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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2009oro

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(Exact name of registrant as specified in its charter)

Bermuda(State or other jurisdiction
of incorporation or organization)

98-0505100(I.R.S. Employer
Identification Number)400 Interpace Parkway
Building A
Parsippany, NJ 07054(Address of principal executive offices, including zip code)


(973) 939-1000(Registrant's telephone number, including area code)



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

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

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of May 12, 2009, there were 12,000 shares of the Registrants' common stock, par value $1.00 per share, outstanding.



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Table of Contents



PagePART I

Financial Information

4Item 1.

Financial Statements

4Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2009
and 2008

4Consolidated Condensed Balance Sheets as of March 31, 2009 and December 31,
2008

5Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2009
and 2008

6Consolidated Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31,
2009

7Notes to Consolidated Condensed Financial Statements

8Item 2.

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

24Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30Item 4.

Controls and Procedures

31PART II

Other Information

32Item 1.

Legal Proceedings

32Item 1A.

Risk Factors

32Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34Item 3.

Defaults upon Senior Securities

34Item 4.

Submission of Matters to a Vote of Security Holders

34Item 5.

Other Information

34Item 6.

Exhibits

34Signatures

35


1

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Table of Contents

FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements identify prospective information. Important
factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "potential," "should," "will" and "would" or other similar words. You should read statements that contain
these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing,
changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information or state other
"forward-looking" information. The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or
predicted by these forward-looking statements:



2

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Table of Contents



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

Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such
performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject
to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the sections captioned "Risk Factors" in
this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (the
"SEC") on March 12, 2009, as well as any other cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and
elsewhere in this report could have an adverse effect on our business, results of operations and financial position.

Forward-looking
statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no
inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

3

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Table of Contents

PART IFINANCIAL INFORMATION

Item 1.    Financial Statements



TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        (Unaudited)        (in millions)

Three Months
Ended
March 31, 2008

Three Months
Ended
March 31, 2009Net revenue

$
666


$553Costs and expensesCost of revenue


340


278Selling, general and administrative


183


150Restructuring charges


9


6Depreciation and amortization


67


62Total costs and expenses


599


496Operating income


67


57Interest expense, net


(86
)

(66
)Gain on early extinguishment of debt


9


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


(10
)

(9
)Provision for income taxes


(12
)

Equity in losses of investment in Orbitz Worldwide


(7
)

(161
)Net loss before non-controlling interest in subsidiaries


(29
)

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





(1
)Net loss attributable to Travelport Limited

$
(29
)

$(171
)


See
Notes to Consolidated Condensed Financial Statements

4

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED BALANCE SHEETS        (Unaudited)        (in millions)

December 31,
2008

March 31,
2009AssetsCurrent assets:Cash and cash equivalents


$345


$268Accounts receivable, net


372


379Deferred income taxes


7


7Other current assets


201


151Total current assets


925


805Property and equipment, net


491


468Goodwill


1,732


1,693Trademarks and tradenames


499


489Other intangible assets, net


1,552


1,486Investment in Orbitz Worldwide


214


53Other non-current assets


151


164Total assets

$
5,564

$
5,158Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
140

$
111Accrued expenses and other current liabilities


758


715Current portion of long-term debt


19


20Total current liabilities


917


846Long-term debt


3,783


3,726Deferred income taxes


238


227Other non-current liabilities


207


205Total liabilities


5,145


5,004Commitments and contingencies (note 9)Shareholders' equity:Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding





Additional paid in capital


1,225


1,185Accumulated deficit


(773
)

(944
)Accumulated other comprehensive loss


(40
)

(95
)Total shareholders' equity


412


146Non-controlling interest in subsidiaries


7


8Total equity


419


154Total liabilities and equity

$
5,564

$
5,158


See
Notes to Consolidated Condensed Financial Statements

5

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Table of Contents



TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        (Unaudited)        (in millions)

Three Months
Ended
March 31, 2008

Three Months
Ended
March 31, 2009Operating activitiesNet loss attributable to Travelport Limited

$
(29
)
$
(171
)Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation and amortization


67


62Deferred income taxes


(4
)

(2
)Provision for bad debts


4


5Gain on early extinguishment of debt


(9
)

Amortization of debt issuance costs


5


4Gain on interest rate derivative instruments





(5
)Equity in losses of investment in Orbitz Worldwide


7


161Non-controlling interest in subsidiaries





1FASA liability


(8
)

(8
)Changes in assets and liabilities, net of effects from acquisitions and disposalsAccounts receivable


(78
)

(21
)Other current assets


(4
)

6Accounts payable, accrued expenses and other current liabilities


9


(32
)Other


(11
)

(9
)Net cash used in operating activities


(51
)

(9
)Investing activitiesProperty and equipment additions


(13
)

(11
)Acquisition related payments


(3
)

Other


(1
)

Net cash used in investing activities


(17
)

(11
)Financing activitiesPrincipal payments on borrowings


(38
)

(5
)Net share settlement for equity-based compensation





(7
)Distribution to a parent company





(42
)Net cash used in financing activities


(38
)

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


4


(3
)Net decrease in cash and cash equivalents


(102
)

(77
)Cash and cash equivalents at beginning of period


309


345Cash and cash equivalents at end of period

$
207

$
268Supplemental disclosure of cash flow informationInterest payments

$
108

$
90Income tax payments, net

$
7

$
13


See Notes to Consolidated Condensed Financial Statements

6

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TRAVELPORT LIMITED        CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY        (Unaudited)        (in millions)

Shareholder's EquityCommon
Stock

Additional
Paid In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Non-
controlling
Interest

Total
EquityBalance as of January 1, 2009

$


$
1,225

$
(773
)
$
(40
)
$
7

$
419Distribution to a parent company, net





(40
)










(40
)Comprehensive lossNet loss








(171
)




1


(170
)Currency translation adjustment, net of tax











(66
)




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











7





7Unrealized actuarial gain on defined benefit plans, net of tax











3





3Unrealized gain on investments, net of tax











1





1Total comprehensive loss

















(225
)Balance as of March 31, 2009

$


$
1,185

$
(944
)
$
(95
)
$
8

$
154


See Notes to Consolidated Condensed Financial Statements

7

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Table of Contents



TRAVELPORT LIMITED        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS        (Unaudited)        (Unless otherwise noted, all amounts are in
millions)

1. Basis of Presentation

Travelport is one of the world's largest travel services companies serving the global travel industry. It operates 20 leading brands, including Galileo and Worldspan global distribution
systems ("GDS") and Gullivers Travel Associates ("GTA"), a wholesaler of travel content. The Company has approximately 5,700 employees and operates in 160 countries. Travelport is a closely held
company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California, One Equity Partners ("OEP") of New York and Travelport
management.

