##### 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
    June 30, 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
  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, 2009 and 2008
    (Unaudited)


4Condensed Consolidated Balance Sheets as of
    June 30, 2009 (Unaudited) and December 31, 2008


5Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2009 and 2008
    (Unaudited)


6Condensed Consolidated Statements of
    Comprehensive Income (Loss) for the Three and Six Months
    Ended June 30, 2009 and 2008 (Unaudited)


7Condensed Consolidated Statement of
    Shareholders Equity for the Six Months Ended June 30,
    2009 (Unaudited)


8Notes to Condensed Consolidated Financial
    Statements (Unaudited)


9Item 2.


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


29Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


49Item 4.


Controls and Procedures


50PART II


Other InformationItem 1.


Legal Proceedings


50Item 1A.


Risk Factors


51Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


51Item 3.


Defaults Upon Senior Securities


51Item 4.


Submission of Matters to a Vote of Security
    Holders


51Item 5.


Other Information


52Item 6.


Exhibits


52Signatures


53EX-10.4EX-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 millions, except share and per share data)
   Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Net revenue

$
188


$
231


$
376


$
450Cost and expensesCost of revenue


34



46



69



89Selling, general and administrative


59



72



125



149Marketing


54



81



118



166Depreciation and amortization


19



17



33



32Impairment of goodwill and intangible assets










332



Total operating expenses


166



216



677



436Operating income (loss)


22



15



(301
)


14Other income (expense)Interest expense, net


(14
)


(15
)


(29
)


(31
)Gain on extinguishment of debt


2







2



Total other (expense)


(12
)


(15
)


(27
)


(31
)Income (loss) before income taxes


10







(328
)


(17
)Provision (benefit) for income taxes






5



(2
)


3Net income (loss)

$
10


$
(5
)

$
(326
)

$
(20
)Net income (loss) per share  basic:Net income (loss) per share

$
0.12


$
(0.06
)

$
(3.89
)

$
(0.24
)Weighted average shares outstanding


83,873,230



83,243,607



83,734,112



83,199,010Net income (loss) per share  diluted:Net income (loss) per share

$
0.12


$
(0.06
)

$
(3.89
)

$
(0.24
)Weighted average shares outstanding


84,208,662



83,243,607



83,734,112



83,199,010    4




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##### Table of Contents



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


December 31,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
131


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


63



58Prepaid expenses


17



17Deferred income taxes, current


8



6Due from Travelport, net






10Other current assets


8



6Total current assets


227



128Property and equipment, net


188



190Goodwill


706



949Trademarks and trade names


153



232Other intangible assets, net


27



34Deferred income taxes, non-current


13



9Other non-current assets


53



48Total Assets

$
1,367


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

$
30


$
37Accrued merchant payable


265



205Accrued expenses


108



106Deferred income


39



23Term loan, current


6



6Other current liabilities


8



9Total current liabilities


456



386Term loan, non-current


574



587Line of credit


63



21Tax sharing liability


107



109Unfavorable contracts


12



13Other non-current liabilities


33



36Total Liabilities


1,245



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, 83,618,755and 83,345,437 shares issued and outstanding, respectively


1



1Treasury stock, at cost, 23,873 and 18,055 shares held,
    respectively






Additional paid in capital


916



908Accumulated deficit


(776
)


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


(19
)


(21
)Total Shareholders Equity


122



438Total Liabilities and Shareholders Equity

$
1,367


$
1,590    5




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
    (in millions)
  Six Months EndedJune 30,2009


2008Operating activities:Net loss

$
(326
)

$
(20
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Gain on extinguishment of debt


(2
)


Depreciation and amortization


33



32Impairment of goodwill and intangible assets


332



Non-cash revenue


(2
)


(2
)Non-cash interest expense


8



9Deferred income taxes


(4
)


1Stock compensation


8



8(Recovery of) bad debts






(1
)Changes in assets and liabilities:Accounts receivable


(3
)


(22
)Deferred income


16



18Due to/from Travelport, net


10



(22
)Accounts payable, accrued merchant payable, accrued expenses and
    other current liabilities


