##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    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(State or other jurisdiction of
    incorporation or organization)

98-0505100(I.R.S. Employer
    Identification Number)   405
    Lexington Avenue
    New York, NY 10174 (Address
    of principal executive offices, including zip code)(212) 915-9150
 
  N/A
      o x
  Regulation S-T o o
  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 Months Ended March 31, 2010 and 2009
    (unaudited)

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

4Consolidated Condensed Statements of Cash Flows
    for the Three Months Ended March 31, 2010 and 2009
    (unaudited)

5Consolidated Condensed Statement of Changes in
    Total Equity for the Three Months Ended March 31, 2010
    (unaudited)

6Notes to Consolidated Condensed Financial
    Statements (unaudited)

7Item 2.

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

26Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

34Item 4.

Controls and Procedures

35PART II

Other Information

36Item 1.

Legal Proceedings

36Item 1A.

Risk Factors

36Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

36Item 3.

Defaults upon Senior Securities

36Item 4.

Removed and Reserved

36Item 5.

Other Information

36Item 6.

Exhibits

36Signatures

37EX-10.1EX-10.2EX-10.3EX-31.1EX-31.2EX-32   1




---



##### 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;
    our ability to achieve expected cost savings from our efforts to
    improve operational efficiency;
    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;
    our ability to develop and deliver products and services that
    are valuable to travel agencies and travel suppliers;
    the impact on supplier capacity and inventory resulting from
    consolidation of the airline industry;
    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;
    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




---



##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2010


2009Net revenue


581



553Costs and expensesCost of revenue


311



278Selling, general and administrative


151



150Restructuring charges


1



6Depreciation and amortization


58



62Total costs and expenses


521



496Operating income


60



57Interest expense, net


(66
)


(66
)Loss from operations before income taxes and equity in losses
    of investment in Orbitz Worldwide


(6
)


(9
)Provision for income taxes


(12
)


Equity in losses of investment in Orbitz Worldwide


(3
)


(161
)Net loss


(21
)


(170
)Less: Net income attributable to non-controlling interest in
    subsidiaries






(1
)Net loss attributable to the Company


(21
)


(171
)    3




---



##### Table of Contents



TRAVELPORT
    LIMITEDCONSOLIDATED CONDENSED BALANCE SHEETS
    (unaudited)
  March 31,


December 31,(in $ millions)

2010


2009AssetsCurrent assets:Cash and cash equivalents


107



217Accounts receivable (net of allowances for doubtful accounts of
    $43 and $59)


407



346Deferred income taxes


22



22Other current assets


143



156Total current assets


679



741Property and equipment, net


552



452Goodwill


1,272



1,285Trademarks and tradenames


413



419Other intangible assets, net


1,134



1,183Investment in Orbitz Worldwide


111



60Non-current deferred income tax


2



2Other non-current assets


205



204Total assets


4,368



4,346Liabilities and equityCurrent liabilities:Accounts payable


138



139Accrued expenses and other current liabilities


814



765Current portion of long-term debt


21



23Total current liabilities


973



927Long-term debt


3,682



3,640Deferred income taxes


129



143Other non-current liabilities


226



228Total liabilities


5,010



4,938Commitments and contingencies (note 11)Shareholders equity:Common shares $1.00 par value; 12,000 shares
    authorized; 12,000 shares issued and outstanding






Additional paid in capital


1,006



1,006Accumulated deficit


(1,664
)


(1,643
)Accumulated other comprehensive income


1



30Total shareholders equity


(657
)


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


15



15Total equity


(642
)


(592
)Total liabilities and equity


4,368



4,346    4




---



##### Table of Contents



TRAVELPORT
    LIMITEDCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
    (unaudited)
  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2010


2009Operating activitiesNet loss


(21
)


(170
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


58



62Provision for bad debts






5Amortization of debt finance costs


4



4Loss (gain) on interest rate derivative instruments


2



(5
)Loss (gain) on foreign exchange derivative instruments


1



(3
)Equity in losses of investment in Orbitz Worldwide


3



161FASA liability


(5
)


(8
)Deferred income taxes


(2
)


