##### 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
    September 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 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer x
    Smaller
    reporting
    company o   Rule 12b-2 o x




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##### 





Table of
    Contents
   
 PagePART I

Financial Information

3Item 1.

Financial Statements (unaudited)

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

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

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

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

6Notes to the Consolidated Condensed Financial
    Statements (unaudited)

7Item 2.

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

31Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

49Item 4.

Controls and Procedures

49PART II

Other Information

50Item 1.

Legal Proceedings

50Item 1A.

Risk Factors

50Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

50Item 3.

Defaults upon Senior Securities

50Item 4.

Removed and Reserved

50Item 5.

Other Information

50Item 6.

Exhibits

50Signatures

51EX-10.1EX-10.2EX-10.3EX-10.4EX-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,
    including the direct connect efforts of American Airlines and
    our litigation with American Airlines related thereto;
    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


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,(in $ millions)

2010


2009


2010


2009Net revenue


582



570



1,761



1,715Costs and expensesCost of revenue


291



270



899



834Selling, general and administrative


121



139



410



416Restructuring charges






5



5



18Depreciation and amortization


66



63



188



187Impairment of goodwill and intangible assets






833







833Other income














(5
)Total costs and expenses


478



1,310



1,502



2,283Operating income (loss)


104



(740
)


259



(568
)Interest expense, net


(73
)


(85
)


(202
)


(223
)Gain on early extinguishment of debt






4







10Income (loss) from operations before income taxes and equity
    in earnings (losses) of investment in Orbitz Worldwide


31



(821
)


57



(781
)(Provision) benefit for income taxes


(15
)


78



(42
)


64Equity in earnings (losses) of investment in Orbitz Worldwide


8



3



10



(153
)Net income (loss)


24



(740
)


25



(870
)Net loss (income) attributable to
    non-controlling
    interest in subsidiaries


1







1



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


25



(740
)


26



(872
)    3




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##### Table of Contents



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

September 30, 2010


December 31, 2009AssetsCurrent assets:Cash and cash equivalents


269



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


449



346Deferred income taxes


22



22Other current assets


208



156Total current assets


948



741Property and equipment, net


532



452Goodwill


1,282



1,285Trademarks and tradenames


414



419Other intangible assets, net


1,079



1,183Investment in Orbitz Worldwide


123



60Other non-current assets


210



206Total assets


4,588



4,346Liabilities and equityCurrent liabilities:Accounts payable


205



139Accrued expenses and other current liabilities


885



765Current portion of long-term debt


17



23Total current liabilities


1,107



927Long-term debt


3,698



3,640Deferred income taxes


129



143Other non-current liabilities


226



228Total liabilities


5,160



4,938Commitments and contingencies (note 13)Shareholders equity:Common shares $1.00 par value; 12,000 shares
    authorized; 12,000 shares issued and outstanding






Additional paid in capital


1,008



1,006Accumulated deficit


(1,617
)


(1,643
)Accumulated other comprehensive income


26



30Total shareholders equity


(583
)


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


11



15Total equity


(572
)


(592
)Total liabilities and equity


4,588



4,346    4




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##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,(in $ millions)

2010


2009Operating activitiesNet income (loss)


25



(870
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


188



187Impairment of goodwill and intangible assets






833Gain on sale of assets






(5
)Provision for bad debts


2



14Equity-based compensation


2



6Gain on early extinguishment of debt






(10
)Amortization of debt finance costs


19



12Loss on interest rate derivative instruments


5



10Gain on foreign exchange derivative instruments


(3
)


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


(10
)


153FASA liability


(14
)


(21
)Deferred income taxes


(3
)


(103
)Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable


(108
)


(59
)Other current assets


(9
)


(5
)Accounts payable, accrued expenses and other current liabilities


167



74Other


(7
)


(11
)Net cash provided by operating activities


254



191Investing activitiesProperty and equipment additions


(159
)


(39
)Investment in Orbitz Worldwide


(50
)


Businesses acquired


(16
)


Loan to parent company


(9
)


Loan repaid by parent company


9



Proceeds from sale of assets






5Other


5



(2
)Net cash used in investing activities


(220
)


(36
)Financing activitiesPrincipal repayment


(295
)


(298
)Proceeds from new borrowings


380



144(Payments) proceeds on settlement of derivative contracts


(64
)


87Net share settlement for equity-based compensation






(7
)Debt finance costs


(5
)


(3
)Distribution to a parent company






(194
)Other


(3
)


Net cash provided by (used in) financing activities


13



(271
)Effect of changes in exchange rates on cash and cash equivalents


5



6Net increase (decrease) in cash and cash equivalents


52



(110
)Cash and cash equivalents at beginning of period


217



345Cash and cash equivalents at end of period


269



235Supplemental disclosure of cash flow informationInterest payments


200



223Income tax payments, net


24



28    5




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##### Table of Contents



TRAVELPORT
    LIMITED
  CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN
    TOTAL EQUITY
  (unaudited)
  AccumulatedAdditional





Other


Non- ControllingCommon


Paid in


Accumulated


Comprehensive


Interest in


Total(in $ millions)

Stock


Capital


Deficit


Income


Subsidiaries


EquityBalance as of January 1, 2010






1,006



(1,643
)