43



115Other


(14
)


(7
)Net cash provided by operating activities


99



109Investing activities:Property and equipment additions


(21
)


(26
)Net cash (used in) investing activities


(21
)


(26
)Financing activities:Capital lease payments and principal payments on the term loan


(3
)


(4
)Payments to extinguish debt


(8
)


Payments to satisfy employee tax withholding obligations upon
    vesting of equity-based awards






(1
)Payments on tax sharing liability


(8
)


(7
)Proceeds from line of credit


100



29Payments on line of credit


(60
)


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


21



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


1



4Net increase in cash and cash equivalents


100



74Cash and cash equivalents at beginning of period


31



25Cash and cash equivalents at end of period

$
131


$
99Supplemental disclosure of cash flow information:Income tax payments, net

$
2


$
2Cash interest payments, net of capitalized interest of almost
    nil and almost nil, respectively

$
21


$
22Non-cash investing activity:Capital expenditures incurred not yet paid

$
2


$
3    6




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME (LOSS) (UNAUDITED)
    (in millions)
  Six MonthsThree Months Ended


EndedJune 30,


June 30,2009


2008


2009


2008Net income (loss)

$
10


$
(5
)

$
(326
)

$
(20
)Other comprehensive income (loss), net of income taxesCurrency translation adjustment


(2
)


11



(2
)


19Unrealized gains on floating to fixed interest rate swaps
    (net of tax benefit (expense) of $0, $(2), $0 and almost nil,
    respectively)


2



4



4



1Other comprehensive income






15



2



20Comprehensive income (loss)

$
10


$
10


$
(324
)

$
    7




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##### Table of Contents



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





Other


TotalCommon Stock


Paid in


Accumulated


Comprehensive


ShareholdersShares


Amount


Capital


Deficit


Loss


EquityBalance at December 31, 2008


83,345,437


$
1


$
908


$
(450
)

$
(21
)

$
438Net loss














(326
)






(326
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting










8











8Common shares issued upon vesting of restricted stock units


279,136



















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


(3,805
)


















Restricted stock forfeited


(2,013
)


















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


















2



2Balance at June 30, 2009


83,618,755


$
1


$
916


$
(776
)

$
(19
)

$
122    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),
       10




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. EITF 03-6-1, (FSP 03-6-1). FSP 03-6-1 states FSP 03-6-1 FSP 03-6-1 FSP 03-6-1
  No. FAS 107-1 28-1, FAS 107-1 28-1). FAS 107-1 28-1 FAS 107-1 28-1 FAS 107-1 28-1 FAS 107-1 APB 28-1
    FASB Accounting Standards
    Codification tm
  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)
             12




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.  Property
    and Equipment, Net
    June 30, 2009


December 31, 2008(in millions)Capitalized software

$
199


$
188Furniture, fixtures and equipment


62



60Leasehold improvements


14



13Construction in progress


22



15Gross property and equipment


297



276Less: accumulated depreciation and amortization


(109
)


(86
)Property and equipment, net

$
188


$
190     5.
    Goodwill
    and Intangible Assets    June 30, 2009


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

$
706


$
949Trademarks and trade names


153



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

$
949Impact of foreign currency translation (a)


7Impairment (b)


(250
)Balance at June 30, 2009

$
706   (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). 13




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##### Table of Contents



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

$
70


$
(46
)

$
24



4


$
68


$
(37
)

$
31



4Vendor relationships and other


5



(2
)


3



7



4



(1
)


3



7Total Finite-Lived Intangible Assets

$
75


$
(48
)

$
27



5


$
72


$
(38
)

$
34



5       Year

(in millions)2009 (remaining 6 months)

$
82010


112011


32012


22013


2Thereafter


1Total

$
27   6.
    Accrued
    Expenses    June 30, 2009


December 31, 2008(in millions)Advertising and marketing

$
22


$
29Employee costs


22



13Tax sharing liability, current


16



15Rebates


7



6Technology costs


7



7Professional fees


5



4Customer service costs


4



5Contract exit costs


4



4Unfavorable contracts, current


3



3Facilities costs


2



4Other


16



16Total accrued expenses

$
108


$
106  14




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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
      Amount(in millions)Balance at December 31, 2008