(2
)Changes in assets and liabilities, net of effects from
    acquisitions and disposalsAccounts receivable


(72
)


(21
)Other current assets


1



6Accounts payable, accrued expenses and other current liabilities


4



(32
)Other






(6
)Net cash used in operating activities


(27
)


(9
)Investing activitiesProperty and equipment additions


(114
)


(11
)Business acquired


(5
)


Investment in Orbitz Worldwide


(50
)


Other


5



Net cash used in investing activities


(164
)


(11
)Financing activitiesPrincipal repayments


(8
)


(5
)Proceeds from new borrowings


100



Payments on settlement of derivative contracts


(7
)


Net share settlement for equity-based compensation






(7
)Distribution to a parent company






(42
)Net cash provided by (used in) financing activities


85



(54
)Effect of changes in exchange rates on cash and cash equivalents


(4
)


(3
)Net decrease in cash and cash equivalents


(110
)


(77
)Cash and cash equivalents at beginning of period


217



345Cash and cash equivalents at end of period


107



268Supplementary disclosuresInterest payments


90



90Income tax payments, net


12



13    5




---



##### 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
)Comprehensive (loss) incomeNet loss










(21
)










(21
)Currency translation adjustment, net of tax of $0














(25
)






(25
)Unrealized loss on cash flow hedges, net of tax of $0














(8
)






(8
)Unrealized gain on equity investment and other, net of tax of $0














4







4Total comprehensive loss






















(50
)Balance as of March 31, 2010






1,006



(1,664
)


1



15



(642
)    6




---



##### 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
    Accounting
    and Reporting for Decreases in Ownership of a
    Subsidiary
   7




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   2.
    Recently
    Issued Accounting Pronouncements (Continued)  Amendment
    to Revenue Recognition involving Multiple Deliverable
    Arrangements
    Amendment
    to Software Revenue Recognition
    3.
    Other
    Current Assets    March 31,


December 31,(in $ millions)

2010


2009Upfront inducement payments and supplier deposits


72



70Sales and use tax receivables


43



48Prepaid expenses


22



20Deferred costs






10Other


6



8143



156    8




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  4.
    Property
    and Equipment, Net    As of


As ofMarch 31, 2010


December 31, 2009Accumulated








Accumulated(in $ millions)

Cost


depreciation


Net


Cost


depreciation


NetLand


4







4



4







4Capitalized software


569



(202
)


367



455



(182
)


273Furniture, fixtures and equipment


238



(133
)


105



230



(129
)


101Building and leasehold improvements


47



(20
)


27



48



(20
)


28Construction in progress


49







49



46







46907



(355
)


552



783



(331
)


452       5.
    Intangible
    Assets    January 1,





Foreign


March 31,(in $ millions)

2010


Additions


Exchange


2010Non-Amortizable
    Assets:GoodwillGDS


979











979GTA


306



5



(18
)


2931,285



5



(18
)


1,272Trademarks and tradenames


419







(6
)


413Amortizable Intangible AssetsCustomer relationships


1,564







(26
)


1,538Vendor relationships and other


51







(2
)


491,615







(28
)


1,587Accumulated amortization


(432
)


(30
)


9



(453
)Other intangible assets, net


1,183



(30
)


(19
)


1,134        9




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   5.
    Intangible
    Assets (Continued)    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2010


2009Customer relationships


29



33Vendor relationships and other


1



1Total*


30



34    *
    
    Included as a component of depreciation and amortization on the
    consolidated condensed statements of operations.      6.
    Orbitz
    Worldwide     10




---



##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2010


2009Statement of OperationsNet revenue


187



188Operating expenses


179



179Impairment of assets


2



332Operating income (loss)


6



(323
)Interest expense, net


(11
)


(15
)Loss before income taxes


(5
)


(338
)Income tax benefit






2Net loss


(5
)


(336
)          11




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  7.
    Long-Term
    Debt    March 31,


December 31,(in $ millions)

