##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    2011oro

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)   300
    Galleria Parkway
    Atlanta, GA 30339 (Address
    of principal executive offices, including zip code)(770) 563-7400(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
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer x
    Smaller
    reporting
    company o   Rule 12b-2 o x




---



##### 





Table of
    Contents
   
 PagePART I

Financial Information

3Item 1.

Financial Statements (unaudited)

3Consolidated Condensed Statements of Operations
    for the Three Months Ended March 31, 2011 and 2010
    (unaudited)

3Consolidated Condensed Balance Sheets as of
    March 31, 2011 (unaudited) and December 31, 2010

4Consolidated Condensed Statements of Cash Flows
    for the Three Months Ended March 31, 2011 and 2010
    (unaudited)

5Consolidated Condensed Statement of Changes in
    Total Equity for the Three Months Ended March 31, 2011
    (unaudited)

6Notes to the Consolidated Condensed Financial
    Statements (unaudited)

7Item 2.

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

26Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

36Item 4.

Controls and Procedures

36PART II

Other Information

37Item 1.

Legal Proceedings

37Item 1A.

Risk Factors

37Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

37Item 3.

Defaults upon Senior Securities

37Item 4.

Removed and Reserved

37Item 5.

Other Information

37Item 6.

Exhibits

37Signatures

38EX-10.1EX-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 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-Q,
   2




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2011


2010Net revenue


531



536Costs and expensesCost of revenue


317



303Selling, general and administrative


76



112Restructuring charges


3



1Depreciation and amortization


56



48Total costs and expenses


452



464Operating income


79



72Interest expense, net


(77
)


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


2



6Provision for income taxes


(11
)


(15
)Equity in losses of investment in Orbitz Worldwide


(5
)


(3
)Net loss from continuing operations


(14
)


(12
)Loss from discontinuing operations, net of tax


(10
)


(9
)Net loss


(24
)


(21
)Net loss attributable to non-controlling interest in subsidiaries


1



Net loss attributable to the Company


(23
)


(21
)    3




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##### Table of Contents



TRAVELPORT
    LIMITEDCONSOLIDATED CONDENSED BALANCE
    SHEETS
    (unaudited)
  March 31,(in $ millions)

2011


December 31, 2010AssetsCurrent assets:Cash and cash equivalents


174



94Accounts receivable (net of allowances for doubtful accounts of
    $25 and $24)


215



161Deferred income taxes


4



4Assets of discontinuing operations


1,047



1,066Other current assets


234



185Total current assets


1,674



1,510Property and equipment, net


465



484Goodwill


986



986Trademarks and tradenames


314



314Other intangible assets, net


747



770Investment in Orbitz Worldwide


85



91Non-current deferred income tax


4



4Other non-current assets


351



341Total assets


4,626



4,500Liabilities and equityCurrent liabilities:Accounts payable


105



72Accrued expenses and other current liabilities


521



474Liabilities of discontinuing operations


549



555Current portion of long-term debt


18



18Total current liabilities


1,193



1,119Long-term debt


3,842



3,796Deferred income taxes


40



37Other non-current liabilities


215



220Total liabilities


5,290



5,172Commitments and contingencies (Note 12)Shareholders equity:Common shares $1.00 par value; 12,000 shares
    authorized; 12,000 shares issued and outstanding






Additional paid in capital


1,011



1,011Accumulated deficit


(1,709
)


(1,686
)Accumulated other comprehensive income (loss)


22



(9
)Total shareholders equity


(676
)


(684
)Equity attributable to non-controlling interest in subsidiaries


12



12Total equity


(664
)


(672
)Total liabilities and equity


4,626



4,500    4




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2011


2010Operating activities of continuing operationsNet loss


(24
)


(21
)Loss from discontinuing operations


10



9Net loss from continuing operations


(14
)


(12
)Adjustments to reconcile net loss from continuing operations to
    net cash provided by (used in) operating activities of
    continuing operations:Depreciation and amortization