$
593Scheduled principal payments


(3
)Repurchases (a)


(10
)Balance at June 30, 2009

$
580   (a)
    
    On June 2, 2009, we entered into an amendment (the
    Amendment) to our Credit Agreement, which permits us
    to purchase portions of our outstanding Term Loan on a non-pro
    rata basis using cash up to $10 million and future cash
    proceeds from equity issuances and in exchange for equity
    interests on or prior to June 2, 2010. Any portion of the
    Term Loan purchased by us will be retired and cannot be
    re-borrowed. The Amendment required that we purchase at least
    $10 million in principal amount of the Term Loan on or
    before June 19, 2009, or we would lose our ability to
    purchase any term loans pursuant to the Amendment.On June 17, 2009, we completed the purchase of
    $10 million in principal amount of the Term Loan. The
    principal amount of the Term Loan purchased (net of associated
    unamortized debt issuance costs of almost nil) exceeded the
    amount we paid to purchase the debt (inclusive of miscellaneous
    fees incurred) by $2 million. Accordingly, we recorded a
    $2 million gain on extinguishment of a portion of the Term
    Loan, which is included in gain on extinguishment of debt in our
    condensed consolidated statements of operations for the three
    and six months ended June 30, 2009.   15




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##### Table of Contents



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

$
124Accretion of interest expense (a)


7Cash payments


(8
)Balance at June 30, 2009

$
123   (a)
    
    We accreted interest expense related to the tax sharing
    liability of $4 million for each of the three months ended
    June 30, 2009 and June 30, 2008, respectively, and
    $7 million and $8 million for the six months ended
    June 30, 2009 and June 30, 2008, respectively.   16




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##### Table of Contents



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

(in millions)2009 (remaining 6 months)

$
82010


182011


202012


172013


18Thereafter


136Total

$
217   9.
    Unfavorable
    Contracts        10.
    Commitments
    and Contingencies  Form 10-K.
 17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Company
    Litigation
      and/or
     18




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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.
  11.
    Income
    Taxes    Amount(in millions)Balance as of December 31, 2008

$
6Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(1
)Balance as of June 30, 2009

$
5        19




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Equity-Based
    Compensation    Stock
    Options
    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



6.5Forfeited


(786,339
)

$
10.72



7.0Outstanding at June 30, 2009


4,430,466


$
9.39



7.0



Exercisable at June 30, 2009


1,288,634


$
11.99



7.3



   (a)
    
    The exercise price of stock options outstanding and stock
    options exercisable at June 30, 2009 exceeded the market
    value, and therefore, the aggregate intrinsic value for these
    stock options was $0.     20




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##### Table of Contents



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


Expected volatility


49
%Expected life (in years)


4.58Risk-free interest rate


1.47
%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted Stock


Fair ValueUnits


(per share)Unvested at December 31, 2008


2,724,356


$
9.83Granted


959,522


$
1.70Vested (a)


(460,595
)

$
7.86Forfeited


(245,612
)

$
10.26Unvested at June 30, 2009


2,977,671


$
7.48   (a)
    
    We issued 279,136 shares of common stock in connection with
    the vesting of restricted stock units during the six months
    ended June 30, 2009, 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.      Non-Employee
    Directors Deferred Compensation Plan
    Weighted AverageGrant DateDeferred Stock


Fair ValueUnits


(per share)Outstanding at December 31, 2008


252,816


$
7.06Granted


411,051


$
2.16Outstanding at June 30, 2009


663,867


$
4.02  21




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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

June 30, 2009


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

Other current liabilities

$
5


$
8Interest rate swaps

Other non-current liabilities


6



7  22




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gain (Loss)Recognized in Income(Loss) Reclassified


(Ineffective Portion andFrom Accumulated OCI into


the Amount ExcludedGain in Other


Interest Expense


from EffectivenessComprehensive Income (OCI)


(Effective Portion)


