##### 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
    March 31, 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

60661(Zip Code)Chicago, Illinois(Address of principal executive
    offices)   (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 Months Ended 
    March 31, 2010 and 2009 (Unaudited)


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


5Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended
    March 31, 2010 and 2009 (Unaudited)


6Condensed Consolidated Statements of
    Comprehensive Income (Loss) for the Three Months Ended
    March 31, 2010 and 2009 (Unaudited)


7Condensed Consolidated Statement of
    Shareholders Equity for the Three Months Ended
    March 31, 2010 (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


40Item 4.


Controls and Procedures


41PART II


Other InformationItem 1.


Legal Proceedings


41Item 1A.


Risk Factors


42Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


43Item 3.


Defaults Upon Senior Securities


43Item 4.


Reserved


43Item 5.


Other Information


43Item 6.


Exhibits


43Signatures


44EX-10.1EX-10.2EX-10.3EX-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 thousands, except share and per share data)
  Three Months EndedMarch 31,2010


2009Net revenue

$
187,153


$
188,393Cost and expensesCost of revenue


38,250



35,356Selling, general and administrative


63,790



66,428Marketing


57,657



64,269Depreciation and amortization


18,986



14,388Impairment of other assets (see Note 9)


1,704



Impairment of goodwill and intangible assets






331,527Total operating expenses


180,387



511,968Operating income (loss)


6,766



(323,575
)Other (expense)Net interest expense


(11,311
)


(14,513
)Other expense


(399
)


(35
)Total other (expense)


(11,710
)


(14,548
)Loss before income taxes


(4,944
)


(338,123
)Provision (benefit) for income taxes


317



(1,967
)Net loss

$
(5,261
)

$
(336,156
)Net loss per share  basic and diluted:Net loss per share

$
(0.05
)

$
(4.02
)Weighted average shares outstanding


96,736,876



83,593,448    4




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##### Table of Contents



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


December 31,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
161,930


$
88,656Accounts receivable (net of allowance for doubtful accounts of
    $1,156 and $935, respectively)


67,979



54,708Prepaid expenses


17,841



17,399Due from Travelport, net


13,540



3,188Other current assets


4,072



5,702Total current assets


265,362



169,653Property and equipment, net


172,935



180,962Goodwill


714,483



713,123Trademarks and trade names


155,261



155,090Other intangible assets, net


14,528



18,562Deferred income taxes, non-current


9,057



9,954Other non-current assets


55,745



46,898Total Assets

$
1,387,371


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

$
30,606


$
30,279Accrued merchant payable


310,493



219,073Accrued expenses


111,058



112,771Deferred income


45,233



30,924Term loan, current


19,768



20,994Other current liabilities


3,434



5,162Total current liabilities


520,592



419,203Term loan, non-current


486,250



555,582Line of credit






42,221Tax sharing liability


108,513



108,736Unfavorable contracts


10,325



9,901Other non-current liabilities


26,767



28,096Total Liabilities


1,152,447



1,163,739Commitments 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, 101,027,029 and 83,831,561 shares issued and
    outstanding, respectively


1,010



838Treasury stock, at cost, 24,913 and 24,521 shares held,
    respectively


(50
)


(48
)Additional paid in capital


1,022,509



921,425Accumulated deficit


(790,633
)


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


2,088



(6,340
)Total Shareholders Equity


234,924



130,503Total Liabilities and Shareholders Equity

$
1,387,371


$
1,294,242    5




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS
    OF CASH FLOWS (UNAUDITED)
    (in thousands)
  Three Months EndedMarch 31,2010


2009Operating activities:Net loss

$
(5,261
)

$
(336,156
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Loss on extinguishment of debt


389



Depreciation and amortization


18,986



14,388Impairment of other assets


1,704



Impairment of goodwill and intangible assets






331,527Amortization of unfavorable contract liability


(825
)


(825
)Non-cash net interest expense


4,017



4,196Deferred income taxes


291



(3,787
)Stock compensation


2,901



4,767Provision for bad debts


141



255Changes in assets and liabilities:Accounts receivable


(14,720
)