In
presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), management
makes
estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could
differ from those estimates. In management's opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results
reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial
statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

2. Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 161, "Disclosures about Derivative Instruments and
Hedging Activities" ("SFAS No. 161"). SFAS No. 161 establishes enhanced disclosure requirements for derivatives instruments and hedging activities. The Company adopted the provisions of
this statement on January 1, 2009, as required, and included the required disclosures in Note 8Derivative Instruments, Hedging Activities and Fair Value Disclosures.

In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interest in Consolidated Financial Statements" ("SFAS No. 160"). SFAS No. 160 requires
non-controlling interests to be separately labeled and classified as part of equity and requires consolidated net income to be reported at amounts that include the amounts attributable to both the
parent and the non-controlling interest. SFAS No. 160 also clarifies the accounting and reporting for deconsolidation of a subsidiary. The Company adopted the provisions of this statement on
January 1, 2009, as required.

3. Restructuring Charges

During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into our GDS segment, the Company committed to various
strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing processes. Substantially all of the costs incurred were
personnel related. The

8

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Restructuring Charges (Continued)

recognition
of the restructuring charges and the corresponding utilization during the three months ended March 31, 2009 are summarized by category as follows:

Balance at January 1, 2009

$
10Restructuring charges


6Cash payments


(7
)Balance at March 31, 2009

$
9


Approximately
$2 million of the restructuring charges incurred during the three months ended March 31, 2009 have been recorded within each of the GDS and GTA segments,
respectively, and approximately $2 million has been recorded within Corporate and other. The Company expects to incur $5 million of additional restructuring charges during 2009.

Approximately
$6 million and $1 million of the restructuring charges incurred during the three months ended March 31, 2008 were recorded within the GDS and GTA
segments, respectively, and approximately $2 million was recorded within Corporate and other. Cash payments were $7 million during the three months ended March 31, 2008.

4. Other Current Assets

Other current assets consisted of:

December 31,
2008

March 31,
2009Derivative contracts

$
50

$
9Prepaid expenses


40


39Sales and use tax receivables


45


39Upfront inducement payments


40


44Other


26


20$
201

$
151


9

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Intangible Assets

Intangible assets consisted of:

December 31, 2008

March 31, 2009Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
AmountNon-Amortizable Intangible AssetsGoodwill

$
1,732







$
1,693Trademarks and tradenames

$
499







$
489Amortizable Intangible AssetsCustomer relationships

$
1,796

$
287

$
1,509

$
1,761

$
317

$
1,444Vendor relationships and other


50


7


43


48


6


42$
1,846

$
294

$
1,552

$
1,809

$
323

$
1,486


The
changes in the carrying amount of goodwill for the Company between December 31, 2008 and March 31, 2009 were as follows:

December 31,
2008

Foreign
Exchange

March 31,
2009GDS

$
966

$


$
966GTA


766


(39
)

727$
1,732

$
(39
)
$
1,693


The
carrying amount of the trademarks and tradenames and other amortizable intangible assets decreased by approximately $47 million as a result of foreign exchange fluctuations.

Amortization
expense relating to all intangible assets was as follows:

Three Months EndedMarch 31,
2008

March 31,
2009Customer relationships

$
35

$
33Vendor relationships and other





1Total

$
35

$
34


The
Company expects amortization expense relating to intangible assets to be approximately $105 million for the remainder of 2009 and $140 million, $135 million,
$130 million, $128 million and $124 million for each of the five succeeding fiscal years, respectively.

As
a result of continued adverse conditions in the markets in which the Company operates, the Company continues to monitor goodwill and long-lived intangible assets, as well
as long-lived tangible assets, for possible impairment.

10

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Intangible Assets (Continued)

The
assessment of the fair value of goodwill and other intangible assets requires the utilization of various assumptions, including projections of future cash flows and discount rates. A
change in these underlying assumptions could cause a change in the results of the tests, and as such, could cause the fair value to be less than the respective carrying amount. Although the
Company believes such assets are recoverable as of March 31, 2009, the Company cannot assure that these assets will not be impaired in future periods.

6. Orbitz Worldwide

The Company accounts for its investment in Orbitz Worldwide under the equity method of accounting. As of March 31, 2009 and December 31, 2008, the Company's investment in
Orbitz Worldwide was $53 million and $214 million, respectively. The Company recorded a loss of $161 million and $7 million related to its investment in Orbitz Worldwide
for the three months ended March 31, 2009 and 2008, respectively, within the equity in losses of investment in Orbitz Worldwide, line item on the
Consolidated Condensed Statements of Operations. Presented below are the summary results of operations for the three months ended March 31, 2008 and 2009 for Orbitz Worldwide.