56



48Amortization of debt finance costs


3



4Loss on interest rate derivative instruments


2



2(Gain) loss on foreign exchange derivative instruments


(3
)


1Equity in losses of investment in Orbitz Worldwide ;


5



3FASA liability


(5
)


(5
)Deferred income taxes


3



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


(52
)


(56
)Other current assets


(5
)


1Accounts payable, accrued expenses and other current liabilities


68



(8
)Other


3



1Net cash provided by (used in) operating activities of
    continuing operations


61



(21
)Investing activities of continuing operationsProperty and equipment additions


(18
)


(113
)Investment in Orbitz Worldwide






(50
)Cash received from GTA Business


41



13Other






5Net cash provided by (used in) investing activities of
    continuing operations


23



(145
)Financing activities of continuing operationsPrincipal repayments


(5
)


(8
)Proceeds from new borrowings






100Payments on settlement of derivative contracts






(7
)Net cash (used in) provided by financing activities of
    continuing operations


(5
)


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


1



(1
)Net increase (decrease) in cash and cash equivalents of
    continuing operations


80



(82
)Cash provided by (used in) discontinuing operationsOperating activities


(9
)


(6
)Investing activities


(3
)


(6
)Financing activities


(41
)


(13
)Effect of changes in exchange rates on cash and cash equivalents
    of discontinuing operations


3



(3
)Net cash used in discontinuing operations


(50
)


(28
)Cash and cash equivalents at beginning of period


242



217Cash and cash equivalents at end of period


272



107Less: cash of discontinuing operations


(98
)


(65
)Cash and cash equivalents of continuing operations at end of
    period


174



42Supplementary disclosures of cash flow information for
    continuing operationsInterest payments


99



90Income tax payments, net


3



12    5




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


Non-Additional





Other


ControllingCommon


Paid in


Accumulated


Comprehensive


Interest in


Total(in $ millions)

Stock


Capital


Deficit


Income (Loss)


Subsidiaries


EquityBalance as of January 1, 2011






1,011



(1,686
)


(9
)


12



(672
)Capital contribution from non-controlling interest shareholders


















1



1Comprehensive income (loss)Net loss










(23
)






(1
)


(24
)Currency translation adjustment, net of tax of $0














30







30Realization of loss on cash flow hedges, net of tax of $0














2







2Unrealized actuarial loss on defined benefit plans, net of tax
    of $0














(1
)






(1
)Total comprehensive income






















7Balance as of March 31, 2011






1,011



(1,709
)


22



12



(664
)    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
 7




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  2.
    Recently
    Issued Accounting Pronouncements  Disclosure
    of Supplementary Pro-Forma Information for Business
    Combinations
    Goodwill
    Impairment Testing
    Improving
    Disclosures about Fair Value Measurements
    Amendment
    to Revenue Recognition involving Multiple Deliverable
    Arrangements
   8




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   2.
    Recently
    Issued Accounting Pronouncements (Continued)  Amendment
    to Software Revenue Recognition
    3.
    Discontinuing
    Operations      Three Months Ended


Three Months EndedMarch 31,


March 31,(in $ millions)

2011


2010Net revenue


49



45Operating expenses


64



57Operating loss before income taxes


(15
)


(12
)Benefit from income taxes


5



3Loss from discontinuing operations, net of tax


(10
)


(9
)    9




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   3.
    Discontinuing
    Operations (Continued)    March 31,


December 31,(in $ millions)

2011


2010Cash and cash equivalents


98



148Accounts receivable


180



187Other current assets


26



20Current assets


304



355Goodwill


308



291Trademarks and tradenames


105



99Other intangible assets, net


289



279Other non-current assets


41



42Total assets


1,047



1,066Accounts payable


101



111Accrued expenses and other current liabilities


330



335Current liabilities


431



446Deferred income taxes


105



96Other non-current liabilities


13



13Total liabilities


549



555         4.
    Restructuring
    Charges      (in $ millions)Balance as of January 1, 2011


