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 1934

For the quarterly period ended March 31, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to        

Commission File No. 333-141714

Travelport Limited

(Exact name of registrant as specified in its charter)

Bermuda	98-0505100
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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)

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  ¨    No  x

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  x    No  ¨

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. (Check one):

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
(Do not check if a smaller reporting company)

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

As of May 9, 2013, there were 12,000 shares of the Registrants’ common stock, par value $1.00 per share, outstanding.

Table of Contents

		Page
PART I	Financial Information		3
Item 1.	Financial Statements (unaudited)		3
	Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2013 and 2012 (unaudited)		3
	Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and 2012 (unaudited)		4
	Consolidated Condensed Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012		5
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (unaudited)		6
	Notes to the Consolidated Condensed Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35
Item 4.	Controls and Procedures		36
PART II	Other Information		37
Item 1.	Legal Proceedings		37
Item 1A.	Risk Factors		37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 3.	Defaults upon Senior Securities		37
Item 4.	Mine Safety Disclosures		37
Item 5.	Other Information		38
Item 6.	Exhibits		38
	Signatures		39

1

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. References within this Quarterly Report on Form 10-Q to “we”, “our” or “us” means Travelport Limited, a Bermuda company, and its subsidiaries.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results of continuing operations or those anticipated or predicted by these forward-looking statements:

• 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 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 and the economic conditions in the eurozone;

• pricing, regulatory and other trends in the travel industry;

• risks associated with doing business in multiple countries and in multiple currencies;

• our ability to achieve expected cost savings from our efforts to improve operational efficiency;

• maintenance and protection of our information technology and intellectual property; and

• financing plans and access to adequate capital on favorable terms.

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 section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2013, 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 actual results to differ materially from the expectations described in the 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, financial position and cash flows.

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.

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in $ millions)	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
Net revenue		548		550
Costs and expenses
Cost of revenue		333		322
Selling, general and administrative		94		105
Depreciation and amortization		52		57
Total costs and expenses		479		484
Operating income		69		66
Interest expense, net		(70)		(67)
Loss before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(1)		(1)
Provision for income taxes		(11)		(8)
Equity in earnings (losses) of investment in Orbitz Worldwide		2		(3)
Net loss		(10)		(12)
Net loss attributable to non-controlling interest in subsidiaries		—		1
Net loss attributable to the Company		(10)		(11)

See Notes to the Consolidated Condensed Financial Statements

3

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in $ millions)	Three Months Ended March  31, 2013		Three Months Ended March  31, 2012
Net loss		(10)		(12)
Other comprehensive income, net of tax
Currency translation adjustment, net of tax		(3)		2
Unrealized gain (loss) on equity investment, net of tax		5		(2)
Other comprehensive income, net of tax		2		—
Comprehensive loss		(8)		(12)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		1
Comprehensive loss attributable to the Company		(8)		(11)

See Notes to the Consolidated Condensed Financial Statements

4

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)

(in $ millions)	March 31, 2013		December 31, 2012
Assets
Current assets:
Cash and cash equivalents		108		110
Accounts receivable (net of allowances for doubtful accounts of $19 and $16)		210		150
Deferred income taxes		2		2
Other current assets		252		220
Total current assets		572		482
Property and equipment, net		402		416
Goodwill		986		986
Trademarks and tradenames		314		314
Other intangible assets, net		579		599
Cash held as collateral		137		137
Investment in Orbitz Worldwide		7		—
Non-current deferred income tax		6		6
Other non-current assets		203		218
Total assets		3,206		3,158
Liabilities and equity
Current liabilities:
Accounts payable		68		74
Accrued expenses and other current liabilities		561		537
Deferred income taxes		38		38
Current portion of long-term debt		92		38
Total current liabilities		759		687
Long-term debt		3,372		3,392
Deferred income taxes		8		7
Other non-current liabilities		277		274
Total liabilities		4,416		4,360
Commitments 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		718		718
Accumulated deficit		(1,757)		(1,747)
Accumulated other comprehensive loss		(187)		(189)
Total shareholders’ equity		(1,226)		(1,218)
Equity attributable to non-controlling interest in subsidiaries		16		16
Total equity		(1,210)		(1,202)
Total liabilities and equity		3,206		3,158

See Notes to the Consolidated Condensed Financial Statements

5

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

(in $ millions)	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
Operating activities
Net loss		(10)		(12)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		52		57
Equity-based compensation		—		2
Amortization of debt finance costs and debt discount		7		9
Non-cash interest on Second Priority Secured Notes		4		3
Gain on interest rate derivative instruments		—		(2)
Loss (gain) on foreign exchange derivative instruments		7		(6)
Equity in (earnings) losses of investment in Orbitz Worldwide		(2)		3
FASA liability		—		(3)
Defined benefit pension plan funding		—		(2)
Changes in assets and liabilities:
Accounts receivable		(60)		(47)
Other current assets		(12)		(11)
Accounts payable, accrued expenses and other current liabilities		(2)		20
Other		(5)		18
Net cash (used in) provided by operating activities		(21)		29
Investing activities
Property and equipment additions		(23)		(15)
Financing activities
Repayment of revolver borrowings		—		(35)
Proceeds from revolver borrowings		53		25
Repayment of capital lease obligations		(4)		(4)
Debt finance costs		(2)		—
Payments on settlement of foreign exchange derivative contracts		(7)		(16)
Proceeds from settlement of foreign exchange derivative contracts		2		—
Other		—		1
Net cash provided by (used in) financing activities		42		(29)
Net decrease in cash and cash equivalents		(2)		(15)
Cash and cash equivalents at beginning of period		110		124
Cash and cash equivalents at end of period		108		109
Supplementary disclosures of cash flow information
Interest payments		88		86
Income tax payments, net		6		3
Non-cash capital lease additions		1		—

See Notes to the Consolidated Condensed Financial Statement

6

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry.

Travelport operates a global distribution system (“GDS”) business which provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book itinerary and pricing options across multiple travel suppliers. Travelport operates three systems, Galileo, Apollo and Worldspan, providing travel agencies with booking technology and access to supplier inventory that Travelport aggregates from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Within Travelport’s GDS business, Airline IT Solutions business hosts mission critical applications and provides business and data analysis solutions to major airlines to enable them to focus on their core business competencies.

Travelport’s payment service joint venture in eNett provides secure and cost effective automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States.

The Company also owns approximately 46% of Orbitz Worldwide, Inc. (“Orbitz Worldwide”), a leading global online travel company. The Company has over 3,500 employees and operates in over 170 countries. Travelport is a closely-held company.

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, 2012 balance sheet which was derived from audited financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the SEC for interim reporting. Certain disclosures normally included in financial statement prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

2. Recently Issued Accounting Pronouncements

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance on reporting of significant items that are reclassified to net income (loss) from accumulated other comprehensive income (loss) and disclosures for items not reclassified to net income (loss). This guidance is to be applied on a prospective basis for reporting periods beginning after December 15, 2012. The Company adopted the provisions of this guidance effective January 1, 2013, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued guidance on disclosures about offsetting and related arrangements for financial instruments including derivatives. This guidance requires disclosure of both gross and net information about both instruments and transactions eligible for offset in the balance sheet and transactions subject to an agreement similar to a master netting agreement. The Company adopted the provisions of this guidance effective January 1, 2013, as required. There was no impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

7

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

2. Recently Issued Accounting Pronouncements (continued)

In January 2013, the FASB amended this guidance to reduce the scope of assets and liabilities covered by the disclosure requirements. The Company does not anticipate an impact on the consolidated condensed financial statements resulting from the adoption of this guidance, apart from disclosure.

3. Orbitz Worldwide

The Company accounts for its investment of approximately 46% in Orbitz Worldwide under the equity method of accounting and records its share of Orbitz Worldwide’s net income (loss) and other comprehensive income (loss) in its consolidated condensed statement of operations and consolidated condensed statement of comprehensive income, respectively. The Company’s investment in Orbitz Worldwide has been diluted from its investment of approximately 48% to 46% during 2012 as a result of issuance of shares by Orbitz Worldwide under its equity incentive plan.

As of March 31, 2013 and December 31, 2012, the carrying value of the Company’s investment in Orbitz Worldwide was $7 million and nil, respectively. The fair market value of the Company’s investment in Orbitz Worldwide as of March 31, 2013 was approximately $279 million.

Presented below are the summary results of operations for Orbitz Worldwide for the three months ended March 31, 2013 and 2012.