Testing)Three Months Ended


Three Months Ended


Three Months EndedJune 30,


June 30,


June 30,2009


2008


2009


2008


2009


2008(in millions)Interest rate swaps

$
2


$
6


$
(3
)

$
(2
)

$



$
   Gain (Loss)Recognized in Income(Loss) Reclassified


(Ineffective Portion andFrom Accumulated OCI into


the Amount ExcludedGain in Other


Interest Expense


from EffectivenessComprehensive Income (OCI)


(Effective Portion)


Testing)Six Months Ended


Six Months Ended


Six Months EndedJune 30,


June 30,


June 30,2009


2008


2009


2008


2009


2008(in millions)Interest rate swaps

$
4


$
1


$
(6
)

$
(2
)

$



$
     Foreign
    Currency Hedges
      As of June 30, 2009


As of December 31, 2008Fair Value




Fair ValueBalance Sheet Location

Measurements


Balance Sheet Location

Measurements(in millions)Asset Derivatives:Foreign currency hedges (a)

Other current assets

$



Other current assets

$
Foreign currency hedges (b)

Other current liabilities





Other current liabilities


Liability Derivatives:Foreign currency hedges (b)

Other current liabilities





Other current liabilities


1  23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    At June 30, 2009 and December 31, 2008, almost nil and
    $0 of the total market value of our foreign currency hedges was
    included in other current assets in our condensed consolidated
    balance sheets, respectively.  (b)
    At June 30, 2009 and December 31, 2008, almost nil of
    the total market value of our foreign currency hedges
    represented an asset but was offset against foreign currency
    hedges that were in a liability position, pursuant to the
    customary netting provisions in our agreements with
    counterparties. The net amount is included in other current
    liabilities in our condensed consolidated balance sheets. At
    June 30, 2009 and December 31, 2008, almost nil and
    $1 million of the total market value of our foreign
    currency hedges was included in other current liabilities in our
    condensed consolidated balance sheets, respectively.    (Loss) inSelling, General &Administrative ExpenseThree Months Ended June 30,


Six Months Ended June 30,2009


2008


2009


2008(in millions)Foreign currency hedges (c)

$
(7
)

$
(1
)

$
(7
)

$
(1
)   (c)
    
    We recorded transaction gains (losses) associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $9 million and $1 million in the three months ended
    June 30, 2009 and June 30, 2008, respectively, and
    $7 million and $(1) million in the six months ended
    June 30, 2009 and June 30, 2008, respectively.
    Transaction gains (losses) are included in selling, general and
    administrative expense in our condensed consolidated statements
    of operations. The net impact of these transaction gains
    (losses) and our foreign currency hedges was a net gain of
    $2 million in the three months ended June 30, 2009, a
    net loss of almost nil in the three months ended June 30,
    2008 and a net loss of almost nil and $(2) million in the
    six months ended June 30, 2009 and June 30, 2008,
    respectively.  14.
    Net
    Income (Loss) per Share    Three Months Ended June 30,


Six Months Ended June 30,2009


2008


2009


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


$10



$(5
)


$(326
)


$(20
)Net income (loss) per share:Basic


$0.12



$(0.06
)


$(3.89
)


$(0.24
)Diluted


$0.12



$(0.06
)


$(3.89
)


$(0.24
)Weighted average shares outstanding:Basic


83,873,230



83,243,607



83,734,112



83,199,010Dilutive effect of:Restricted stock units


334,901











Restricted stock


531











Diluted (a)


84,208,662



83,243,607



83,734,112



83,199,010  24




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted loss per share
    for the six months ended June 30, 2009 and the three and
    six months ended June 30, 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.    Six Months EndedThree Months Ended June 30,


June 30,Antidilutive Equity Awards

2009


2008


2009


2008Stock options


4,430,466



4,411,712



4,430,466



4,411,712Restricted stock units


2,079,308



3,133,072



2,977,671



3,133,072Restricted stock


4,391



24,882



4,391



24,882Performance-based restricted stock units


227,679



249,108



227,679



249,108Total


6,741,844



7,818,774



7,640,207



7,818,774   15.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    June 30, 2009