9Restructuring charges


3Cash payments


(6
)Balance as of March 31, 2011


6  10




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   4.
    Restructuring
    Charges (Continued)    5.
    Other
    Current Assets    March 31,


December 31,(in $ millions)

2011


2010Upfront inducement payments and supplier deposits


76



73Sales and use tax receivables


53



47Derivative assets


41



15Prepaid expenses


16



15Assets held for sale


16



16Other


32



19234



185     6.
    Property
    and Equipment, Net    March 31, 2011


December 31, 2010Accumulated








Accumulated(in $ millions)

Cost


depreciation


Net


Cost


depreciation


NetCapitalized software


591



(240
)


351



573



(256
)


317Furniture, fixtures and equipment


216



(131
)


85



215



(125
)


90Building and leasehold improvements


15



(9
)


6



15



(9
)


6Construction in progress


23







23



71







71845



(380
)


465



874



(390
)


484       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 MonthsEnded


EndedMarch 31,


March 31,(in $ millions)

2011


2010Net revenue


185



187Operating expenses


186



178Impairment of long-lived assets






2Operating (loss) income


(1
)


7Interest expense, net


(10
)


(12
)Loss before income taxes


(11
)


(5
)Income tax provision






Net loss


(11
)


(5
)         8.
    Accrued
    Expenses and Other Current Liabilities    March 31,


December 31,(in $ millions)

2011


2010Accrued commissions and incentives


283



232Accrued payroll and related


46



33Accrued sponsor monitoring fees


42



42Accrued interest expense


37



61Derivative contracts


26



35Accrued travel supplier payments, deferred revenue and customer
    advances


22



17Other


65



54521



474   12




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  9.
    Long-Term
    Debt    March 31,


December 31,(in $ millions)

Maturity

2011


2010Senior Secured Credit AgreementTerm loan facilityDollar denominated

August 2013


172



172Euro denominated

August 2013


62



59Dollar denominated

August 2015


1,517



1,520Euro denominated

August 2015


434



410Tranche S

August 2015


137



137Senior notesDollar denominated floating rate notes

September 2014


123



123Euro denominated floating rate notes

September 2014


229



21797/8%

    Dollar denominated notes

September 2014


443



4439% Dollar denominated notes

March 2016


250



250Senior subordinated notes117/8%

    Dollar denominated notes

September 2016


247



247107/8%

    Euro denominated notes

September 2016


199



187Capital leases and other




47



49Total debt




3,860



3,814Less: current portion




18



18Long-term debt




3,842



3,796          13




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  10.
    Financial
    Instruments      Interest
    Rate Risk
      Foreign
    Currency Risk
        Fair
    Value Disclosures for Derivative Instruments
   14




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##### Table of Contents



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



Fair Value Asset(Liability)



(Liability)Balance Sheet

March 31,

December 31,



March 31,

December 31,(in $ millions)

Location

2011

2010

Balance Sheet Location

2011

2010Interest rate swaps

Other current assets

(2)

(3)

Accrued expenses and other current liabilities

(23)

(32)Interest rate swaps

Other non-current assets

(8)



Other non-current liabilities

(3)

(4)Foreign currency impact of cross currency swaps

Other current assets

18

8Foreign currency forward contracts

Other current assets

25

10

Accrued expenses and other current liabilities

(3)

(3)Foreign currency forward contracts

Other non-current assets

29

5

Other non-current liabilities



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



62

20



(29)

(41)    15




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##### Table of Contents



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




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




Recorded into Income (Loss)Three Months


Three Months




Three Months


Three MonthsEnded


Ended


Location of Gain

Ended


EndedMarch 31,


March 31,


(Loss) Recorded in

March 31,


March 31,(in $ millions)

2011


2010


Income (Loss)

2011


2010Derivatives designated as hedging instruments:Interest rate swaps






(2
)

Interest expense, net


(2
)


(2
)Foreign exchange impact of cross currency swaps






(11
)

Selling, general and administrative






(11
)Foreign exchange forward contracts






(8
)

Selling, general and administrative






Derivatives not designated as hedging instruments:Interest rate swaps









Interest expense, net


(8
)


