##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, 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
    March 31, 2009oro

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

20-5337455(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
  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




---



##### 





Table of
    Contents
   
 PageForward-Looking Statements


3PART I


Financial InformationItem 1.


Financial Statements (Unaudited)


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


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


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


6Condensed Consolidated Statements of
    Comprehensive Loss for the Three Months Ended March 31,
    2009 and 2008 (Unaudited)


7Condensed Consolidated Statement of
    Shareholders Equity for the Three Months Ended
    March 31, 2009 (Unaudited)


8Notes to Condensed Consolidated Financial
    Statements (Unaudited)


9Item 2.


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


25Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


38Item 4.


Controls and Procedures


39PART II


Other InformationItem 1.


Legal Proceedings


40Item 1A.


Risk Factors


41Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


41Item 3.


Defaults Upon Senior Securities


41Item 4.


Submission of Matters to a Vote of Security
    Holders


41Item 5.


Other Information


41Item 6.


Exhibits


42Signatures


43EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Forward-Looking
    Statements  Form 10-Q 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 millions, except share and per share data)
   Three Months EndedMarch 31,2009


2008Net revenue

$
188


$
219Cost and expensesCost of revenue


35



43Selling, general and administrative


66



77Marketing


64



85Depreciation and amortization


14



15Impairment of goodwill and intangible assets


332



Total operating expenses


511



220Operating (loss)


(323
)


(1
)Other (expense)Interest expense, net


(15
)


(16
)Total other (expense)


(15
)


(16
)Loss before income taxes


(338
)


(17
)(Benefit) for income taxes


(2
)


(2
)Net loss

$
(336
)

$
(15
)Net loss per share  basic and diluted:Net loss per share

$
(4.02
)

$
(0.18
)Weighted average shares outstanding


83,593,448



83,151,303    4




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)
    (in millions, except share data)
  March 31,


December 31,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
173


$
31Accounts receivable (net of allowance for doubtful accounts of
    $1
    and $1, respectively)


62



58Prepaid expenses


14



17Deferred income taxes, current


7



6Due from Travelport, net


2



10Other current assets


5



6Total current assets


263



128Property and equipment, net


189



190Goodwill


698



949Trademarks and trade names


150



232Other intangible assets, net


30



34Deferred income taxes, non-current


12



9Other non-current assets


47



48Total Assets

$
1,389


$
1,590Liabilities and Shareholders EquityCurrent liabilities:Accounts payable

$
40


$
37Accrued merchant payable


271



205Accrued expenses


111



106Deferred income


39



23Term loan, current


6



6Other current liabilities


8



9Total current liabilities


475



386Term loan, non-current


585



587Line of credit


61



21Tax sharing liability


112



109Unfavorable contracts


12



13Other non-current liabilities


35



36Total Liabilities


1,280



1,152Commitments and contingencies (see Note 10)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, 83,366,216
    and 83,345,437 shares issued and outstanding, respectively


1



1Treasury stock, at cost, 19,165 and 18,055 shares held,
    respectively






Additional paid in capital


913



908Accumulated deficit


(786
)


(450
)Accumulated other comprehensive (loss) (net of accumulated
    tax
    benefit of $2 and $2, respectively)


(19
)


(21
)Total Shareholders Equity


109



438Total Liabilities and Shareholders Equity

$
1,389


$
1,590    5




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
    (in millions)
  Three Months EndedMarch 31,2009


2008Operating activities:Net loss

$
(336
)

$
(15
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


14



15Impairment of goodwill and intangible assets


332



Non-cash revenue


(1
)


(1
)Non-cash interest expense


4



5Deferred income taxes


(4
)


(3
)Stock compensation


5



3Changes in assets and liabilities:Accounts receivable


(5
)


(7
)Deferred income


17



15Due to/from Travelport, net


9



(21
)Accounts payable, accrued merchant payable, accrued expenses
    and other current liabilities


79



121Other


3



(4
)Net cash provided by operating activities


117



108Investing activities:Property and equipment additions


(12
)


(12
)Net cash (used in) investing activities


(12
)


(12
)Financing activities:Capital lease and debt payments


(2
)


(2
)Payments on tax sharing liability






(4
)Proceeds from line of credit


100



29Payments on line of credit


(60
)


(30
)Net cash provided by (used in) financing activities


38



(7
)Effects of changes in exchange rates on cash and cash equivalents


(1
)


