##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
   Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-33599
   ORBITZ WORLDWIDE,
    INC.
 (Exact name of registrant as
    specified in its charter)
   Delaware

20-5337455(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)500 W. Madison Street
    Suite 1000
    Chicago, Illinois(Address of principal executive
    offices)

60661(Zip Code)   (312) 894-5000
 (Registrants telephone
    number, including area code)
  þ o
  Regulation S-T o o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

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

Smaller reporting
    company o   Rule 12b-2 o þ




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##### 





Table of
    Contents
   
 PageForward-Looking Statements


3PART I


Financial InformationItem 1.


Financial Statements (Unaudited)


4Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2010 and 2009
    (Unaudited)


4Condensed Consolidated Balance Sheets as of
    June 30, 2010 (Unaudited) and
    December 31, 2009


5Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2010 and 2009
    (Unaudited)


6Condensed Consolidated Statements of
    Comprehensive Income (Loss) for the Three and Six Months
    Ended June 30, 2010 and 2009 (Unaudited)


7Condensed Consolidated Statement of
    Shareholders Equity for the Six Months Ended June 30,
    2010 (Unaudited)


8Notes to Condensed Consolidated Financial
    Statements (Unaudited)


9Item 2.


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


28Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


48Item 4.


Controls and Procedures


49PART II


Other InformationItem 1.


Legal Proceedings


49Item 1A.


Risk Factors


50Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


50Item 3.


Defaults Upon Senior Securities


51Item 4.


Reserved


51Item 5.


Other Information


51Item 6.


Exhibits


51Signatures


52EX-10.5EX-10.6EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Forward-Looking
    Statements  Form 10-Q Form 10-K Form 10-Q Form 10-K. Form 10-Q.
  Form 10-Q
 3




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements.  ORBITZ
    WORLDWIDE, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)
 (in thousands, except share and per share data)
  Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009Net revenue

$
193,491


$
187,959


$
380,644


$
376,352Cost and expensesCost of revenue


37,349



34,099



75,599



69,455Selling, general and administrative


59,635



59,496



123,425



125,924Marketing


55,282



53,558



112,939



117,827Depreciation and amortization


19,683



18,284



38,669



32,672Impairment of other assets (see Note 8)










1,704



Impairment of goodwill and intangible assets














331,527Total operating expenses


171,949



165,437



352,336



677,405Operating income (loss)


21,542



22,522



28,308



(301,053
)Other (expense) incomeNet interest expense


(10,943
)


(14,598
)


(22,254
)


(29,111
)Other income


417



2,148



18



2,113Total other (expense)


(10,526
)


(12,450
)


(22,236
)


(26,998
)Income (loss) before income taxes


11,016



10,072



6,072



(328,051
)Provision (benefit) for income taxes


1,283



(204
)


1,600



(2,171
)Net income (loss)

$
9,733


$
10,276


$
4,472


$
(325,880
)Net income (loss) per share  basic:Net income (loss) per share

$
0.10


$
0.12


$
0.05


$
(3.89
)Weighted average shares outstanding


101,927,549



83,873,230



99,346,552



83,734,112Net income (loss) per share  diluted:Net income (loss) per share

$
0.09


$
0.12


$
0.04


$
(3.89
)Weighted average shares outstanding


105,671,169



84,208,662



103,244,429



83,734,112    4




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)
 (in thousands, except share data)
  June 30,


December 31,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
144,520


$
88,656Accounts receivable (net of allowance for doubtful accounts of
    $686 and $935, respectively)


62,420



54,708Prepaid expenses


16,917



17,399Due from Travelport, net


20,972



3,188Other current assets


5,341



5,702Total current assets


250,170



169,653Property and equipment, net


166,679



180,962Goodwill


709,131



713,123Trademarks and trade names


153,514



155,090Other intangible assets, net


10,271



18,562Deferred income taxes, non-current


9,101



9,954Other non-current assets


53,370



46,898Total Assets

$
1,352,236


$
1,294,242Liabilities and Shareholders EquityCurrent liabilities:Accounts payable

$
24,784


$
30,279Accrued merchant payable


282,793



219,073Accrued expenses


119,482



112,771Deferred income


42,365



30,924Term loan, current


9,956



20,994Other current liabilities


5,719



5,162Total current liabilities


485,099



419,203Term loan, non-current


482,065



555,582Line of credit






42,221Tax sharing liability


103,257



108,736Unfavorable contracts


9,386



9,901Other non-current liabilities


23,174



28,096Total Liabilities


1,102,981



1,163,739Commitments and contingencies (see Note 9)Shareholders Equity:Preferred stock, $0.01 par value, 100 shares
    authorized, no shares issued or outstanding






Common stock, $0.01 par value, 140,000,000 shares
    authorized, 101,378,775 and 83,831,561 shares issued and
    outstanding, respectively


1,014



838Treasury stock, at cost, 25,237 and 24,521 shares held,
    respectively


(52
)


(48
)Additional paid in capital


1,027,142



921,425Accumulated deficit


(780,900
)


(785,372
)Accumulated other comprehensive income (loss) (net of
    accumulated tax benefit of $2,558 and $2,558, respectively)


2,051



(6,340
)Total Shareholders Equity


249,255



130,503Total Liabilities and Shareholders Equity

$
1,352,236


$
1,294,242    5




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
 (in thousands)
  Six Months EndedJune 30,2010


2009Operating activities:Net income (loss)

$
4,472


$
(325,880
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Net gain on extinguishment of debt


(57
)