(10
)Foreign exchange impact of cross currency swaps









Selling, general and administrative


11



Foreign exchange forward contracts









Selling, general and administrative


45



(47
)46



(70
)         Fair
    Value Disclosures for All Financial Instruments
   16




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   10.
    Financial
    Instruments (Continued)    March 31, 2011


December 31, 2010Carrying





Carrying(in $ millions)

Amount


Fair Value


Amount


Fair ValueAsset (liability)Investment in Orbitz Worldwide


85



174



91



273Derivative assets (see above)


62



62



20



20Derivative liabilities (see above)


(29
)


(29
)


(41
)


(41
)Total debt


(3,860
)


(3,736
)


(3,814
)


(3,644
)       11.
    Comprehensive
    Income (Loss)    Three MonthsEnded March 31,(in $ millions)

2011


2010Net loss


(24
)


(21
)Other comprehensive income (loss)Currency translation adjustment, net of tax of $0


30



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


2



(8
)Unrecognized actuarial loss on defined benefit plans, net of tax
    of $0


(1
)


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






4Comprehensive income (loss)


7



(50
)    12.
    Commitments
    and Contingencies  Purchase
    Commitments
   17




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   12.
    Commitments
    and Contingencies (Continued)  Company
    Litigation
  and/or
      Standard
    Guarantees/Indemnifications
   18




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
  13.
    Segment
    Information    14.
    Subsequent
    Events    15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements   19




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2011
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














237



294







531Costs and expensesCost of revenue














143



174







317Selling, general and administrative


(2
)






3



16



59







76Restructuring charges














3











3Depreciation and amortization














48



8







56Total costs and expenses


(2
)






3



210



241







452Operating income (loss)


2







(3
)


27



53







79Interest expense, net










(74
)


(3
)










(77
)Equity in (losses) earnings of subsidiaries


(25
)


(59
)


18











66



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


(23
)


(59
)


(59
)


24



53



66



2Provision for income taxes














(3
)


(8
)






(11
)Equity in losses of investment in Orbitz Worldwide






(5
)


















(5
)Net (loss) income from continuing operations


(23
)


(64
)


(59
)


21



45



66



(14
)Loss from discontinuing operations, net of tax














(3
)


(7
)






(10
)Net (loss) income


(23
)


(64
)


(59
)


18



38



66



(24
)Net loss attributable to non-controlling interest in subsidiaries


















1







1Net (loss) income attributable to the Company


(23
)


(64
)


(59
)


18



39



66



(23
)  20




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##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenue














251



285







536Costs and expensesCost of revenue














156



147







303Selling, general and administrative










3



25



84







112Restructuring charges














1











1Depreciation and amortization














40



8







48Total costs and expenses










3



222



239







464Operating (loss) income










(3
)


29



46







72Interest expense, net










(63
)


(3
)










(66
)Equity in (losses) earnings of subsidiaries


(21
)


(43
)


23











41



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


(21
)


(43
)


(43
)


26



46



41



6Provision for income taxes














(3
)


(12
)






(15
)Equity in losses of investment in Orbitz Worldwide






(3
)


















(3
)Net (loss) income from continuing operations


(21
)


(46
)


(43
)


23



34



41



(12
)Loss from discontinuing operations, net of tax


















(9
)






(9
)Net (loss) income


(21
)


(46
)


(43
)


23



25



41



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


























Net (loss) income attributable to the Company


(21
)


(46
)


(43
)


23



25



41



(21
)  21




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED BALANCE SHEETS
    As of March 31, 2011
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents










103



2



69







174Accounts receivable, net














66



149







215Deferred income taxes


















4







4Assets of discontinuing operations














9



1,038







1,047Other current assets


1







61



42



130







234Total current assets


1







164



119



1,390







1,674Investment in subsidiary/intercompany


(675
)


(1,637
)