Maturity

2010


2009Senior Secured Credit FacilityTerm loan facilityDollar denominated

August 2013


1,844



1,846Euro denominated

August 2013


473



501Senior notesDollar denominated floating rate notes

September 2014


143



143Euro denominated floating rate notes

September 2014


219



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


189



201Revolver borrowings

August 2012


100



Capital leases and other




45



50Total debt




3,703



3,663Less: current portion




21



23Long-term debt




3,682



3,640           8.
    Financial
    Instruments   12




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   8.
    Financial
    Instruments (Continued)    Interest
    Rate Risk
    Foreign
    Currency Risk
      Fair
    Value Disclosures for Derivative Instruments
   13




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   8.
    Financial
    Instruments (Continued)        Asset

LiabilityFair Value Asset



Fair Value Asset(Liability)



(Liability)Balance Sheet

March 31,

December 31,

Balance Sheet

March 31,

December 31,(in $ millions)

Location

2010

2009

Location

2010

2009Derivatives designated as hedging instrumentsInterest rate swaps

Other non-current assets

(2)

(5)

Accrued expenses and other current liabilities

(9)

(8)Other non-current liabilities

(3)

(3)Foreign exchange impact of cross currency swaps

Other non-current assets

11

23

Other non-current liabilities



Foreign exchange forward contracts







Accrued expenses and other current liabilities

(7)

(4)Total

9

18

Total

(19)

(15)Derivatives not designated as hedging instrumentsInterest rate swaps







Accrued expenses and other current liabilities

(26)

(25)Other non-current liabilities

(12)

(10)Foreign exchange forward contracts

Other current assets



1

Accrued expenses and other current liabilities

(43)

(6)

1



(81)

(41)Total fair value of derivative assets (liabilities)



9

19



(100)

(56)    14




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   8.
    Financial
    Instruments (Continued)    Amount of Gain (Loss)




Amount of Gain (Loss)Recognized in Other




RecordedComprehensive Income (Loss)




into Income (Loss)Three Months Ended




Three Months EndedMarch 31,


Location of Gain (Loss)

March 31,(in $ millions)

2010


2009


Recorded into Income

2010


2009Derivatives designated as hedging instrumentsInterest rate swaps


(2
)


(1
)

Interest expense, net


(2
)


(6
)Foreign exchange impact of cross currency swaps


(11
)


(49
)

Selling, general and administrative


(11
)


(49
)Foreign exchange forward contracts


(8
)





Selling, general and administrative






Derivatives not designated as hedging instrumentsInterest rate swaps









Interest expense, net


(10
)


(1
)Foreign exchange forward contracts









Selling, general and administrative


(47
)


(6
)(70
)


(62
)       Fair
    Value Disclosures for All Financial Instruments
      March 31, 2010


December 31, 2009Carrying





Carrying(in $ millions)

Amount


Fair Value


Amount


Fair ValueAsset/(liability)Investment in Orbitz Worldwide


111



347



60



292Derivative assets (see above)


9



9



19



19Derivative liabilities (see above)


(100
)


(100
)


(56
)


(56
)Total debt


(3,703
)


(3,690
)


(3,663
)


(3,526
)  15




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   8.
    Financial
    Instruments (Continued)    9.
    Equity-Based
    Compensation  Form 10-K Form 10-K
      Restricted Equity UnitsClass A-2WeightedNumber


Averageof Shares


Grant Date(in millions)


Fair ValueBalance, January 1, 2010


90.0


$
2.32Granted at fair market value


8.4


$
1.13Balance, March 31, 2010


98.4


$
2.22    16




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  10.
    Comprehensive
    Income (Loss)    Three MonthsEndedMarch 31,(in $ millions)

2010


2009Net loss


(21
)


(170
)Other comprehensive income (loss)Currency translation adjustment, net of tax of $0


(25
)


(66
)Unrealized (loss) gain on cash flow hedges, net of tax of $0


(8
)


7Unrecognized actuarial gain on defined benefit plans, net of tax
    of $0






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


4



1Comprehensive loss


(50
)


(225
)    11.
    Commitments
    and Contingencies  Purchase
    Commitments
    Company
    Litigation
  and/or
    Standard
    Guarantees/Indemnifications
   17




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   11.
    Commitments
    and Contingencies (Continued)    12.
    Segment
    Information          18