30



15



(592
)Equity-based compensation






2















2Dividend to non-controlling interest shareholders


















(3
)


(3
)Comprehensive income (loss)Net income (loss)










26







(1
)


25Currency translation adjustment, net of tax of $0














(16
)






(16
)Unrealized gain on cash flow hedges, net of tax of $0














5







5Unrealized gain on equity investment and other, net of tax of $0














7







7Total comprehensive income






















21Balance as of September 30, 2010






1,008



(1,617
)


26



11



(572
)    6




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  1.
    Basis of
    Presentation    Form 10-Q
    Form 10-K Form 10-K
  2.
    Recently
    Issued Accounting Pronouncements  Disclosures
    about the Credit Quality of Financing Receivables and the
    Allowance for Credit Losses
   7




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   2.
    Recently
    Issued Accounting Pronouncements (Continued)  Improving
    Disclosures about Fair Value Measurements
    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
   8




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  3.
    Restructuring
    Charges      (in $ millions)Balance as of January 1, 2010


8Restructuring charges


5Cash payments


(8
)Balance as of September 30, 2010


5           4.
    Other
    Current Assets    September 30,


December 31,(in $ millions)

2010


2009Upfront inducement payments and supplier deposits


86



70Sales and use tax receivables


47



48Derivative assets


25



1Prepaid expenses


21



20Assets held for sale


19



2Deferred costs






10Other


10



5208



156      9




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   4.
    Other
    Current Assets (Continued)    5.
    Property
    and Equipment, Net    September 30, 2010


December 31, 2009Accumulated








Accumulated(in $ millions)

Cost


depreciation


Net


Cost


depreciation


NetLand














4







4Capitalized software


605



(258
)


347



455



(182
)


273Furniture, fixtures and equipment


241



(135
)


106



230



(129
)


101Building and leasehold improvements


24



(11
)


13



48



(20
)


28Construction in progress


66







66



46







46936



(404
)


532



783



(331
)


452         6.
    Intangible
    Assets    January 1,





Foreign


September 30,(in $ millions)

2010


Additions


Exchange


2010Non-Amortizable
    Intangible Assets:GoodwillGDS


979



6



1



986GTA


306



5



(15
)


2961,285



11



(14
)


1,282Trademarks and tradenames


419







(5
)


414Amortizable Intangible Assets:Customer relationships


1,564







(21
)


1,543Vendor relationships and other


51



1



(3
)


491,615



1



(24
)


1,592Accumulated amortization


(432
)


(89
)


8



(513
)Amortizable intangible assets, net


1,183



(88
)


(16
)


1,079  10




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,(in $ millions)

2010


2009


2010


2009Customer relationships


29



36



87



101Vendor relationships and other


1



1



2



2Total*


30



37



89



103    *
    
    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
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   7.
    Orbitz
    Worldwide (Continued)    Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,(in $ millions)

2010


2009


2010


2009Net revenue


194



187



575



563Operating expenses


167



165



517



510Impairment of assets










2



332Operating income (loss)


27



22



56



(279
)Interest expense, net


(11
)


(14
)


(33
)


(43
)Gain on extinguishment of debt














2Income (loss) before income taxes


16



8



23



(320
)Income tax (provision) benefit


(1
)


(1
)


(3
)


1Net income (loss)


15



7



20



(319
)            12




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  8.
    Accrued
    Expenses and Other Current Liabilities    September 30,


December 31,(in $ millions)

2010


2009Accrued travel supplier payments, deferred revenue and customer
    advances


317



206Accrued commissions and incentives


268



197Accrued payroll and related


46



63Derivative contracts


36



43Accrued sales and use tax


68



75Accrued sponsor monitoring fees


42



49Other


108



132885



765    9.
    Long-Term
    Debt    September 30,


December 31,(in $ millions)

Maturity

2010


2009Senior Secured Credit FacilityTerm loan facilityDollar denominated

August
    2013(a)


1,695



1,846Euro denominated

August
    2013(a)


477



501Senior notesDollar denominated floating rate notes

September 2014


143



143Euro denominated floating rate notes

September 2014


221



23297/8%

    Dollar denominated notes

September 2014


443



4439% Dollar denominated notes

March 2016


250



Senior subordinated notes117/8%

    Dollar denominated notes

September 2016


247



247107/8%

    Euro denominated notes

September 2016


191



201Capital leases and other




48



50Total debt




3,715



3,663Less: current portion




17



23Long-term debt




3,698



3,640     (a)
    
    Effective October 22, 2010, the maturities on approximately
    90% of the term loans have been extended to August 2015, subject
    to certain acceleration provisions, as per an amendment to the
    Companys senior secured credit agreement. See
    Note 15  Subsequent Events for further details.     13




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   9.
    Long-Term
    Debt (Continued)          10.
    Financial
    Instruments        Interest
    Rate Risk
    Foreign
    Currency Risk
   14




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   10.
    Financial
    Instruments (Continued)      Fair
    Value Disclosures for Derivative Instruments
    and/or
   15




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   10.
    Financial
    Instruments (Continued)    Assets

LiabilitiesFair Value Asset



Fair Value Asset(Liability)