(2,172
)Depreciation and amortization


38,669



32,672Impairment of other assets


1,704



Impairment of goodwill and intangible assets






331,527Amortization of unfavorable contract liability


(1,764
)


(1,650
)Non-cash net interest expense


7,984



8,128Deferred income taxes


114



(4,218
)Stock compensation


8,575



8,289Provision for bad debts


(289
)


230Changes in assets and liabilities:Accounts receivable


(9,456
)


(3,414
)Deferred income


12,340



15,971Due to/from Travelport, net


(17,962
)


9,543Accrued merchant payable


75,306



52,638Accounts payable, accrued expenses and other current liabilities


(1,888
)


(9,296
)Other


(3,088
)


(13,573
)Net cash provided by operating activities


114,660



98,795Investing activities:Property and equipment additions


(17,099
)


(20,544
)Changes in restricted cash


(914
)


Net cash (used in) investing activities


(18,013
)


(20,544
)Financing activities:Proceeds from issuance of common stock, net of issuance costs


48,930



Payment of fees to repurchase a portion of the term loan


(248
)


Payments on the term loan


(20,994
)


(2,975
)Payments to extinguish debt


(13,488
)


(7,774
)Payments to satisfy employee tax withholding obligations upon
    
    vesting of equity-based awards


(1,099
)


(235
)Proceeds from exercise of employee stock options


65



Payments on tax sharing liability


(10,239
)


(8,087
)Proceeds from line of credit






99,457Payments on line of credit


(42,221
)


(59,823
)Proceeds from note payable


800



Net cash (used in) provided by financing activities


(38,494
)


20,563Effects of changes in exchange rates on cash and cash equivalents


(2,289
)


1,380Net increase in cash and cash equivalents


55,864



100,194Cash and cash equivalents at beginning of period


88,656



31,193Cash and cash equivalents at end of period

$
144,520


$
131,387Supplemental disclosure of cash flow information:Income tax payments, net

$
1,902


$
2,065Cash interest payments, net of capitalized interest of $18 and
    $75, respectively

$
13,781


$
21,175Non-cash investing activity:Capital expenditures incurred not yet paid

$
613


$
2,300Non-cash financing activity:Repayment of term loan in connection with debt-equity exchange

$
49,564



    6




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
 CONDENSED CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 (in thousands)
  Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009Net income (loss)

$
9,733


$
10,276


$
4,472


$
(325,880
)Other comprehensive (loss) income, net of income taxesCurrency translation adjustment


(656
)


(2,939
)


7,491



(2,916
)Unrealized gains on floating to fixed interest rate swaps


619



2,371



900



4,238Other comprehensive (loss) income


(37
)


(568
)


8,391



1,322Comprehensive income (loss)

$
9,696


$
9,708


$
12,863


$
(324,558
)    7




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
 CONDENSED CONSOLIDATED STATEMENT OF
    SHAREHOLDERS EQUITY (UNAUDITED)
 (in thousands, except share data)
  AccumulatedAdditional





Other


TotalCommon Stock


Treasury Stock


Paid in


Accumulated


Comprehensive


ShareholdersShares


Amount


Shares


Amount


Capital


Deficit


(Loss) Income


EquityBalance at December 31, 2009


83,831,561


$
838



24,521


$
(48
)

$
921,425


$
(785,372
)

$
(6,340
)

$
130,503Net income






















4,472







4,472Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting


















7,480











7,480Common shares issued pursuant to Exchange Agreement and Stock
    Purchase Agreement (see Note 6)


17,166,673



172











98,176











98,348Common shares issued upon vesting of restricted stock units


370,655



4











(4
)










Common shares issued upon exercise of stock options


10,602















65











65Common shares withheld to satisfy employee tax withholding
    obligations upon vesting of restricted stock


(716
)






716



(4
)














(4
)Other comprehensive income


























8,391



8,391Balance at June 30, 2010


101,378,775


$
1,014



25,237


$
(52
)

$
1,027,142


$
(780,900
)

$
2,051


$
249,255    8




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)  1.
    Basis of
    Presentation  Description
    of the Business
  Form 10-Q)
  Form 10-Q.
  business-to-consumer and/or
    Basis of
    Presentation
  Form 10-K Form 10-Q,
   9




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Recently
    Issued Accounting Pronouncements      3.
    Property
    and Equipment, Net    June 30, 2010


December 31, 2009(in thousands)Capitalized software

$
234,104


$
221,261Furniture, fixtures and equipment


69,719



68,896Leasehold improvements


12,947



13,443Construction in progress


13,296



13,482Gross property and equipment


330,066



317,082Less: accumulated depreciation and amortization


(163,387
)


(136,120
)Property and equipment, net

$
166,679


$
180,962  10




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Goodwill
    and Intangible Assets    June 30, 2010


December 31, 2009(in thousands)Goodwill and Indefinite-Lived Intangible Assets:Goodwill

$
709,131


$
713,123Trademarks and trade names


153,514



155,090     Amount(in thousands)Balance at December 31, 2009, net of accumulated impairment
    of $459,199

$
713,123Impact of foreign currency translation (a)


(3,992
)Balance at June 30, 2010, net of accumulated impairment of
    $459,199

$
709,131   (a)
    
    Goodwill is allocated among our subsidiaries, including certain
    international subsidiaries. As a result, the carrying amount of
    our goodwill is impacted by foreign currency translation each
    period.    June 30, 2010


December 31, 2009Gross





Net


Weighted


Gross





Net


WeightedCarrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Useful Life


Amount


Amortization


Amount


Useful Life(in thousands)





(in years)





(in thousands)





(in years)Finite-Lived Intangible Assets:Customer relationships

$
65,519


$
(57,454
)