3Net increase in cash and cash equivalents


142



92Cash and cash equivalents at beginning of period


31



25Cash and cash equivalents at end of period

$
173


$
117Supplemental disclosure of cash flow information:Income tax payments, net

$
1


$
1Cash interest payments, net of capitalized interest of almost
    nil
    and almost nil, respectively

$
11


$
11Non-cash investing activity:Capital expenditures incurred not yet paid





$
1    6




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    LOSS (UNAUDITED)
    (in millions)
  Three MonthsEndedMarch 31,2009


2008Net loss

$
(336
)

$
(15
)Other comprehensive income (loss), net of income taxesCurrency translation adjustment






8Unrealized gains (losses) on floating to fixed interest rate
    swaps
    (net of tax benefit of $0 and $2, respectively)


2



(3
)Other comprehensive income


2



5Comprehensive loss

$
(334
)

$
(10
)    7




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENT OF
    SHAREHOLDERS EQUITY (UNAUDITED)
    (in millions)
  AccumulatedAdditional





Other


TotalCommon Stock


Paid in


Accumulated


Comprehensive


ShareholdersShares


Amount


Capital


Deficit


Loss


EquityBalance at December 31, 2008


83


$
1


$
908


$
(450
)

$
(21
)

$
438Net loss














(336
)






(336
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting










5











5Other comprehensive income, net of tax benefit of $0


















2



2Balance at March 31, 2009


83


$
1


$
913


$
(786
)

$
(19
)

$
109    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.
  and/or
    Basis of
    Presentation
    Form 10-K
 9




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    Recently
    Issued Accounting Pronouncements  No. FAS 157-2, (FSP 157-2),
      No. EITF 03-6-1, (FSP 03-6-1). FSP 03-6-1 states FSP 03-6-1
 10




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FSP 03-6-1 FSP 03-6-1
  3.
    Impairment
    of Goodwill and Intangible Assets  Form 10-K
             11




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Property
    and Equipment, Net    March 31, 2009


December 31, 2008(in millions)Capitalized software

$
192


$
188Furniture, fixtures and equipment


61



60Leasehold improvements


13



13Construction in progress


19



15Gross property and equipment


285



276Less: accumulated depreciation and amortization


(96
)


(86
)Property and equipment, net

$
189


$
190     5.
    Goodwill
    and Intangible Assets    March 31, 2009


December 31, 2008(in millions)Goodwill and Indefinite-Lived Intangible Assets:Goodwill

$
698


$
949Trademarks and trade names


150



232     Amount(in millions)Balance at December 31, 2008

$
949Impact of foreign currency translation (a)


(1
)Impairment (b)


(250
)Balance at March 31, 2009

$
698   (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.  (b)
    During the first quarter of 2009, we performed an interim
    impairment test on our goodwill and indefinite-lived intangible
    assets. As a result of this testing, we recorded a non-cash
    impairment charge of $250 million related to goodwill and
    $82 million related to trademarks and trade names (see
    Note 3  Impairment of Goodwill and Intangible
    Assets). 12




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     March 31, 2009


December 31, 2008Gross





Net


Weighted


Gross





Net


WeightedCarrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Useful Life


Amount


Amortization


Amount


Useful Life(in millions)





(in years)





(in millions)





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

$
68


$
(41
)

$
27



4


$
68


$
(37
)

$
31



4Vendor relationships and other


4



(1
)


3



7



4



(1
)


3



7Total Finite-Lived Intangible Assets

$
72


$
(42
)

$
30



5


$
72


$
(38
)

$
34



5       Year

(in millions)2009 (remaining 9 months)

$
122010


112011


32012


22013


1Thereafter


1Total

$
30   6.
    Accrued
    Expenses    March 31, 2009


December 31, 2008(in millions)Advertising and marketing

$
31


$
29Employee costs


18



13Tax sharing liability, current


15



15Rebates


7



6Technology costs


5



7Professional fees


5



4Customer service costs


4



5Contract exit costs


4



4Unfavorable contracts, current


3



3Facilities costs


2



4Other


17



16Total accrued expenses

$
111


$
106  13




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
    one-month
  Revolver
       14




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  U.S.-dollar
  8.
    Tax
    Sharing Liability    Amount(in millions)Balance at December 31, 2008

$
124Accretion of interest expense (a)


3Balance at March 31, 2009

$
127   (a)
    We accreted interest expense related to the tax sharing
    liability of $3 million and $4 million for the three
    months ended March 31, 2009 and March 31, 2008,
    respectively.      Year

(in millions)2009 (remaining 9 months)