(in $ millions)	Three Months Ended March  31, 2013		Three Months Ended March  31, 2012
Net revenue		203		190
Operating expenses		206		186
Operating (loss) income		(3)		4
Interest expense, net		(9)		(10)
Loss before income taxes		(12)		(6)
Benefit from (provision for) income taxes		158		(1)
Net income (loss)		146		(7)

During the fourth quarter of the year ended December 31, 2012, the Company reduced its investment in Orbitz Worldwide to nil, as its share of Orbitz Worldwide’s net loss exceeded the carrying value. The Company also discontinued applying the equity method of accounting as the Company had no commitment which was probable to be incurred to provide additional funding to Orbitz Worldwide. However, during the three months ended March 31, 2013, the Company resumed the equity method of accounting as its share of net income from Orbitz Worldwide exceeded the share of net loss not recognized during the period for which equity accounting was suspended.

During the three months ended March 31, 2013, Orbitz Worldwide concluded that a significant portion of its US valuation allowance on deferred tax assets was no longer required, resulting in a recognition of a benefit from income taxes of $158 million in its consolidated condensed statement of operations.

The Company has recorded earnings of $2 million and losses of $3 million related to its investment in Orbitz Worldwide for the three months ended March 31, 2013 and 2012, respectively, within the equity in earnings (losses) of investment in Orbitz Worldwide in the Company’s consolidated condensed statements of operations.

8

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

3. Orbitz Worldwide (continued)

Net revenue disclosed above includes approximately $22 million and $26 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three months ended March 31, 2013 and 2012, respectively.

As of March 31, 2013 and December 31, 2012, the Company had balances payable to Orbitz Worldwide of approximately $14 million and $5 million, respectively, which are included on the Company’s consolidated condensed balance sheets within accrued expenses and other current liabilities.

4. Other Current Assets

(in $ millions)	March 31, 2013		December 31, 2012
Restricted cash of subsidiaries		86		56
Development advances		72		68
Sales and use tax receivables		45		48
Prepaid expenses		20		15
Assets held for sale		16		16
Derivative assets		3		10
Other		10		7
		252		220

Restricted cash of subsidiaries represents cash held on behalf of clients for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments.

Assets held for sale consisted of land and buildings expected to be sold within the next twelve months.

5. Property and Equipment, Net

Property and equipment, net, consisted of:

	March 31, 2013						December 31, 2012
(in $ millions)	Cost		Accumulated depreciation		Net		Cost		Accumulated depreciation		Net
Capitalized software		633		(408)		225		629		(386)		243
Computer equipment		268		(143)		125		274		(138)		136
Building and leasehold improvements		13		(7)		6		12		(7)		5
Construction in progress		46		—		46		32		—		32
		960		(558)		402		947		(531)		416

The Company recorded depreciation expense of $32 million and $36 million during the three months ended March 31, 2013 and 2012, respectively.

9

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

5. Property and Equipment, Net (continued)

As of March 31, 2013 and December 31, 2012, the Company had net capital lease assets of $89 million and $94 million, respectively, included within computer equipment. During the three months ended March 31, 2013 and 2012, the Company invested $24 million and $15 million, respectively, in property and equipment.

The amount of interest on capital projects capitalized was $1 million for each of the three months ended March 31, 2013 and 2012.

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:

(in $ millions)	March 31, 2013		December 31, 2012
Accrued commissions and incentives		240		211
Customer prepayments		86		56
Accrued payroll and related		65		71
Deferred revenue		38		29
Accrued interest expense		32		61
Accrued sponsor monitoring fees		26		32
Income tax payable		26		24
Derivative contracts		8		4
Pension and post-retirement benefit liabilities		2		2
Other		38		47
		561		537

10

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

7. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Maturity(1)	March 31, 2013		December 31, 2012
Secured debt
Senior Secured Credit Agreement
Term loans
Dollar denominated	August 2015		1,064		1,064
Euro denominated	August 2015		276		284
“Tranche S”	August 2015		137		137
Revolver Borrowings
Dollar denominated			73		20
2012 Secured Credit Agreement
Dollar denominated term loan	November 2015		171		171
Second Priority Secured Notes
Dollar denominated floating rate notes	December 2016		229		225
Unsecured debt
Senior Notes
Dollar denominated floating rate notes	September 2014		122		122
Euro denominated floating rate notes	September 2014		195		201
97/8% Dollar denominated notes	September 2014		429		429
9% Dollar denominated notes	March 2016		250		250
Senior Subordinated Notes
117/8% Dollar denominated notes	September 2016		247		247
107/8% Euro denominated notes	September 2016		179		184
Capital leases			92		96
Total debt			3,464		3,430
Less: current portion			92		38
Long-term debt			3,372		3,392

(1) Following the Company’s comprehensive debt refinancing in April 2013, approximately $19 million of its senior notes due September 2014 remain outstanding. The term loans maturing in August 2015 and November 2015 are subject to a reduction in maturity to May 2014 and August 2014, respectively, if the Company is unable to repay or refinance the outstanding senior notes by May 2014.

During the three months ended March 31, 2013, the Company borrowed $53 million under its revolving credit facility. As of March 31, 2013, the Company had outstanding borrowings to external lenders of $73 million under its revolving credit facility, with remaining external borrowing capacity of $45 million. Of the total external borrowing capacity available under the revolving credit facility, $57 million is set to expire in August 2013.

The Company has a $133 million letter of credit facility which matures in August 2015 and is collateralized by $137 million of restricted cash. The Company also has a $13 million synthetic letter of credit facility which matures in August 2013. As of March 31, 2013, the Company had approximately $114 million of commitments outstanding under its cash collateralized letter of credit facility and $11 million of commitments outstanding under its synthetic letter of credit facility. The commitments under these two facilities included approximately $68 million in letters of credit issued by the Company on behalf of Orbitz Worldwide, pursuant to the Company’s separation agreement with Orbitz Worldwide. As of March 31, 2013, the Company had $21 million of remaining capacity under its letter of credit facilities.

11

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

7. Long-Term Debt (continued)

During the three months ended March 31, 2013, $4 million of interest was capitalized into the Second Priority Secured Notes, the Company repaid $4 million under its capital lease obligations, terminated $1 million of capital leases and entered into $1 million of new capital leases for information technology assets.

Foreign exchange fluctuations resulted in a $19 million decrease in the principal amount of euro denominated loans during the three months ended March 31, 2013.

In March 2013, the Company announced that it reached an agreement with certain of its Senior Note holders on comprehensive refinancing plans, including arrangements for the Company’s Senior Notes due in 2014 to extend the maturity date until 2016. The Company entered into a new second lien secured credit agreement and announced that its parent companies reached an agreement with lenders of Travelport Holdings Limited’s unsecured payment-in-kind term loans.

In April 2013, the Company together with its direct and indirect parent entities, completed its previously announced refinancing plans. In connection with this refinancing:

• The Company completed an exchange offer for substantially all of its existing Senior Notes due in September 2014 and March 2016, including the dollar denominated floating rates notes due 2014, Euro denominated floating rate notes due 2014, 9.875% dollar denominated notes due 2014 and 9% dollar denominated notes due 2016, for approximately $406 million of new 13.875% senior fixed rate notes due 2016 of which 2.5% is payable as payment-in-kind interest and new senior floating rate notes due 2016 of approximately $185 million (the “Senior Notes Exchange Offers”). In connection with the Senior Notes Exchange Offers, the holders of the new Senior Notes provided a waiver and release of all claims asserted related to the Company’s refinancing in 2011.

• The Company entered into a new second lien secured credit agreement (“Second Lien Credit Agreement”) and issued $630 million of Tranche 1 second priority secured loans due January 2016 (the “Tranche 1 Second Priority Secured Loans”). The cash proceeds were used to (i) repay $175 million of indebtedness outstanding under the 2012 Secured Credit Agreement, (ii) repay in cash approximately $395 million in the Senior Notes Exchange Offers, and (iii) pay consent fees in connections with the exchange offers and consent solicitations. The Tranche 1 Second Priority Secured Loans bear cash interest of LIBOR plus 8% per annum, with a minimum LIBOR floor of 1.5%.

• The Company completed an exchange offer for its existing Second Priority Secured Notes due December 2016 for an equal principal amount of new second priority secured notes due December 2016 (the “Tranche 2 Second Priority Secured Loans”). The Tranche 2 Second Priority Secured Loans bear interest of 8.375% (cash interest of 4% per annum and payment-in-kind interest of 4.375% per annum).

• The Company paid a consent fee to holders of the Company’s senior subordinated notes in exchange for a waiver and release of all claims asserted in connection with the Company’s refinancing in 2011 and amended certain restrictive covenants under the indentures for the senior subordinated notes.

• The Company’s direct parent holding company, Travelport Holdings Limited, acquired all of its outstanding Extended Tranche A Loans in exchange for (i) approximately 43.3% of the outstanding equity of Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company, and (ii) $25 million of newly issued 11.875% senior subordinated notes of the Company due 2016, and acquired all of its outstanding Extended Tranche B Loans in exchange for approximately 34.6% of the outstanding equity of Worldwide.