$
8,065



4


$
66,190


$
(50,329
)

$
15,861



4Vendor relationships and other


4,764



(2,558
)


2,206



7



5,072



(2,371
)


2,701



7Total Finite-Lived Intangible Assets

$
70,283


$
(60,012
)

$
10,271



5


$
71,262


$
(52,700
)

$
18,562



5       Year

(in thousands)2010 (remaining 6 months)

$
3,0212011


2,6082012


2,3412013


1,5912014


710Total

$
10,271  11




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accrued
    Expenses    June 30, 2010


December 31, 2009(in thousands)Advertising and marketing

$
29,658


$
17,897Employee costs (a)


21,210



32,684Tax sharing liability, current


19,726



17,390Professional fees


6,626



4,414Customer service costs


6,548



5,575Contract exit costs


5,967



4,858Rebates


5,889



5,928Technology costs


4,200



4,413Unfavorable contracts, current


3,755



3,300Facilities costs


1,387



2,588Other


14,516



13,724Total accrued expenses

$
119,482


$
112,771   (a)
    
    The change in employee costs from December 31, 2009 to
    June 30, 2010 primarily represents the payment of employee
    bonuses during the first quarter of 2010.At June 30, 2010 and December 31, 2009, the employee
    costs line item included accrued severance costs of
    $1.7 million and $3.2 million, respectively, of which
    $0.8 million and $3.2 million, respectively, were
    associated with actions taken in 2009. The majority of the costs
    related to these 2009 actions are expected to be paid during the
    remainder of 2010.  6.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
   12




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Amount(in thousands)Balance at December 31, 2009

$
576,576Principal prepayments


(20,994
)Repurchases (a)


(63,561
)Balance at June 30, 2010

$
492,021   (a)
    
    On January 26, 2010, pursuant to an Exchange Agreement we
    entered into with PAR Investment Partners, L.P.
    (PAR), as amended, PAR exchanged $49.6 million
    aggregate principal amount of the Term Loan for
    8,141,402 shares of our common stock. We immediately
    retired the portion of the Term Loan purchased from PAR in
    accordance with the amendment (the Amendment) to the
    Credit Agreement that we entered into in June 2009. The fair
    value of our common shares issued in the exchange was
    $49.4 million. After taking into account the write-off of
    unamortized debt issuance costs of $0.4 million and
    $0.2 million of other miscellaneous fees incurred to
    purchase this portion of the Term Loan, we recorded a
    $0.4 million loss on extinguishment of this portion of the
    Term Loan, which is included in other income in our condensed
    consolidated statement of operations for the six months ended
    June 30, 2010. Concurrently, pursuant to a Stock Purchase
    Agreement we entered into with Travelport, Travelport purchased
    9,025,271 shares of our common stock for $50.0 million
    in cash. We incurred $1.1 million of issuance costs
    associated with these equity investments by PAR and Travelport,
    which are included in additional paid in capital in our
    condensed consolidated balance sheet at June 30, 2010.In May 2010, we used a portion of the cash proceeds received
    from Travelports purchase of shares of our common stock in
    January 2010 to purchase $14.0 million in principal amount
    of the Term Loan. We immediately retired this portion of the
    Term Loan in accordance with the Amendment. The principal amount
    of the Term Loan purchased (net of associated unamortized debt
    issuance costs of $0.1 million) exceeded the amount we paid
    to purchase this portion of the Term Loan by $0.4 million.
    Accordingly, we recorded a $0.4 million gain on
    extinguishment of a portion of the Term Loan, which is included
    in other income in our condensed consolidated statements of
    operations for each of the three and six months ended
    June 30, 2010.   13




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revolver
        Year

(in thousands)2010 (remaining 6 months)

$
2011


9,9562012


2013


2014


482,065Total

$
492,021   7.
    Tax
    Sharing Liability    Amount(in thousands)Balance at December 31, 2009

$
126,126Accretion of interest expense (a)


7,096Cash payments


(10,239
)Balance at June 30, 2010

$
122,983   (a)
    
    We accreted interest expense related to the tax sharing
    liability of $3.5 million and $3.4 million for the
    three months ended June 30, 2010 and June 30, 2009,
    respectively, and $7.1 million for each of the six months
    ended June 30, 2010 and June 30, 2009. 14




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Year

(in thousands)2010 (remaining 6 months)

$
10,3262011


21,8912012


16,8242013


17,5302014


18,098Thereafter


119,112Total

$
203,781   8.
    Unfavorable
    Contracts   15




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amount(in thousands)Balance at December 31, 2009

$
13,201Amortization (a)


(1,764
)Impairment (b)


1,704Balance at June 30, 2010

$
13,141   (a)
    
    We recognized net amortization for the unfavorable portion of
    the Charter Associate Agreements in the amount of
    $1.0 million ($2.2 million was recorded as an increase
    to net revenue and $1.2 million was recorded as an increase
    to marketing expense) for the three months ended June 30,
    2010 and $0.9 million ($2.4 million was recorded as an
    increase to net revenue and $1.5 million was recorded as an
    increase to marketing expense) for the three months ended
    June 30, 2009. We recognized net amortization for the
    unfavorable portion of the Charter Associate Agreements in the
    amount of $1.8 million ($4.5 million was recorded as
    an increase to net revenue and $2.7 million was recorded as
    an increase to marketing expense) for the six months ended
    June 30, 2010 and $1.7 million ($4.7 million was
    recorded as an increase to net revenue and $3.0 million was
    recorded as an increase to marketing expense) for the six months
    ended June 30, 2009.(b)
    