$
162010


182011


202012


172013


18Thereafter


137Total

$
226   9.
    Unfavorable
    Contracts   15




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    long-term
    10.
    Commitments
    and Contingencies  Form 10-K.
  Company
    Litigation
       16




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
      Surety
    Bonds and Bank Guarantees
    Financing
    Arrangements
  non-U.S. government
 17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Income
    Taxes            12.
    Equity-Based
    Compensation      Weighted AverageWeighted Average


Remaining


AggregateExercise Price


Contractual Term


IntrinsicShares


(per share)


(in years)


Value(a)Outstanding at December 31, 2008


4,216,805


$
10.88



7.6Granted


1,000,000


$
4.15



6.8Forfeited


(140,721
)

$
11.46



7.5Outstanding at March 31, 2009


5,076,084


$
9.54



7.2



Exercisable at March 31, 2009


643,056


$
14.93



8.3



  18




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    The exercise price of stock options outstanding and stock
    options exercisable at March 31, 2009 exceeded the market
    value, and therefore, the aggregate intrinsic value for these
    stock options was $0.      Assumptions:Dividend yield


Expected volatility


49
%Expected life (in years)


4.58Risk-free interest rate


1.47
%          19




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
    Fixed Interest


Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid


Rate Received$200 million

July 25, 2007

December 31, 2009


5.21
%

Three-month LIBOR$100 million

May 30, 2008

May 31, 2011


3.39
%

Three-month LIBOR$100 million

September 30, 2008

September 30, 2010


2.98
%

One-month LIBOR       Fair Value Measurements as ofBalance Sheet Location

March 31, 2009


December 31, 2008(in millions)Liability Derivatives:Interest rate swaps

Other current liabilities

$
6


$
8Interest rate swaps

Other non-current liabilities


7



7     Gain (Loss)Recognized in Income(Ineffective Portion andGain (Loss) Reclassified


the Amount ExcludedGain (Loss) in Other


From OCI into Income


from EffectivenessComprehensive Income (OCI)


(Effective Portion)


Testing)Three Months Ended


Three Months Ended


Three Months EndedMarch 31,


March 31,


March 31,2009


2008


2009


2008


2009


2008(in millions)Interest rate swaps

$
2


$
(5
)

$
(3
)

$



$



$
   after-tax.
  Foreign
    Currency Hedges
   20




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##### Table of Contents



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

March 31, 2009


December 31, 2008(in millions)Asset Derivatives:Foreign currency hedges (a)

Other current liabilities

$



$
Liability Derivatives:Foreign currency hedges

Other current liabilities


1



1   (a)
    At March 31, 2009 and December 31, 2008, almost nil of
    the total market value of our foreign currency hedges
    represented an asset. Pursuant to the customary netting
    provisions in our agreements with counterparties, these amounts
    were offset against foreign currency hedges that were in a
    liability position at March 31, 2009 and December 31,
    2008. The net amount is included in other current liabilities in
    our condensed consolidated balance sheets.    (Loss) inSelling, General &Administrative ExpenseThree Months EndedMarch 31,2009


2008(in millions)Foreign currency hedges (b)

$



$
   (b)
    We recognized losses of almost nil related to foreign currency
    hedges during each of the three months ended March 31, 2009
    and March 31, 2008, respectively.  14.
    Loss per
    Share    Three Months Ended March 31,2009


2008(in millions, except share and per share data)Net Loss

$
(336
)

$
(15
)Net Loss per Share  Basic and Diluted:Weighted Average Shares Outstanding for Basic and Diluted Net
    Loss Per Share (a)


83,593,448



83,151,303Basic and Diluted

$
(4.02
)

$
(0.18
)   (a)
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted loss per share
    for the three months ended March 31, 2009 and
    March 31, 2008 because we had a net loss for each period.
    Accordingly, the inclusion of these equity awards would have had
    an antidilutive effect on diluted loss per share. 21




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##### Table of Contents



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


As ofAntidilutive Equity Awards

March 31, 2009


March 31, 2008Stock options


5,076,084



2,432,118Restricted stock units


2,602,316



2,126,350Restricted stock


15,552



27,992Performance-based restricted stock units


249,108



Total


7,943,060



4,586,460   15.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    March 31, 2009


December 31, 2008(in millions)Due from Travelport, net

$
2


$
10     Three Months Ended March 31,2009


2008(in millions)Net revenue (a)