12

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

8. Financial Instruments

The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes. During the three months ended March 31, 2013, there has been no material change in the Company’s interest rate and foreign currency risk management policies or in its fair value methodology.

As of March 31, 2013, the Company had a net liability position of $5 million related to derivative financial instruments associated with its euro denominated and floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

Presented below is a summary of the fair value of the Company’s derivative contracts, none of which have been designated as hedging instruments, recorded on the consolidated condensed balance sheets at fair value.

		Fair Value Asset (Liability)					Fair Value Asset (Liability)
(in $ millions)	Balance Sheet Location	March 31, 2013		December 31, 2012		Balance Sheet Location	March 31, 2013		December 31, 2012
Interest rate swaps	Other current assets		—		—	Accrued expenses and other current liabilities		(2)		(3)
Foreign currency contracts	Other current assets		3		10	Accrued expenses and other current liabilities		(6)		(1)
Foreign currency contracts	Other non-current assets		—		5	Other non-current liabilities		—		—
Total fair value of derivative assets (liabilities)			3		15			(8)		(4)

As of March 31, 2013, the Company had an aggregate outstanding notional $250 million of interest rate swaps, $204 million of foreign currency option contracts and $461 million of foreign currency forward contracts. All derivative contracts cover transactions for periods that do not exceed one year.

The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments, during the three months ended March 31, 2013.

(in $ millions)	Three Months Ended March 31, 2013
Net derivative asset (liability) as of January 1		11
Total loss (gain) for the period included in net loss		(15)
Proceeds from settlement of foreign exchange derivative contracts		(2)
Settlement of interest rate derivative contracts		1
Net derivative liability as of March 31		(5)

During the three months ended March 31, 2013, the Company paid $7 million in relation to certain foreign currency derivative contracts which were terminated in 2012 and included within accrued expenses and other current liabilities as at December 31, 2012.

13

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

8. Financial Instruments (continued)

The significant unobservable inputs used to fair value the Company’s derivative financial instruments have a probability of default of approximately 20% and a recovery rate of 20% has been applied to the Company’s credit default swap adjustments. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of March 31, 2013.

The table below presents the impact of changes in fair values of derivatives on income (loss) during the period.

		Amount of Gain (Loss) Recorded into Income (Loss)
	Location of Gain (Loss) Recorded in Income (Loss)	Three Months Ended March 31,
(in $ millions)		2013		2012
Derivatives not designated as hedging instruments:
Interest rate swaps	Interest expense, net		(1)		1
Foreign currency contracts	Selling, general and administrative		(14)		14
			(15)		15

Fair Value Disclosures for All Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying value of cash held as collateral approximates to its fair value.

The fair values of the Company’s other financial instruments are as follows:

			March 31, 2013				December 31, 2012
(in $ millions)	Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Asset (liability)
Investment in Orbitz Worldwide		Level 1		7		279		—		133
Derivative assets (see above)		Level 3		3		3		15		15
Derivative liabilities (see above)		Level 2		(8)		(8)		(4)		(4)
Total debt		Level 2		(3,464)		(3,354)		(3,430)		(2,899)

9. Commitments and Contingencies

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of March 31, 2013, the Company had approximately $127 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $45 million relates to the twelve months ending March 31, 2014. These purchase obligations extend through 2017.

14

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Commitments and Contingencies (continued)

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 it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes 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 its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period.

On March 12, 2013, the Company entered into a settlement agreement to resolve its outstanding litigation with American Airlines and further entered into a new long-term distribution agreement. This settlement was approved by the court overseeing the American Airlines bankruptcy proceedings on April 23, 2013.

In connection with the completion of its comprehensive refinancing plans on April 15, 2013, the holders of the Company’s Senior Notes and Senior Subordinated Notes agreed to waive and release all claims asserted and related to the Company’s 2011 debt restructuring. On April 16, 2013, the U.S. District Court for the Southern District of NY dismissed all claims and counterclaims relating to the litigation with prejudice.

Standard Guarantees/Indemnification

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) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts, and (v) 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 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. 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.

15

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

All of the Company’s secured debt and it’s secured Senior Notes and the Senior Subordinated Notes are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of the Company’s existing and future domestic wholly-owned subsidiaries (the “guarantor subsidiaries”). The guarantees are full, unconditional, joint and several.

The following consolidating condensed financial statements presents the Company’s consolidating condensed statements of operations for the three months ended March 31, 2013 and 2012, the consolidating condensed statements of comprehensive income for the three months ended March 31, 2013 and 2012, consolidating condensed balance sheets as of March 31, 2013 and the year ended December 31, 2012, and the consolidating condensed statements of cash flows for the three months ended March 31, 2013 and 2012 for: (a) Travelport Limited (“the Parent Guarantor”); (b) Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l. (together, “the Intermediate Parent Guarantor”); (c) Travelport LLC and Travelport Inc. (together, “the Issuer”); (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent, Intermediate Parent Guarantor and Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis. As a result of the Company’s refinancing plans certain entities previously reported as non-guarantor subsidiaries within the Company’s consolidating condensed financial statements are now presented as guarantor subsidiaries.

In addition, the Company’s secured debt is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries, the net revenue, assets and operating income of which are included in the non-guarantor subsidiaries.

16

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2013

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net revenue		—		—		—		212		336		—		548
Costs and expenses
Cost of revenue		—		—		—		138		195		—		333
Selling, general and administrative		8		—		(4)		22		68		—		94
Depreciation and amortization		—		—		—		39		13		—		52
Total costs and expenses		8		—		(4)		199		276		—		479
Operating (loss) income		(8)		—		4		13		60		—		69
Interest expense, net		—		—		(68)		(2)		—		—		(70)
Equity in (losses) earnings of subsidiaries		(2)		(55)		10		—		—		47		—
(Loss) income before income taxes and equity in earnings of Orbitz Worldwide		(10)		(55)		(54)		11		60		47		(1)
Provision for income taxes		—		—		(1)		(1)		(9)		—		(11)
Equity in earnings of investment in Orbitz Worldwide		—		2		—		—		—		—		2
Net (loss) income		(10)		(53)		(55)		10		51		47		(10)
Net loss attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—
Net (loss) income attributable to the Company		(10)		(53)		(55)		10		51		47		(10)

17

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2013

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(10)		(53)		(55)		10		51		47		(10)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—		—		—		(3)		—		(3)
Unrealized gain on equity investment, net of tax		—		5		—		—		—		—		5
Equity in other comprehensive income (loss) of subsidiaries		2		—		—		—		—		(2)		—
Other comprehensive income (loss), net of tax		2		5		—		—		(3)		(2)		2
Comprehensive (loss) income		(8)		(48)		(55)		10		48		45		(8)
Comprehensive income attributable to non-controlling interest in subsidiaries		—		—		—		—		—		—		—
Comprehensive (loss) income attributable to the Company		(8)		(48)		(55)		10		48		45		(8)

18

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2012

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net revenue		—		—		—		239		311		—		550
Costs and expenses
Cost of revenue		—		—		—		142		180		—		322
Selling, general and administrative		6		—		5		31		63		—		105
Depreciation and amortization		—		—		—		41		16		—		57
Total costs and expenses		6		—		5		214		259		—		484
Operating (loss) income		(6)		—		(5)		25		52		—		66
Interest expense, net		—		—		(66)		(1)		—		—		(67)
Equity in (losses) earnings of subsidiaries		(5)		(47)		24		—		—		28		—
(Loss) income before income taxes and equity in losses of investment in Orbitz Worldwide		(11)		(47)		(47)		24		52		28		(1)
Provision for income taxes		—		—		—		—		(8)		—		(8)
Equity in losses of investment in Orbitz Worldwide		—		(3)		—		—		—		—		(3)
Net (loss) income		(11)		(50)		(47)		24		44		28		(12)
Net loss attributable to non-controlling interest in subsidiaries		—		—		—		—		1		—		1
Net (loss) income attributable to the Company		(11)		(50)		(47)		24		45		28		(11)

19

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2012

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Net (loss) income		(11)		(50)		(47)		24		44		28		(12)
Other comprehensive income (loss), net of tax
Currency translation adjustment, net of tax		—		—		—		—		2		—		2
Unrealized loss on equity investment, net of tax		—		(2)		—		—		—		—		(2)
Equity in other comprehensive income (loss) of subsidiaries		—		—		—		—		—		—		—
Other comprehensive income (loss), net of tax		—		(2)		—		—		2		—		—
Comprehensive (loss) income		(11)		(52)		(47)		24		46		28		(12)
Comprehensive loss attributable to non-controlling interest in subsidiaries		—		—		—		—		1		—		1
Comprehensive (loss) income attributable to the Company		(11)		(52)		(47)		24		47		28		(11)