    During the first quarter of 2010, we recorded a non-cash charge
    to impair the portion of the asset related to the expected
    in-kind marketing and promotional support to be received from
    Northwest Airlines under our Charter Associate Agreement with
    that airline. As a result of the completion of the operational
    merger of Northwest Airlines and Delta Airlines into a single
    operating carrier, Northwest Airlines was no longer obligated to
    provide us with in-kind marketing and promotional support after
    June 1, 2010. This impairment charge is reflected as
    impairment of other assets in our condensed consolidated
    statement of operations for the six months ended June 30,
    2010.    9.
    Commitments
    and Contingencies  Form 10-K,
  2010 (remaining6 months)

2011

2012

2013

2014

Thereafter

Total(in thousands)Telecommunications service agreement (a)

$
454


$
2,500


$
2,500


$



$



$



$
5,454   (a)
    
    In January 2010, we entered into a new three-year
    telecommunications service agreement, which requires a minimum
    annual commitment of $2.5 million.   16




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Company
    Litigation
      and/or
   17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Surety
    Bonds and Bank Guarantees
    Financing
    Arrangements
  non-U.S. regulatory
  10.
    Income
    Taxes    Amount(in thousands)Balance at December 31, 2009

$
4,910Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(80
)Impact of foreign currency translation


(60
)Balance at June 30, 2010

$
4,770      18




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Equity-Based
    Compensation    Stock
    Options
    Weighted Average


AggregateWeighted Average


Remaining


IntrinsicExercise Price


Contractual Term


ValueShares


(per share)


(in years)


(in thousands)Outstanding at December 31, 2009


4,236,083


$
9.46



6.5


$
4,737Granted


850,000


$
4.90



6.9Granted in connection with stock option exchange (a)


433,488


$
5.22



7.1Exercised


(10,602
)

$
6.11



5.0Forfeited


(530,535
)

$
13.95



6.8Cancelled in connection with stock option exchange (a)


(1,260,598
)

$
15.00



7.1Outstanding at June 30, 2010


3,717,836


$
5.42



5.9


$
3Exercisable at June 30, 2010


1,333,178


$
5.85



5.6



   (a)
    
    On May 3, 2010, we commenced an offer to eligible employees
    to exchange certain
    out-of-the-money
    options to purchase our common stock for a lesser number of new
    stock options with an exercise price equal to the fair market
    value of our common stock at the completion of the exchange
    offer. Stock options eligible for the exchange were those with
    an exercise price per share of $15.00 that were granted at the
    time of the IPO. The offering period closed on May 28,
    2010. On that date, 1,260,598 stock options were tendered and
    exchanged for 433,488 new stock options with an exercise price
    of $5.22 per share. No incremental compensation expense was
    recognized in connection with the exchange because the fair
    value of the new stock options granted approximated the fair
    value of the stock options exchanged. The vesting terms and
    contractual expiration of the new stock options granted did not
    change as a result of the exchange. However, the option holders
    who elected to participate in the exchange are required to wait
    until the six-month anniversary of the completion of the
    exchange before exercising any of their new stock options,
    including those new stock options that vest during that
    six-month
    period. 19




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Assumptions:Dividend yield


Expected volatility


43
%Expected life (in years)


4.68Risk-free interest rate


2.17
%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2009


5,650,750


$
4.31Granted


1,225,000


$
5.01Vested (a)


(554,200
)

$
4.71Forfeited


(308,058
)

$
6.21Unvested at June 30, 2010


6,013,492


$
4.30   (a)
    
    We issued 370,655 shares of common stock in connection with
    the vesting of restricted stock units during the six months
    ended June 30, 2010, which is net of the number of shares
    retained (but not issued) by us in satisfaction of minimum tax
    withholding obligations associated with the vesting.   20




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Performance-Based
    Restricted Stock Units
    Weighted AveragePerformance-Based


Grant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2009


227,679


$
6.28Granted (a)


387,000


$
4.90Unvested at June 30, 2010


614,679


$
5.41   (a)
    
    On June 2, 2010, the Compensation Committee approved a
    grant of PSUs to certain of our executive officers. The PSUs
    entitle the executives to receive one share of our common stock
    for each PSU, subject to the satisfaction of a performance
    condition. The performance condition requires that the
    Companys adjusted EBITDA for fiscal year 2010 equal or
    exceed a certain threshold, or each PSU will be forfeited. If
    this performance condition is met, the PSUs will vest annually
    over a four-year period. As of June 30, 2010, the Company
    expects that the performance condition will be satisfied.  Restricted
    Stock
    Non-Employee
    Directors Deferred Compensation Plan
    Weighted AverageGrant DateDeferred


Fair ValueStock Units


(per share)Outstanding at December 31, 2009


692,066


$
4.13Granted


230,486


$
4.89Outstanding at June 30, 2010


922,552


$
4.32   non-employee
  Compensation
    Expense
   21




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     12.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
    Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100.0 million

May 30, 2008

May 31, 2011


3.39
%

Three-month LIBOR$100.0 million

September 30, 2008

September 30, 2010


2.98
%

One-month LIBOR$100.0 million

January 29, 2010

January 31, 2012


1.15
%

One-month LIBOR$100.0 million

January 29, 2010

January 31, 2012


1.21
%

Three-month LIBOR       Fair Value Measurements as ofBalance Sheet Location

June 30, 2010

December 31, 2009(in thousands)Liability Derivatives:Interest rate swaps

Other current liabilities

$
3,150


$
1,899Interest rate swaps

Other non-current liabilities


1,286



3,437     Gain (Loss)Recognized in(Loss) Reclassified

Income (IneffectiveGain in Other

from Accumulated

Portion and theComprehensive

OCI into

Amount ExcludedIncome

Interest Expense

from Effectiveness(OCI)