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   12.
    Segment
    Information (Continued)  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2010


2009GDSNet revenue


536



511Segment EBITDA


151



152GTANet revenue


45



42Segment EBITDA


(2
)


(11
)Combined TotalsNet revenue


581



553Segment EBITDA


149



141Reconciling items:Corporate and
    unallocated(a)


(31
)


(22
)Interest expense, net


(66
)


(66
)Depreciation and amortization


(58
)


(62
)Loss from operations before income taxes and equity in losses
    of investment in Orbitz Worldwide


(6
)


(9
)     (a)
    
    Corporate and unallocated includes corporate general and
    administrative costs not allocated to the segments, such as
    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.    March 31,


December 31,(in $ millions)

2010


2009GDS


3,138



3,007GTA


1,017



1,089Total segment assets


4,155



4,096Reconciling items: corporate and unallocated


213



250Total


4,368



4,346   13.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements   19




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














308



328



(55
)


581Cost and expensesCost of revenue














156



155







311Selling, general and administrative










3



33



170



(55
)


151Restructuring charges














1











1Depreciation and amortization














41



17







58Total costs and expenses, net










3



231



342



(55
)


521Operating (loss) income










(3
)


77



(14
)






60Interest expense, net










(63
)


(3
)










(66
)Equity in (losses) earnings of subsidiaries


(21
)


5



71











(55
)


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


(21
)


5



5



74



(14
)


(55
)


(6
)Provision for income taxes














(3
)


(9
)






(12
)Equity in losses of investment in Orbitz Worldwide






(3
)


















(3
)Net (loss) income


(21
)


2



5



71



(23
)


(55
)


(21
)Less: Net income attributable to non-controlling interest in
    subsidiaries


























Net (loss) income attributable to the Company


(21
)


2



5



71



(23
)


(55
)


(21
)  20




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














322



257



(26
)


553Cost and expensesCost of revenue














94



184







278Selling, general and administrative














50



126



(26
)


150Restructuring charges














5



1







6Depreciation and amortization














45



17







62Total costs and expenses














194



328



(26
)


496Operating income (loss)














128



(71
)






57Interest expense, net










(63
)


(3
)










(66
)Equity in (losses) earnings of subsidiaries


(171
)


59



122











(10
)


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


(171
)


59



59



125



(71
)


(10
)


(9
)(Provision) benefit for income taxes














(2
)


2







Equity in losses of investment in Orbitz Worldwide






(161
)


















(161
)Net (loss) income


(171
)


(102
)


59



123



(69
)


(10
)


(170
)Less: Net income attributable to non-controlling interest in
    subsidiaries














(1
)










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


(171
)


(102
)


59



122



(69
)


(10
)


(171
)  21




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED BALANCE SHEETS
    As of March 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents










2



15



90







107Accounts receivable, net














87



320







407Deferred income taxes














16



6







22Other current assets














40



103







143Total current assets










2



158



519







679Investment in subsidiary/intercompany


(661
)


(1,403
)


2,328











(264
)


Property and equipment, net














432



120







552Goodwill














985



287







1,272Trademarks and tradenames














313



100







413Other intangible assets, net














681



453







1,134Investment in Orbitz Worldwide






111



















111Non-current deferred income taxes


















2







2Other non-current assets


4







33



71



97







205Total assets


(657
)


(1,292
)


2,363



2,640



1,578



(264
)


4,368Liabilities and equityCurrent liabilities:Accounts payable














40



98







138Accrued expenses and other current liabilities






45



93



67



609







814Current portion of long-term debt










12



9











21Total current liabilities






45



105



116



707







973Long-term debt










3,646



36











3,682Deferred income taxes














33



96







129Other non-current liabilities










15



127



84







226Total liabilities






45



3,766



312



887







5,010Total shareholders equity/intercompany


(657
)


(1,337
)


(1,403
)


2,328



676



(264
)


(657
)Equity attributable to non-controlling interest in subsidiaries


















15







15Total equity


(657
)


(1,337
)


(1,403
)


2,328



691



(264
)


(642
)Total liabilities and equity


(657
)


(1,292
)