1,885











427



Property and equipment, net














382



83







465Goodwill














986











986Trademarks and tradenames














232



82







314Other intangible assets, net














435



312







747Investment in Orbitz Worldwide






85



















85Non-current deferred income taxes


















4







4Other non-current assets










193



41



117







351Total assets


(674
)


(1,552
)


2,242



2,195



1,988



427



4,626Liabilities and shareholders equityCurrent liabilities:Accounts payable














53



52







105Accrued expenses and other current liabilities


2



11



57



27



424







521Liabilities of discontinuing operations














4



545







549Current portion of long-term debt










11



7











18Total current liabilities


2



11



68



91



1,021







1,193Long-term debt










3,802



40











3,842Deferred income taxes














38



2







40Other non-current liabilities










9



141



65







215Total liabilities


2



11



3,879



310



1,088







5,290Total shareholders equity/intercompany


(676
)


(1,563
)


(1,637
)


1,885



888



427



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


















12







12Total equity


(676
)


(1,563
)


(1,637
)


1,885



900



427



(664
)Total liabilities and equity


(674
)


(1,552
)


2,242



2,195



1,988



427



4,626  22




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED BALANCE SHEETS
    As of December 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents










36



1



57







94Accounts receivable, net














61



100







161Deferred income taxes


















4







4Assets of discontinuing operations














5



1,061







1,066Other current assets










36



40



109







185Total current assets










72



107



1,331







1,510Investment in subsidiary/intercompany


(683
)


(1,758
)


1,859











582



Property and equipment, net














399



85







484Goodwill














986











986Trademarks and tradenames














232



82







314Other intangible assets, net














455



315







770Investment in Orbitz Worldwide






91



















91Non-current deferred income taxes


















4







4Other non-current assets










180



43



118







341Total assets


(683
)


(1,667
)


2,111



2,222



1,935



582



4,500Liabilities and shareholders equityCurrent liabilities:Accounts payable














47



25







72Accrued expenses and other current liabilities


1



41



92



82



258







474Liabilities of discontinuing operations














4



551







555Current portion of long-term debt










10



8











18Total current liabilities


1



41



102



141



834







1,119Long-term debt










3,755



41











3,796Deferred income taxes














35



2







37Other non-current liabilities










12



146



62







220Total liabilities


1



41



3,869



363



898







5,172Total shareholders equity/intercompany


(684
)


(1,708
)


(1,758
)


1,859



1,025



582



(684
)Equity attributable to non-controlling interest in subsidiaries


















12







12Total equity


(684
)


(1,708
)


(1,758
)


1,859



1,037



582



(672
)Total liabilities and equity


(683
)


(1,667
)


2,111



2,222



1,935



582



4,500  23




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2011
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activities of continuing operationsNet (loss) income


(23
)


(64
)


(59
)


18



38



66



(24
)Loss from discontinuing operations














3



7







10Net (loss) income from continuing operations


(23
)


(64
)


(59
)


21



45



66



(14
)Adjustments to reconcile net (loss) income of continuing
    operations to net cash provided by (used in) operating
    activities of continuing operations:Depreciation and amortization














48



8







56Amortization of debt finance costs and debt discount










3















3Loss on interest rate derivative instruments










2















2Gain on foreign exchange derivative instruments










(3
)














(3
)Equity in losses of investment in Orbitz Worldwide






5



















5FASA liability














(5
)










(5
)Deferred income taxes














3











3Equity in losses (earnings) of subsidiaries


25



59



(18
)










(66
)


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














(5
)


(47
)






(52
)Other current assets














(2
)


(3
)






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






30







49



(11
)






68Other














3











3Net cash provided by (used in) operating activities of
    continuing operations


2



30



(75
)


112



(8
)






61Investing activities of continuing operationsProperty and equipment additions














(18
)










(18
)Cash received from GTA business














41











41Net intercompany funding


(2
)


(30
)


145



(132
)


19







Net cash (used in) provided by investing activities of
    continuing operations


(2
)


(30
)


145



(109
)


19







23Financing activities of continuing operationsPrincipal repayments










(3
)


(2
)