(Effective Portion)

Testing)Three Months Ended

Three Months Ended

Three Months EndedJune 30,

June 30,

June 30,2010

2009

2010

2009

2010

2009(in thousands)Interest rate swaps

$
619


$
2,371


$
(1,894
)

$
(3,253
)

$



$
   Gain (Loss)(Loss) Reclassified

Recognized inGain in Other

from Accumulated

Income (IneffectiveComprehensive

OCI into

Portion and theIncome

Interest Expense

Amount Excluded(OCI)

(Effective Portion)

from EffectivenessSix Months Ended

Six Months Ended

Testing)June 30,

June 30,

Six Months Ended June 30,2010

2009

2010

2009

2010

2009(in thousands)Interest rate swaps

$
900


$
4,238


$
(3,677
)

$
(6,140
)

$



$
  22




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Foreign
    Currency Hedges
      Fair Value Measurements as ofBalance Sheet Location

June 30, 2010

December 31, 2009(in thousands)Liability Derivatives:Foreign currency hedges


Other current liabilities


$
927


$
1,208     Gain (Loss) inSelling, General &Administrative ExpenseThree Months Ended June 30,

Six Months Ended June 30,2010

2009

2010

2009(in thousands)Foreign currency hedges (a)

$
1,994


$
(6,993
)

$
5,358


$
(7,073
)   (a)
    
    We recorded transaction (losses) gains associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $(1.2) million and $8.9 million in the three months
    ended June 30, 2010 and June 30, 2009, respectively,
    and $(9.2) million and $7.1 million in the six months
    ended June 30, 2010 and June 30, 2009, respectively.
    Transaction (losses) gains are included in selling, general and
    administrative expense in our condensed consolidated statements
    of operations. The net impact of transaction (losses) gains
    associated with the re-measurement of our foreign denominated
    assets and liabilities and gains (losses) incurred on our
    foreign currency hedges was a net gain of $0.8 million and
    $1.9 million in the three months ended June 30, 2010
    and June 30, 2009, respectively, and a net loss of
    $(3.8) million in the six months ended June 30, 2010
    and $0 in the six months ended June 30, 2009. 23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Net
    Income (Loss) per Share    Three Months Ended June 30,


Six Months Ended June 30,2010


2009


2010


2009(in thousands, except share and per share data)Net income (loss)

$
9,733


$
10,276


$
4,472


$
(325,880
)Net income (loss) per share:Basic

$
0.10


$
0.12


$
0.05


$
(3.89
)Diluted

$
0.09


$
0.12


$
0.04


$
(3.89
)Weighted average shares outstanding:Basic


101,927,549



83,873,230



99,346,552



83,734,112Dilutive effect of:Stock options


84,017







143,549



Restricted stock units


3,659,202



334,901



3,753,754



Restricted stock


401



531



574



Diluted (a)


105,671,169



84,208,662



103,244,429



83,734,112   (a)
    
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted net loss per
    share for the six months ended June 30, 2009 because we had
    a net loss for the period. Accordingly, the inclusion of these
    equity awards would have had an antidilutive effect on diluted
    net loss per share.    Three Months Ended June 30,


Six Months Ended June 30,Antidilutive Equity Awards

2010


2009


2010


2009Stock options


2,655,638



4,430,466



2,655,638



4,430,466Restricted stock units


334,963



2,079,308



388,535



2,977,671Restricted stock






4,391







4,391Performance-based restricted stock units


614,679



227,679



614,679



227,679Total


3,605,280



6,741,844



3,658,852



7,640,207   14.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    June 30, 2010

December 31, 2009(in thousands)Due from Travelport, net

$
20,972


$
3,188  24




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended June 30,


Six Months Ended June 30,2010


2009


2010


2009(in thousands)Net revenue (a)

$
31,738


$
33,432


$
63,675


$
63,031Cost of revenue


114



243



261



243Selling, general and administrative expense


140



250



163



724Interest expense


841



870



1,786



1,856   (a)
    
    These amounts include net revenue related to our GDS services
    agreement and bookings sourced through Donvand Limited and
    OctopusTravel Group Limited (doing business as Gullivers Travel
    Associates, GTA) for the periods presented.    Letters
    of Credit
    Stock
    Purchase Agreement
    Related
    Party Transactions with Affiliates of Blackstone and
    TCV
     25




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30, 2010

December 31, 2009(in thousands)Accounts receivable

$
47


$
62Prepaid expenses






78Accounts payable


6,208



5,432Accrued expenses


2,254



2,461Accrued merchant payable


7,866



6,131Other current liabilities


171



Other non-current liabilities


629



     Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009(in thousands)Net revenue

$
5,872


$
4,933


$
10,541


$
7,661Cost of revenue (a)


7,872



4,748



15,463



10,759Selling, general and administrative expense (b)


738



864



1,430



1,862   (a)
    
    The amounts shown represent call center and telesales costs
    incurred under our outsourcing agreements with Intelenet.(b)
    
    Of the amounts shown for the three months ended June 30,
    2010 and June 30, 2009 and the six months ended
    June 30, 2010 and June 30, 2009, $0.6 million,
    $0.7 million, $1.2 million and $1.6 million,
    respectively, represent costs incurred under our outsourcing
    agreements with Intelenet for back office administrative,
    information technology and financial services. 26




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Fair
    Value Measurements    Fair Value Measurements as ofJune 30, 2010