Three Months
Ended
March 31, 2008

Three Months
Ended
March 31, 2009Statement of OperationsNet revenue

$
219

$
188Operating expenses


220


179Operating income (loss)


(1
)

9Impairment of long-lived assets





(332
)Interest expense, net


(16
)

(15
)Loss before income taxes


(17
)

(338
)Income tax benefit


2


2Net loss

$
(15
)
$
(336
)


During
the three months ended March 31, 2009 and 2008, approximately $25 million and $28 million, respectively, of net revenue was earned by Orbitz Worldwide through
transactions with the Company. As of March 31, 2009 and December 31, 2008, the Company had a balance payable to Orbitz Worldwide of approximately $1 million and
$10 million, respectively, related to such transactions, which is included on the Consolidated Condensed Balance Sheet within accrued expenses and other current liabilities.

Impairment

During the three months ended March 31, 2009, Orbitz Worldwide experienced a significant decline in its stock price and a
decline in its operating results due to continued weakness in economic and industry conditions. These factors, coupled with an increase in competitive pressures, indicated a potential impairment of
its goodwill and intangible assets. As a result of impairment tests performed

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TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

6. Orbitz Worldwide (Continued)

under
SFAS No. 142, "Goodwill and Other Intangible Assets", Orbitz Worldwide concluded that its goodwill and intangible assets were impaired and recorded a non-cash impairment
charge of $332 million. See the Orbitz Worldwide Quarterly Report on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange
Commission, for further information.

7. Long-Term Debt

Long-term debt consisted of:

Maturity

December 31,
2008

March 31,
2009Senior Secured Credit FacilityTerm loan facilityDollar-denominated

August 2013

$
1,713

$
1,710Euro-denominated

August 2013


488


463Senior notesDollar-denominated floating rate notes

September 2014


144


144Euro-denominated floating rate notes

September 2014


243


23197/8% notes

September 2014


443


443Senior subordinated notes117/8% Dollar-denominated notes

September 2016


247


247107/8% Euro-denominated notes

September 2016


205


195Revolver borrowings

August 2012


263


259Capital leases and other




56


54Total debt




3,802


3,746Less: Current portion




19


20Long-term debt



$
3,783

$
3,726


The
principal amount outstanding under the Euro-denominated long-term debt decreased by approximately $51 million as a result of foreign exchange
fluctuations, which are fully offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and
accrued expenses and other current liabilities on the Consolidated Condensed Balance Sheet. The Company repaid approximately $3 million of debt under its senior secured credit facility as
required under the senior secured credit agreement and approximately $2 million under its capital lease obligations.

The
Company's aggregate revolving credit facility commitment of $300 million is with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of
Lehman. The $300 million revolving credit agreement has been reduced by $30 million due to LCPI's status as a defaulting lender. As of March 31, 2009, there were
$259 million of borrowings outstanding under the Company's revolving credit facility with a remaining capacity of $11 million. As of March 31, 2009, the Company had approximately
$142 million of commitments outstanding under the Company's synthetic letter of credit facility, including commitments of approximately $65 million in letters of credit issued

12

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Long-Term Debt (Continued)

by
the Company on behalf of Orbitz Worldwide pursuant to the Separation Agreement with Orbitz Worldwide. As of March 31, 2009, this facility has a remaining capacity of $8 million.

8. Derivative Instruments, Hedging Activities and Fair Value Disclosures

The Company's financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy
in accordance with SFAS No. 157, "Fair Value Measurement" and are included within the Level 2 categorySignificant Other Observable Inputs.

The
Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest
rates. As a matter of policy, the Company does not use derivatives for trading or speculative purposes. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended and interpreted, the Company records all derivatives at fair value either as assets or liabilities. Fair value of derivative instruments is determined using pricing models that
use inputs from actively quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to the Company's own credit risk and
counterparty credit risk. The effective portion of changes in fair value of derivative designated as cash flow hedging instruments is recorded as a component of other comprehensive income.

The
Company uses foreign currency forward contracts to manage its exposures to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and
payables, external Euro debt, and forecasted earnings of foreign subsidiaries. The Company primarily enters into derivative instrument contracts to manage its foreign currency exposure to the British
pound, Euro and Australian dollar. Substantially all the forward contracts that the Company utilizes do not qualify for hedge accounting treatment under SFAS No. 133. The fluctuations in the
value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Changes in fair value of
derivatives not designated as hedging instruments are recognized currently in earnings in the statements of operations.

13

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Derivative Instruments, Hedging Activities and Fair Value Disclosures (Continued)

A portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial
instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at December 31, 2008 and March 31, 2009 was to interest
rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. The Company currently uses interest rate swaps as the derivative instrument in these hedging
strategies. Several derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges. As of March 31, 2009, the Company's interest rate hedges
cover transactions for periods that do not exceed three years.

Presented
below is a summary of the fair value of the Company's interest rate swap contracts and foreign exchange forward contracts recorded on the balance sheets at fair value.

Asset Derivatives

Liability DerivativesFair Value



Fair ValueBalance Sheet
Location

December 31,
2008

March 31,
2009

Balance Sheet Location

December 31,
2008

March 31,
2009Derivatives designated as hedging instruments under SFAS 133Interest rate swaps

Other current assets

$
(34
)
$
(18
)
Accrued expenses and other current liabilities

$
(12
)
$
(18
)Derivatives not designated as hedging instruments under SFAS 133Interest rate swaps

Other current assets







Accrued expenses and other current liabilities


(27
)

(25
)Foreign exchange impact of cross currency swaps

Other current assets


79


25

Accrued expenses and other current liabilities


(6
)

(1
)Foreign exchange forward contracts

Other current assets


5


2

Accrued expenses and other current liabilities


(18
)

(12
)Total derivatives not designated as hedging instruments under SFAS 133




84


27




(51
)

(38
)$
50

$
9



$
(63
)
$
(56
)


Presented below is the impact of the Company's interest rate swap contracts and foreign exchange forward contracts in other comprehensive income, for contracts
that qualify for hedge accounting

14

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Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Derivative Instruments, Hedging Activities and Fair Value Disclosures (Continued)

treatment
under SFAS 133, and directly into income, for those contracts or portions of contracts that do not qualify for hedge accounting treatment under SFAS 133.