(4,796
)Deferred income


14,477



16,818Due to/from Travelport, net


(10,442
)


8,567Accrued merchant payable


96,073



67,879Accounts payable, accrued expenses and other current liabilities


(7,947
)


10,803Other


(3,793
)


3,076Net cash provided by operating activities


95,991



116,712Investing activities:Property and equipment additions


(7,367
)


(11,757
)Changes in restricted cash


(14
)


Net cash (used in) investing activities


(7,381
)


(11,757
)Financing activities:Proceeds from issuance of common stock, net of issuance costs


48,950



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


(248
)


Payments on the term loan


(20,994
)


(1,500
)Payments to satisfy employee tax withholding obligations upon
    vesting of equity-based awards


(60
)


(36
)Proceeds from exercise of employee stock options


65



Proceeds from line of credit






99,457Payments on line of credit


(42,221
)


(59,823
)Net cash (used in) provided by financing activities


(14,508
)


38,098Effects of changes in exchange rates on cash and cash equivalents


(828
)


(1,328
)Net increase in cash and cash equivalents


73,274



141,725Cash and cash equivalents at beginning of period


88,656



31,193Cash and cash equivalents at end of period

$
161,930


$
172,918Supplemental disclosure of cash flow information:Income tax payments, net

$
1,072


$
1,437Cash interest payments, net of capitalized interest of $10 and
    $43, respectively

$
6,695


$
10,506Non-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 EndedMarch 31,2010


2009Net loss

$
(5,261
)

$
(336,156
)Other comprehensive income, net of income taxesCurrency translation adjustment


8,147



23Unrealized gains on floating to fixed interest rate swaps


281



1,867Other comprehensive income


8,428



1,890Comprehensive income (loss)

$
3,167


$
(334,266
)    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 loss






















(5,261
)






(5,261
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting


















2,843











2,843Common shares issued pursuant to Exchange Agreement and Stock
    Purchase Agreement (see Note 7)


17,166,673



172











98,176











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


18,585



























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


(392
)






392



(2
)














(2
)Other comprehensive income


























8,428



8,428Balance at March 31, 2010


101,027,029


$
1,010



24,913


$
(50
)

$
1,022,509


$
(790,633
)

$
2,088


$
234,924    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    March 31, 2010


December 31, 2009(in thousands)Capitalized software

$
226,337


$
221,261Furniture, fixtures and equipment


69,145



68,896Leasehold improvements


13,364



13,443Construction in progress


14,026



13,482Gross property and equipment


322,872



317,082Less: accumulated depreciation and amortization


(149,937
)


(136,120
)Property and equipment, net

$
172,935


$
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    March 31, 2010

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

$
714,483


$
713,123Trademarks and trade names


155,261



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

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


1,360Balance at March 31, 2010, net of accumulated impairment of
    $459,199

$
714,483   (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.    March 31, 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

$
65,936


$
(53,985
)

$
11,951



4


$
66,190


$
(50,329
)

$
15,861



4Vendor relationships and other


5,177



(2,600
)


2,577



7



5,072



(2,371
)


2,701



7Total Finite-Lived Intangible Assets

$
71,113


$
(56,585
)

$
14,528



5


$
71,262


$
(52,700
)

$
18,562



5       Year

(in thousands)2010 (remaining 9 months)

$
7,1162011


2,6612012


2,3922013


1,6422014


717Total

$
14,528  11




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accrued
    Expenses    March 31, 2010


December 31, 2009(in thousands)Advertising and marketing

$
23,551


$
17,897Tax sharing liability, current


21,176



17,390Employee costs (a)


18,802



32,684Professional fees


6,227



4,414Rebates


5,941



5,928Customer service costs


5,577



5,575Technology costs


5,250



4,413Contract exit costs


4,906



4,858Unfavorable contracts, current


3,755



3,300Facilities costs


1,590



2,588Other


14,283



13,724Total accrued expenses

$
111,058


$
112,771   (a)
    