December 31, 2009Quoted


Significant








Quoted


Significantprices in


other


Significant





prices in


other


SignificantBalance at


active


observable


unobservable


Balance at


active


observable


unobservableJune 30,


markets


inputs


inputs


December 31,


markets


inputs


inputs2010


(Level 1)


(Level 2)


(Level 3)


2009


(Level 1)


(Level 2)


(Level 3)(in thousands)Foreign currency hedge liabilities (see Note 12 
    Derivative Financial Instruments)

$
927


$
927


$



$



$
1,208


$
1,208


$



$
Interest rate swap liabilities (see Note 12 
    Derivative Financial Instruments)

$
4,436


$



$
4,436


$



$
5,336


$



$
5,336


$
         Fair
    Value of Financial Instruments
     27




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The following discussion should be read in conjunction with
    our condensed consolidated financial statements included
    elsewhere in this report and our 2009 Annual Report on
    Form 10-K
    filed with the SEC on March 3, 2010.
  OVERVIEW
          Demand
  business-to-consumer business-to-business
  Supply
    Retailing
   28




---



##### Table of Contents



Industry
    Trends
          year-over-year
       29




---



##### Table of Contents



Recent
    Developments
    RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
  year-over-year year-over-year
    30




---



##### Table of Contents



Three Months Ended








Six Months EndedJune 30,


$


%


June 30,


$


%2010


2009


Change


Change


2010


2009


Change


Change(in thousands)











(in thousands)Gross bookingsDomesticAir

$
2,073,924


$
1,714,962


$
358,962



21
%

$
3,890,061


$
3,136,013


$
754,048



24
%Non-air


584,194



553,532



30,662



6
%


1,205,454



1,147,560



57,894



5
%Total domestic gross bookings


2,658,118



2,268,494



389,624



17
%


5,095,515



4,283,573



811,942



19
%InternationalAir


274,593



222,218



52,375



24
%


590,700



448,350



142,350



32
%Non-air


144,928



129,252



15,676



12
%


321,667



253,413



68,254



27
%Total international gross bookings


419,521



351,470



68,051



19
%


912,367



701,763



210,604



30
%Total gross bookings (a)

$
3,077,639


$
2,619,964


$
457,675



17
%

$
6,007,882


$
4,985,336


$
1,022,546



21
%Net revenueDomesticAir

$
53,867


$
53,577


$
290



1
%

$
106,713


$
119,640


$
(12,927
)


(11
)%Non-air


97,443



95,465



1,978



2
%


188,592



186,423



2,169



1
%Total domestic net revenue


151,310



149,042



2,268



2
%


295,305



306,063



(10,758
)


(4
)%InternationalAir


16,996



15,389



1,607



10
%


35,775



30,654



5,121



17
%Non-air


25,185



23,528



1,657



7
%


49,564



39,635



9,929



25
%Total international net revenue


42,181



38,917



3,264



8
%


85,339



70,289



15,050



21
%Total net revenue (b)

$
193,491


$
187,959


$
5,532



3
%

$
380,644


$
376,352


$
4,292



1
%Transaction and hotel room night growthTransaction growth (a)


5
%


3
%










12
%


(4
)%Hotel room night growth


9
%


2
%










11
%


   (a)
    
    In the second quarter of 2010, we revised our methodology for
    calculating global gross bookings and transactions to reduce
    these amounts for all cancellations made through our websites,
    regardless of the cancellation date. Historically, we reported
    these amounts net of
    same-day
    cancellations only. As a result, the prior period amounts in the
    table above have been updated to reflect this new methodology,
    which more closely corresponds with the way we report net
    revenue and is consistent with how management now reviews global
    gross bookings and transactions.(b)
    
    For the three months ended June 30, 2010 and June 30,
    2009, $32.1 million and $31.6 million of our total net
    revenue, respectively, was attributed to incentive payments
    earned for air, car and hotel segments processed through GDSs.
    For the six months ended June 30, 2010 and June 30,
    2009, $65.2 million and $60.3 million of our total net
    revenue, respectively, was attributed to incentive payments
    earned for air, car and hotel segments processed through GDSs.  Comparison
    of the three months ended June 30, 2010 to the three months
    ended June 30, 2009
  Gross
    Bookings
   31




---



##### Table of Contents



Net Revenue 
  Transaction
    and Hotel Room Night Growth
  year-over-year year-over-year year-over-year year-over-year
   32




---



##### Table of Contents



Comparison of the six months ended June 30, 2010 to the
    six months ended June 30, 2009
  Gross
    Bookings
          Net Revenue 
  Transaction
    and Hotel Room Night Growth
  year-over-year year-over-year year-over-year year-over-year
   33




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended June 30, 2010 to the three months
    ended June 30, 2009
  Three Months EndedJune 30,


$


%2010


2009


Change


Change(in thousands)Net revenueAir

$
70,863


$
68,966


$
1,897



3
%Hotel


52,105



46,074



6,031



13
%Vacation package


31,161



31,492



(331
)


(1
)%Advertising and media


12,420



14,289



(1,869
)


(13
)%Other


26,942



27,138



(196
)


(1
)%Total net revenue


193,491



187,959



5,532



3
%Cost and expensesCost of revenue


37,349



34,099



3,250



10
%Selling, general and administrative


59,635



59,496



139



Marketing


55,282



53,558



1,724



3
%Depreciation and amortization


19,683



18,284



1,399



8
%Total operating expenses


171,949



165,437



6,512



4
%Operating income


21,542



22,522



(980
)