2,363



2,640



1,578



(264
)


4,368  22




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    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



















60Non-current deferred income taxes


















2







2Other non-current assets


4







45



71



84







204Total 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  23




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet (loss) income


(21
)


2



5



71



(23
)


(55
)


(21
)Adjustments to reconcile net (loss) income to net cash provided
    by (used in) operating activities:Depreciation and amortization














41



17







58Amortization of debt finance costs










4















4Loss on interest rate derivative instruments










2















2Loss on foreign exchange derivative instruments










1















1Equity in losses of investment in Orbitz Worldwide






3



















3FASA liability














(5
)










(5
)Deferred income taxes


















(2
)






(2
)Equity in losses (earnings) of subsidiaries


21



(5
)


(71
)










55



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














(10
)


(62
)






(72
)Other current assets














5



(4
)






1Accounts payable, accrued expenses and other current liabilities






10



(31
)


3



22







4Other














(6
)


6







Net cash provided by (used in) operating activities






10



(90
)


99



(46
)






(27
)Investing activitiesProperty and equipment additions














(113
)


(1
)






(114
)Business acquired


















(5
)






(5
)Investment in Orbitz Worldwide






(50
)


















(50
)Intercompany funding






40



2



(8
)


(34
)






Other














5











5Net cash (used in) provided by investing activities






(10
)


2



(116
)


(40
)






(164
)Financing activitiesPrincipal repayments










(3
)


(5
)










(8
)Proceeds from new borrowings










100















100Payments on settlement of derivative contracts










(7
)














(7
)Net cash provided by (used in) financing activities










90



(5
)










85Effect of changes in exchange rates on cash and cash equivalents














(1
)


(3
)






(4
)Net increase (decrease) in cash and cash equivalents










2



(23
)


(89
)






(110
)Cash and cash equivalents at beginning of period














38



179







217Cash and cash equivalents at end of period










2



15



90







107  24




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial Statements
    (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet (loss) income


(171
)


(102
)


59



123



(69
)


(10
)


(170
)Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Depreciation and amortization














45



17







62Provision for bad debts


















5







5Amortization of debt finance costs










4















4Gain on interest rate derivative instruments










(5
)














(5
)Gain on foreign exchange derivative instruments










(3
)














(3
)Equity in losses of investment in Orbitz Worldwide






161



















161FASA liability














(8
)










(8
)Deferred income tax














1



(3
)






(2
)Equity in losses (earnings) of subsidiaries


171



(59
)


(122
)










10



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














(8
)


(13
)






(21
)Other current assets














4



2







6Accounts payable, accrued expenses and other current liabilities










(30
)


10



(12
)






(32
)Other














(4
)


(2
)






(6
)Net cash (used in) provided by operating activities










(97
)


163



(75
)






(9
)Investing activitiesProperty and equipment additions














(9
)


(2
)






(11
)Intercompany funding


42







100



(213
)


71







Net cash provided by (used in) investing activities


42







100



(222
)


69







(11
)Financing activitiesPrincipal repayments










(3
)


(2
)










(5
)Net share settlement for equity-based compensation














(7
)










(7
)Distribution to a parent company


(42
)






















(42
)Net cash used in financing activities


(42
)






(3
)


(9
)










(54
)Effect of changes in exchange rates on cash and cash equivalents


















(3
)






(3
)Net decrease in cash and cash equivalents














(68
)


(9
)






(77
)Cash and cash equivalents at beginning of period


94











189



62







345Cash and cash equivalents at end of period


94











121



53







268  25




---



##### 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:
 26




---



##### Table of Contents



Restructuring:
  Results
    of Operations
     27




---



##### Table of Contents



Three
    Months Ended March 31, 2010 compared to Three Months Ended
    March 31, 2009
  Reconciling ItemsCorporate andUnallocatedGDS Segment


GTA Segment


Expenses


ConsolidatedThree Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


EndedMarch 31,


March 31,


March 31,


March 31,(in $ millions)