(5
)Net cash used in financing activities of continuing
    operations










(3
)


(2
)










(5
)Effect of change in exchange rates on cash and cash equivalents
    of continuing operations


















1







1Net increase in cash and cash equivalents of continuing
    operations










67



1



12







80Cash provided by (used in) discontinuing operationsOperating activities














3



(12
)






(9
)Investing activities


















(3
)






(3
)Financing activities


















(41
)






(41
)Effects of changes in exchange rates on cash and cash
    equivalents of discontinuing operations


















3







3Net cash provided by (used in) discontinuing operations














3



(53
)






(50
)Cash and cash equivalents at beginning of period










36



2



204







242Cash and cash equivalents at end of period










103



6



163







272Less cash of discontinuing operations














(4
)


(94
)






(98
)Cash and cash equivalents of continuing operations at end of
    period










103



2



69







174  24




---



##### Table of Contents



TRAVELPORT
    LIMITED
  NOTES TO
    THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (unaudited)
   15.
    Guarantor
    and Non-Guarantor Consolidating Condensed Financial
    Statements (Continued)  TRAVELPORT
    LIMITED
    CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2010
  IntermediateParent


Parent





Guarantor


Non-Guarantor





Travelport(in $ millions)

Guarantor


Guarantor


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedOperating activities of continuing operationsNet (loss) income


(21
)


(46
)


(43
)


23



25



41



(21
)Loss from discontinuing operations


















9







9Net (loss) income from continuing operations


(21
)


(46
)


(43
)


23



34



41



(12
)Adjustments to reconcile net (loss) income of continuing
    operations to net cash provided by operating activities of
    continuing operations:Depreciation and amortization














40



8







48Amortization of debt finance costs and debt discount










4















4Loss on interest rate derivative instruments










2















2Loss on foreign exchange derivative instruments










1















1Equity in losses of investment in Orbitz Worldwide






3



















3FASA liability














(5
)










(5
)Equity in losses (earnings) of subsidiaries


21



43



(23
)










(41
)


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














(9
)


(47
)






(56
)Other current assets














6



(5
)






1Accounts payable, accrued expenses and other current liabilities






10



(31
)


3



10







(8
)Other














(6
)


7







1Net cash provided by (used in) operating activities of
    continuing operations






10



(90
)


52



7







(21
)Investing activities of continuing operationsProperty and equipment additions














(113
)










(113
)Investment in Orbitz Worldwide






(50
)


















(50
)Cash received from GTA business














13











13Net intercompany funding






40



2



22



(64
)






Other














5











5Net cash (used in) provided by investing activities of
    continuing operations






(10
)


2



(73
)


(64
)






(145
)Financing activities of continuing operationsPrincipal repayments










(3
)


(5
)










(8
)Proceeds from new borrowings










100















100Payments on settlement of derivative contracts










(7
)














(7
)Net cash provided by (used in) financing activities of
    continuing operations










90



(5
)










85Effects of changes in exchange rates on cash and cash
    equivalents of continuing operations


















(1
)






(1
)Net increase (decrease) in cash and cash equivalents of
    continuing operations










2



(26
)


(58
)






(82
)Cash provided by (used in) discontinuing operationsOperating activities














3



(9
)






(6
)Investing activities


















(6
)






(6
)Financing activities


















(13
)






(13
)Effects of changes in exchange rates on cash and cash
    equivalents of discontinuing operations


















(3
)






(3
)Net cash provided by (used in) discontinuing operations














3



(31
)






(28
)Cash and cash equivalents at beginning of period














38



179







217Cash and cash equivalents at end of period










2



15



90







107Less cash of discontinuing operations














(1
)


(64
)






(65
)Cash and cash equivalents of continuing operations at end of
    period










2



14



26







42   25




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    our consolidated condensed financial statements and accompanying
    notes thereto included elsewhere in this Quarterly Report on
    Form 10-Q.
    This discussion contains forward-looking statements and involves
    numerous risks and uncertainties. Actual results may differ
    materially from those contained in any forward-looking
    statements. See Forward-Looking Statements beginning
    on page 2 of this
    Form 10-Q.
    Unless otherwise noted, all amounts are in $ millions.
  Overview
        Key
    Performance Indicators (KPIs)
    Three MonthsEndedMarch 31,(in $ millions, except where indicated)