$
30


$
41Selling, general and administrative expense






2Interest expense


1



1   (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 Gullivers
    Travel Associates, GTA) for the periods presented.     22




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Related
    Party Transactions with Affiliates of Blackstone and
    TCV
    March 31, 2009


December 31, 2008(in millions)Accounts payable

$
5


$
5Accrued expenses


2



1     Three Months Ended March 31,2009


2008(in millions)Net revenue

$
3


$
3Cost of revenue


6



2Selling, general and administrative expense


1



1     16.
    Fair
    Value Measurements     23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements as ofMarch 31, 2009


December 31, 2008Quoted


Significant








Quoted


Significantprices in


other


Significant





prices in


other


Significantactive


observable


unobservable


Balance at


active


observable


unobservableBalance at


markets


inputs


inputs


December 31,


markets


inputs


inputsMarch 31, 2009


(Level 1)


(Level 2)


(Level 3)


2008


(Level 1)


(Level 2)


(Level 3)(in millions)Foreign currency hedge liability (see Note 13 
    Derivative Financial Instruments)

$
1


$
1


$



$



$
1


$
1


$



$
Interest rate swap liabilities (see Note 13 
    Derivative Financial Instruments)

$
13


$



$
13


$



$
15


$



$
15


$
     Fair Value Measurements UsingQuoted


Significantprices in


other


Significantactive


observable


unobservableBalance at


markets


inputs


inputs


Total GainsMarch 31, 2009


(Level 1)


(Level 2)


(Level 3)


(Losses)(in millions)Goodwill

$
698


$



$



$
698


$
(250
)Trademarks and trade names

$
150


$



$



$
150


$
(82
)   17.
    Severance      18.
    Subsequent
    Events   24




---



##### 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 2008 Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 11, 2009.
  OVERVIEW
            short-term
 25




---



##### Table of Contents



Industry
    Trends
               26




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
     27




---



##### Table of Contents



Three Months EndedMarch 31,


$


%2009


2008


Change


Change(a)(in millions)Gross bookingsDomesticAir

$
1,439


$
1,750


$
(311
)


(18
)%Non-air


630



637



(7
)


(1
)%Total domestic gross bookings


2,069



2,387



(318
)


(13
)%InternationalAir


223



321



(98
)


(31
)%Non-air


91



167



(76
)


(45
)%Total international gross bookings


314



488



(174
)


(36
)%Total gross bookings

$
2,383


$
2,875


$
(492
)


(17
)%Net revenueDomesticAir

$
66


$
74


$
(8
)


(10
)%Non-air


91



94



(3
)


(4
)%Total domestic net revenue


157



168



(11
)


(7
)%InternationalAir


15



21



(6
)


(28
)%Non-air


16



30



(14
)


(46
)%Total international net revenue


31



51



(20
)


(39
)%Total net revenue (b)

$
188


$
219


$
(31
)


(14
)%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    For the three months ended March 31, 2009 and
    March 31, 2008, $29 million and $32 million of
    our total net revenue, respectively, was attributed to incentive
    payments earned for air, car and hotel segments processed
    through global distribution systems.  Comparison
    of the three months ended March 31, 2009 to the three
    months ended March 31,
    200 8
  Gross
    Bookings
   28




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##### Table of Contents



Net Revenue 
 29




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended March 31, 2009 to the three
    months ended March 31, 2008
  Three Months EndedMarch 31,


$


%2009


2008


Change


Change(a)(in millions)Net revenueAir

$
81


$
95


$
(14
)


(14
)%Hotel


39



55



(16
)


(29
)%Dynamic packaging


29



28



1



5
%Advertising and media


14



12



2



12
%Other


25



29



(4
)


(15
)%Total net revenue


188



219



(31
)


(14
)%Cost and expensesCost of revenue


35



43



(8
)


(17
)%Selling, general and administrative


66



77



(11
)


(14
)%Marketing


64



85



(21
)


(24
)%Depreciation and amortization


14



15



(1
)


(7
)%Impairment of goodwill and intangible assets


332







332



**Total operating expenses


511



220



291



**Operating (loss)


(323
)


(1
)


(322
)


**Other (expense)Interest expense, net


(15
)


(16
)


1



(10
)%Total other (expense)


(15
)


(16
)


1



(10
)%Loss before income taxes


(338
)


(17
)


(321
)


**(Benefit) for income taxes


(2
)


(2
)






(5
)%Net loss

$
(336
)

$
(15
)

$
(321
)


