)










(72
)Gain on early extinguishment of debt










6















6Equity in earnings (losses) of subsidiaries


27



(31
)


36











(32
)


Income (loss) from operations before income taxes and equity
    in earnings of investment in Orbitz Worldwide


39



(31
)


(31
)


36



68



(32
)


49(Provision) benefit for income taxes






(1
)






1



(14
)






(14
)Equity in earnings of investment in Orbitz Worldwide






5



















5Net income (loss)


39



(27
)


(31
)


37



54



(32
)


40Less: Net income attributable to non-controlling interest in
    subsidiaries














(1
)










(1
)Net income (loss) attributable to the Company


39



(27
)


(31
)


36



54



(32
)


39  23




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Six Months Ended June 30, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














660



591



(106
)


1,145Costs and expensesCost of revenue














301



263







564Selling, general and administrative


(12
)






3



99



293



(106
)


277Restructuring charges














10



3







13Depreciation and amortization














89



35







124Other income














(5
)










(5
)Total costs and expenses


(12
)






3



494



594



(106
)


973Operating income (loss)


12







(3
)


166



(3
)






172Interest expense, net










(133
)


(5
)










(138
)Gain on early extinguishment of debt










6















6Equity in (losses) earnings of subsidiaries


(144
)


30



160











(46
)


(Loss) income from operations before income taxes and equity
    in losses of investment in Orbitz Worldwide


(132
)


30



30



161



(3
)


(46
)


40(Provision) benefit for income taxes






(1
)






1



(14
)






(14
)Equity in losses of investment in Orbitz Worldwide






(156
)


















(156
)Net (loss) income


(132
)


(127
)


30



162



(17
)


(46
)


(130
)Less: Net income attributable to non-controlling interest in
    subsidiaries














(2
)










(2
)Net (loss) income attributable to the Company


(132
)


(127
)


30



160



(17
)


(46
)


(132
)  24




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED BALANCE SHEETS
    As of June 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents










1



10



156







167Accounts receivable, net














65



335







400Deferred income taxes














16



6







22Other current assets










2



43



106







151Total current assets










3



134



603







740Investment in subsidiary/intercompany


(680
)


(1,357
)


2,294











(257
)


Property and equipment, net














431



117







548Goodwill














985



266







1,251Trademarks and tradenames














313



91







404Other intangible assets, net














661



415







1,076Investment in Orbitz Worldwide






116



















116Other non-current assets


4







22



70



108







204Total assets


(676
)


(1,241
)


2,319



2,594



1,600



(257
)


4,339Liabilities and equityCurrent liabilities:Accounts payable














27



150







177Accrued expenses and other current liabilities






53



180



58



658







949Current portion of long-term debt










12



6











18Total current liabilities






53



192



91



808







1,144Long-term debt










3,460



39











3,499Deferred income taxes














34



76







110Other non-current liabilities










24



136



87







247Total liabilities






53



3,676



300



971







5,000Total shareholders equity/intercompany


(676
)


(1,294
)


(1,357
)


2,294



614



(257
)


(676
)Equity attributable to non-controlling interest in subsidiaries


















15







15Total equity


(676
)


(1,294
)


(1,357
)


2,294



629



(257
)


(661
)Total liabilities and equity


(676
)


(1,241
)


2,319



2,594



1,600



(257
)


4,339  25




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED BALANCE SHEETS
    As of December 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents














38



179







217Accounts receivable, net














77



269







346Deferred income taxes














16



6







22Other current assets


1







2



45



108







156Total current assets


1







2



176



562







741Investment in subsidiary/intercompany


(608
)


(1,408
)


2,250











(234
)


Property and equipment, net














324



128







452Goodwill














985



300







1,285Trademarks and tradenames














313



106







419Other intangible assets, net














701



482







1,183Investment in Orbitz Worldwide






60



















60Other non-current assets


4







45



71



86







206Total assets


(603
)


(1,348
)


2,297



2,570



1,664



(234
)


4,346Liabilities and equityCurrent liabilities:Accounts payable














27



112







139Accrued expenses and other current liabilities


4



35



78



77



571







765Current portion of long-term debt










12



11











23Total current liabilities


4



35



90



115



683







927Long-term debt










3,601



39











3,640Deferred income taxes














33



110







143Other non-current liabilities










14



133



81







228Total liabilities


4



35



3,705



320



874







4,938Total shareholders equity/intercompany


(607
)


(1,383
)


(1,408
)


2,250



775



(234
)


(607
)Equity attributable to non-controlling interest in subsidiaries


















15







15Total equity


(607
)


(1,383
)


(1,408
)


2,250



790



(234
)