    The change in the employee costs line item from
    December 31, 2009 to March 31, 2010 primarily
    represents the payment of employee bonuses during the first
    quarter of 2010.The employee costs line item includes accrued severance
    associated with the resignation of our former President and
    Chief Executive Officer in January 2009 and work force
    reductions we undertook in the fourth quarter of 2009 to better
    align the staffing levels of ebookers with its business
    objectives. At March 31, 2010 and December 31, 2009,
    total accrued severance costs were $1.5 million and
    $3.2 million, respectively. The majority of these costs 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
)Retirements (a)


(49,564
)Balance at March 31, 2010

$
506,018   (a)
    
    On January 26, 2010, PAR Investment Partners, L.P.
    (PAR) exchanged $49.6 million aggregate
    principal amount of term loans outstanding under the Credit
    Agreement for 8,141,402 shares of our common stock (see
    Note 7  Exchange Agreement and Stock Purchase
    Agreement). We immediately retired the term loans received from
    PAR in accordance with the amendment to the Credit Agreement
    that we entered into with our lenders in June 2009.    Revolver
     13




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##### Table of Contents



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

(in thousands)2010 (remaining 9 months)

$
2011


19,7682012


2013


2014


486,250Total

$
506,018   7.
    Exchange
    Agreement and Stock Purchase Agreement      8.
    Tax
    Sharing Liability    Amount(in thousands)Balance at December 31, 2009

$
126,126Accretion of interest expense (a)


3,563Balance at March 31, 2010

$
129,689   (a)
    
    We accreted interest expense related to the tax sharing
    liability of $3.6 million and $3.7 million for the
    three months ended March 31, 2010 and March 31, 2009,
    respectively.   14




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##### Table of Contents



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

(in thousands)2010 (remaining 9 months)

$
22,0492011


20,3582012


16,8172013


17,5242014


18,092Thereafter


119,095Total

$
213,935   9.
    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)


(825
)Impairment (b)


1,704Balance at March 31, 2010

$
14,080   (a)
    
    We recognized net amortization for the unfavorable portion of
    the Charter Associate Agreements in the amount of
    $0.8 million ($2.3 million was recorded as an increase
    to net revenue and $1.5 million was recorded as an increase
    to marketing expense) for each of the three months ended
    March 31, 2010 and March 31, 2009.(b)
    
    During the three months ended March 31, 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 will no
    longer be 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 three
    months ended March 31, 2010.    10.
    Commitments
    and Contingencies  Form 10-K,
  2010 (remaining9 months)

2011

2012

2013

2014

Thereafter

Total(in thousands)Telecommunications service agreement (a)

$
1,600


$
2,500


$
2,500


$



$



$



$
6,600   (a)
    
    In January 2010, we entered into a new three-year
    telecommunications service agreement, which requires a minimum
    annual commitment of $2.5 million.    Company
    Litigation
   16




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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
  11.
    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


(15
)Balance at March 31, 2010

$
4,815        18




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Equity-Based
    Compensation      13.
    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

March 31, 2010

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

Other current liabilities

$
1,337


$
1,899Interest rate swaps

Other non-current liabilities


3,718



3,437  19




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##### Table of Contents



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

Three Months

Three MonthsEnded

Ended

EndedMarch 31,

March 31,

March 31,2010

2009

2010

2009

2010

2009(in thousands)Interest rate swaps

$
281


$
1,867


$
(1,783
)

$
(2,887
)

$



$
     Foreign
    Currency Hedges
      Fair Value Measurements as ofBalance Sheet Location

March 31, 2010

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

Other current assets

$
166


$
Liability Derivatives:Foreign currency hedges

Other current liabilities

$
974


$
1,208     Gain (Loss) inSelling, General &Administrative ExpenseThree Months Ended March 31,2010


2009(in thousands)Foreign currency hedges (a)