Amount of Gain
(Loss) Recognized in
Other Comprehensive
Income



Amount of Gain
(Loss) Recorded
Directly into IncomeThree Months Ended



Three Months EndedMarch 31,
2008

March 31,
2009

Location of Gain (Loss)
Recorded Directly into Income

March 31,
2008

March 31,
2009Derivatives designated as hedging instruments under FSAS 133Interest rate swaps

$
(13
)
$
7

Interest expense, net

$


$
2Derivatives not designated as hedging instruments under FSAS 133Interest rate swaps







Interest expense, net





3Foreign exchange forward contracts







Selling, general and administrative


(2
)

(3
)Foreign exchange impact of cross currency swaps







Selling, general and administrative


77


(49
)$
75

$
(49
)


9. Commitments and Contingencies

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business
practices, intellectual property and other commercial, employment and tax matters. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring
accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is
inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a
material adverse effect on the Company's results of operations or cash flows in a particular reporting period. There are no new significant claims, legal proceedings or inquiries from those previously
reported by the Company in its 2008 Financial Statements included in its Annual Report on Form 10-K filed with the SEC on March 12, 2009.

15

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Commitments and Contingencies (Continued)

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

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

10. Segment Information

Management evaluates the performance of the Company based upon net revenue and "EBITDA", which is defined as income (loss) from operations before income taxes and equity in losses of
investment in Orbitz Worldwide, interest expense, net and depreciation and amortization, each of which is presented on the Company's Consolidated Condensed Statements of Operations.

The
reportable segments presented below represent the Company's operating segments for which separate financial information is available and which is utilized on a regular basis by its
management to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within
Corporate and other. Although not presented herein, the Company also evaluates the performance of its segments based on EBITDA adjusted to exclude the impact of deferred revenue written off due to
purchase accounting on the acquisition of Travelport, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from Cendant, expenses incurred to acquire and
integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line travel platform, non-cash
equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

16

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

10. Segment Information (Continued)

The
Company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

Three Months
Ended
March 31, 2008

Three Months
Ended
March 31, 2009GDSNet revenue

$
592

$
511Segment EBITDA


164


152GTANet revenue


74


42Segment EBITDA


9


(11
)Corporate and otherEBITDA(a)


(30
)

(22
)Combined TotalsNet revenue

$
666

$
553EBITDA

$
143

$
119


---

Provided
below is a reconciliation of EBITDA to loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide:

Three Months
Ended
March 31, 2008

Three Months
Ended
March 31, 2009EBITDA

$
143

$
119Interest expense, net


(86
)

(66
)Depreciation and amortization


(67
)

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

$
(10
)
$
(9
)


Provided
below is a reconciliation of segment assets to total assets:

December 31,
2008

March 31,
2009GDS

$
3,013

$
3,035GTA


1,907


1,755Corporate and other


644


368Total

$
5,564

$
5,158


17

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following consolidating condensed financial information presents the Company's Consolidating Condensed Balance Sheets as of March 31, 2009 and December 31, 2008 and the
Consolidating Condensed Statements of Operations and Statements of Cash Flows for the three months ended March 31, 2009 and 2008 for: (a) Travelport Limited ("the Parent Guarantor");
(b) Waltonville Limited, which is currently in dissolution, and TDS Investor (Luxembourg) s.a.r.l ("the Intermediate Parent Guarantor"); (c) Travelport LLC (formerly known as
Travelport Inc.) ("the Issuer"); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine
the Parent Guarantor, the Intermediate Parent Guarantor and the Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis, respectively.

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Three Months Ended March 31, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
289

$
377

$


$
666Cost and expensesCost of revenue











172


168





340Selling, general and administrative


(2
)




4


10


171





183Restructuring charges











4


5





9Depreciation and amortization











47


20





67Total costs and expenses


(2
)




4


233


364





599Operating income (loss)


2





(4
)

56


13





67Interest expense, net








(82
)

(4
)







(86
)Gain on early extinguishment of debt








9











9Equity in earnings (losses) of subsidiaries


(31
)

(27
)

50








8


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


(29
)

(27
)

(27
)

52


13


8


(10
)Provision for income taxes











(2
)

(10
)




(12
)Equity in losses of investment in Orbitz Worldwide





(7
)













(7
)Net income (loss) before non-controlling interest in subsidiaries


(29
)

(34
)

(27
)

50


3


8


(29
)Net income attributable to non-controlling interest in subsidiaries




















Net income (loss) attributable to Travelport Limited

$
(29
)
$
(34
)
$
(27
)
$
50

$
3

$
8

$
(29
)


18

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS  For the Three Months Ended March 31, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedNet revenue

$


$


$


$
296

$
257

$


$
553Cost and expensesCost of revenue











94


184





278Selling, general and administrative











24


126





150Restructuring charges











5


1





6Depreciation and amortization











45


17





62Total costs and expenses











168


328





496Operating income (loss)











128


(71
)




57Interest expense, net








(63
)

(3
)







(66
)Equity in earnings (losses) of subsidiaries


(171
)

59


122








(10
)

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


(171
)

59


59


125


(71
)

(10
)

(9
)Provision for income taxes











(2
)

2





Equity in losses of investment in Orbitz Worldwide





(161
)













(161
)Net income (loss) before non-controlling interest in subsidiaries


(171
)

(102
)

59


123


(69
)

(10
)

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











(1
)







(1
)Net income (loss) attributable to Travelport Limited

$
(171
)
$
(102
)
$
59

$
122

$
(69
)
$
(10
)
$
(171
)


19

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of December 31, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
94

$


$


$
189

$
62

$


$
345Accounts receivable, net











78


294





372Deferred income taxes














7





7Other current assets


5





59


39


98





201Total current assets


99





59


306


461





925Investment in subsidiary/intercompany


321


(1,082
)

2,652








(1,891
)