(592
)Total liabilities and equity


(603
)


(1,348
)


2,297



2,570



1,664



(234
)


4,346  26




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet income (loss)


1



55



54



187



(52
)


(244
)


1Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities:Depreciation and amortization














88



34







122Provision for bad debts


















2







2Equity-based compensation














3











3Amortization of debt finance costs










8















8Gain on interest rate derivative instruments










1















1Gain on foreign exchange derivative instruments










2















2Equity in losses of investment in Orbitz Worldwide






(2
)


















(2
)FASA liability














(9
)










(9
)Deferred income tax














2



(4
)






(2
)Equity in earnings of subsidiaries


(3
)


(54
)


(187
)










244



Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable














12



(93
)






(81
)Other current assets














2



(6
)






(4
)Accounts payable, accrued expenses and other current liabilities






19



(7
)


(3
)


168







177Other














(11
)


(3
)






(14
)Net cash (used in) provided by operating activities


(2
)


18



(129
)


271



46







204Investing activitiesProperty and equipment additions














(133
)


(3
)






(136
)Investment in Orbitz Worldwide






(50
)


















(50
)Businesses acquired














(11
)


(5
)






(16
)Intercompany funding


7



32



166



(154
)


(51
)






Loan to parent


(5
)






















(5
)Other














5











5Net cash provided by (used in) investing activities


2



(18
)


166



(293
)


(59
)






(202
)Financing activitiesPrincipal repayments










(106
)


(6
)










(112
)Proceeds from new borrowings










100















100Payments on settlement of derivative contracts










(30
)














(30
)Net cash used in financing activities










(36
)


(6
)










(42
)Effect of changes in exchange rates on cash and cash equivalents


















(10
)






(10
)Net increase (decrease) in cash and cash equivalents










1



(28
)


(23
)






(50
)Cash and cash equivalents at beginning of period














38



179







217Cash and cash equivalents at end of period










1



10



156







167  27




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet (loss) income


(132
)


(127
)


30



162



(17
)


(46
)


(130
)Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Depreciation and amortization














89



35







124Gain on sale of assets














(5
)










(5
)Provision for bad debts


















10







10Equity-based compensation














3











3Gain on early extinguishment of debt










(6
)














(6
)Amortization of debt finance costs










8















8Gain on interest rate derivative instruments










(3
)














(3
)Gain on foreign exchange derivative instruments


(12
)






(4
)














(16
)Equity in losses of investment in Orbitz Worldwide






156



















156FASA liability














(17
)










(17
)Deferred income tax














2



(7
)






(5
)Equity in losses (earnings) of subsidiaries


144



(30
)


(160
)










46



Changes in assets and liabilities, net of effects from
    acquisitions and disposals:Accounts receivable














(8
)


(25
)






(33
)Other current assets














6



(2
)






4Accounts payable, accrued expenses and other current liabilities






1



(5
)


31



27







54Other










1



(2
)


(9
)






(10
)Net cash (used in) provided by operating activities










(139
)


261



12







134Investing activitiesProperty and equipment additions














(18
)


(1
)






(19
)Proceeds from asset sales














5











5Businesses acquired














1



(2
)






(1
)Net intercompany funding


118







270



(386
)


(2
)






Net cash provided by (used in) investing activities


118







270



(398
)


(5
)






(15
)Financing activitiesPrincipal repayments










(272
)


(5
)










(277
)Proceeds from new borrowings










144















144Net share settlement for equity-based compensation














(7
)










(7
)Debt finance costs










(3
)














(3
)Distribution to a parent


(42
)






















(42
)Net cash used in financing activities


(42
)






(131
)


(12
)










(185
)Effect of changes in exchange rates on cash and cash equivalents


















4







4Net increase (decrease) in cash and cash equivalents


76











(149
)


11







(62
)Cash and cash equivalents at beginning of period


94











189



62







345Cash and cash equivalents at end of period


170











40



73







283   28




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    our consolidated condensed financial statements and accompanying
    notes thereto included elsewhere in this Quarterly Report on
    Form 10-Q.
    This discussion contains forward-looking statements and involves
    numerous risks and uncertainties. Actual results may differ
    materially from those contained in any forward-looking
    statements. See Forward-Looking Statements beginning
    on page 2 of this
    Form 10-Q.
    Unless otherwise noted, all amounts are in $ millions.
  Segments
    