2010


2009


2010


2009


2010


2009


2010


2009Net revenue


536



511



45



42











581



553Costs and expensesCost of revenue


303



270



8



8











311



278Selling, general and administrative


82



87



39



43



30



20



151



150Restructuring charges






2







2



1



2



1



6Depreciation and amortization


47



45



10



15



1



2



58



62Total costs and expenses, net


432



404



57



68



32



24



521



496Operating income (loss)


104



107



(12
)


(26
)


(32
)


(24
)


60



57Depreciation and amortization


47



45



10



15Segment EBITDA


151



152



(2
)


(11
)Interest expense, net


























(66
)


(66
)Loss from operations before income taxes and equity in losses
    of investment in Orbitz Worldwide


























(6
)


(9
)Provision for income taxes


























(12
)


Equity in losses of investment in Orbitz Worldwide


























(3
)


(161
)Net loss


























(21
)


(170
)   Consolidated
    Results
       28




---



##### Table of Contents



Three MonthsEndedMarch 31,(in $ millions)

2010


2009Corporate administrative expenses


11



15Transaction and integration costs


18



2Monitoring fees






3Other, including loss on foreign currency derivatives


1



30



20     Restructuring
    Charges
    Depreciation
    and Amortization
    Interest
    Expense, Net
    Equity in
    Losses of Investment in Orbitz Worldwide
    Provision
    for Income Taxes
  non-US
 29




---



##### Table of Contents



Three MonthsEndedMarch 31,(in $ millions)

2010


2009Tax benefit at US Federal statutory rate of 35%


2



3Taxes on
    non-US operations
    at alternative rates


(13
)


(12
)Liability for uncertain tax positions






(2
)Valuation allowance released






13Other


(1
)


(2
)Provision for income taxes


(12
)


   GDS
    Segment
  Net
    Revenue
    Three MonthsEndedMarch 31,


Change(in $ millions)

2010


2009


$


%Transaction processing revenue


485



455



30



7Airline IT solutions revenue


51



56



(5
)


(9
)GDS revenue


536



511



25



5     Three MonthsEndedMarch 31,


Change(in $ millions)

2010


2009


$


%Americas


191



182



9



5Europe


148



142



6



4MEA


69



68



1



1APAC


77



63



14



22Transaction processing revenue


485



455



30



7      30




---



##### Table of Contents



Cost of
    Revenue
    Three MonthsEndedMarch 31,


Change(in $ millions)

2010


2009


$


%Commissions


228



195



33



17Telecommunication and technology costs


75



75







Cost of revenue


303



270



33



12     Selling,
    General and Administrative Expenses (SG&A)
    GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
    Selling,
    General and Administrative Expenses (SG&A)
    Liquidity
    and Capital Resources
     31




---



##### Table of Contents



Cash
    Flows
    Three MonthsEndedMarch 31,


Change(in $ millions)

2010


2009


$Cash provided by (used in):Operating activities


(27
)


(9
)


(18
)Investing activities


(164
)


(11
)


(153
)Financing activities


85



(54
)


139Effects of exchange rate changes


(4
)


(3
)


(1
)Net decrease in cash and cash equivalents


(110
)


(77
)


(33
)     Operating Activities.
  Investing Activities.
  Financing Activities.
 32




---



##### Table of Contents



Debt
    and Financing Arrangements
                Foreign
    Currency and Interest Rate Risk
     33




---



##### Table of Contents



Contractual
    Obligations
      (in $ millions)Twelve Month Period Ended March 31,2011


662012


612013


412014


292015


23Thereafter


220     Form 10-K Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K Form 10-K
 34




---



##### Table of Contents



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. 35




---



##### 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.   36




---



##### Table of Contents



SIGNATURES    TRAVELPORT LIMITEDDate: May 6, 2010

By:

/s/  Philip
    EmeryPhilip
    EmeryExecutive Vice President and Chief Financial OfficerDate: May 6, 2010

By:

/s/  Simon
    GraySimon
    Gray Senior Vice President and Chief Accounting Officer  37




---



##### 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).10
.1

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.)*10
.2

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.)10
.3

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.)*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.     *
    
    Portions of this document have been omitted and filed separately
    with the Securities and Exchange Commission pursuant to a
    request for confidential treatment pursuant to
    Rule 24b-2. 38