20

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of March 31, 2013

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—		—		49		1		58		—		108
Accounts receivable, net		—		—		—		60		150		—		210
Deferred income taxes		—		—		—		—		2		—		2
Other current assets		—		—		19		34		199		—		252
Total current assets		—		—		68		95		409		—		572
Investment in subsidiary/intercompany		(1,214)		(1,316)		1,867		—		—		663		—
Property and equipment, net		—		—		—		377		25		—		402
Goodwill		—		—		—		960		26		—		986
Trademarks and tradenames		—		—		—		313		1		—		314
Other intangible assets, net		—		—		—		576		3		—		579
Cash held as collateral		—		—		137		—		—		—		137
Investment in Orbitz Worldwide		—		7		—		—		—		—		7
Non-current deferred income tax		—		—		—		—		6		—		6
Other non-current assets		6		—		67		55		75		—		203
Total assets		(1,208)		(1,309)		2,139		2,376		545		663		3,206
Liabilities and equity
Current liabilities:
Accounts payable		—		—		—		40		28		—		68
Accrued expenses and other current liabilities		18		—		77		121		345		—		561
Deferred income taxes		—		—		—		38		—		—		38
Current portion of long-term debt		—		—		73		19		—		—		92
Total current liabilities		18		—		150		218		373		—		759
Long-term debt		—		—		3,299		73		—		—		3,372
Deferred income taxes		—		—		—		5		3		—		8
Other non-current liabilities		—		—		6		213		58		—		277
Total liabilities		18		—		3,455		509		434		—		4,416
Total shareholders’ equity/intercompany		(1,226)		(1,309)		(1,316)		1,867		95		663		(1,226)
Equity attributable to non-controlling interest in subsidiaries		—		—		—		—		16		—		16
Total equity and intercompany		(1,226)		(1,309)		(1,316)		1,867		111		663		(1,210)
Total liabilities and equity		(1,208)		(1,309)		2,139		2,376		545		663		3,206

21

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2012

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Assets
Current assets:
Cash and cash equivalents		—		—		51		3		56		—		110
Accounts receivable, net		—		—		—		45		105		—		150
Deferred income taxes		—		—		—		—		2		—		2
Other current assets		—		—		26		30		164		—		220
Total current assets		—		—		77		78		327		—		482
Investment in subsidiary/intercompany		(1,203)		(1,921)		1,243		—		—		1,881		—
Property and equipment, net		—		—		—		358		58		—		416
Goodwill		—		—		—		846		140		—		986
Trademarks and tradenames		—		—		—		190		124		—		314
Other intangible assets, net		—		—		—		217		382		—		599
Cash held as collateral		—		—		137		—		—		—		137
Non-current deferred income tax		—		—		—		—		6		—		6
Other non-current assets		—		—		80		60		78		—		218
Total assets		(1,203)		(1,921)		1,537		1,749		1,115		1,881		3,158
Liabilities and equity
Current liabilities:
Accounts payable		—		—		—		47		27		—		74
Accrued expenses and other current liabilities		15		—		117		113		292		—		537
Deferred income taxes		—		—		—		38		—		—		38
Current portion of long-term debt		—		—		20		18		—		—		38
Total current liabilities		15		—		137		216		319		—		687
Long-term debt		—		—		3,314		78		—		—		3,392
Deferred income taxes		—		—		—		4		3		—		7
Other non-current liabilities		—		—		7		208		59		—		274
Total liabilities		15		—		3,458		506		381		—		4,360
Total shareholders’ equity/intercompany		(1,218)		(1,921)		(1,921)		1,243		718		1,881		(1,218)
Equity attributable to non-controlling interest in subsidiaries		—		—		—		—		16		—		16
Total equity and intercompany		(1,218)		(1,921)		(1,921)		1,243		734		1,881		(1,202)
Total liabilities and equity		(1,203)		(1,921)		1,537		1,749		1,115		1,881		3,158

22

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2013

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Operating activities
Net (loss) income		(10)		(53)		(55)		10		51		47		(10)
Adjustments to reconcile net (loss) income from operations to net cash (used in) provided by operating activities:
Depreciation and amortization		—		—		—		39		13		—		52
Amortization of debt finance costs		—		—		7		—		—		—		7
Non-cash interest on Second Priority Secured Notes		—		—		4		—		—		—		4
Gain on foreign exchange derivative instruments		—		—		7		—		—		—		7
Equity in losses (earnings) of subsidiaries		2		55		(10)		—		—		(47)		—
Equity in earnings of investment in Orbitz Worldwide		—		(2)		—		—		—		—		(2)
Changes in assets and liabilities:
Accounts receivable		—		—		—		(15)		(45)		—		(60)
Other current assets		—		—		—		(4)		(8)		—		(12)
Accounts payable, accrued expenses and other current liabilities		3		—		(33)		3		25		—		(2)
Other		—		—		—		2		(7)		—		(5)
Net cash (used in) provided by operating activities		(5)		—		(80)		35		29		—		(21)
Investing activities
Property and equipment additions		—		—		—		(23)		—		—		(23)
Net intercompany funding		5		—		32		(10)		(27)		—		—
Net cash provided by (used in) investing activities		5		—		32		(33)		(27)		—		(23)
Financing activities
Proceeds from revolver borrowings		—		—		53		—		—		—		53
Repayment of capital lease obligations		—		—		—		(4)		—		—		(4)
Debt finance costs		—		—		(2)		—		—		—		(2)
Payments on settlement of foreign exchange derivative contracts		—		—		(7)		—		—		—		(7)
Proceeds from settlement of foreign exchange derivative contracts		—		—		2		—		—		—		2
Net cash provided by (used in) financing activities		—		—		46		(4)		—		—		42
Net (decrease) increase in cash and cash equivalents		—		—		(2)		(2)		2		—		(2)
Cash and cash equivalents at beginning of period		—		—		51		3		56		—		110
Cash and cash equivalents of operations at end of period		—		—		49		1		58		—		108

23

TRAVELPORT LIMITED

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2012

(in $ millions)	Parent Guarantor		Intermediate Parent Guarantor		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Travelport Consolidated
Operating activities
Net (loss) income		(11)		(50)		(47)		24		44		28		(12)
Adjustments to reconcile net (loss) income from operations to net cash (used in) provided by operating activities:
Depreciation and amortization		—		—		—		41		16		—		57
Equity based compensation		2		—		—		—		—		—		2
Amortization of debt finance costs		—		—		9		—		—		—		9
Non-cash interest on Second Priority Secured Notes		—		—		3		—		—		—		3
Gain on interest rate derivative instruments		—		—		(2)		—		—		—		(2)
Gain on foreign exchange derivative instruments		—		—		(6)		—		—		—		(6)
Equity in losses of investment in Orbitz Worldwide		—		3		—		—		—		—		3
Equity in losses (earnings) of subsidiaries		5		47		(24)		—		—		(28)		—
FASA liability		—		—		—		(3)		—		—		(3)
Defined benefit pension plan funding		—		—		—		(2)		—		—		(2)
Changes in assets and liabilities:
Accounts receivable		—		—		—		(5)		(42)		—		(47)
Other current assets		—		—		2		1		(14)		—		(11)
Accounts payable, accrued expenses and other current liabilities		—		—		24		2		(6)		—		20
Other		—		1		—		5		12		—		18
Net cash (used in) provided by operating activities		(4)		1		(41)		63		10		—		29
Investing activities
Property and equipment additions		—		—		—		(15)		—		—		(15)
Net intercompany funding		5		(1)		33		(43)		6		—		—
Net cash provided by (used in) investing activities		5		(1)		33		(58)		6		—		(15)
Financing activities
Repayment of revolver borrowings		—		—		(35)		—		—		—		(35)
Proceeds from revolver borrowings		—		—		25		—		—		—		25
Repayment of capital lease obligations		—		—		—		(4)		—		—		(4)
Payments on settlement of derivative contracts		—		—		(16)		—		—		—		(16)
Net share settlement for equity based compensation		(1)		—		—		—		—		—		(1)
Contribution from non-controlling interest shareholders		—		—		—		—		2		—		2
Net cash (used in) provided by financing activities		(1)		—		(26)		(4)		2		—		(29)
Effects of changes in exchange rates on cash and cash equivalents		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents		—		—		(34)		1		18		—		(15)
Cash and cash equivalents at beginning of period		—		—		83		—		41		—		124
Cash and cash equivalents at end of period		—		—		49		1		59		—		109

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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

We are a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry. We believe we are one of the most diversified of such companies in the world.