(4
)%Other (expense) incomeNet interest expense


(10,943
)


(14,598
)


3,655



(25
)%Other income


417



2,148



(1,731
)


(81
)%Total other (expense)


(10,526
)


(12,450
)


1,924



(15
)%Income before income taxes


11,016



10,072



944



9
%Provision (benefit) for income taxes


1,283



(204
)


1,487



**Net income

$
9,733


$
10,276


$
(543
)


(5
)%As a percent of net revenueCost of revenue


19
%


18
%Selling, general and administrative expense


31
%


32
%Marketing expense


29
%


28
%   **
    
    Not meaningful.  Net
    Revenue
    Air.
   34




---



##### Table of Contents



Hotel.
      Vacation package.
      Advertising and media.
  Other.
 35




---



##### Table of Contents



Cost of
    Revenue
    Three Months EndedJune 30,


$


%2010


2009


Change


Change(in thousands)Cost of revenueCustomer service costs

$
14,463


$
13,209


$
1,254



9
%Credit card processing fees


10,917



9,652



1,265



13
%Other


11,969



11,238



731



7
%Total cost of revenue

$
37,349


$
34,099


$
3,250



10
%       Selling,
    General and Administrative
    Three Months EndedJune 30,


$


%2010


2009


Change


Change(in thousands)Selling, general and administrativeWages and benefits (a)

$
40,305


$
39,798


$
507



1
%Contract labor (a)


4,576



5,672



(1,096
)


(19
)%Network communications, systems maintenance and equipment


6,152



6,731



(579
)


(9
)%Other


8,602



7,295



1,307



18
%Total selling, general and administrative

$
59,635


$
59,496


$
139



   (a)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized. 36




---



##### Table of Contents



Marketing
    Depreciation
    and Amortization
    Net
    Interest Expense
    Other
    Income
    Provision
    (Benefit) for Income Taxes
   37




---



##### Table of Contents



Comparison
    of the six months ended June 30, 2010 to the six months
    ended June 30, 2009
  Six Months EndedJune 30,


$


%2010


2009


Change


Change(in thousands)Net revenueAir

$
142,488


$
150,294


$
(7,806
)


(5
)%Hotel


95,573



85,515



10,058



12
%Vacation package


59,014



60,397



(1,383
)


(2
)%Advertising and media


24,638



28,295



(3,657
)


(13
)%Other


58,931



51,851



7,080



14
%Total net revenue


380,644



376,352



4,292



1
%Cost and expensesCost of revenue


75,599



69,455



6,144



9
%Selling, general and administrative


123,425



125,924



(2,499
)


(2
)%Marketing


112,939



117,827



(4,888
)


(4
)%Depreciation and amortization


38,669



32,672



5,997



18
%Impairment of other assets


1,704







1,704



**Impairment of goodwill and intangible assets






331,527



(331,527
)


(100
)%Total operating expenses


352,336



677,405



(325,069
)


(48
)%Operating income (loss)


28,308



(301,053
)


329,361



**Other (expense) incomeNet interest expense


(22,254
)


(29,111
)


6,857



(24
)%Other income


18



2,113



(2,095
)


(99
)%Total other (expense)


(22,236
)


(26,998
)


4,762



(18
)%Income (loss) before income taxes


6,072



(328,051
)


334,123



**Provision (benefit) for income taxes


1,600



(2,171
)


3,771



**Net income (loss)

$
4,472


$
(325,880
)

$
330,352



**As a percent of net revenueCost of revenue


20
%


18
%Selling, general and administrative expense


32
%


33
%Marketing expense


30
%


31
%   **
    
    Not meaningful. 38




---



##### Table of Contents



Net
    Revenue
    Air.
      Hotel.
      Vacation package.
  year-over-year
 39




---



##### Table of Contents



Advertising and media.
  Other.
    Cost of
    Revenue
  Six Months EndedJune 30,


$


%2010


2009


Change


Change(in thousands)Cost of revenueCustomer service costs

$
28,876


$
25,779


$
3,097



12
%Credit card processing fees


22,643



20,326



2,317



11
%Other


24,080



23,350



730



3
%Total cost of revenue

$
75,599


$
69,455


$
6,144



9
%      40




---



##### Table of Contents



Selling,
    General and Administrative
  Six Months EndedJune 30,


$


%2010


2009


Change


Change(in thousands)Selling, general and administrativeWages and benefits (a)

$
77,107


$
80,418


$
(3,311
)


(4
)%Contract labor (a)


9,213



10,915



(1,702
)


(16
)%Network communications, systems maintenance and equipment


12,682



13,943



(1,261
)


(9
)%Other


24,423



20,648



3,775



18
%Total selling, general and administrative

$
123,425


$
125,924


$
(2,499
)


(2
)%   (a)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized.      Marketing
    Depreciation
    and Amortization
   41




---



##### Table of Contents



Impairment
    of Other Assets
    Impairment
    of Goodwill and Intangible Assets
      Net
    Interest Expense
    Other
    Income
    Provision
    (Benefit) for Income Taxes
     42




---



##### Table of Contents



Related
    Party Transactions
    Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
           43




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44




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##### Table of Contents



Cash
    Flows
    Six Months EndedJune 30,2010


2009(in thousands)Beginning cash and cash equivalents

$
88,656


$
31,193Cash provided by (used in):Operating activities


114,660



98,795Investing activities


(18,013
)


(20,544
)Financing activities


(38,494
)


20,563Effect of changes in exchange rates on cash and cash equivalents


(2,289
)