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

$



$
10     Three Months Ended June 30,


Six Months Ended June 30,2009


2008


2009


2008(in millions)Net revenue (a)

$
33


$
41


$
63


$
82Selling, general and administrative expense


1







1



2Interest expense


1







2



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.     25




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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
    June 30, 2009


December 31, 2008(in millions)Accounts payable

$
5


$
5Accrued expenses


3



1     Three Months Ended June 30,


Six Months Ended June 30,2009


2008


2009


2008(in millions)Net revenue

$
5


$
3


$
8


$
6Cost of revenue


5



3



11



5Selling, general and administrative expense


1



2



2



3     16.
    Fair
    Value  Fair
    Value Measurements
     26




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##### Table of Contents



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


inputsJune 30, 2009


(Level 1)


(Level 2)


(Level 3)


2008


(Level 1)


(Level 2)


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

$



$



$



$



$



$



$



$
Foreign currency hedge liability (see Note 13 
    Derivative Financial Instruments) (a)

$



$



$



$



$
1


$
1


$



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

$
11


$



$
11


$



$
15


$



$
15


$
   (a)
    
    At June 30, 2009, almost nil of the total fair market value
    of our foreign currency hedges represented an asset and almost
    nil of our foreign currency hedges represented a liability. At
    December 31, 2008, $0 of the total fair market value of our
    foreign currency hedges represented an asset and $1 million
    represented a liability. The fair value of our foreign currency
    hedges is determined based on Level 1 inputs.    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
)   Fair
    Value of Financial Instruments
  FAS 107-1 28-1
   27




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    Severance      18.
    Subsequent
    Events       28




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##### 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
             29




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##### Table of Contents



Industry
    Trends
             30




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
     31




---



##### Table of Contents



Three Months Ended








Six Months EndedJune 30,


$


%


June 30,


$


%2009


2008


Change


Change(a)


2009


2008


Change


Change(a)(in millions)








(in millions)Gross bookingsDomesticAir

$
1,737


$
1,944


$
(207
)


(11
)%

$
3,176


$
3,694


$
(518
)


(14
)%Non-air


595



623



(28
)


(4
)%


1,225



1,260



(35
)


(3
)%Total domestic gross bookings


2,332



2,567



(235
)


(9
)%


4,401



4,954



(553
)


(11
)%InternationalAir


223



308



(85
)


(27
)%


446



629



(183
)


(29
)%Non-air


123



168



(45
)


(27
)%


214



335



(121
)


(36
)%Total international gross bookings


346



476



(130
)


(27
)%


660



964



(304
)


(31
)%Total gross bookings

$
2,678


$
3,043


$
(365
)


(12
)%

$
5,061


$
5,918


$
(857
)


(14
)%Net revenueDomesticAir

$
54


$
74


$
(20
)


(28
)%

$
120


$
148


$
(28
)


(19
)%Non-air


95



104



(9
)


(8
)%


186



198



(12
)


(6
)%Total domestic net revenue


149



178



(29
)


(16
)%


306



346



(40
)


(12
)%InternationalAir


15



16



(1
)


(3
)%


30



37



(7
)


(17
)%Non-air


24



37



(13
)


(37
)%


40



67



(27
)


(41
)%Total international net revenue


39



53



(14
)


(27
)%


70



104



(34
)


(33
)%Total net revenue (b)

$
188


$
231


$
(43
)


(19
)%

$
376


$
450


$
(74
)


(16
)%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    For the three months ended June 30, 2009 and June 30,
    2008, $31 million and $32 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, 2009 and June 30,
    2008, $60 million and $64 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, 2009 to the three months
    ended June 30, 2008
  Gross
    Bookings
   32




---



##### Table of Contents



Net Revenue 
  Comparison
    of the six months ended June 30, 2009 to the six months
    ended June 30, 2008
  Gross
    Bookings
     33




---



##### Table of Contents



Net Revenue 
 34




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended June 30, 2009 to the three months
    ended June 30, 2008
  Three Months EndedJune 30,