Our global distribution systems (“GDS”) business which provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Our GDS business operates three systems, Galileo, Apollo and Worldspan, across over 170 countries to provide travel agencies with booking technology and access to considerable supplier inventory that we aggregate from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Our GDS provides travel distribution services to approximately 810 active travel suppliers and approximately 67,000 online and offline travel agency locations, which in turn serve millions of end consumers globally. In 2012, approximately 162 million bookings were made through our GDS. Our GDS processed up to 2.7 billion travel-related messages per day in 2012.

Within our GDS business, our Airline IT Solutions business provides hosting solutions and IT subscription services to airlines to enable them to focus on their core business competencies and reduce costs, as well as business intelligence services. Our Airline IT Solutions business manages the mission-critical reservations and related systems for Delta, as well as five other airlines. Our Airline IT Solutions business also provides an array of leading-edge IT software subscription services and data business intelligence services, directly and indirectly, to over 404 airlines, airports and airline ground handlers globally.

Our payment service joint venture in eNett provides secure and cost effective automated payment solutions between suppliers and travel agencies, tailored to meet the needs of the travel industry, currently focusing on Asia, Europe and the United States.

Key Performance Indicators (“KPIs”)

Management monitors the performance of our operations against our strategic objectives on a regular basis. Performance is assessed against the strategy and forecasts using financial and non-financial measures. We use the following primary measures to assess our financial performance and the performance of our operating business.

	Three Months Ended March 31,				Change
(in $ millions, except segment data and RevPas)	2013		2012		$		%
Travelport KPIs
Net revenue		548		550		(2)		—
Operating income		69		66		3		5
Travelport Adjusted EBITDA		127		140		(13)		(9)
Segments (in millions)
Americas		46		49		(3)		(7)
Europe		24		24		—		4
APAC		15		15		—		(2)
MEA		10		10		—		(3)
Total		95		98		(3)		(3)
RevPas	$	5.38	$	5.08		0.30		6

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The key performance indicators used by management to monitor performance include Travelport Adjusted EBITDA.

Travelport Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure comparable to net income as determined under US GAAP as it does not take into account certain expenses such as depreciation and amortization, interest, income tax, and other costs we believe are unrelated to our ongoing operations. In addition, Travelport Adjusted EBITDA may not be comparable to similarly named measures used by other companies. The presentation of Travelport Adjusted EBITDA has limitations as an analytical tool and this measure should not be considered in isolation or as a substitute for analysis of Travelport’s results as reported under US GAAP.

We define Travelport Adjusted EBITDA as income (loss) before equity in earnings (losses) of investment in Orbitz Worldwide, interest expense, net, income taxes, depreciation and amortization, and adjusted to exclude items we believe potentially restrict our ability to assess the results of our underlying business.

We have included Travelport Adjusted EBITDA as it is the primary metric used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. In addition, it is used by the Board to determine incentive compensation.

We believe Travelport Adjusted EBITDA is a useful measure as it allows management to monitor our ongoing core operations. The core operations represent the primary trading operations of the business. Since our formation, actual results have been significantly affected by events that are unrelated to our ongoing operations due to the number of changes to our business during that time. These events include among other things, costs associated with our restructuring efforts, non-cash equity-based compensation, litigation and related costs, and foreign currency (gains) losses on euro denominated debt and earnings hedges.

The following table provides a reconciliation of net loss from continuing operations to Travelport Adjusted EBITDA:

	Three Months Ended March 31,
(in $ millions)	2013		2012
Net loss		(10)		(12)
Equity in (earnings) losses of investment in Orbitz Worldwide		(2)		3
Provision for income taxes		11		8
Depreciation and amortization		52		57
Interest expense, net		70		67
EBITDA (1)		121		123
Adjustments:
Corporate costs (2)		1		3
Equity-based compensation		—		2
Litigation and related costs (3)		10		6
Other — non cash (4)		(5)		6
Total Adjustments		6		17
Travelport Adjusted EBITDA (1)		127		140

(1) Includes the impact of the loss of the master service agreement (“MSA”) with United Airlines, which contributed $19 million to EBITDA and Adjusted EBITDA during the three months ended March 31, 2012.

(2) Corporate costs represent costs related to strategic transactions, internal re-organization and other costs related to non-core business.

(3) Litigation and related costs predominately relate to the American Airlines and bondholder litigation costs. Each of these matters were settled in April 2013.

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(4) Other — non cash primarily includes unrealized losses on foreign exchange derivatives and revaluation of euro denominated debt of $(5) million and $4 million for the three months ended March 31, 2013 and 2012, respectively.

Factors Affecting Results of Operations

Macroeconomic and Travel Industry Conditions:  Our business is highly correlated to the overall performance of the travel industry, in particular, growth in air passenger travel which, in turn, is linked to the global macro-economic environment. For the year ended December 31, 2012, approximately 82% of our segment volumes were represented by air segments flown, 4% of segment volumes attributable to other air segments (such as cancellations on the day of travel), with land and sea bookings accounting for 14%. Between 2003 and 2011, air travel volumes increased at a compounded annual growth rate of 5.5%, approximately twice the rate of global GDP.

Consolidations within the Airline Industry:  As a result of recent consolidations within the airline industry, our annual revenue and EBITDA have been impacted. Delta’s acquisition of Northwest, both being customers of our Airline IT Solutions business, resulted in these airlines migrating to a common IT platform, with reduced needs from our IT services. Following the merger of United Airlines with Continental Airlines in 2010, we received a notice from United Airlines, terminating its agreement for the Apollo reservation system operated by us on their behalf. The integration of United-Continental systems was completed in early March 2012 and we no longer service United’s reservation system. The loss of the MSA with United Airlines contributed approximately $25 million and $19 million to the decline in net revenue and EBITDA, respectively, for the three months ended March 31, 2013.

In February 2013, American Airlines and US Airways announced their intention to merge. This merger is expected to be completed in the third quarter of 2013. We do not expect this merger to have a material impact on our results of operations.

Seasonality:  Our businesses experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. These trends cause our revenue to be generally higher in the first and second calendar quarters of the year, with revenue peaking as travelers plan and purchase in advance their spring and summer travel. Revenue typically declines in the third and fourth quarters of the calendar year. Our results may also be affected by seasonal fluctuations in the inventory made available to us by our travel suppliers.

Foreign Exchange Movements:  We transact business primarily in US dollars. We have euro denominated debt and while the majority of our revenue is denominated in US dollars, a portion of costs are denominated in other currencies (principally, the British pound, Euro and Australian dollar). We use foreign currency derivative contracts including forward contracts and currency options to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated debt, receivables and payables and forecasted earnings of foreign subsidiaries. The fluctuations in the value of these foreign currency contracts largely offset the impact of changes in the value of the underlying risk they are intended to economically hedge. Nevertheless, our operating results are impacted to a certain extent by movements in the underlying exchange rates between those currencies listed above.

Litigation and related costs:  We are involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. We believe we have adequately accrued for such matters, and for costs of defending against such matters. However, litigation is inherently unpredictable and although we believe that our accruals are adequate and we have valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on our results of operations or cash flows in a particular reporting period.

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On March 12, 2013, we entered into a settlement agreement to resolve the outstanding litigation with American Airlines and entered into a new long-term distribution agreement. The settlement was approved by the court overseeing the American Airlines bankruptcy proceedings on April 23, 2013.

In connection with the completion of our comprehensive refinancing plans on April 15, 2013, the holders of the our Senior Notes and Senior Subordinated Notes agreed to waive and release all claims asserted and related to our 2011 debt restructuring. On April 16, 2013, the U.S. District Court for the Southern District of NY dismissed all claims and counterclaims relating to the litigation with prejudice.

Results of Operations

Three Months Ended March 31, 2013 compared to Three Months Ended March 31, 2012

	Three Months Ended March 31,				Change
(in $ millions)	2013		2012		$		%
Net revenue		548		550		(2)		—
Costs and expenses
Cost of revenue		333		322		11		3
Selling, general and administrative		94		105		(11)		(10)
Depreciation and amortization		52		57		(5)		(9)
Total costs and expenses		479		484		(5)		(1)
Operating income		69		66		3		5
Interest expense, net		(70)		(67)		(3)		(4)
Loss before income taxes and equity in earnings (losses) of investment in Orbitz Worldwide		(1)		(1)		—		—
Provision for income taxes		(11)		(8)		(3)		(38)
Equity in earnings (losses) of investment in Orbitz Worldwide		2		(3)		5		*
Net loss		(10)		(12)		2		17

* Not meaningful

Net Revenue

Net revenue is comprised of:

	Three Months Ended March 31,				Change
(in $ millions)	2013		2012		$		%
Transaction processing revenue		510		497		13		3
Airline IT solutions revenue		38		53		(15)		(28)
Net revenue		548		550		(2)		—

Transaction processing revenue by region is comprised of:

	Three Months Ended March 31,				Change
(in $ millions)	2013		2012		$		%
Americas		188		196		(8)		(4)
Europe		166		147		19		13
APAC		87		87		—		—
MEA		69		67		2		3
Transaction processing revenue		510		497		13		3

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Transaction processing revenue includes booking fees from airlines and revenue from hospitality, subscribers, payments processing and other key adjacencies.