Property and equipment, net











407


84





491Goodwill











990


742





1,732Trademarks and tradenames











313


186





499Other intangible assets, net











945


607





1,552Non-current deferred income taxes











3


(3
)




Investment in Orbitz Worldwide





214














214Other non-current assets


6





33


78


34





151Total assets

$
426

$
(868
)
$
2,744

$
3,042

$
2,111

$
(1,891
)
$
5,564Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
27

$
113

$


$
140Accrued expenses and other current liabilities


14


38


80


125


501





758Current portion of long-term debt








10


9








19Total current liabilities


14


38


90


161


614





917Long-term debt








3,736


47








3,783Deferred income taxes











30


208





238Other non-current liabilities











152


55





207Total liabilities


14


38


3,826


390


877





5,145Total shareholders' equity/intercompany


412


(906
)

(1,082
)

2,652


1,227


(1,891
)

412Non-controlling interest in subsidiaries














7





7Total equity


412


(906
)

(1,082
)

2,652


1,234


(1,891
)

419Total liabilities and equity

$
426

$
(868
)
$
2,744

$
3,042

$
2,111

$
(1,891
)
$
5,564


20

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED BALANCE SHEET  As of March 31, 2009

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
94

$


$


$
121

$
53

$


$
268Accounts receivable, net











86


293





379Deferred income taxes














7





7Other current assets


2





21


35


93





151Total current assets


96





21


242


446





805Investment in subsidiary/intercompany


55


(1,316
)

2,373








(1,112
)

Property and equipment, net











391


77





468Goodwill











990


703





1,693Trademarks and tradenames











313


176





489Other intangible assets, net











759


727





1,486Investment in Orbitz Worldwide





53














53Non-current deferred income taxes











3


(3
)




Other non-current assets


6





31


79


48





164Total assets

$
157

$
(1,263
)
$
2,425

$
2,777

$
2,174

$
(1,112
)
$
5,158Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$


$


$


$
23

$
88

$


$
111Accrued expenses and other current liabilities


11


30


50


139


485





715Current portion of long-term debt








10


10








20Total current liabilities


11


30


60


172


573





846Long-term debt








3,681


45








3,726Deferred income taxes











30


197





227Other non-current liabilities











149


56





205Total liabilities


11


30


3,741


396


826





5,004Total shareholders' equity/intercompany


146


(1,293
)

(1,316
)

2,373


1,348


(1,112
)

146Non-controlling interest in subsidiaries











8








8Total equity


146


(1,293
)

(1,316
)

2,381


1,348


(1,112
)

154Total liabilities and equity

$
157

$
(1,263
)
$
2,425

$
2,777

$
2,174

$
(1,112
)
$
5,158


21

---





Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED  CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS  For the Three Months Ended March 31, 2008

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss) attributable to Travelport Limited

$
(29
)
$
(34
)
$
(27
)
$
50

$
3

$
8

$
(29
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











47


20





67Deferred income taxes











(2
)

(2
)




(4
)Provision for bad debts











2


2





4Gain on early extinguishment of debt








(9
)










(9
)Amortization of debt issuance costs








5











5Equity in losses of investment in Orbitz Worldwide





7














7FASA liability











(8
)







(8
)Equity in losses of subsidiaries


31


27


(50
)







(8
)

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











(21
)

(57
)




(78
)Other current assets











3


(7
)




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








(24
)

(10
)

43





9Other


(2
)




3


(7
)

(5
)




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








(102
)

54


(3
)




(51
)Investing activitiesProperty and equipment additions











(8
)

(5
)




(13
)Acquisition related payments











(3
)







(3
)Net intercompany funding


(112
)

(3
)

140


(32
)

7





Other





3








(4
)




(1
)Net cash provided by (used in) investing activities


(112
)




140


(43
)

(2
)




(17
)Financing activitiesPrincipal payments on borrowings








(38
)










(38
)Net cash used in financing activities








(38
)










(38
)Effect of changes in exchange rates on cash and cash equivalents














4





4Net increase (decrease) in cash and cash equivalents


(112
)







11


(1
)




(102
)Cash and cash equivalents at beginning of period


221








(6
)

94





309Cash and cash equivalents at end of period

$
109

$


$


$
5

$
93

$


$
207


22

---



Table of Contents

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. 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

Parent
Guarantor

Intermediate
Parent
Guarantor

Issuer

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Travelport
ConsolidatedOperating activitiesNet income (loss) attributable to Travelport Limited

$
(171
)
$
(102
)
$
59

$
122

$
(69
)
$
(10
)
$
(171
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization











45


17





62Deferred income taxes











1


(3
)




(2
)Provision for bad debts














5





5Amortization of debt issuance costs








4











4Gain on interest rate derivative instruments








(5
)










(5
)Equity in losses of investments in Orbitz Worldwide





161














161Non-controlling interest in subsidiaries











1








1FASA liability











(8
)







(8
)Equity in losses of subsidiaries


171


(59
)

(122
)







10


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











(8
)

(13
)




(21
)Other current assets











4


2





6Accounts payable, accrued expenses and other current liabilities








(30
)

10


(12
)




(32
)Other








(3
)

(4
)

(2
)




(9
)Net cash provided by (used in) operating activities








(97
)

163


(75
)




(9
)Investing activitiesProperty and equipment additions











(9
)

(2
)




(11
)Net intercompany funding


42





100


(213
)

71





Net cash provided by (used in) investing activities


42





100


(222
)

69





(11
)Financing activitiesPrincipal payments on borrowings








(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


23

---





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 and with the 2008 consolidated financial statements included in our Annual Report on
Form 10-K filed with the SEC on March 12, 2009. 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 dollar
amounts are in millions.