2011


2010Travelport KPIsNet revenue


531



536Operating income


79



72Travelport Adjusted EBITDA


147



142Segments (in millions)Americas


47



47Europe


24



24MEA


10



11APAC


15



14Total


96



96  26




---



##### Table of Contents



Three MonthsEndedMarch 31,(in $ millions)

2011


2010Net loss from continuing operations


(14
)


(12
)Equity in losses of investment in Orbitz Worldwide


5



3Provision for income taxes


11



15Depreciation and amortization


56



48Interest expense, net


77



66EBITDA


135



120Adjustments:Acquisition and corporate transaction
    costs(1)


3



19Restructuring
    charges(2)


3



1Unrealized (gains) losses on foreign exchange derivatives


(3
)


1Other(3)


9



1Total adjustments


12



22Travelport Adjusted EBITDA


147



142     (1)
    
    Acquisition and corporate transaction costs represent costs
    related to strategic transaction costs (including the proposed
    offering of securities in 2010), internal re-organization and
    other costs related to non-core 27




---



##### Table of Contents



business. This amount does not include items classified as
    restructuring charges, which are included as a separate line
    item.(2)
    
    Restructuring charges represent the costs recorded during the
    period to enhance our organizational efficiency and to
    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 for each of the three months ended
    March 31, 2011 and 2010) and an $8 million adjustment
    relating to a revenue reserve booked in the period due to an
    item occurring outside the normal course of operations.  Factors
    Affecting Results of Operations
  Consolidations within the Airline Industry:
  Seasonality:
  Foreign Exchange Movements:
  Restructuring:
 28




---



##### Table of Contents



Results
    of Operations
  Three
    Months Ended March 31, 2011 compared to Three Months Ended
    March 31, 2010
  Three MonthsEndedMarch 31,(in $ millions)

2011


2010Net revenue


531



536Costs and expensesCost of revenue


317



303Selling, general and administrative


76



112Restructuring charges


3



1Depreciation and amortization


56



48Total costs and expenses, net


452



464Operating income


79



72Interest expense, net


(77
)


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


2



6Provision for income taxes


(11
)


(15
)Equity in losses of investment in Orbitz Worldwide


(5
)


(3
)Net loss from continuing operations


(14
)


(12
)Loss from discontinuing operations, net of tax


(10
)


(9
)Net loss


(24
)


(21
)   Net
    Revenue
    Three MonthsEndedMarch 31,


Change(in $ millions)

2011


2010


$


%Transaction processing revenue


479



485



(6
)


(1
)Airline IT solutions revenue


52



51



1



2Net revenue


531



536



(5
)


(1
)     Three Months EndedMarch 31,


Change(in $ millions)

2011


2010


$


%Americas


190



191



(1
)


(1
)Europe


153



148



5



3MEA


55



69



(14
)


(20
)APAC


81



77



4



5Transaction processing revenue


479



485



(6
)


(1
)    29




---



##### Table of Contents



Cost of
    Revenue
    Three MonthsEndedMarch 31,


Change(in $ millions)

2011


2010


$


%Commissions


248



228



20



9Telecommunication and technology costs


69



75



(6
)


(8
)Cost of revenue


317



303



14



5     Selling,
    General and Administrative (SG&A)
    Restructuring
    Charges
    Depreciation
    and Amortization
    Interest
    Expense, Net
    Equity in
    Losses of Investment in Orbitz Worldwide
   30




---



##### Table of Contents



Provision
    for Income Taxes
      Three MonthsEndedMarch 31,(in $ millions)