$


%2009


2008


Change


Change(a)(in millions)Net revenueAir

$
69


$
90


$
(21
)


(24
)%Hotel


47



69



(22
)


(33
)%Dynamic packaging


31



28



3



9
%Advertising and media


14



13



1



11
%Other


27



31



(4
)


(12
)%Total net revenue


188



231



(43
)


(19
)%Cost and expensesCost of revenue


34



46



(12
)


(27
)%Selling, general and administrative


59



72



(13
)


(17
)%Marketing


54



81



(27
)


(34
)%Depreciation and amortization


19



17



2



11
%Total operating expenses


166



216



(50
)


(24
)%Operating income


22



15



7



52
%Other income (expense)Interest expense, net


(14
)


(15
)


1



(4
)%Gain on extinguishment of debt


2







2



**Total other (expense)


(12
)


(15
)


3



(18
)%Income before income taxes


10







10



**Provision for income taxes






5



(5
)


(104
)%Net income (loss)

$
10


$
(5
)

$
15



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


18
%


20
%Selling, general and administrative expense


32
%


31
%Marketing expense


28
%


35
%   **
    
    Not meaningful(a)
    
    Percentages are calculated on unrounded numbers.  Net
    Revenue
    Air.
   35




---



##### Table of Contents



sm
    Hotel.
    step-up
  Dynamic packaging.
      Advertising and media.
  Other.
   36




---



##### Table of Contents



Cost of
    Revenue
    Three Months EndedJune 30,


$


%2009


2008


Change


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

$
13


$
17


$
(4
)


(20
)%Credit card processing fees


9



11



(2
)


(19
)%Other


12



18



(6
)


(38
)%Total cost of revenue

$
34


$
46


$
(12
)


(27
)%   (a)
    
    Percentages are calculated on unrounded numbers.      charge-backs
  Selling,
    General and Administrative
    Three Months EndedJune 30,


$


%2009


2008


Change


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

$
39


$
42


$
(3
)


(6
)%Contract labor (b)


6



10



(4
)


(41
)%Network communications, systems maintenance and equipment


7



7







(5
)%Other


7



13



(6
)


(43
)%Total selling, general, and administrative

$
59


$
72


$
(13
)


(17
)%   (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 June 30, 2009 and 2008, respectively. 37




---



##### Table of Contents



Marketing
      Depreciation
    and Amortization
    Interest
    Expense, Net
    Gain on
    Extinguishment of Debt
   38




---



##### Table of Contents



Provision
    for Income Taxes
      Comparison
    of the six months ended June 30, 2009 to the six months
    ended June 30, 2008
  Six Months EndedJune 30,


$


%2009


2008


Change


Change(a)(in millions)Net revenueAir

$
150


$
185


$
(35
)


(19
)%Hotel


86



124



(38
)


(31
)%Dynamic packaging


60



56



4



7
%Advertising and media


28



25



3



12
%Other


52



60



(8
)


(13
)%Total net revenue


376



450



(74
)


(16
)%Cost and expensesCost of revenue


69



89



(20
)


(22
)%Selling, general and administrative


125



149



(24
)


(15
)%Marketing


118



166



(48
)


(29
)%Depreciation and amortization


33



32



1



3
%Impairment of goodwill and intangible assets


332







332



**Total operating expenses


677



436



241



55
%Operating (loss) income


(301
)


14



(315
)


**Other income (expense)Interest expense, net


(29
)


(31
)


2



(7
)%Gain on extinguishment of debt


2







2



**Total other (expense)


(27
)


(31
)


4



(14
)%Loss before income taxes


(328
)


(17
)


(311
)


**(Benefit) provision for income taxes


(2
)


3



(5
)


(183
)%Net loss

$
(326
)

$
(20
)

$
(306
)


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


18
%


20
%Selling, general and administrative expense


33
%


33
%Marketing expense


31
%


37
%   **
    
    Not meaningful.  (a)
    
    Percentages are calculated on unrounded numbers. 39




---



##### Table of Contents



Net
    Revenue
    Air.
  sm
    Hotel.
    step-up
  Dynamic packaging.
     40