(Liability)Balance Sheet

September 30,

December 31,



September 30,

December 31,(in $ millions)

Location

2010

2009

Balance Sheet Location

2010

2009Derivatives designated as hedging instruments:Interest rate swaps

Other current assets





Accrued expenses and other current liabilities



(8)Interest rate swaps

Other non-current assets



(5)

Other non-current liabilities



(3)Foreign currency impact of cross currency swaps

Other non-current assets



23

Other non-current liabilities



Foreign currency forward contacts

Other current assets

1



Accrued expenses and other current liabilities

(1)

(4)1

18



(1)

(15)Derivatives not designated as hedging instruments:Interest rate swaps

Other current assets

(3)



Accrued expenses and other current liabilities

(32)

(25)Interest rate swaps

Other non-current assets

(2)



Other non-current liabilities

(14)

(10)Foreign currency impact of cross currency swaps

Other current assets

11



Accrued expenses and other current liabilities



Foreign currency forward contracts

Other current assets

16

1

Accrued expenses and other current liabilities

(3)

(6)Foreign currency forward contracts

Other non-current assets

10



Other non-current liabilities



32

1



(49)

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



33

19



(50)

(56)    16




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   10.
    Financial
    Instruments (Continued)    Amount of (Loss) Gain Recognized




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




Recorded into Income (Loss)Three Months


Nine Months




Three Months


Nine MonthsEnded September 30,


Ended September 30,


Location of Gain (Loss)

Ended September 30,


Ended September 30,(in $ millions)

2010


2009


2010


2009


Recorded in Income (Loss)

2010


2009


2010


2009Derivatives designated as hedging instruments:Interest rate swaps






13



(4
)


10


Interest expense, net


(3
)


5



(8
)


(10
)Foreign exchange impact of cross currency swaps






33



(15
)


36


Selling, general and
    administrative






33



(15
)


36Foreign exchange forward contracts


8







(10
)





Selling, general and
    administrative


(5
)






(11
)


Derivatives not designated as hedging instruments:Interest rate swaps

















Interest expense, net


(10
)


(17
)


(26
)


(25
)Foreign exchange impact of cross currency swaps

















Selling, general and
    administrative


19







3



Foreign exchange forward contracts

















Selling, general and 
    administrative


76







(37
)


1077



21



(94
)


11         Fair
    Value Disclosures for All Financial Instruments
   17




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   10.
    Financial
    Instruments (Continued)    September 30, 2010


December 31, 2009Carrying





Carrying(in $ millions)

Amount


Fair Value


Amount


Fair ValueAsset (liability)Investment in Orbitz Worldwide


123



308



60



292Derivative assets (see above)


33



33



19



19Derivative liabilities (see above)


(50
)


(50
)


(56
)


(56
)Total debt


(3,715
)


(3,640
)


(3,663
)


(3,526
)       11.
    Equity-Based
    Compensation  Form 10-K Form 10-K
       18




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   11.
    Equity-Based
    Compensation (Continued)    Restricted Equity UnitsClass A-2Number of


Weighted AverageShares


Grant Date(in millions)


Fair ValueBalance as of January 1, 2010


90.0


$
2.32Granted at fair market value


10.9


$
1.12Forfeited


(0.9
)

$
1.34Balance as of September 30, 2010


100.0


$
2.20     12.
    Comprehensive
    Income (Loss)    Three Months


Nine MonthsEnded September 30,


Ended September 30,(in $ million)

2010


2009


2010


2009Net income (loss)


24



(740
)


25



(870
)Other comprehensive income (loss)Currency translation adjustment, net of tax of $0


54



37



(16
)


43Unrealized gain on cash flow hedges, net of tax of $0


14



6



5



20Defined benefit plan settlement, net of tax of $0






1







4Unrecognized actuarial loss on defined benefit plans, net of tax
    of $0






(29
)






(29
)Unrealized gain on equity investment and other, net of tax of $0


1



4



7



5Comprehensive income (loss)


93



(721
)


21



(827
)    13.
    Commitments
    and Contingencies  Purchase
    Commitments
    Company
    Litigation
   19




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   13.
    Commitments
    and Contingencies (Continued)  and/or
    Standard
    Guarantees/Indemnifications
    14.
    Segment
    Information     20




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   14.
    Segment
    Information (Continued)      Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


Ended(in $ millions)

September 30, 2010


September 30, 2009


September 30, 2010


September 30, 2009GDSNet revenue


488



488



1,544



1,514Segment EBITDA


135



156



446



475GTANet revenue


94



82



217



201Segment EBITDA


40



(802
)


61



(792
)Combined TotalsNet revenue


582



570



1,761



1,715Segment EBITDA


175



(646
)


507



(317
)Reconciling items:Corporate and
    unallocated(a)


(5
)


(31
)


(60
)


(64
)Gain on early extinguishment of debt






4







10Interest expense, net


(73
)


(85
)


(202
)


(223
)Depreciation and amortization


(66
)


(63
)


(188
)


(187
)Income (loss) from operations before income taxes and equity
    in earnings (losses) of investment in Orbitz Worldwide


31



(821
)


57



(781
)     (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.    September 30,


December 31,(in $ millions)

