UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
  (Amendment No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 333-141714
      Travelport Limited
 (Exact name of registrant as
    specified in its charter)
  Bermuda

98-0505100(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification Number)  405 Lexington Avenue
 New York, NY 10174
 (Address of principal executive
    offices, including zip code)
  (212) 915-9150
 (Registrants telephone
    number, including area code)
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT: None.
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT: None.
  o þ
  þ o
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
    DOCUMENTS INCORPORATED BY REFERENCE
 None




---



##### 



EXPLANATORY
    NOTE
  Form 10-K Form 10-K 10-K), 10-K. Rule 12b-15
  10-K Form 10-K/A. Form 10-K/A 10-K Form 10-K/A 10-K.
  PART I  ITEM 1.  BUSINESS
  Overview
      
    The Global Distribution Systems (GDS) businessconsists of the Travelport GDSs, which provide aggregation,
    search and transaction processing services to travel suppliers
    and travel agencies, allowing travel agencies to search,
    compare, process and book 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 approximately 160 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 business provides travel
    distribution services to more than 950 travel suppliers and
    approximately 60,000 online and offline travel agencies, which
    in turn serve millions of end consumers globally. In 2009,
    approximately 148 million tickets were issued through our
    GDS business, with approximately four billion fares available at
    any one time. Our GDS business executed an average of
    75 million searches and processed up to 1.6 billion
    travel-related messages per day in 2009.    
    The GTA businessreceives access to accommodation, ground
    travel, sightseeing and other destination services from travel
    suppliers at negotiated rates and then distributes this
    inventory in over 130 countries, through multiple channels to
    other travel wholesalers, tour operators and travel agencies, as
    well as directly to consumers via its affiliate channels. GTA
    has an inventory of approximately 24,000 hotels worldwide, the
    substantial majority of which are independent of major hotel
    chains, and over 56 million hotel rooms on an annual basis.  Company
    History
   1




---



##### 



Company
    Information
  (212) 915-9150). Form 10-K, Form 10-Q, Form 8-K www.travelport.com Regulation S-K, Form 10-K, Form 10-Q Form 8-K
  The GDS
    Business
   2




---



##### 



Travel Suppliers.
      Americas

Europe

MEA

APACAmerican Airlines

Air France

Emirates Airlines

Cathay PacificDelta Air Lines

Alitalia

Qatar Airways

Jet AirwaysNorthwest Airlines

British Airways

Saudi Arabian Airlines

Qantas AirwaysUnited Airlines

KLM

South African Airways

Singapore AirlinesUS Airways

Lufthansa Airlines

Turkish Airlines

Thai Airways      3




---



##### 



Travel Agencies.
       4




---



##### 



Airline IT Solutions. e-ticketing
  
    Hosting solutions.  These solutions encompass
    mission-critical systems for airlines such as internal
    reservation system services, seat and fare class inventory
    management, flight operations technology services and software
    development services. Our internal reservation system services
    include the operation, maintenance, development and hosting of
    an airlines internal reservation system and include seat
    availability, reservations, fares and pricing, ticketing and
    baggage services. These services are integral to an
    airlines operations as they are the means by which an
    airline sells tickets to passengers and also drive all the other
    key passenger-related services and revenue processes and systems
    within the airline. Flight operations technology services
    provide operational support to airlines, from pre-flight
    preparation through to departure and landing. Some of these
    services include weight and balance, flight planning and
    tracking, passenger boarding, flight crew management, passenger
    manifests and cargo. Software development services focus on
    creating innovative software for use in an airlines
    internal reservation system and flight operations systems.    
    IT subscription services.  While some airlines
    elect to have their internal reservation system run by a single
    IT services provider, others prefer to outsource selected
    functions to multiple IT services providers. We have developed,
    in part through our hosting arrangements, an array of
    leading-edge IT subscription services for mission-critical
    applications in fares, pricing and
    e-ticketing.
    We provide these services to 235 airlines and airline ground
    handlers, of which 44 are direct customers and 191 are indirect
    customers that receive our services through an intermediary.
    Direct IT subscription customers include Emirates, Air New
    Zealand and Alitalia. Our IT subscription services include:  Fares and Pricing/e-pricing/Global Fares:
  Electronic Ticketing:
  Rapid Reprice:
  Fare Verified:
  Interchange: e-ticketing
  
    Business Intelligence.  As part of our GDS
    business, we also provide data to airlines, travel agencies,
    hotels, car rental companies and other travel industry
    participants. Our data sets are critical to these businesses in
    the management of their own operations and the optimization of
    their industry position and revenue-generating potential.
    Travelport Business Intelligence is a leader in providing
    businesses involved in all aspects of travel with access to both
    traditional and proprietary market intelligence data sets. We
    provide market-sensitive data to 120 airlines, supporting
    processes such as GDS billing, airline revenue accounting and
    industry settlement. 5




---



##### 



We also supply marketing-oriented raw data sets, data processing
    services, consulting services and web-based analytical tools to
    48 airlines, travel agencies and other travel related companies
    worldwide to support their business processes, such as airline
    network planning, revenue management, pricing, sales and
    partnership management. This combined offering of data and
    analytical capabilities delivers market intelligence to
    businesses that use the information to enhance their industry
    position. A primary data product supplies raw GDS
    booking data with details of routes, fares and prices. No
    personally identifiable data is provided.  New Products and Products in
    Development.
  