---



##### Table of Contents



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


$


%2009


2008


Change


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

$
26


$
33


$
(7
)


(21
)%Credit card processing fees


20



23



(3
)


(13
)%Other


23



33



(10
)


(30
)%Total cost of revenue

$
69


$
89


$
(20
)


(22
)%   (a)
    
    Percentages are calculated on unrounded numbers.      charge-backs
   41




---



##### Table of Contents



Selling,
    General and Administrative
  Six Months EndedJune 30,


$


%2009


2008


Change


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

$
80


$
86


$
(6
)


(6
)%Contract labor (b)


11



18



(7
)


(39
)%Network communications, systems maintenance and equipment


14



17



(3
)


(18
)%Other


20



28



(8
)


(26
)%Total selling, general, and administrative

$
125


$
149


$
(24
)


(15
)%   (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 six months ended
    June 30, 2009 and 2008, respectively.      Marketing
    Depreciation
    and Amortization
   42




---



##### Table of Contents



Impairment
    of Goodwill and Intangible Assets
    Interest
    Expense, Net
    Gain on
    Extinguishment of Debt
    (Benefit)
    Provision for Income Taxes
      Related
    Party Transactions
   43




---



##### Table of Contents



Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
           44




---



##### Table of Contents



45




---



##### Table of Contents



Cash
    Flows
    Six Months EndedJune 30,2009


2008(in millions)Beginning cash and cash equivalents

$
31


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


99



109Investing activities


(21
)


(26
)Financing activities


21



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


1



4Net increase in cash and cash equivalents


100



74Ending cash and cash equivalents

$
131


$
99   Operating
    Activities
        Investing
    Activities
   46




---



##### Table of Contents



Financing
    Activities
    Financing
    Arrangements
             47




---



##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
        Contractual
    Obligations
  Form 10-K.
  Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
     48




---



##### 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
   49




---



##### 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
    sua sponte
  Columbus, GA v.
    Expedia, Inc
     50




---



##### 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)April 1, 2009 to April 30, 2009


2,371


$
1.37







May 1, 2009 to May 31, 2009


324



2.14







June 1, 2009 to June 30, 2009














Total


2,695


$
1.46







   (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 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.    Proposal 1:
  Nominee

For


WithheldWilliam J.G. Griffith, IV


77,352,221



4,500,435Barney Harford


77,489,509



4,363,147     Proposal 2:
  For


Against


Abstain


Broker Non-Votes77,746,305



122,897



12,560



3,970,894  51




---



##### Table of Contents



Proposal 3:
  For


Against


Abstain


Broker Non-Votes74,095,740



3,775,662



10,360



3,970,894   Proposal 4:
  For


Against


Abstain


Broker Non-Votes70,862,643



7,007,958



11,160



3,970,895   Proposal 5:
  For


Against


Abstain


Broker Non-Votes81,716,292



95,378



40,984



0   Item 5.
    Other
    Information.    Item 6.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description10
.1

Amendment No. 1, dated as of June 2, 2009, by and
    among Orbitz Worldwide, Inc., the lenders party thereto, and UBS
    AG, Stamford Branch, as administrative agent (incorporated by
    reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 4, 2009).10
.2

Amended and Restated Orbitz Worldwide, Inc. Performance-Based
    Annual Incentive Plan, effective June 2, 2009 (incorporated
    by reference to Exhibit 10.2 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 4, 2009).10
.3

Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as
    amended and restated, effective June 2, 2009 (incorporated
    by reference to Exhibit 10.3 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 4, 2009).10
.4

Amendment #4 to the Transition Services Agreement, effective as
    of June 29, 2009, by and among Travelport Inc. and Orbitz
    Worldwide, Inc.10
.5

Form of Restricted Stock Unit Award Agreement (incorporated by
    reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on April 22, 2009).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.  52




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INC.Date: August 6, 2009

By:
     /s/  Barney
    HarfordBarney
    HarfordPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: August 6, 2009

By:
     /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: August 6, 2009

By:
     /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting and External Reporting
    (Principal Accounting Officer)  53