2010


2009GDS


3,125



3,007GTA


1,189



1,089Total segment assets


4,314



4,096Reconciling items: corporate and unallocated


274



250Total


4,588



4,346   21




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  15.
    Subsequent
    Events    16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements   22




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended September 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














238



344







582Costs and expensesCost of revenue














157



134







291Selling, general and administrative


4







(2
)


(28
)


147







121Depreciation and amortization














45



21







66Total costs and expenses


4







(2
)


174



302







478Operating (loss) income


(4
)






2



64



42







104Interest expense, net










(71
)


(2
)










(73
)Equity in earnings (losses) of subsidiaries


29



(9
)


60











(80
)


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


25



(9
)


(9
)


62



42



(80
)


31Provision for income taxes






(1
)






(2
)


(12
)






(15
)Equity in earnings of investment in Orbitz Worldwide






8



















8Net income (loss)


25



(2
)


(9
)


60



30



(80
)


24Net loss attributable to non-controlling interest in subsidiaries


















1







1Net income (loss) attributable to the Company


25



(2
)


(9
)


60



31



(80
)


25  23




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Nine Months Ended September 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














743



1,018







1,761Costs and expensesCost of revenue














425



474







899Selling, general and administrative


6







6



56



342







410Restructuring charges














4



1







5Depreciation and amortization














133



55







188Total costs and expenses, net


6







6



618



872







1,502Operating (loss) income


(6
)






(6
)


125



146







259Interest expense, net










(196
)


(6
)










(202
)Equity in earnings (losses) of subsidiaries


32



(97
)


105











(40
)


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


26



(97
)


(97
)


119



146



(40
)


57Provision for income taxes






(2
)






(14
)


(26
)






(42
)Equity in earnings of investment in Orbitz Worldwide






10



















10Net income (loss)


26



(89
)


(97
)


105



120



(40
)


25Net loss attributable to non-controlling interest in subsidiaries


















1







1Net income (loss) attributable to the Company


26



(89
)


(97
)


105



121



(40
)


26  24




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended September 30, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














249



321







570Cost and expensesCost of revenue














149



121







270Selling, general and administrative


1







2



(32
)


168







139Restructuring charges














3



2







5Depreciation and amortization














44



19







63Impairment of goodwill and intangible assets


















833







833Other income


























Total costs and expenses, net


1







2



164



1,143







1,310Operating (loss) income


(1
)






(2
)


85



(822
)






(740
)Interest expense, net










(83
)


(2
)










(85
)Gain on early extinguishment of debt










4















4Equity in (losses) earnings of subsidiaries


(739
)


1



82











656



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


(740
)


1



1



83



(822
)


656



(821
)(Provision) benefit for income taxes






(1
)






(1
)


80







78Equity in earnings of investment in Orbitz Worldwide






3



















3Net (loss) income


(740
)


3



1



82



(742
)


656



(740
)Net income attributable to non-controlling interest in
    subsidiaries


























Net (loss) income attributable to the Company


(740
)


3



1



82



(742
)


656



(740
)  25




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Nine Months Ended September 30, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














803



912







1,715Cost and expensesCost of revenue














450



384







834Selling, general and administrative


(11
)






5



(39
)


461







416Restructuring charges














13



5







18Depreciation and amortization














133



54







187Impairment of goodwill and intangible assets


















833







833Other income














(5
)










(5
)Total costs and expenses, net


(11
)






5



552



1,737







2,283Operating income (loss)


11







(5
)


251



(825
)






(568
)Interest expense, net










(216
)


(7
)










(223
)Gain on early extinguishment of debt










10















10Equity in (losses) earnings of subsidiaries


(883
)


33



244











606



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


(872
)


33



33



244



(825
)


606



(781
)(Provision) benefit for income taxes






(2
)










66







64Equity in losses of investment in Orbitz Worldwide






(153
)


















(153
)Net (loss) income


(872
)


(122
)


33



244



(759
)


606



(870
)Net income attributable to non-controlling interest in
    subsidiaries


















(2
)






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


(872
)


(122
)


33



244



(761
)


606



(872
)  26




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED BALANCE SHEETS
    As of September 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents










51



1



217







269Accounts receivable, net














67



382







449Deferred income taxes














16



6







22Other current assets










45



42



121







208Total current assets










96



126



726







948Investment in subsidiary/intercompany


(584
)


(1,620
)


1,978











226



Property and equipment, net














412



120







532Goodwill














986



296







1,282Trademarks and tradenames














232



182







414Other intangible assets, net














475



604







1,079Investment in Orbitz Worldwide






123



















123Other non-current assets


3







40



54



113







210Total assets


(581
)


(1,497
)


2,114



2,285



2,041



226



4,588Liabilities and equityCurrent liabilities:Accounts payable














43



162







205Accrued expenses and other current liabilities


2



50



48



49



736







885Current portion of long-term debt










10



7











17Total current liabilities


2



50



58



99



898







1,107Long-term debt










3,656



42











3,698Deferred income taxes














35



94







129Other non-current liabilities










20



131



75







226Total liabilities


2



50



3,734



307



1,067







5,160Total shareholders equity/intercompany


(583
)


(1,547
)