    The Global Distribution System (GDS) businessconsists of Travelport GDSs, which provide aggregation,
    search and transaction processing services to travel suppliers
    and travel agencies, allowing travel agencies to search,
    compare, process and book itinerary and pricing options across
    multiple travel suppliers. Our GDS business operates three
    systems, Galileo, Apollo and Worldspan, providing travel
    agencies with booking technology and access to supplier
    inventory that we aggregate from airlines, hotels, car rental
    companies, rail networks, cruise and tour operators, and
    destination service providers. Within our GDS business, our
    Airline IT Solutions business provides hosting solutions and a
    number of IT services to airlines to enable them to focus on
    their core business competencies and reduce costs.
    The GTA businessreceives access to accommodation,
    ground travel, sightseeing and other destination services from
    travel suppliers at negotiated rates and then distributes this
    inventory through multiple channels to other travel wholesalers,
    tour operators and travel agencies, as well as directly to
    consumers via its affiliate channels.  Factors
    Affecting Results of Operations
  Macroeconomic and Travel Industry Conditions:
  Impact of Delta and Northwest Merger:
  Seasonality:
  Foreign Exchange Movements:
 29




---



##### Table of Contents



Restructuring:
  Results
    of Operations
     30




---



##### Table of Contents



Three
    Months Ended June 30, 2010 compared to Three Months Ended
    June 30, 2009
  Reconciling ItemsCorporate andUnallocatedGDS Segment


GTA Segment


Expenses


ConsolidatedThree Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,(in $ millions)

2010


2009


2010


2009


2010


2009


2010


2009Net revenue


520



515



78



77











598



592Costs and expensesCost of revenue


285



272



12



14











297



286Selling, general and administrative


75



76



42



41



21



10



138



127Restructuring charges






2



1



1



3



4



4



7Depreciation and amortization


53



46



10



14



1



2



64



62Other income






(2
)














(3
)






(5
)Total costs and expenses


413



394



65



70



25



13



503



477Operating income (loss)


107



121



13



7



(25
)


(13
)


95



115Depreciation and amortization


53



46



10



14Segment EBITDA


160



167



23



21Interest expense, net


























(63
)


(72
)Gain on early extinguishment of debt






























6Income from operations before income taxes and equity in
    earnings of investment in Orbitz Worldwide


























32



49Provision for income taxes


























(15
)


(14
)Equity in earnings of investment in Orbitz Worldwide


























5



5Net income


























22



40   Consolidated
    Results
        Three MonthsEndedJune 30,(in $millions)

2010


2009Corporate administrative expenses


11



16Transaction and integration costs


4



2Equity-based compensation


3



3Monitoring fees






2Loss (gain) on foreign currency derivatives and other


3



(13
)21



10    31




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##### Table of Contents



Restructuring
    Charges
    Depreciation
    and Amortization
    Other
    Income
    Interest
    Expense, Net
    Equity in
    Earnings of Investment in Orbitz Worldwide
    Provision
    for Income Taxes
      Three MonthsEndedJune 30,(in $millions)

2010


2009Provision at US Federal statutory rate of 35%


(11
)


(17
)Taxes on non-US operations at alternative rates


5



5Liability for uncertain tax positions


(4
)


(1
)Valuation allowance released


3



3Non-deductible costs and expenses


(6
)


(4
)Other


(2
)


Provision for income taxes


(15
)


(14
)  32




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##### Table of Contents



GDS
    Segment
  Net
    Revenue
    Three MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$


%Transaction processing revenue


470



459



11



2Airline IT Solutions revenue


50



56



(6
)


(11
)GDS revenue


520



515



5



1     Three MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$


%Americas


189



190



(1
)


(1
)Europe


131



130



1



1MEA


72



73



(1
)


(1
)APAC


78



66



12



18Transaction processing revenue


470



459



11



2       Cost of
    Revenue
    Three MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$


%Commissions


222



201



21



10Telecommunication and technology costs


63



71



(8
)


(11
)GDS cost of revenue


285



272



13



5    33




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##### Table of Contents



Selling,
    General and Administrative Expenses (SG&A)
    GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
    Selling,
    General and Administrative Expenses (SG&A)
    Six
    Months Ended June 30, 2010 compared to Six Months Ended
    June 30, 2009
  Reconciling ItemsCorporate andUnallocatedGDS Segment


GTA Segment


Expenses


ConsolidatedSix Months


Six Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,(in $ millions)

2010


2009


2010


2009


2010


2009


2010


2009Net revenue


1,056



1,026



123



119











1,179



1,145Costs and expensesCost of revenue


588



542



20



22











608



564Selling, general and administrative


157



163



81



84



51



30



289



277Restructuring charges






4



1



3



4



6



5



13Depreciation and amortization


100



91



20



29



2



4



122



124Other income






(2
)














(3
)






(5
)Total costs and expenses


845



798



122



138



57



37



1,024



973Operating income (loss)


211



228



1



(19
)


(57
)


(37
)