Segments

GDSThe GDS primarily focuses on electronic travel distribution services
that connect travel suppliers to travel agencies, who in turn distribute travel and travel-related products and services to their customers. In addition, the GDS businesses offer transaction
processing solutions for travel suppliers and other travel industry customers. The GDS businesses consist principally of:



GTAA leading wholesaler of accommodation and destination services to travel agencies and tour operators, who then sell to
individual travelers or groups of travelers. The GTA businesses consist principally of:



RESULTS OF OPERATIONS

Management uses Segment EBITDA (defined as income (loss) from operations before income taxes and equity in losses of investment in
Orbitz Worldwide, interest expense, net and depreciation and amortization) to measure operating performance. Segment EBITDA is not a recognized term under US GAAP and does not purport to be an
alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Segment EBITDA is not intended to be a measure of
free cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The Company's
presentation of Segment EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of the Company's results as reported under
US GAAP. Management believes Segment EBITDA is helpful in highlighting trends because Segment EBITDA excludes the results of decisions that are outside the control of operating management and
can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital
investments. Management compensates for the limitations of using non-GAAP financial measures by

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using
them to supplement US GAAP results to provide a more complete understanding of the factors and trends affecting the business.

As
not all companies use identical calculations, the Company's presentation of Segment EBITDA may not be comparable to other similarly titled measures of other companies.

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Three Months
Ended
March 31,

Change2008

2009

$

%Net revenue

$
666


$553

$
(113
)

(17
)Costs and expensesCost of revenue


340


278


62


18Selling, general and administrative


183


150


33


18Restructuring charges


9


6


3


33Depreciation and amortization


67


62


5


7Total costs and expenses


599


496


103


17Operating income


67


57


(10
)

(15
)Interest expense, net


(86
)

(66
)

20


23Gain on early extinguishment of debt


9





(9
)

(100
)Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide


(10
)

(9
)

1


(10
)Provision for income taxes


(12
)




12


100Equity in losses of investment in Orbitz Worldwide


(7
)

(161
)

(154
)

*Net loss before non-controlling interest in subsidiaries


(29
)

(170
)

(141
)

*Net income attributable to non-controlling interest in subsidiaries





(1
)

(1
)

*Net loss attributable to Travelport Limited

$
(29
)

$(171
)
$
(142
)

*


---

The
reportable segments presented below represent our operating segments for which separate financial information is available and which is utilized on a regular basis by our management
to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within Corporate
and other. Although not presented herein, we also evaluate the performance of our segments based on EBITDA adjusted to exclude the impact of deferred revenue written off due to purchase accounting on
the acquisition of Travelport by an affiliate of The Blackstone Group, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from Cendant, expenses incurred
to acquire and integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line travel platform,
non-cash equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

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Our
results on a segment basis for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 are as follows:

Three Months
Ended
March 31,

Change2008

2009

$

%GDSNet revenue

$
592
(a)
$
511
(a)

$(81
)

(14
)Segment EBITDA


164
(b)

152
(c)

(12
)

(7
)GTANet revenue


74


42


(32
)

(43
)Segment EBITDA


9
(d)

(11
)(e)

(20
)

(222
)Corporate and other(h)EBITDA


(30)
(f)

(22)
(g)

8


27Combined TotalsNet revenue

$
666

$
553


(113
)

(17
)EBITDA

$
143

$
119


(24
)

(17
)


---

Three Months
Ended
March 31,2008

2009Corporate and unallocated expenses

$
(21
)
$
(15
)Gain on early extinguishment of debt


9


Restructuring and related activities


(2
)

(2
)Transaction and integration costs


(12
)

(2
)Sponsor monitoring





(3
)Other, including loss on foreign currency


(4
)

$
(30
)
$
(22
)


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Table of Contents

Provided
below is a reconciliation of EBITDA to loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide:

Three Months
Ended
March 31,2008

2009EBITDA

$
143

$
119Interest expense, net


(86
)

(66
)Depreciation and amortization


(67
)

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

$
(10
)
$
(9
)


Net Revenue

Net revenue decreased $113 million (17%) as a result of an $81 million (14%) decrease in GDS net revenue and a
$32 million (43%) decrease in GTA net revenue.

GDS
net revenue decreased $81 million primarily as a result of a $73 million decrease in GDS revenue and an $8 million decrease in IT services revenue. The GDS revenue
decrease is due to a $68 million decrease in GDS booking fees and a $5 million decrease in other GDS revenue. Americas booking fees decreased by $23 million (12%) due to a 16%
decline in segments, partially offset by a 5% increase in yield. EMEA booking fees decreased by $34 million (15%) due to a 17% decline in segments, partially offset by a 3% increase in yield.
Asia Pacific booking fees decreased $11 million (15%) due to a 16% decline in segments, partially offset by a 1% increase in yield. Other GDS revenue decreased $5 million primarily as a
result of a decrease in subscriber fees. IT services revenue decreased $8 million primarily due to a decrease in fares, pricing and hosting revenues.

GDS
has continued to experience reduced global demand, as reflected in the reduction in segments, which is attributable to the current global economic conditions, including lowered
consumer confidence, reduced business travel and a reduction in airline capacity.

GTA
net revenue decreased $32 million (43%) primarily as a result of a 30% decrease in total transaction value ("TTV"). The decline in TTV is driven by 19% lower room nights and a
12% reduction in average daily rates.

Cost of Revenue

Cost of revenue decreased $62 million (18%) as a result of a decrease in GDS of $58 million, and a decrease in GTA of
$4 million.

GDS
cost of revenue decreased $58 million (18%), primarily as a result of a $19 million (18%) decrease in telecommunications and technology costs, and a $39 million
(17%) decrease in support payments and commissions. The decrease in telecommunications and technology costs reflect the synergies realized following the Worldspan acquisition, including the migration
of our data center. The synergies have contributed to a reduction in costs of approximately $18 million in 2009 compared to approximately $4 million in 2008. The 17% decrease in support
payments and commissions is consistent with our worldwide decline in volume.

GTA
cost of revenue decreased $4 million (31%) as a result of a decrease in TTV of 30%.