(1,620
)


1,978



963



226



(583
)Equity attributable to non-controlling interest in subsidiaries


















11







11Total equity


(583
)


(1,547
)


(1,620
)


1,978



974



226



(572
)Total liabilities and equity


(581
)


(1,497
)


2,114



2,285



2,041



226



4,588  27




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    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  28




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet income (loss)


26



(89
)


(97
)


105



120



(40
)


25Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities:Depreciation and amortization














133



55







188Provision for bad debts


















2







2Equity-based compensation


2























2Amortization of debt finance costs










19















19Loss on interest rate derivative instruments










5















5Gain on foreign exchange derivative instruments










(3
)














(3
)Equity in earnings of investment in Orbitz Worldwide






(10
)


















(10
)FASA liability














(14
)










(14
)Deferred income tax














2



(5
)






(3
)Equity in (earnings) losses of subsidiaries


(32
)


97



(105
)










40



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














10



(118
)






(108
)Other current assets














(6
)


(3
)






(9
)Accounts payable, accrued expenses and other current liabilities






15



(25
)


4



173







167Other










13



(14
)


(6
)






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


(4
)


13



(193
)


220



218







254Investing activitiesProperty and equipment additions














(154
)


(5
)






(159
)Investment in Orbitz Worldwide






(50
)


















(50
)Businesses acquired














(11
)


(5
)






(16
)Intercompany funding


4



37



220



(86
)


(175
)






Loan to parent company














(9
)










(9
)Loan repaid by parent company














9











9Other














5











5Net cash provided by (used in) investing activities


4



(13
)


220



(246
)


(185
)






(220
)Financing activitiesPrincipal repayments










(287
)


(8
)










(295
)Proceeds from new borrowings










380















380Payments on settlement of derivative contracts










(64
)














(64
)Debt finance costs










(5
)














(5
)Other














(3
)










(3
)Net cash provided by (used in) financing activities










24



(9
)










13Effect of changes in exchange rates on cash and cash equivalents


















5







5Net increase (decrease) in cash and cash equivalents










51



(37
)


38







52Cash and cash equivalents at beginning of period














38



179







217Cash and cash equivalents at end of period










51



1



217







269  29




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   16.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2009
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activitiesNet (loss) income


(872
)


(122
)


33



244



(759
)


606



(870
)Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Depreciation and amortization














133



54







187Impairment of goodwill and intangible assets


















833







833Gain on sale of assets














(5
)










(5
)Provision for bad debts














2



12







14Equity-based compensation














6











6Gain on early extinguishment of debt










(10
)














(10
)Amortization of debt finance costs










12















12Loss on interest rate derivative instruments










10















10Gain on foreign exchange derivative instruments


(11
)






(3
)














(14
)Equity in losses of investment in Orbitz Worldwide






153



















153FASA liability














(21
)










(21
)Deferred income taxes














3



(106
)






(103
)Equity in losses (earnings) of subsidiaries


883



(33
)


(244
)










(606
)


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














(12
)


(47
)






(59
)Other current assets














4



(9
)






(5
)Accounts payable, accrued expenses and other current liabilities






2



(22
)


(34
)


128







74Other










3



(9
)


(5
)






(11
)Net cash (used in) provided by operating activities










(221
)


311



101







191Investing activitiesProperty and equipment additions














(35
)


(4
)






(39
)Proceeds from sale of assets














5











5Acquisition related payments and other














(1
)


(1
)






(2
)Net intercompany funding


110







280



(338
)


(52
)






Net cash provided by (used in) investing activities


110







280



(369
)


(57
)






(36
)Financing activitiesPrincipal repayments










(287
)


(11
)










(298
)Proceeds from new borrowings










144















144Proceeds from settlement of derivative instruments










87















87Debt finance costs










(3
)














(3
)Net share settlement for equity-based compensation














(7
)










(7
)Distribution to a parent company


(194
)






















(194
)Net cash used in financing activities


(194
)






(59
)


(18
)










(271
)Effect of changes in exchange rates on cash and cash equivalents


















6







6Net (decrease) increase in cash and cash equivalents


(84
)










(76
)


50







(110
)Cash and cash equivalents at beginning of period


94











189



62







345Cash and cash equivalents at end of period


10











113



112







235  30




---



##### 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.  Key
    Performance Indicators (KPIs)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,(in $ millions, except where indicated)

2010


2009


2010


2009Travelport KPIsNet revenue


582



570



1,761



1,715Operating income (loss)


104



(740
)


259



(568
)Travelport Adjusted EBITDA


175



178



490



494GDS KPIsNet revenue


488



488



1,544



1,514GDS Segment EBITDA


135



156



446



475GDS Segment Adjusted EBITDA


145



162



462



495Segments (in millions)Americas


44



44



135



131Europe


20



19



65



62MEA


9



9



30



31APAC


13



12



42



36Total


86



84



272



260GTA KPIsNet revenue


94



82



217



201GTA Segment EBITDA


40



(802
)


61



(792
)GTA Segment Adjusted EBITDA


40



31



60



44Room nights (in millions)


3.7



3.0



8.9



7.5Total Transaction Value (TTV)


599



507



1,407



1,187  31




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Travelport
    KPIs
           32