155



172Depreciation and amortization


100



91



20



29Segment EBITDA


311



319



21



10Interest expense, net


























(129
)


(138
)Gain on early extinguishment of debt






























6Income from operations before income taxes and equity in
    earnings (losses) of investment in Orbitz Worldwide


























26



40Provision for income taxes


























(27
)


(14
)Equity in earnings (losses) of investment in Orbitz Worldwide


























2



(156
)Net income (loss)


























1



(130
)  34




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##### Table of Contents



Consolidated
    Results
        Six MonthsEndedJune 30,(in $ millions)

2010


2009Corporate administrative expenses


22



31Transaction and integration costs


22



5Equity-based compensation


3



3Monitoring fees






4Loss (gain) on foreign currency derivatives and other


4



(13
)51



30     Restructuring
    Charges
    Depreciation
    and Amortization
    Other
    Income
    Interest
    Expense, Net
   35




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##### Table of Contents



Equity in
    Earnings (Losses) of Investment in Orbitz Worldwide
    Provision
    for Income Taxes
      Six MonthsEndedJune 30,(in $ millions)

2010


2009Tax provision at US Federal statutory rate of 35%


(9
)


(14
)Taxes on non-US operations at alternative rates


(8
)


(7
)Liability for uncertain tax positions


(4
)


(3
)Valuation allowance released


3



16Non-deductible costs and expenses


(6
)


(4
)Other


(3
)


(2
)Provision for income taxes


(27
)


(14
)   GDS
    Segment
  Net
    Revenue
    Six MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$


%Transaction processing revenue


955



914



41



4Airline IT Solutions revenue


101



112



(11
)


(10
)GDS revenue


1,056



1,026



30



3     Six MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$


%Americas


380



372



8



2Europe


279



272



7



3MEA


141



141







APAC


155



129



26



20Transaction processing revenue


955



914



41



4  36




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##### Table of Contents



Cost of
    Revenue
    Six MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$


%Commissions


450



396



54



14Telecommunication and technology costs


138



146



(8
)


(5
)GDS cost of revenue


588



542



46



8     Selling,
    General and Administrative Expenses (SG&A)
    GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
   37




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##### Table of Contents



Selling,
    General and Administrative Expenses (SG&A)
    Liquidity
    and Capital Resources
        Cash
    Flows
    Six MonthsEndedJune 30,


Change(in $ millions)

2010


2009


$Cash provided by (used in):Operating activities


204



134



70Investing activities


(202
)


(15
)


(187
)Financing activities


(42
)


(185
)


143Effects of exchange rate changes


(10
)


4



(14
)Net decrease in cash and cash equivalents


(50
)


(62
)


12    38




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##### Table of Contents



Operating Activities.
  Investing Activities.
  Financing Activities.
  Debt
    and Financing Arrangements
               39




---



##### Table of Contents



Foreign
    Currency and Interest Rate Risk
          Contractual
    Obligations
   40




---



##### Table of Contents



(in $ millions)Twelve Month Period Ending June 30,2011


632012


552013


372014


292015


18Thereafter


202   Form 10-K Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K Form 10-K
  Item 4.
    Controls
    and Procedures  (a)
    Disclosure Controls and Procedures. The Company
    maintains disclosure controls and procedures designed to provide
    reasonable assurance that information required to be disclosed
    in reports filed under the Securities Exchange Act of 1934 (the
    Act) is recorded, processed, summarized and reported
    within the specified time periods and accumulated and
    communicated to management, including its Chief Executive
    Officer and Chief Financial Officer, as appropriate, to allow
    timely decisions regarding required disclosure.  Rules 13a-15(e) 15d-15(e)
  (b)
    Changes in Internal Control Over Financial
    Reporting. There have been no changes in our internal
    control over financial reporting (as such term is defined in
    rules 13a-15(f)
    and
    15d-15(f)
    under the Exchange Act) during the fiscal quarter to which this
    report relates that have materially affected, or are reasonably
    likely to materially affect, our internal control over financial
    reporting. 41




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##### Table of Contents



PART IIOTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.  Form 10-K Form 10-K
  Item 1A.
    Risk
    Factors.  Form 10-K Form 10-K Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Removed
    and Reserved.  Item 5.
    Other
    Information.    Item 6.
    Exhibits.   42




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##### Table of Contents



SIGNATURES    TRAVELPORT LIMITEDDate: August 5, 2010

By:

/s/  Philip
    EmeryPhilip
    EmeryExecutive Vice President and Chief Financial OfficerDate: August 5, 2010

By:

/s/  Simon
    GraySimon
    Gray Senior Vice President and Chief Accounting Officer  43




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.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 and By-laws 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).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.  44