$
3,364


$
(80
)  20




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    
    We recorded transaction losses associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $(8.0) million and $(1.8) million in the three
    months ended March 31, 2010 and March 31, 2009,
    respectively. Transaction losses are included in selling,
    general and administrative expense in our condensed consolidated
    statements of operations. The net impact of transaction losses
    associated with the re-measurement of our foreign denominated
    assets and liabilities and gains (losses) incurred on our
    foreign currency hedges was a net loss of $(4.6) million
    and $(1.9) million in the three months ended March 31,
    2010 and March 31, 2009, respectively.  14.
    Net Loss
    per Share    Three Months Ended March 31,2010


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

$
(5,261
)

$
(336,156
)Net loss per share:Weighted average shares outstanding for basic and diluted net
    loss per share (a)


96,736,876



83,593,448Basic and Diluted

$
(0.05
)

$
(4.02
)   (a)
    
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted net loss per
    share for the three months ended March 31, 2010 and
    March 31, 2009 because we had a net loss for each period.
    Accordingly, the inclusion of these equity awards would have had
    an antidilutive effect on diluted net loss per share.    As of March 31,Antidilutive Equity Awards

2010


2009Stock options


4,181,812



5,076,084Restricted stock units


5,572,023



2,602,316Restricted stock


1,098



15,552Performance-based restricted stock units


227,679



249,108Total


9,982,612



7,943,060   15.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    March 31, 2010

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

$
13,540


$
3,188  21




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended March 31,2010

2009(in thousands)Net revenue (a)

$
31,937


$
29,599Cost of revenue


147



Selling, general and administrative expense


23



474Interest expense


945



986   (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.      Stock
    Purchase Agreement
    Related
    Party Transactions with Affiliates of Blackstone and
    TCV
      March 31, 2010

December 31, 2009(in thousands)Accounts receivable

$
67


$
62Prepaid expenses


20



78Accounts payable


5,251



5,432Accrued expenses


2,464



2,461Accrued merchant payable


5,912



6,131  22




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31,2010

2009(in thousands)Net revenue

$
4,669


$
2,728Cost of revenue (a)


7,591



6,011Selling, general and administrative expense (b)


692



998   (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 March 31,
    2010 and March 31, 2009, $0.6 million and
    $0.9 million, respectively, represent costs incurred under
    our outsourcing agreements with Intelenet for back office
    administrative, information technology and financial services.  16.
    Fair
    Value Measurements    Fair Value Measurements as ofMarch 31, 2010


December 31, 2009Quoted


Significant








Quoted


Significantprices in


other


Significant





prices in


other


SignificantBalance at


active


observable


unobservable


Balance at


active


observable


unobservableMarch 31,


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 asset (see Note 13 
    Derivative Financial Instruments)

$
166


$
166


$



$



$



$



$



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

$
974


$
974


$



$



$
1,208


$
1,208


$



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

$
5,055


$



$
5,055


$



$
5,336


$



$
5,336


$
        23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
      17.
    Subsequent
    Event   24




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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 2009 Annual Report on
    Form 10-K
    filed with the SEC on March 3, 2010.
  OVERVIEW
          Demand
  business-to-consumer business-to-business
  Supply
   25




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##### Table of Contents



Retailing
    Industry
    Trends
        year-over-year
       26




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##### Table of Contents



Recent
    Developments
    RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
  year-over-year year-over-year
    27




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##### Table of Contents



Three Months EndedMarch 31,


$


%2010


2009


Change


Change(in thousands)Gross bookingsDomesticAir

$
1,845,225


$
1,439,161


$
406,064



28
%Non-air


661,406



630,362



31,044



5
%Total domestic gross bookings


2,506,631



2,069,523



437,108



21
%InternationalAir


321,562



228,366



93,196



41
%Non-air


183,432



130,798



52,634



40
%Total international gross bookings


504,994



359,164



145,830



41
%Total gross bookings (a)

$
3,011,625


$
2,428,687


$
582,938



24
%Net revenueDomesticAir

$
52,846


$
66,063


$
(13,217
)