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##### Table of Contents



Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,(in $ millions)

2010


2009


2010


2009Net income (loss)


24



(740
)


25



(870
)Equity in (earnings) losses of investment in Orbitz Worldwide


(8
)


(3
)


(10
)


153Provision (benefit) for income taxes


15



(78
)


42



(64
)Depreciation and amortization


66



63



188



187Interest expense, net


73



85



202



223EBITDA


170



(673
)


447



(371
)Adjustments:Sponsor monitoring fees






3







7Acquisition and corporate transaction
    costs(1)


6



4



30



18Restructuring
    charges(2)






5



5



18Impairment






833







833Equity-based compensation


(1
)


4



2



7Unrealized (gains) losses on foreign exchange derivatives


(3
)


5



1



(7
)Other(3)


3



(3
)


5



(11
)Total Adjustments


5



851



43



865Travelport Adjusted EBITDA


175



178



490



494     (1)
    
    Acquisition and corporate transaction costs include costs
    related to the integration of Worldspan, costs associated with
    the relocation of Travelports finance and human resource
    functions from the United States to the United Kingdom,
    strategic transaction costs (including a proposed offering of
    securities for the Company), other costs related to non-core GDS
    businesses and the gain on the sale of Travelports Indian
    service organization. These amounts do not include items
    classified as impairment or restructuring charges, which are
    included as separate line items.(2)
    
    Restructuring charges represent the costs incurred to enhance
    our organizational efficiency and to consolidate and rationalize
    existing processes.(3)
    
    Other includes gains on the extinguishment of debt (totaling
    $4 million and $10 million for the three months and
    nine months ended September 30, 2009, respectively),
    amounts relating to purchase accounting impacts (including
    deferred revenue adjustments) recorded at the time of the
    acquisition of the Travelport business from Cendant (totaling
    $1 million, $1 million, $3 million and
    $3 million for the three months ended September 30,
    2010 and 2009, and for the nine months ended September 30,
    2010 and 2009, respectively), a $5 million gain on the sale
    of assets for the nine months ended September 30, 2009, and
    a write-off of property and equipment in the three and nine
    months ended September 2010.  GDS
    KPIs
    Segments.
  Average Revenue Per Segment.
  Segment Adjusted EBITDA.
 33




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##### Table of Contents



GDSThree Months


Nine MonthsEnded


EndedSeptember 30,


September 30,(in $ millions)

2010


2009


2010


2009GDS Segment EBITDA


135



156



446



475Adjustments:Acquisition and corporate transaction
    costs(1)


6



3



10



12Restructuring
    charges(2)






2







6Other(3)


4



1



6



2Total Adjustments


10



6



16



20GDS Segment Adjusted EBITDA


145



162



462



495     (1)
    
    GDS Acquisition and corporate transaction costs include costs
    related to the integration of Worldspan, costs associated with
    the relocation of our finance and human resource functions from
    the United States to the United Kingdom, strategic transaction
    costs, and other non-recurring costs related to non-core GDS
    businesses. This measure does not include items classified as
    impairment or restructuring charges, which are included as
    separate line items.(2)
    
    Restructuring charges represent the costs incurred to enhance
    our organizational efficiency and consolidate and rationalize
    existing processes.(3)
    
    Other includes amounts relating to purchase accounting impacts
    (including deferred revenue adjustments) recorded at the time of
    the acquisition of the Travelport business from Cendant
    (totaling $1 million, $1 million, $3 million and
    $3 million for the three months ended September 30,
    2010 and 2009, and for the nine months ended September 30,
    2010 and 2009, respectively) and a write-off of property and
    equipment in three and nine months ended September 30, 2010.  GTA
    KPIs
    Room Nights.
  Total Transaction Value. )
  Segment Adjusted EBITDA.
 34




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##### Table of Contents



GTAThree Months


Nine MonthsEnded


EndedSeptember 30,


September 30,(in $ millions)

2010


2009


2010


2009GTA Segment EBITDA


40



(802
)


61



(792
)Adjustments:Acquisition and corporate transaction
    costs(1)










(2
)


Restructuring
    charges(2)










1



3Impairment






833







833Total Adjustments






833



(1
)


836GTA Segment Adjusted EBITDA


40



31



60



44     (1)
    
    GTA acquisition and corporate transaction costs comprise
    non-recurring items, including a gain on the sale of our Indian
    service organization and GTA committed costs arising from the
    acquisition of GTA by Cendant. This measure does not include
    items classified as impairment or restructuring charges, which
    are included as separate line items.(2)
    
    Restructuring charges represent the costs incurred to enhance
    our organizational efficiency and to consolidate and rationalize
    existing processes.  Factors
    Affecting Results of Operations
  Macroeconomic and Travel Industry Conditions:
  Impact of Delta and Northwest Merger:
  Seasonality:
  Foreign Exchange Movements:
 35




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##### Table of Contents



Restructuring:
  Results
    of Operations
     36




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##### Table of Contents



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


GTA Segment


Expenses


ConsolidatedThree Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,(in $ millions)