The increase in transaction processing revenue of $13 million (3%) is as a result of a 6% increase in RevPas (transaction processing revenue divided by the number of reported segments) offset by 3% decrease in segment volumes. The 3% decrease in segment volumes is primarily due to a 3 million (7%) decline in Americas volume, primarily attributable to the loss of 2 million segments from the MSA with United Airlines. The increase in RevPas is a result of growth in hospitality, payment processing and services revenue, combined with growth in higher yield segments, partially offset by volume contraction.

Airline IT solutions revenue decreased as a result of the loss of the MSA with United Airlines which contributed $17 million to Airline IT Solutions revenue for the three months ended March 31, 2012.

Cost of Revenue

Cost of revenue is comprised of:

	Three Months Ended March 31,				Change
(in $ millions)	2013		2012		$		%
Commissions		258		253		5		2
Telecommunication and technology costs		75		69		6		9
Cost of revenue		333		322		11		3

Cost of revenue increased by $11 million (3%) as a result of incremental commission costs from our payment processing business and an increase in our telecommunication and technology costs. Commissions paid to travel agencies and NDC’s were flat, with a 3% decline in segment volumes offset by a 3% increase in the average rate of agency commission. Telecommunication and technology costs increased by $6 million as a result of continued expansion of our operations and investment in technology.

Selling, General and Administrative (SG&A)

The selling, general and administrative costs of $94 million and $105 million for the three months ended March 31, 2013 and 2012, respectively, include a net $6 million and $17 million charge, respectively, for items that are adjusted out of Travelport Adjusted EBITDA (the “Adjustments”). Excluding these Adjustments, selling, general and administrative expenses were flat at $88 million for each the three months ended March 31, 2013 and 2012.

The Adjustments of $6 million and $17 million for the three months ended March 31, 2013 and 2012, respectively, represent non-core corporate costs related to strategic transactions and restructurings, equity-based compensation, litigation and related costs and foreign currency gains and losses related to our euro denominated debt and derivatives. The decrease of $11 million is due to $5 million of net foreign currency gains for the three months ended March 31, 2013 compared to $6 million of net foreign currency losses for the three months ended March 31, 2012.

Depreciation and Amortization

Depreciation and amortization decreased by $5 million (9%) due to assets acquired in 2007 with a five year useful life that have been fully depreciated in the third quarter of 2012.

Interest Expense, Net

Interest expense, net, increased by $3 million (4%) due to higher effective interest rates.

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Provision for Income Taxes

Our tax provision differs significantly from the US Federal statutory rate primarily as a result of (i) being subject to income tax in numerous non-US jurisdictions with varying income tax rates, (ii) a valuation allowance established in the US due to the historical losses in that jurisdiction, and (iii) certain expenses that are not deductible for tax under the relevant jurisdictions.

The reconciliation from the tax benefit at the US Federal statutory tax rate of 35% is as follows:

	Three Months Ended March 31,
(in $ millions)	2013		2012
Tax benefit at US Federal statutory rate of 35%		—		—
Taxes on non-US operations at alternative rates		4		(4)
Change in valuation allowance		(11)		(3)
Non-deductible expenses and other		(4)		(1)
Provision for income taxes		(11)		(8)

Equity in Earnings (Losses) of Investment in Orbitz Worldwide

Our share of equity in earnings of investment in Orbitz Worldwide was $2 million for the three months ended March 31, 2013 compared to a loss of $3 million for the three months ended March 31, 2012.

During the fourth quarter of the year ended December 31, 2012, we reduced our investment in Orbitz Worldwide to nil, as our share of Orbitz Worldwide’s net loss exceeded the carrying value. We also discontinued applying the equity method of accounting as we had no commitment which was probable to be incurred to provide additional funding to Orbitz Worldwide. During the three months ended March 31, 2013, we resumed the equity method of accounting as our share of net income from Orbitz Worldwide exceeded the share of net loss not recognized during the period for which equity accounting was suspended.

Liquidity and Capital Resources

Our principal source of operating liquidity is cash flows generated from operations, including working capital. We maintain what we consider to be an appropriate level of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources and a committed credit facility. As of March 31, 2013, our financing needs were supported by $45 million of available capacity under our revolving credit facility. In the event additional funding is required, there can be no assurance that further funding will be available on terms favorable to us or at all.

A significant concentration of our cash is in geographic locations that have no legal or tax limitations on its usage. We have efficient mechanisms in place to deploy cash as needed to fund operations and capital needs across all of our locations worldwide. Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments on debt and any mandatory or discretionary principal payments or repurchases of debt. With the cash and cash equivalents on our consolidated condensed balance sheet, our ability to generate cash from operations over the course of a year and through access to our revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for at least the next twelve months.

As of March 31, 2013, our total leverage ratio was 7.35 compared to the maximum total leverage ratio allowable of 8.0; our first lien leverage ratio was 3.53 compared to the maximum first lien leverage ratio allowable of 4.0; our total senior secured leverage ratio was 4.45 compared to the maximum total senior secured

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leverage ratio allowable of 6.25; our cash balance was $108 million; and we were in compliance with all financial covenants related to our long-term debt. These ratios are computed based on the refinancing plan completed in April 2013.

Under the terms of our debt agreements following the completion of refinancing plan in April 2013, the maximum total leverage ratio with which we need to comply remains at 8.0 until June 30, 2014; the first lien leverage ratio with which we need to comply remains at 4.0 until June 30, 2013 reducing to 3.85 until December 31, 2013; and the total senior secured leverage ratio with which we need to comply remains at 6.25 until June 30, 2013 reducing to 6.00 until December 31, 2013.

Based on our current financial forecast, we believe we will continue to be in compliance with, or be able to avoid an event of default under, the senior secured credit agreement, the second lien secured credit agreement and the indentures governing our notes and meet our cash flow needs during the next twelve months. In the event of an unanticipated adverse variance compared to the financial forecast, which might lead to an event of default, we have the opportunity to take certain mitigating actions in order to avoid such a default, including: reducing or deferring discretionary expenditure; selling assets; re-negotiating financial covenants; and securing additional sources of finance or investment. In the unlikely event our results of operations are significantly lower than our forecast and our mitigating actions are unsuccessful, this could result in a breach of one or more of our financial covenants, including the leverage ratio covenants. Under such circumstances, it is possible we would be required to repay all our secured debt and unsecured notes outstanding. We may not have the ability to repay such amounts.

In March 2013, we announced that we reached an agreement with certain of our Senior Note holders on comprehensive refinancing plans, including arrangements for our Senior Notes due in 2014 to extend the maturity date until 2016. We also entered into a new second lien secured credit agreement and, together with our direct and indirect parent companies, announced that our parent companies reached an agreement with lenders of Travelport Holdings Limited’s unsecured payment-in-kind term loans.

On April 15, 2013, we completed our previously announced refinancing plans. Substantially all of our debt is now scheduled for repayment on or after August 2015.

We believe an important measure of our liquidity is unlevered free cash flow. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We believe unlevered free cash flow provides investors a better understanding of how assets are performing and measures management’s effectiveness in managing cash. We define unlevered free cash flow as net cash provided by (used in) operating activities of continuing operations, adjusted to remove the impact of interest payments and to deduct capital expenditures on property and equipment additions including capital lease repayments. We believe this measure gives management and investors a better understanding of the cash flows generated by our underlying business, as our interest payments are primarily related to the debt incurred in relation to previous business acquisitions while our capital expenditures are primarily related to the development of our operating platforms.

In addition, we present Travelport Adjusted EBITDA as a liquidity measure as we believe it is a useful measure to our investors to assess our ability to comply with certain debt covenants, including our maximum leverage ratios. Our total leverage ratio under our senior secured credit agreement is computed by dividing the total debt (as defined under our senior secured credit agreement) at the balance sheet date by a number which is broadly computed from the last twelve months of Travelport Adjusted EBITDA.