**As a percent of net revenue (a)Cost of revenue


19
%


20
%Selling, general and administrative expense


35
%


35
%Marketing expense


34
%


39
%   **
    
    Not meaningful.  (a)
    
    Percentages are calculated on unrounded numbers.  Net
    Revenue
    Air.
   30




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##### Table of Contents



Hotel.
    step-up
  Dynamic packaging.
    Advertising and media.
  Other.
   31




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##### Table of Contents



Cost of
    Revenue
    Three Months EndedMarch 31,


$


%2009


2008


Change


Change(a)(in millions)Cost of revenueCustomer service costs

$
13


$
16


$
(3
)


(21
)%Credit card processing fees


11



12



(1
)


(8
)%Other


11



15



(4
)


(20
)%Total cost of revenue

$
35


$
43


$
(8
)


(17
)%   (a)
    
    Percentages are calculated on unrounded numbers.        Selling,
    General and Administrative
    Three Months EndedMarch 31,


$


%2009


2008


Change


Change(a)(in millions)Selling, general and administrativeWages and benefits (b)

$
41


$
44


$
(3
)


(7
)%Contract labor (b)


5



8



(3
)


(36
)%Network communications, systems maintenance and equipment


7



10



(3
)


(27
)%Other


13



15



(2
)


(12
)%Total selling, general, and administrative

$
66


$
77


$
(11
)


(14
)%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized during the three months
    ended March 31, 2009 and 2008, respectively. 32




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##### Table of Contents



Marketing
      Impairment
    of Goodwill and Intangible Assets
    Interest
    Expense, Net
   33




---



##### Table of Contents



Benefit
    for Income Taxes
    Related
    Party Transactions
    Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
         34




---



##### Table of Contents



35




---



##### Table of Contents



Cash
    Flows
    Three Months EndedMarch 31,2009


2008(in millions)Beginning cash and cash equivalents

$
31


$
25Cash provided by (used in):Operating activities


117



108Investing activities


(12
)


(12
)Financing activities


38



(7
)Effects of changes in exchange rates on cash and cash equivalents


(1
)


3Net increase in cash and cash equivalents


142



92Ending cash and cash equivalents

$
173


$
117   Operating
    Activities
       36




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##### Table of Contents



Investing
    Activities
    Financing
    Activities
    Financing
    Arrangements
             37




---



##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
        Contractual
    Obligations
  Form 10-K.
  Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  Surety
    Bonds and Bank Guarantees
    CRITICAL
    ACCOUNTING POLICIES
  Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Foreign
    Currency Risk
   38




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##### Table of Contents



Transaction
    Exposure
    Translation
    Exposure
    Interest
    Rate Risk
    Sensitivity
    Analysis
    Item 4.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures.
  Rules 13a-15(e) 15d-15(e)
 39




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##### Table of Contents



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,
              sua sponte
 40




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##### Table of Contents



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)January 1, 2009 to January 31, 2009














February 1, 2009 to February 28, 2009


1,110


$
2.76







March 1, 2009 to March 31, 2009














Total


1,110


$
2.76







   (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 first quarter of 2009, we did not have a publicly
    announced plan or program for the repurchase of our common stock.  Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 5.
    Other
    Information.   41




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##### Table of Contents



Item 6.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description3
.1

Amended and Restated Certificate of Incorporation of Orbitz
    Worldwide, Inc. (incorporated by reference to Exhibit 3.1
    to Amendment No. 6 to the Orbitz Worldwide, Inc.
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-142797)
    filed on July 18, 2007).3
.2

Amended and Restated Bylaws of Orbitz Worldwide, Inc.
    (incorporated by reference to Exhibit 3.2 to Amendment
    No. 6 to the Orbitz Worldwide, Inc. Registration Statement
    on
    Form S-1
    (Reg.
    No. 333-142797)
    filed on July 18, 2007).3
.3

Amendment to the Amended and Restated By-laws of Orbitz
    Worldwide, Inc., effective as of December 4, 2007
    (incorporated by reference to Exhibit 3.1 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on December 5, 2007).4
.1

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.1 to Amendment No. 6 to the Orbitz
    Worldwide, Inc. Registration Statement on
    Form S-1
    (Reg.
    No. 333-142797)
    filed on July 18, 2007).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.  42




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INC.Date: May 8, 2009

By:
     /s/  Barney
    HarfordBarney
    HarfordPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: May 8, 2009

By:
     /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: May 8, 2009

By:
     /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting and External Reporting
    (Principal Accounting Officer)  43