2011


2010Tax provision at US Federal statutory rate of 35%


1



2Taxes on non-US operations at alternative rates


7



11Liability for uncertain tax positions


1



Valuation allowance provided


1



Non-deductible expenses


1



2Provision for income taxes


11



15   Liquidity
    and Capital Resources
        
    Reducing or deferring discretionary expenditure;
    Selling assets or businesses;
    Re-negotiating financial covenants; and
    Securing additional sources of finance or investment. 31




---



##### Table of Contents



Three MonthsEndedMarch 31,(in $ millions)

2011


2010Travelport Adjusted EBITDA


147



142Less:Interest payments


(99
)


(90
)Tax payments


(3
)


(12
)Changes in operating working capital


30



(48
)FASA liability payments


(5
)


(5
)Other non-cash and adjusting items


(9
)


(8
)Net cash provided by (used in) operating activities of
    continuing operations


61



(21
)Add back interest paid


99



90Capital expenditures on property and equipment additions


(18
)


(113
)Unlevered free cash flow


142



(44
)  32




---



##### Table of Contents



Cash
    flow
    Three Months EndedMarch 31,


Change(in $ millions)

2011


2010


$Cash provided by (used in) continuing operations:Operating activities


61



(21
)


82Investing activities


23



(145
)


168Financing activities


(5
)


85



(90
)Effects of exchange rate changes


1



(1
)


2Net increase (decrease) in cash and cash equivalents of
    continuing operations


80



(82
)


162     Operating Activities of continuing operations.
  Investing Activities of continuing operations.
  Financing Activities of continuing operations.
  Debt
    and Financing Arrangements
       33




---



##### Table of Contents



on-line
  Foreign
    Currency and Interest Rate Risk
       34




---



##### Table of Contents



Contractual
    Obligations
  and/or
  Year Ended March 31,(in $ millions)

2012


2013


2014


2015


2016


Thereafter


TotalDebt


18



18



249



812



2,303



460



3,860Interest
    payments(a)


259



258



253



213



118



28



1,129Operating
    leases(b)


15



13



10



7



4



13



62Purchase commitments and
    other(c)


61



50



37



25











173Total


353



339



549



1,057



2,425



501



5,224     (a)
    
    Interest on floating rate debt and euro denominated debt is
    based on the interest rate and foreign exchange rate as of
    March 31, 2011. As of March 31, 2011, we have
    $37 million of accrued interest on our consolidated
    condensed balance sheet that will be paid in the second quarter
    of 2011. Interest payments exclude the effects of
    mark-to-market
    adjustments on related hedging instruments.(b)
    
    Primarily reflects non-cancellable operating leases on
    facilities and data processing equipment.(c)
    
    Primarily reflects our agreement with a third party for data
    center services. Our obligations related to defined benefit and
    post-retirement plans are actuarially determined on an annual
    basis at our financial year end. As of March 31, 2011, plan
    contributions of $9 million are expected to be made during
    the remainder of 2011. Funding projections beyond 2011 are not
    practical to estimate and, therefore, no payments have been
    included in the table above. 35




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  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. 36




---



##### Table of Contents



PART IIOTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.  Form 10-K
  Item 1A.
    Risk
    Factors.  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.  Form 10-K
  Item 6.
    Exhibits.   37




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##### Table of Contents



SIGNATURES    TRAVELPORT LIMITEDDate: May 13, 2011

By:

/s/  Philip
    EmeryPhilip
    EmeryExecutive Vice President and Chief Financial OfficerDate: May 13, 2011

By:

/s/  Simon
    GraySimon
    GraySenior Vice President and Chief Accounting Officer  38




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1

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

Memorandum of Association and By-laws of Travelport Limited
    (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference
    to Exhibit 3.4 to the Registration Statement on
    Form S-4
    of Travelport Limited
    (333-141714)
    filed on March 30, 2007).10
.1

Letter Agreement, dated as of February 1, 2011, between
    Orbitz Worldwide, Inc. and Travelport, LP.*31
.1

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

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


Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Portions of this document have been omitted and filed separately
    with the Securities and Exchange Commission pursuant to a
    request for confidential treatment pursuant to
    Rule 24b-2. 39