Selling, General and Administrative Expenses (SG&A)

SG&A decreased $33 million (18%) primarily due to decreases in the GDS and GTA of $7 million and $9 million,
respectively, and a $17 million decrease in Corporate and other.

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GDS
SG&A decreased $7 million (7%) primarily as a result of $9 million of incremental synergies realized during 2009 as a result of the Worldspan acquisition, partially
offset by $2 million increase in other administrative costs including costs associated with establishing a new sales and marketing organization in the Middle East. The synergies have
contributed to a reduction in costs of approximately $15 million in 2009 compared to $6 million in 2008.

GTA
SG&A decreased $9 million (18%) primarily due to the favorable impact of foreign currency and to decreased travel, outside services and other costs, partially offset by
increased bad debt expense of $4 million due to delinquencies experienced in the three months ended March 31, 2009.

Corporate
and other SG&A decreased $17 million (46%) primarily as a result of (i) a $10 million reduction in transaction costs and consulting fees as a result of the
one-time transaction costs incurred in 2008, (ii) a $7 million decrease in compensation expense and various other administrative costs as a result of a reduction in incentive
compensation expense as a result of not meeting earnings expectations and $3 million of Worldspan synergies realized during 2009.

Restructuring Charges

Restructuring charges decreased $3 million primarily as a result of a $4 million decrease in restructuring charges in the
GDS segment, partially offset by a $1 million increase in the GTA segment. For the three months ended March 31, 2009, approximately $2 million in restructuring charges have been
recorded in each of the GDS and GTA segments and $2 million has been recorded within Corporate and other. For the three months ended March 31, 2008, approximately $6 million and
$1 million of the restructuring charges have been recorded within the GDS and GTA segments, respectively, and approximately $2 million has been recorded within Corporate and other.

Depreciation and Amortization

Depreciation and amortization decreased $5 million (7%) primarily due to (i) a $4 million decrease in depreciation
expense as a result of accelerated depreciation in 2008 on certain assets relating to the integration of the GDS data center and a (ii) $1 million decrease in amortization expense due to
foreign exchange rate fluctuations.

Interest Expense, Net

Interest expense, net decreased by $20 million (23%) primarily due to (i) a $10 million reduction due to lower
interest rates on our term loan facility, (ii) an $8 million reduction as a result of the change in fair value of our interest rate swaps that are not classified as cash flow hedges, and
(iii) a $2 million reduction due to a decrease in the long-term debt balance outstanding.

Provision for Income Taxes

We have no income tax expense for the three months ended March 31, 2009 primarily as a result of lower earnings in foreign
jurisdictions. We recorded an income tax expense of $12 million for the three months ended March 31, 2008 primarily as a result of the tax on foreign
earnings which cannot be offset by losses incurred in the Unites States for which we have a valuation allowance.

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Liquidity and Capital Resources

Our principal source of liquidity is cash flow generated from operations, although the first quarter is typically our seasonally
weakest quarter for cash generation. We used $9 million in cash from operations during the three months ended March 31, 2009, which is a $42 million improvement over the same
period in 2008. The principal uses of cash are to fund planned operating expenditures, capital expenditures, including investments in products and technology offerings, interest payments on debt and
any mandatory or discretionary principal payments on debt issuances. As of March 31, 2009, our financing needs were supported by $11 million of available capacity under our revolving
credit facility reflecting the available capacity of $270 million less outstanding borrowings of $259 million and $8 million of capacity under our synthetic letter of credit
facility.

Cash Flows

At March 31, 2009, we had $268 million of cash and cash equivalents, a decrease of $77 million as compared to
December 31, 2008. The following table summarizes such decrease:

Three Months
Ended
March 31,

Change2008

2009

$Cash provided by (used in):Operating activities

$
(51
)
$
(9
)
$
42Investing activities


(17
)

(11
)

6Financing activities


(38
)

(54
)

(16
)Effects of exchange rate changes


4


(3
)

(7
)Net change in cash and cash equivalents from continuing operations

$
(102
)
$
(77
)
$
25


Operating Activities.For the three months ended March 31, 2009, our cash used in operations was $9 million as compared to
cash used in
operations of $51 million for the three months ended March 31, 2008. The lower use of cash is due primarily to an increase in working capital as a result of accounts receivables which
resulted in a cash use of $21 million during 2009 compared to a cash use of $78 million for 2008, offset by the timing of cash used for accounts payables, accrued expenses and other
current liabilities which resulted in a cash use of $32 million during 2009 compared to a cash source of $9 million during 2008.

Investing Activities.The use of cash from investing activities for the three months ended March 31, 2009 was driven by
$11 million of
capital expenditures. The use of cash from investing activities for the three months ended March 31, 2008 was driven by $13 million of capital expenditures and $3 million of
acquisition related payments.

Financing Activities.The use of cash from financing activities for the three months ended March 31, 2009 was $54 million due
to
$42 million in cash distributions to our parent company, $7 million of payments for a net share settlement for participants of our long-term equity plan, $3 million
for mandatory term loan payments and $2 million of capital lease payments. The use of cash from financing activities for the three months ended March 31, 2008 was due to
$38 million in cash used to repurchase debt in 2008.

Debt and Financing Arrangements

The principal amount outstanding under the Euro-denominated long-term debt decreased by approximately
$51 million as a result of foreign exchange fluctuations, which are fully offset with

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foreign
exchange hedge instrument contracts. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on our Consolidated Condensed Balance Sheet. We
repaid approximately $3 million of debt under our senior secured credit facility as required under the senior secured credit agreement and approximately $2 million under our capital
lease obligations.

As
of December 31, 2008, we had an aggregate revolving credit facility commitment of $300 million with a consortium of banks, including Lehman Commercial Paper Inc.
("LCPI"), a subsidiary of Lehman. The $300 million revolving credit agreement has been reduced by $30 million due to LCPI's status as a defaulting lender. As of March 31, 2009,
there were $259 million of borrowings outstanding under the revolving credit facility with a remaining capacity of $11 million. As of March 31, 2009 we had approximately
$142 million of commitments outstanding under the synthetic letter of credit facility, including commitments of approximately $65 millions in letters of credit issued by us on behalf of
Orbitz Worldwide pursuant to our Separation Agreement with Orbitz Worldwide. As of March 31, 2009, this facility has a remaining capacity of $8 million.