2010


2009


2010


2009


2010


2009


2010


2009Net revenue


488



488



94



82











582



570Costs and expensesCost of revenue


279



260



12



10











291



270Selling, general and administrative


74



70



42



41



5



28



121



139Restructuring charges






2















3







5Depreciation and amortization


54



45



11



16



1



2



66



63Impairment of goodwill and intangible assets














833















833Total costs and expenses


407



377



65



900



6



33



478



1,310Operating income (loss)


81



111



29



(818
)


(6
)


(33
)


104



(740
)Depreciation and amortization


54



45



11



16Segment EBITDA


135



156



40



(802
)Interest expense, net


























(73
)


(85
)Gain on early extinguishment of debt






























4Income (loss) from operations before income taxes and equity
    in earnings of investment in Orbitz Worldwide


























31



(821
)(Provision) benefit for income taxes


























(15
)


78Equity in earnings of investment in Orbitz Worldwide


























8



3Net income (loss)


























24



(740
)   Consolidated
    Results
        Three MonthsEndedSeptember 30,(in $millions)

2010


2009Corporate administrative expenses


10



15Transaction and integration costs






1Equity-based compensation


(1
)


4Sponsor monitoring fees






3(Gain) loss on foreign currency derivatives and other


(4
)


55



28    37




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##### Table of Contents



Restructuring
    Charges
    Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
    Interest
    Expense, Net
    Gain on
    Early Extinguishment of Debt
    (Provision)
    Benefit for Income Taxes
      Three MonthsEndedSeptember 30,(in $millions)

2010


2009(Provision) benefit at US Federal statutory rate of 35%


(11
)


287Taxes on non-US operations at alternative rates


(5
)


(73
)Liability for uncertain tax positions


1



(4
)Valuation allowance released


2



6Non-deductible amortization






(137
)Non-deductible costs and expenses


(3
)


(1
)Other


(1
)


(Provision) benefit for income taxes


(15
)


78  38




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##### Table of Contents



Equity in
    Earnings of Investment in Orbitz Worldwide
    GDS
    Segment
  Net
    Revenue
    Three MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$


%Transaction processing revenue


440



432



8



2Airline IT solutions revenue


48



56



(8
)


(14
)GDS revenue


488



488







     Three MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$


%Americas


178



186



(8
)


(4
)Europe


126



118



8



6MEA


61



61







APAC


75



67



8



12Transaction processing revenue


440



432



8



2       Cost of
    Revenue
    Three MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$


%Commissions


213



193



20



10Telecommunication and technology costs


66



67



(1
)


(1
)GDS cost of revenue


279



260



19



7  39




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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)
   40




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##### Table of Contents



Nine
    Months Ended September 30, 2010 compared to Nine Months
    Ended September 30, 2009
  Reconciling ItemsCorporate andUnallocatedGDS Segment


GTA Segment


Expenses


ConsolidatedNine Months


Nine Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,(in $ millions)

2010


2009


2010


2009


2010


2009


2010


2009Net revenue


1,544



1,514



217



201











1,761



1,715Costs and expensesCost of revenue


867



802



32



32











899



834Selling, general and administrative


231



233



123



125



56



58



410



416Restructuring charges






6



1



3



4



9



5



18Depreciation and amortization


154



136



31



45



3



6



188



187Impairment of goodwill and intangible assets














833















833Other income






(2
)














(3
)






(5
)Total costs and expenses


1,252



1,175



187



1,038



63



70



1,502



2,283Operating income (loss)


292



339



30



(837
)


(63
)


(70
)


259



(568
)Depreciation and amortization


154



136



31



45Segment EBITDA


446



475



61



(792
)Interest expense, net


























(202
)


(223
)Gain on early extinguishment of debt






























10Income (loss) from operations before income taxes and equity
    in earnings of investment in Orbitz Worldwide


























57



(781
)(Provision) benefit for income taxes


























(42
)


64Equity in earnings (losses) of investment in Orbitz Worldwide


























10



(153
)Net income (loss)


























25



(870
)   Consolidated
    Results
        Nine MonthsEndedSeptember 30,(in $ millions)

2010


2009Corporate administrative expenses


32



45Transaction and integration costs


22



6Equity-based compensation


2



7Sponsor monitoring fees






7Gain on foreign currency derivatives and other






(7
)56



58  41




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##### Table of Contents



Restructuring
    Charges
    Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
    Other
    Income
    Interest
    Expense, Net
    Gain on
    Early Extinguishment of Debt
    (Provision)
    Benefit for Income Taxes
   42




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##### Table of Contents



Nine MonthsEndedSeptember 30,(in $ millions)

2010


2009Tax (provision) benefit at US Federal statutory rate of 35%


(20
)


273Taxes on non-US operations at alternative rates


(13
)


(80
)Liability for uncertain tax positions


(3
)


(7
)Valuation allowance released


5



22Non-deductible amortization






(137
)Non-deductible costs and expenses


(9
)


(5
)Other


(2
)


(2
)(Provision) benefit for income taxes


(42
)


64   Equity in
    Earnings (Losses) of Investment in Orbitz Worldwide
    GDS
    Segment
  Net Revenue
    Nine MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$


%Transaction processing revenue


1,395



1,347



48



4Airline IT solutions revenue


149



167



(18
)