(20
)%Non-air


91,149



90,958



191



Total domestic net revenue


143,995



157,021



(13,026
)


(8
)%InternationalAir


18,779



15,265



3,514



23
%Non-air


24,379



16,107



8,272



51
%Total international net revenue


43,158



31,372



11,786



38
%Total net revenue (b)

$
187,153


$
188,393


$
(1,240
)


(1
)%Transaction and hotel room night growthTransaction growth


20
%


(12
)%Hotel room night growth


13
%


(1
)%   (a)
    
    In the first quarter of 2010, we revised our methodology for the
    calculation of gross bookings for our ebookers brand. As a
    result, the prior period amounts in the table above have been
    updated to reflect this new methodology, which is consistent
    with how we now review our global gross bookings.(b)
    
    For the three months ended March 31, 2010 and
    March 31, 2009, $33.1 million and $28.7 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, 2010 to the three
    months ended March 31, 2009
  Gross
    Bookings
     28




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##### Table of Contents



Net Revenue 
  Transaction
    and Hotel Room Night Growth
  year-over-year year-over-year year-over-year year-over-year
   29




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##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended March 31, 2010 to the three
    months ended March 31, 2009
  Three Months EndedMarch 31,


$


%2010


2009


Change


Change(in thousands)Net revenueAir

$
71,625


$
81,328


$
(9,703
)


(12
)%Hotel


43,468



39,441



4,027



10
%Vacation packaging


27,853



28,905



(1,052
)


(4
)%Advertising and media


12,218



14,006



(1,788
)


(13
)%Other


31,989



24,713



7,276



29
%Total net revenue


187,153



188,393



(1,240
)


(1
)%Cost and expensesCost of revenue


38,250



35,356



2,894



8
%Selling, general and administrative


63,790



66,428



(2,638
)


(4
)%Marketing


57,657



64,269



(6,612
)


(10
)%Depreciation and amortization


18,986



14,388



4,598



32
%Impairment of other assets


1,704







1,704



**Impairment of goodwill and intangible assets






331,527



(331,527
)


(100
)%Total operating expenses


180,387



511,968



(331,581
)


(65
)%Operating income (loss)


6,766



(323,575
)


330,341



**Other (expense)Net interest expense


(11,311
)


(14,513
)


3,202



(22
)%Other expense


(399
)


(35
)


(364
)


**Total other (expense)


(11,710
)


(14,548
)


2,838



(20
)%Loss before income taxes


(4,944
)


(338,123
)


333,179



(99
)%Provision (benefit) for income taxes


317



(1,967
)


2,284



**Net loss

$
(5,261
)

$
(336,156
)

$
330,895



(98
)%As a percent of net revenueCost of revenue


20
%


19
%Selling, general and administrative expense


34
%


35
%Marketing expense


31
%


34
%   **
    
    Not meaningful.  Net
    Revenue
    Air.
   30




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##### Table of Contents



Hotel.
      Vacation packaging.
      Advertising and media.
 31




---



##### Table of Contents



Other.
    Cost of
    Revenue
    Three Months EndedMarch 31,


$


%2010


2009


Change


Change(in thousands)Cost of revenueCustomer service costs

$
14,413


$
12,570


$
1,843



15
%Credit card processing fees


11,726



10,674



1,052



10
%Other


12,111



12,112



(1
)


Total cost of revenue

$
38,250


$
35,356


$
2,894



8
%        32




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##### Table of Contents



Selling,
    General and Administrative
    Three Months EndedMarch 31,


$


%2010


2009


Change


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

$
36,802


$
40,620


$
(3,818
)


(9
)%Contract labor (a)


4,637



5,243



(606
)


(12
)%Network communications, systems maintenance and equipment


6,530



7,212



(682
)


(9
)%Other


15,821



13,353



2,468



18
%Total selling, general and administrative

$
63,790


$
66,428


$
(2,638
)


(4
)%   (a)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized.      Marketing
      Depreciation
    and Amortization
    Impairment
    of Other Assets
   33