    Search and Shopping.  We are investing to
    improve the speed, quality of results and functionality
    available for searches. The existing product suite includes our
    e-Pricing, a
    leading tool due for further roll-out in 2010, which requires a
    single entry to initiate searches across published, negotiated,
    web and advertised fares and returns shopping results in
    seconds. Our
    e-Pricing
    product outperforms in finding the lowest fare available and
    generates the greatest average saving.
    Travelport Universal Desktop,due for launch in the third
    quarter of 2010, will be a fully-integrated intelligent desktop,
    unifying selling and merchandising programs, automating
    processes and providing a single integrated channel to access
    full GDS, LCC, hotel, car rental and rail content from multiple
    sources. Universal Desktop will deliver a new graphic interface
    that is faster, more user-friendly and offers greater
    flexibility than the traditional green screen
    interface. In addition to allowing agencies to configure the
    desktop to satisfy their respective customer needs, Universal
    Desktop will also feature a dashboard and activity panel that
    will provide the latest information, access reports, calendars
    and email within the same application. The Universal Record
    feature, which will combine components of a travel itinerary
    irrespective of source, will remove the need for duplication by
    travel agencies. Further tools will include traveler profiling,
    supplier preferencing, policy and quality control, agency search
    capabilities, customer service automation, continuity checking,
    data tracking and access to management information.
    Travelport Traversais a corporate travel online booking
    tool that allows business travelers to shop for and book their
    own reservations quickly and cost-effectively while enabling
    corporations to maintain travel policies, maximize supplier
    agreements, standardize processes and achieve high online
    adoption. Traversa has over 444,000 active traveler profiles and
    processes in excess of 2 million segments annually.
    Merchandising and Advertising.  We offer a
    suite of travel sales and marketing capabilities which allow
    travel suppliers flexibility in how they sell products or target
    special offers to particular traveler groups. It enables travel
    agencies to tailor their product offers to end customers and
    provides a platform on which such products can be advertised and
    sold.
    eNett (Payment Services Joint Venture)is developing
    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.
    eNetts billing and settlement solutions via web-based
    technology can be integrated or accessed as an independent
    system.  GDS Sales and Marketing.
   6




---



##### 



GDS Competitive Landscape.
    start-up
    
    the timeliness, reliability and scope of travel inventory and
    related information offered;
    service, reliability and ease of use of the system;
    the number and size of travel agencies utilizing our GDSs and
    the fees charged and inducements paid to travel agencies;
    travel supplier participation levels, inventory and the
    transaction fees charged to travel suppliers; and
    the range of products and services available to travel suppliers
    and travel agencies.  Airline IT Solutions Competitive
    Landscape.
  Technology.
 7




---



##### 



The GTA
    Business
  GTA.
        Octopus Travel.
 8




---



##### 



Travel Suppliers.
  Travel Wholesalers, Travel Agencies and Tour
    Operators.
  GTA Sales and Marketing.
  Technology.
      GTA Competitive Landscape.
 9




---



##### 




    the choice and availability of travel inventory;
    customer service;
    the strength of independent hotel relationships;
    the breadth, diversification and strength of local tour operator
    and travel agency relationships;
    pricing pressures, which have increased in mature markets in
    Europe and North America as a result of increased use of new
    distribution channels (such as online travel agencies and hotel
    websites);
    the reliability of the reservation system;
    the geographic scope of products and services offered; and
    the ability to package products and services in ways appealing
    to travelers.  Material
    Agreements
  Form 8-K
    Form 8-K
  Financial
    Data of Segments and Geographic Areas
  Form 10-K.
  Intellectual
    Property
  ® ® ® ® ® ® ® ®
    Employees
   10




---



##### 



Government
    Regulation
      GDS
    Regulations
          GTA
    Regulations
  and/or
  Travel
    Agency Regulations
   11




---



##### 



Privacy
    and Data Protection Regulations
            Marketing
    Operation Regulations
  country-by-country
  Internet
    Regulations
   12




---



##### 



e-commerce
 13




---



##### 



ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.  ITEM 15(A)(3)
    EXHIBITS.  ExhibitNumber

Description31
.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.  14




---



##### 



SIGNATURES      Simon
    Gray
 Senior Vice President and
    Chief Accounting Officer
      Signature

Title

Date/s/  Jeff
    Clarke

President, Chief Executive Officer and

April 16, 2010(Jeff Clarke)

Director/s/  Philip
    Emery

Executive Vice President and Chief Financial

April 16, 2010(Philip Emery)

Officer/s/  Paul
    C. Schorr
    IV

Chairman of the Board and Director

April 16, 2010(Paul C. Schorr IV)/s/  Martin
    Brand

Director

April 16, 2010(Martin Brand)/s/  William
    J.G.
    Griffith

Director

April 16, 2010(William J.G. Griffith)/s/  M.
    Gregory
    OHara

Director

April 16, 2010(M. Gregory OHara)  15