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Travelport Adjusted EBITDA and unlevered free cash flow are non-GAAP measures and may not be comparable to similarly named measures used by other companies. These measures should not be considered as measures of liquidity or cash flows from operations as determined under US GAAP. The following table provides a reconciliation of these non-GAAP measures:

	Three Months Ended March 31,
(in $ millions)	2013		2012
Travelport Adjusted EBITDA		127		140
Less:
Interest payments		(88)		(86)
Tax payments		(6)		(3)
Changes in operating working capital		(37)		(11)
FASA liability payments		—		(3)
Defined benefit pension plan funding		—		(2)
Other adjusting items (1)		(17)		(6)
Net cash (used in) provided by operating activities		(21)		29
Add: interest paid		88		86
Less: capital expenditures on property and equipment additions		(23)		(15)
Less: repayment of capital lease obligations		(4)		(4)
Unlevered free cash flow		40		96

(1) Other adjusting items relate to payments for cost included within operating income, but excluded from Travelport Adjusted EBITDA. These include (i) $13 million and $3 million of corporate cost payments during the three months ended March 31, 2013 and 2012, respectively, and (ii) $4 million and $3 million of litigation and related costs payments for the three months ended March 31, 2013 and 2012.

Cash Flow

The following table summarizes the changes to our cash flows (used in) provided by operating, investing and financing activities for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,				Change
(in $ millions)	2013		2012		$
Cash (used in) provided by:
Operating activities		(21)		29		(50)
Investing activities		(23)		(15)		(8)
Financing activities		42		(29)		71
Net decrease in cash and cash equivalents		(2)		(15)		13

As of March 31, 2013, we had $108 million of cash and cash equivalents, a decrease of $2 million compared to December 31, 2012. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the three months ended March 31, 2013 compared to the three months ended March 31, 2012.

Operating activities.  For the three months ended March 31, 2013, cash used in operating activities was $21 million compared to cash provided by operating activities of $29 million for the three months ended March 31, 2012. The decrease of $50 million is primarily due to changes in operating working capital which resulted in a use of cash of $37 million in the three months ended March 31, 2013 compared to an $11 million use of cash in the three months ended March 31, 2012. The $26 million of incremental cash used in operating working capital

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was due to timing of payments and receipts of commission and incentives and accounts receivable, respectively. During the three months ended March 31, 2013, we used $17 million on corporate and litigation costs compared to $6 million of such payments for the three months ended March 31, 2012.

Investing activities.  The cash used in investing activities for the three months ended March 31, 2013 was $23 million for capital expenditure compared to $15 million for the three months ended March 31, 2012.

Financing activities.  Cash provided by financing activities for the three months ended March 31, 2013 was $42 million. This comprised of (i) $53 million proceeds from new revolver borrowings offset by (ii) $7 million of payments to derivative contracts and (iii) $4 million of capital lease payments. The cash used in financing activities for the three months ended March 31, 2012 was $29 million, comprising of (i) $35 million of repayment of revolver borrowings, (ii) $16 million cash payments on settlement of derivative contracts and, (iii) $4 million of capital lease repayments, offset by (iv) $25 million of proceeds from new revolver borrowings.

Debt and Financing Arrangements

The following table summarizes our net debt position as of March 31, 2013 and December 31, 2012:

(in $ millions)	March 31, 2013		December 31, 2012		Change
Current portion of long-term debt		92		38		54
Long-term debt		3,372		3,392		(20)
Total debt		3,464		3,430		34
Less: cash and cash equivalents		(108)		(110)		2
Less: cash held as collateral		(137)		(137)		—
Net debt		3,219		3,183		36

During the three months ended March 31, 2013, we borrowed $53 million under our revolving credit facility. As of March 31, 2013, we had outstanding borrowings to external lenders of $73 million under our revolving credit facility, with remaining external borrowing capacity of $45 million. Of the total external borrowing capacity available under the revolver borrowings, $57 million is set to expire in August 2013.

As of March 31, 2013, we had approximately $114 million of commitments outstanding under our cash collateralized letter of credit facility and $11 million of commitments outstanding under our synthetic letter of credit facility. The commitments under these two facilities included approximately $68 million in letters of credit issued by us on behalf of Orbitz Worldwide. As of March 31, 2013, we had $21 million of remaining capacity under our letter of credit facilities.

During the three months ended March 31, 2013, $4 million of interest was capitalized into our Second Priority Secured Notes, we repaid $4 million under our capital lease obligations, terminated $1 million of capital leases and entered into $1 million of new capital leases for information technology assets.

Foreign exchange fluctuations resulted in a $19 million decrease in the principal amount of euro denominated debt during the three months ended March 31, 2013.

In March 2013 we announced that we have reached an agreement with certain of our Senior Note holders on comprehensive refinancing plans, including arrangements for our Senior Notes due in 2014 to extend the maturity date until 2016. We entered into a new second lien secured credit agreement pursuant to which we and announced that our parent companies reached an agreement with lenders of Travelport Holdings Limited’s unsecured payment-in-kind term loans.

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In April 2013, we together with our direct and indirect entities completed our previously announced refinancing plans. In connection with this refinancing:

• We completed an exchange offer for substantially all of our existing Senior Notes due in September 2014 and March 2016, including the dollar denominated floating rates notes due 2014, Euro denominated floating rate notes due 2014, 9.875% dollar denominated notes due 2014 and 9% dollar denominated notes due 2016, for approximately $406 million new 13.875% senior fixed rate notes due 2016 of which 2.5% is payable as payment-in-kind interest and new senior floating rate notes due 2016 of approximately $185 million (the “Senior Notes Exchange Offers”). In connection with the Senior Notes Exchange Offers the holders of the new senior notes provided a waiver and release of all claims asserted related to our refinancing in 2011.

• We entered into a new second lien secured credit agreement (“Senior Lien Credit Agreement”) and issued for $630 million of Tranche 1 second priority secured loans due January 2016 (the “Tranche 1 Second Priority Secured Loans”). The cash proceeds were used to (i) repay all $175 million under the 2012 Secured Credit Agreement, (ii) repay in cash approximately $395 million in the Senior Notes Exchange Offers, and (iii) pay consent fees in connections with the exchange offers and consent and credit solicitations. The Tranche 1 Second Priority Secured Loans bear cash interest of LIBOR plus 8% per annum, with a minimum LIBOR floor of 1.5%.

• We completed an exchange offer for our existing Second Priority Secured Notes due December 2016 for an equal principal amount of new second priority secured notes due December 2016 (the “Tranche 2 Second Priority Secured Loans”). The Tranche 2 Second Priority Secured Loans bear cash interest of 4% per annum and payment-in-kind interest of 4.375% per annum.

• We paid a consent fee to holders of our senior subordinated notes in exchange for a waiver and release of all claims asserted in connection with our refinancing in 2011 and amended certain restrictive covenants under the indentures for the senior subordinated notes.

• Our direct parent holding company, Travelport Holdings Limited, acquired all of its outstanding Extended Tranche A Loans in exchange for (i) approximately 43.3% of the outstanding equity of Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of our shares, and (ii) $25 million of newly issued 11.875% senior subordinated notes due 2016, and acquired all of its outstanding Extended Tranche B Loans in exchange for approximately 34.6% of the outstanding equity of Worldwide.

Travelport LLC, our indirect wholly-owned subsidiary, is the borrower (the “Borrower”) under our long term debt arrangements. All obligations under our long term debt arrangements are unconditionally guaranteed by Travelport Limited, as parent guarantor, Waltonville Limited and TDS Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, and, subject to certain exceptions, each of our existing and future domestic wholly-owned subsidiaries. In addition, our secured debt is unconditionally guaranteed by certain existing non-domestic wholly-owned subsidiaries. All obligations under our secured debt, and the guarantees of those obligations, are secured by substantially all the following assets of the Borrower and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Borrower, 100% of the capital stock of each guarantor and 65% of the capital stock of each of our wholly-owned non-US subsidiaries that are directly owned by us or one of the guarantors; and (ii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each U.S. guarantor subject to additional collateral and guarantee obligations.

Total debt per our credit agreements and indentures is broadly defined as total debt excluding the collateralized portion of the “Tranche S” term loans, less cash and cash equivalents. Travelport Adjusted EBITDA is defined under our debt covenants as EBITDA adjusted to exclude the impact of purchase accounting, impairment of goodwill and intangibles assets, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with our restructuring efforts, non-cash equity-based compensation, unrealized gains (losses) on foreign exchange derivatives and other adjustments made to exclude expenses viewed as outside the normal course of operations.

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Foreign Currency and Interest Rate Risk

A portion of the debt used to finance much of our operations is exposed to interest rate and foreign currency exchange rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt and to manage our exposure to changes in foreign currency exchange rates associated with our euro denominated debt. The primary interest rate exposure during the three months ended March 31, 2013 and 2012 was due to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate swaps and foreign currency derivative contacts as the derivative instruments in these hedging strategies.

We also 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 and forecasted earnings of our foreign subsidiaries. We primarily enter into foreign currency forward contracts to manage our foreign currency exposure to the British pound, Euro and Australian dollar.