(11
)GDS revenue


1,544



1,514



30



2     Nine MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$


%Americas


558



560



(2
)


Europe


405



390



15



4MEA


202



201



1



APAC


230



196



34



17Transaction processing revenue


1,395



1,347



48



4    43




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##### Table of Contents



Cost of
    Revenue
    Nine MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$


%Commissions


663



589



74



13Telecommunication and technology costs


204



213



(9
)


(4
)GDS cost of revenue


867



802



65



8     Selling,
    General and Administrative Expenses (SG&A)
    Other
    Income
    GTA
    Segment
  Net
    Revenue
    Cost of
    Revenue
   44




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##### Table of Contents



Selling,
    General and Administrative Expenses (SG&A)
    Liquidity
    and Capital Resources
             45




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##### Table of Contents



Nine MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$Travelport Adjusted EBITDA


490



494



(4
)Less:Interest payments


(200
)


(223
)


23Tax payments


(24
)


(28
)


4Changes in operating working capital


29



(4
)


33FASA liability payments


(14
)


(21
)


7Other non-cash and adjusting items


(27
)


(27
)


Net cash provided by operating activities


254



191



63Add back interest paid


200



223



(23
)Capital expenditures on property and equipment additions


(159
)


(39
)


(120
)Unlevered free cash flow


295



375



(80
)   Cash
    Flows
    Nine MonthsEndedSeptember 30,


Change(in $ millions)

2010


2009


$Cash provided by (used in):Operating activities


254



191



63Investing activities


(220
)


(36
)


(184
)Financing activities


13



(271
)


284Effects of exchange rate changes


5



6



(1
)Net increase (decrease) in cash and cash equivalents


52



(110
)


162     Operating Activities.
  Investing Activities.
 46




---



##### Table of Contents



Financing Activities.
  Debt
    and Financing Arrangements
               47




---



##### Table of Contents



non-cash equity-based
  Foreign
    Currency and Interest Rate Risk
          Contractual
    Obligations
   48




---



##### Table of Contents



(in $ millions)Twelve Month Period Ended September 30,2011


672012


502013


322014


292015


13Thereafter


191   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. 49




---



##### 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.   50




---



##### Table of Contents



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
    1934, the registrant has duly caused this report to be signed on
    its behalf by the undersigned thereunto duly authorized. TRAVELPORT LIMITEDDate: November 10, 2010

By:

/s/  Philip
    EmeryPhilip
    EmeryExecutive Vice President and Chief Financial OfficerDate: November 10, 2010

By:

/s/  Simon
    GraySimon
    Gray Senior Vice President and Chief Accounting Officer  51




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description1
.1

Purchase Agreement, relating to the sale of the 9% Senior
    Notes due 2016, dated as of August 12, 2010, among
    Travelport Limited, Travelport LLC, Travelport Inc. and the
    guarantors named therein and Credit Suisse Securities (USA)
    LLC and UBS Securities LLC, as the representatives of the
    initial purchasers (Incorporated by reference to
    Exhibit 1.1 to the Current Report on
    Form 8-K
    filed by Travelport Limited on August 18, 2010).3
.1

Certificate of Incorporation of Travelport Limited (f/k/a TDS
    Investor (Bermuda) Ltd.) (Incorporated by reference to
    Exhibit 3.3 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).3
.2

Memorandum of Association 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).4
.1

Indenture, relating to the 9% Senior Notes due 2016, dated
    as of August 18, 2010, by and among Travelport Limited,
    Travelport LLC, Travelport Inc. and the guarantors named
    therein, and The Bank of Nova Scotia Trust Company of New
    York, as trustee (Incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed by Travelport Limited on August 18, 2010).4
.2

Registration Rights Agreement, relating to the 9% Senior
    Notes due 2016, dated as of August 18, 2010, among
    Travelport Limited, Travelport LLC, Travelport Inc. and the
    guarantors named therein and Credit Suisse Securities (USA)
    LLC, as the representative of the initial purchasers
    (Incorporated by reference to Exhibit 4.2 to the Current
    Report on
    Form 8-K
    filed by Travelport Limited on August 18, 2010).10
.1

Form of 2010 LTIP Equity Award Agreement (Restricted Equity
    Units)  UK Senior Leadership Team.10
.2

Form of TDS Investor (Cayman) L.P. Fifth Amended and Restated
    2006 Interest Plan.10
.3

Eighth Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, by and among Orbitz Worldwide, Inc.,
    Galileo International L.L.C. (n/k/a Travelport International
    L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global
    Distribution System B.V.).10
.4

Ninth Amendment to Subscriber Services Agreement, date as of
    July 23, 2007, by and among Orbitz Worldwide, Inc.,
    Galileo International L.L.C (n/k/a Travelport International
    L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global
    Distribution Systems B.V.).31
.1

Certification of Chief Executive Officer pursuant to
    Rules 13(a)-14(a)
    and
    15(d)-14(a)
    promulgated Under the Securities Exchange Act of 1934, as
    amended.31
.2

Certification of Chief Financial Officer pursuant to
    Rules 13(a)-14(a)
    and
    15(d)-14(a)
    promulgated Under the Securities Exchange Act of 1934, as
    amended.32


Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.  52