1,380Net increase in cash and cash equivalents


55,864



100,194Ending cash and cash equivalents

$
144,520


$
131,387   Operating
    Activities
      Investing
    Activities
    Financing
    Activities
    Financing
    Arrangements
   45




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##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
   46




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##### Table of Contents



Contractual
    Obligations
  Form 10-K,
  2010(remaining6 months)


2011


2012


2013


2014


Thereafter


Total(in thousands)Term Loan (a)

$



$
9,956


$



$



$
482,065


$



$
492,021Interest (b)


11,243



19,150



16,277



16,136



9,164







71,970Tax sharing liability (c)


10,326



21,891



16,824



17,530



18,098



119,112



203,781Telecommunications service agreement (d)


454



2,500



2,500















5,454Total contractual obligations

$
22,023


$
53,497


$
35,601


$
33,666


$
509,327


$
119,112


$
773,226   (a)
    
    We are required to make an annual prepayment on the Term Loan in
    the first quarter of each fiscal year in an amount up to 50% of
    the prior years excess cash flow, as defined in the Credit
    Agreement. The potential amount of prepayments from excess cash
    flow that will be required beyond the first quarter of 2011 is
    not reasonably estimable as of June 30, 2010. As a result,
    the table above excludes prepayments that could be required from
    excess cash flow beyond the first quarter of 2011, and the
    timing of future payments shown in the table above could change.(b)
    
    Represents estimated interest payments on the variable portion
    of the Term Loan based on the one-month LIBOR as of
    June 30, 2010 and fixed interest payments under interest
    rate swaps.(c)
    
    We expect to make approximately $203.8 million of payments
    in connection with the tax sharing agreement with the Founding
    Airlines (see Note 7  Tax Sharing Liability of
    the Notes to Condensed Consolidated Financial Statements).(d)
    
    In January 2010, we entered into a new three-year
    telecommunications service agreement, which requires a minimum
    annual commitment of $2.5 million.    Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
    non-U.S. regulatory
 47




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##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES
  Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Foreign
    Currency Risk
    Transaction
    Exposure
    Translation
    Exposure
    Interest
    Rate Risk
    Sensitivity
    Analysis
   48




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##### Table of Contents



Item 4.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K Form 10-Q
  Litigation
    Relating to Hotel Occupancy Taxes
  Hilton Head, South Carolina
  City of Goodlettsville, Tennessee
  City of Houston, Texas 
  City of Bowling Green, Kentucky
 49




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##### Table of Contents



Baltimore County, Maryland
  City of Anaheim, California 
  City and County of San Francisco,
    California (d/b/a
  Michigan Tax Cases
  City of San Diego, California
  Columbus, Georgia 
  Worcester County, Maryland 
  Monroe County, Florida
  South Carolina Consolidated Cases 
  Item 1A.
    Risk
    Factors.  Form 10-K.
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Total Number ofShares Purchased as


Maximum Number ofPart of Publicly


Shares That May Yet beTotal Number of


Average Price


Announced Plans or


Purchased Under thePeriod

Shares Purchased(a)


Paid per Share


Programs (b)


Plans or Programs (b)April 1, 2010 to April 30, 2010














May 1, 2010 to May 31, 2010


324


$
5.02







June 1, 2010 to June 30, 2010














Total


324


$
5.02







   (a)
    
    Represents shares of our common stock transferred to us from
    employees in satisfaction of minimum tax withholding obligations
    associated with the vesting of restricted stock during the
    period. These shares are held by us in treasury.(b)
    
    During the second quarter of 2010, we did not have a publicly
    announced plan or program for the repurchase of our common stock. 50




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##### Table of Contents



Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Reserved.  Item 5.
    Other
    Information.    Item 6.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description10
.1

Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as
    amended and restated, effective June 2, 2010 (incorporated
    by reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 8, 2010).10
.2

Form of Performance-Based Restricted Stock Unit Award Agreement
    (Chief Executive Officer) (incorporated by reference to
    Exhibit 10.2 to the Orbitz Worldwide, Inc. Current Report
    on
    Form 8-K
    filed on June 8, 2010).10
.3

Form of Performance-Based Restricted Stock Unit Award Agreement
    (Executive Officers) (incorporated by reference to
    Exhibit 10.3 to the Orbitz Worldwide, Inc. Current Report
    on
    Form 8-K
    filed on June 8, 2010).10
.4

Transition and Retirement Agreement and General Release, dated
    as of June 8, 2010, between Orbitz Worldwide, Inc. and
    Marsha Williams (incorporated by reference to Exhibit 10.1
    to the Orbitz Worldwide, Inc. Current Report on
    Form 8-K
    filed on June 9, 2010).10
.5

First Amended UltraDirect Services Schedule to the Master
    Services Agreement, effective as of August 8, 2007, between
    Pegasus Solutions, Inc. (Pegasus) and Orbitz
    Worldwide, LLC.10
.6

First Amended Pricing Schedule to the Master Services Agreement,
    effective as of August 8, 2007, between Pegasus and Orbitz
    Worldwide, LLC.31
.1

Certification of Chief Executive Officer of Orbitz Worldwide,
    Inc. pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification of Chief Financial Officer of Orbitz Worldwide,
    Inc. pursuant to
    Rule 13a-14(a)/15d-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification of Chief Executive Officer of Orbitz Worldwide,
    Inc. pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer of Orbitz Worldwide,
    Inc. pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment filed separately with the SEC. 51




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INCDate: August 6, 2010

By:
     /s/  Barney
    HarfordBarney
    HarfordPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: August 6, 2010

By:
     /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: August 6, 2010

By:
     /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting
    (Principal Accounting Officer)  52