During the three months ended March 31, 2013, none of the derivative financial instruments used to manage our interest rate and foreign currency exposures were designated as accounting hedges. The fluctuations in the fair value of foreign currency derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of selling, general and administrative expenses in our consolidated condensed statements of operations. (Losses) gains on these foreign currency derivative financial instruments amounted to $(14) million and $14 million for the three months ended March 31, 2013 and 2012, respectively. The fluctuations in the fair value of interest rate derivative financial instruments not designated as hedges for accounting purposes are recorded as a component of interest expense, net, in our consolidated condensed statements of operations. (Losses) gains on these interest rate derivative financial instruments amounted to $(1) million and $1 million for the three months ended March 31, 2013 and 2012, respectively. The fluctuations in the fair values of our derivative financial instruments partially offset the impact of the changes in the value of the underlying risks they are intended to economically hedge.

As of March 31, 2013, our interest rate and foreign currency derivative contracts cover transactions for periods that do not exceed one year. As of March 31, 2013, we had a net liability position of $5 million related to derivative instruments associated with our euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

Contractual Obligations

As of March 31, 2013, our future contractual obligations have not changed significantly from the amounts reported within our 2012 financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2013. In April 2013 we completed our comprehensive refinancing plans as a result of which substantially all of our debt is now scheduled for repayment on or after August 2015.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We assess our market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values, and cash flows, based on a hypothetical 10% change (increase or decrease) in interest rates, and a hypothetical 10% change (increase or decrease) in the value of underlying currencies being hedged against the US dollar. We used March 31, 2013 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 exchange rates. Increases or decreases in interest rates on our variable rate borrowings are expected to be partially offset by corresponding gains or losses related to interest rate derivatives. Gains or losses on the underlying foreign exchange exposures are expected to be partially offset by gains or losses related to foreign currency derivative contracts. We have determined,

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through sensitivity analyses, that the impact of a 10% change in interest rates on our consolidated condensed financial statements would not be material. However, a 10% increase (decrease) in foreign currency exchange rate with respect to the Euro would have resulted in charge of $29 million (benefit of $30 million) to our consolidated condensed statement of operations for the three months ended March 31, 2013 respectively. The material changes in our exposure to market risks have been disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 12, 2013.

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.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) for the three month period ended March 31, 2013. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b) Changes in Internal Control Over Financial Reporting.  There have been no changes in our internal control over financial reporting (as 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.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

American Airlines.  On March 12, 2013, we entered into a settlement agreement to resolve our outstanding litigation with American Airlines and entered into a new long-term distribution agreement. On April 23, 2013, this settlement was approved by the court overseeing the American Airlines bankruptcy proceedings.

Declaratory Judgment.  In connection with the completion of our comprehensive refinancing on April 15, 2013, the holders of our senior notes and senior subordinated notes and Computershare Trust Company, N.A., the trustee under the indentures governing such notes, agreed to waive and release all claims asserted and related to our 2011 debt restructuring. On April 16, 2013, the U.S. District Court for the Southern District of New York dismissed all claims and counterclaims relating to the litigation with prejudice.

Other than as set forth above, 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, 2012, filed with the SEC on March 12, 2013.

Item 1A. Risk Factors.

From time to time, we may be involved in legal proceedings and may experience unfavorable outcomes.

We are, and in the future may be, subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

Other than as set forth above, there are no material changes from the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 12, 2013.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

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Item 5. Other Information.

On May 8, 2013, the Boards of Directors of TDS Investor (Cayman) G.P. Ltd. (“TDS Cayman”) and Travelport Worldwide Limited (“Travelport Worldwide”) approved the acceleration in an aggregate amount of approximately $162,000 for certain performance-based restricted equity units (“REUs”) in TDS Investor (Cayman) L.P. and restricted share units (“RSUs”) in Travelport Worldwide held by Travelport management, effective May 8, 2013. The following performance-based awards were accelerated for our Named Executive Officers: Kurt Ekert (172,182 REUs); Philip Emery (523,948 REUs); and Mark Ryan (172,182 REUs and 52,870 RSUs). In addition, the Board of Directors of TDS Cayman approved the issuance of Class A-2 Interests in the aggregate amount of approximately $672,000, including to our Named Executive Officers as follows: Gordon Wilson (3,600,000 Class A-2 Interests); Eric Bock (1,575,000 Class A-2 Interests); Philip Emery (1,083,000 Class A-2 Interests); Kurt Ekert (622,000 Class A-2 Interests) and Mark Ryan (366,000 Class A-2 Interests).

Iran Sanctions Disclosure

The following activities are disclosed as required by Section 13(r)(1)(D)(iii) of the Exchange Act.

As part of our global business in the travel industry, we provide certain passenger travel-related GDS and airline IT services to Iran Air. We also provide certain airline IT services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

The gross revenue and net income attributable to these activities in the quarter ended March 31, 2013 were approximately $37,800 and $32,100, respectively.

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 9, 2013	By:	/s/    PHILIP EMERY
		Philip Emery
		Executive Vice President and Chief Financial Officer
Date: May 9 , 2013	By:	/s/    ANTONIOS BASOUKEAS
		Antonios Basoukeas
		Group Vice President and Group Financial Controller

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
3.2	Memorandum of Association of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.1	Fifth Supplemental Indenture, dated as of March 20, 2013, by and among Travelport LLC, Travelport Holdings, Inc. and Computershare Trust Company, N.A., as trustee, relating to the 2014 Senior Notes (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.2	Second Supplemental Indenture, dated as of March 20, 2013, by and among Travelport LLC, Travelport Inc. and Computershare Trust Company, N.A., as trustee, relating to the 2016 Senior Notes (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.3	Fifth Supplemental Indenture, dated as of March 20, 2013, by and among Travelport LLC, Travelport Holdings, Inc. and Computershare Trust Company, N.A., as trustee, relating to the Senior Subordinated Notes (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.4	Sixth Supplemental Indenture, dated as of March 25, 2013, by and among Travelport LLC, Travelport Holdings, Inc. and Computershare Trust Company, N.A., as trustee, relating to the 2014 Senior Notes (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.5	Third Supplemental Indenture, dated as of March 25, 2013, by and among Travelport LLC, Travelport Inc. and Computershare Trust Company, N.A., as trustee, relating to the 2016 Senior Notes (Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.6	Sixth Supplemental Indenture, dated as of March 25, 2013, by and among Travelport LLC, Travelport Holdings, Inc. and Computershare Trust Company, N.A., as trustee, relating to the Senior Subordinated Notes (Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.7	First Supplemental Indenture, dated as of March 25, 2013, by and among Travelport LLC and Wells Fargo Bank, National Association, as trustee, relating to the Second Lien Notes (Incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.8	Indenture, dated as of April 15, 2013, by and among Travelport LLC, Travelport Holdings, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 13.875% Senior Fixed Rate Notes due 2016 and the Senior Floating Rate Notes due 2016 (Incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
4.9	Indenture, dated as of April 15, 2013, by and among Travelport LLC, Travelport Holdings, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 11 7/8% Senior Subordinated Notes due 2016 (Incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).

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Exhibit No.	Description
10.1	Second Lien Credit Agreement, dated as of March 11, 2013, by and among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.a r.l., Credit Suisse AG, the lenders from time to time party thereto, Credit Suisse AG, as administrative agent and collateral agent, Credit Suisse Securities (USA) LLC and UBS Securities LLC, as lead arrangers and joint bookrunners and UBS Securities LLC, as syndication agent (Incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed by Travelport Limited on April 17, 2013 (dated April 11, 2013)).
10.2	Form of Restructuring Support Agreement, dated March 11, 2013, by and among Travelport LLC, Travelport Limited and the Consenting Noteholders (as defined therein) (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on March 12, 2013 (dated March 11, 2013)).
10.3	Form of Restructuring Support Agreement, dated March 11, 2013, by and among Travelport Worldwide Limited, Travelport Holdings Limited, Travelport Intermediate Limited and the Consenting Lenders (as defined therein) (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on March 12, 2013 (dated March 11, 2013)).
10.4	Letter Agreement among Doug Steenland and Travelport Limited, effective as of May 1, 2013.
10.5	Letter Agreement among Jeff Clarke and Travelport Limited, effective as of May 1, 2013.
10.6	Letter Agreement of Kurt Ekert, dated as of March 6, 2013.
10.7	Car and Hotel Database Addendum dated January 23, 2013 to Subscriber Services Agreement dated as of July 23, 2007 by and between Travelport, LP, Travelport Global Distribution System, BV and Orbitz Worldwide, LLC.
10.8	API Addendum dated March 25, 2013 to Subscriber Services Agreement dated as of July 23, 2007 by and between Travelport, LP, Travelport Global Distribution System, BV and Orbitz Worldwide, LLC.
31.1	Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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