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##### Table of Contents



Impairment
    of Goodwill and Intangible Assets
    Net
    Interest Expense
    Provision
    (benefit) for Income Taxes
      Related
    Party Transactions
    Seasonality
   34




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
             35




---



##### Table of Contents



and/or
         36




---



##### Table of Contents



Cash
    Flows
    Three Months EndedMarch 31,2010


2009(in thousands)Beginning cash and cash equivalents

$
88,656


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


95,991



116,712Investing activities


(7,381
)


(11,757
)Financing activities


(14,508
)


38,098Effect of changes in exchange rates on cash and cash equivalents


(828
)


(1,328
)Net increase in cash and cash equivalents


73,274



141,725Ending cash and cash equivalents

$
161,930


$
172,918   Operating
    Activities
        Investing
    Activities
    Financing
    Activities
   37




---



##### Table of Contents



Financing
    Arrangements
             38




---



##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
        Contractual
    Obligations
  Form 10-K,
  2010(remaining9 months)


2011


2012


2013


2014


Thereafter


Total(in thousands)Term Loan (a)

$



$
19,768


$



$



$
486,250


$



$
506,018Interest (b)


17,441



19,125



15,951



15,793



8,969







77,279Tax sharing liability (c)


22,049



20,358



16,817



17,524



18,092



119,095



213,935Telecommunications service agreement (d)


1,600



2,500



2,500















6,600Total contractual obligations

$
41,090


$
61,751


$
35,268


$
33,317


$
513,311


$
119,095


$
803,832     (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 March 31, 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
    March 31, 2010 and fixed interest payments under interest
    rate swaps.(c)
    
    We expect to make approximately $213.9 million of payments
    in connection with the tax sharing agreement with the Founding
    Airlines (see Note 8  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.   39




---



##### Table of Contents



Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
    non-U.S. regulatory
  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
   40




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##### Table of Contents



Sensitivity
    Analysis
    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
  In re
    Orbitz Taxes and Fees Litigation
    Litigation
    Relating to Hotel Occupancy Taxes
  Jefferson County, Arkansas 
 41




---



##### Table of Contents



Brevard County, Florida 
  City of Gallup, New Mexico 
  Village of Rosemont, Illinois 
  Monroe County, Florida 
  Columbus, Georgia 
  Lake County Convention and Visitor Bureau and Marshall
    County, Indiana 
  City of Houston, Texas 
  Birmingham, Alabama 
  City of Anaheim, California 
  City of Bowling Green, Kentucky 
  City of Goodlettsville, Tennessee
  Item 1A.
    Risk
    Factors.  Form 10-K.
 42




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##### Table of Contents



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, 2010 to January 31, 2010














February 1, 2010 to February 28, 2010


392


$
6.01







March 1, 2010 to March 31, 2010














Total


392


$
6.01







     (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 2010, 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.
    Reserved.  Item 5.
    Other
    Information.    Item 6.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description10
.1

Sixth Amendment, dated as of February 18, 2010, to
    Subscriber Services Agreement, dated as of July 23, 2007,
    between Travelport, LP (f/k/a Travelport International, L.L.C.),
    Travelport Global Distribution System B.V. (f/k/a Galileo
    Nederland B.V.) and Orbitz Worldwide, LLC.10
.2

Seventh Amendment, dated as of April 1, 2010, to Subscriber
    Services Agreement, dated as of July 23, 2007, between
    Travelport, LP (f/k/a Travelport International, L.L.C.),
    Travelport Global Distribution System B.V. (f/k/a Galileo
    Nederland B.V.) and Orbitz Worldwide, LLC.10
.3

Amendment to the Global Agreement, effective as of July 1,
    2008, between Amadeus IT Group, S.A. and ebookers Limited.10
.4

Amendment to the Global Agreement, effective as of March 8,
    2010, between Amadeus IT Group, S.A. and ebookers Limited.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. 43




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INCDate: May 6, 2010

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

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

By:
     /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting
    (Principal Accounting Officer)  44