As
of March 31, 2009, we were in compliance with all restrictive and financial covenants related to our long-term debt.

Foreign Currency Risk

We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our
foreign currency denominated receivables and payables, Euro-denominated term loan debt and notes and forecasted earnings of foreign subsidiaries. We primarily enter into derivative
instruments to manage our foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts we utilize do not qualify for hedge accounting treatment
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely
offset the impact of changes in the value of the underlying risk that they are intended to economically hedge.

Interest Rate Risk

A portion of the debt used to finance much of our operations is exposed to interest rate fluctuations. We use various hedging
strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at March 31, 2009 was to
interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. We currently use interest rate swaps as the derivative instrument in these hedging
strategies. Several derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges.

Contractual Obligations

Our future contractual obligations have not changed significantly from the amounts reported within our 2008 financial statements
included in our Annual Report on Form 10-K filed with the SEC on March 12, 2009. Any changes to our obligations related to our indebtedness are presented above within the
section entitled "Debt and Financing Arrangements."

Item 3.    Quantitative And Qualitative Disclosures About Market Risk

We assess our market risk based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that
measures the potential impact in earnings, fair values, and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency rates. We used March 31, 2009
market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and

30

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exchange
rates. We have determined, through such analyses, that the impact of a 10% change in interest and foreign currency exchange rates and prices on our earnings, fair values and cash flows would
not be material. There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K for the year ended December 31,
2008 filed with the SEC on March 12, 2009.

Item 4.    Controls and Procedures





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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

Item 1A.    Risk Factors

See Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended
December 31, 2008 filed with the SEC on March 12, 2009 for a detailed discussion of the risk factors affecting our Company. Other than as set forth below, there are no material changes
from the risk factors previously disclosed in our Annual Report on Form 10- K for the year ended December 31, 2008.



Our businesses are subject to the risks of nonpayment and nonperformance by our customers who may fail to make payments according to
the terms of our agreements with such customers. For example, our GTA business directly pays hotels for hotel rooms and then relies on its tour operator customers to reimburse GTA for the amounts paid
to the hotels. Some of our customers, counterparties and suppliers may be highly leveraged, not well capitalized and subject to their own operating and regulatory risks and, even if our credit review
and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. Currently, some of the tour operators with which GTA does business have defaulted on their
obligations to pay GTA, which has caused losses to GTA, and such non-payment may continue, and the frequency may increase, in the future. Given the ongoing credit crisis and volatility of
the financial markets, we believe customer credit risk will most likely increase in 2009. A lack of liquidity in the capital markets or the continuation of the global recession may cause our customers
to increase the time they take to pay or to default on their payment obligations, which could negatively affect our results. In addition, continued weakness in the economy could cause some of our
customers to become illiquid, delay payments or adversely affect our collection on their accounts, which could result in a higher level of bad debt expense. We manage our exposure to credit risk
through credit analysis and monitoring procedures, and sometimes use credit agreements, prepayments, security deposits and bank guarantees. However, these procedures and policies cannot fully
eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, it could negatively affect our financial condition and results of operations.



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



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

We
may also be adversely affected by shifting trends in the travel industry. For example, a significant portion of the revenue of our GTA business is attributable to the distribution of
travel packages that combine accommodation, destination services and transportation through traditional wholesale and tour operators that serve both group and individual travelers. In certain markets,
an increasing proportion of travel is shifting away from that method of organizing and booking travel towards more independent, unpackaged travel, where travelers book the individual components of
their travel separately. To the extent our GTA business or other components of our business are unable to adapt to such shifting trends, our results of operations may be adversely affected.



We operate in approximately 160 countries. The principal risks to which we are subject as a result of having global operations
are:



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We own approximately 48% of the outstanding equity of Orbitz Worldwide. We are required under generally accepted accounting principles
to review our investments in equity interests for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. We have an equity investment in Orbitz Worldwide
that we evaluate quarterly for impairment. This analysis is focused on the market value of Orbitz Woldwide shares as compared to the book value of such shares. Factors that could lead to impairment of
our investment in the equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or
an announcement of adverse changes or events by, Orbitz Worldwide.

During
the three months ended March 31, 2009, Orbitz Worldwide experienced a significant decline in its stock price and a decline in its operating results due to continued
weakness in economic and industry conditions. These factors, coupled with an increase in competitive pressures, resulted in Orbitz Worldwide concluding that its goodwill and intangible assets were
impairment, and Orbitz Worldwide recorded a non-cash impairment charge of $332 million. As a result of losses incurred by Orbitz Worldwide during 2009, we have recorded a non-cash charge of
$161 million related to our investment. We may be required in the future to record additional charges to earnings if our investment in equity of Orbitz Worldwide becomes further impaired. Any such
charges would adversely impact our results of operations.

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

Not Applicable.

Item 3.    Defaults Upon Senior Securities.

Not Applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 5.    Other Information.

Not Applicable.

Item 6.    Exhibits.

See Exhibit Index.

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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 LIMITED                                                                              
|Date: May 12, 2009 |  | /s/ MICHAEL E. RESCOE Michael E. Rescoe Executive Vice President and Chief Financial Officer    
|Date: May 12, 2009 |  | /s/ WILLIAM J. SEVERANCE William J. Severance Senior Vice President and Chief Accounting Officer

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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 onForm S-4 of Travelport Limited
(333-141714) filed on March 30, 2007).10.1

Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated 2006 Interest Plan.10.2

Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units)U.S. Senior Leadership Team.10.3

Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) for Gordon Wilson.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.


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36

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