##### 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
    September 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

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

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

60661(Zip Code)    (312) 894-5000
 (Registrants telephone
    number, including area code)
   þ o
  Regulation S-T o o
  Rule 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 and Nine Months Ended September 30, 2009 and
    2008 (Unaudited)


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


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


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


7Condensed Consolidated Statement of
    Shareholders Equity for the Nine Months Ended
    September 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


52Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


52Item 3.


Defaults Upon Senior Securities


53Item 4.


Submission of Matters to a Vote of Security
    Holders


53Item 5.


Other Information


53Item 6.


Exhibits


53Signatures


54EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-31.1EX-31.2EX-32.1EX-32.32   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


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Net revenue

$
187


$
240


$
563


$
690Cost and expensesCost of revenue


34



41



103



130Selling, general and administrative


65



75



190



224Marketing


48



86



166



252Depreciation and amortization


18



17



51



49Impairment of goodwill and intangible assets






297



332



297Total operating expenses


165



516



842



952Operating income (loss)


22



(276
)


(279
)


(262
)Other income (expense)Interest expense, net


(14
)


(16
)


(43
)


(47
)Gain on extinguishment of debt










2



Total other (expense)


(14
)


(16
)


(41
)


(47
)Income (loss) before income taxes


8



(292
)


(320
)


(309
)Provision (benefit) for income taxes


1



(5
)


(1
)


(2
)Net income (loss)

$
7


$
(287
)

$
(319
)

$
(307
)Net income (loss) per share  basic:Net income (loss) per share

$
0.08


$
(3.44
)

$
(3.80
)

$
(3.69
)Weighted average shares outstanding


84,377,943



83,413,369



83,951,081



83,273,050Net income (loss) per share  diluted:Net income (loss) per share

$
0.08


$
(3.44
)

$
(3.80
)

$
(3.69
)Weighted average shares outstanding


86,547,214



83,413,369



83,951,081



83,273,050    4




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##### Table of Contents



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


December 31,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
122


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


63



58Prepaid expenses


15



17Deferred income taxes, current


10



6Due from Travelport, net


10



10Other current assets


8



6Total current assets


228



128Property and equipment, net


182



190Goodwill


712



949Trademarks and trade names


155



232Other intangible assets, net


23



34Deferred income taxes, non-current


13



9Other non-current assets


49



48Total Assets

$
1,362


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

$
32


$
37Accrued merchant payable


242



205Accrued expenses


108



106Deferred income


38



23Term loan, current


6



6Other current liabilities


12



9Total current liabilities


438



386Term loan, non-current


572



587Line of credit


63



21Tax sharing liability


107



109Unfavorable contracts


11



13Other non-current liabilities


30



36Total Liabilities


1,221



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, 83,740,897and 83,345,437 shares issued and outstanding, respectively


1



1Treasury stock, at cost, 24,197 and 18,055 shares held,
    respectively






Additional paid in capital


919



908Accumulated deficit


(769
)


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


(10
)


(21
)Total Shareholders Equity


141



438Total Liabilities and Shareholders Equity

$
1,362


$
1,590    5




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##### Table of Contents



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


2008Operating activities:Net loss

$
(319
)

$
(307
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Gain on extinguishment of debt


(2
)


Depreciation and amortization


51



49Impairment of goodwill and intangible assets


332



297Non-cash revenue


(2
)


(2
)Non-cash interest expense


12



14Deferred income taxes


(5
)


(3
)Stock compensation


11



12Changes in assets and liabilities:Accounts receivable


(4
)


(8
)Deferred income


15



13Due to/from Travelport, net






(18
)Accrued merchant payable


27



54Accounts payable, accrued expenses and other current liabilities


(9
)


18Other


(3
)


2Net cash provided by operating activities


104



121Investing activities:Property and equipment additions


(31
)


(42
)Net cash (used in) investing activities


(31
)


(42
)Financing activities:Capital lease payments and principal payments on the term loan


(5
)


(6
)Payments to extinguish debt


(8
)


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






(1
)Payments on tax sharing liability


(11
)


(17
)Proceeds from line of credit


100



54Payments on line of credit


(60
)


(30
)Net cash provided by financing activities


16



Effects of changes in exchange rates on cash and cash equivalents


2



(1
)Net increase in cash and cash equivalents


91



78Cash and cash equivalents at beginning of period


31



25Cash and cash equivalents at end of period

$
122


$
103Supplemental disclosure of cash flow information:Income tax payments (refunds), net

$
2


$
(3
)Cash interest payments, net of capitalized interest of almost
    nil and almost nil, respectively

$
32


$
35Non-cash investing activity:Capital expenditures incurred not yet paid





$
2    6




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##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008


2009


2008Net income (loss)

$
7


$
(287
)

$
(319
)

$
(307
)Other comprehensive income (loss), net of income taxesCurrency translation adjustment


7



(28
)


5



(9
)Unrealized gains on floating to fixed interest rate swaps (net
    of tax benefit of $0, almost nil, $0 and $0, respectively)


2



2



6



3Other comprehensive income (loss)


9



(26
)


11



(6
)Comprehensive income (loss)

$
16


$
(313
)

$
(308
)

$
(313
)    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














(319
)






(319
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting










11











11Common shares issued upon vesting of restricted stock units


395,952



















Common shares issued upon exercise of stock options


5,650



















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


(4,129
)


















Restricted stock forfeited


(2,013
)


















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


















11



11Balance at September 30, 2009


83,740,897


$
1


$
919


$
(769
)

$
(10
)

$
141    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.
  business-to-consumer 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           10




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      The 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    September 30, 2009


December 31, 2008(in millions)Capitalized software

$
209


$
188Furniture, fixtures and equipment


65



60Leasehold improvements


14



13Construction in progress


17



15Gross property and equipment


305



276Less: accumulated depreciation and amortization


(123
)


(86
)Property and equipment, net

$
182


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


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

$
712


$
949Trademarks and trade names


155



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

$
949Impact of foreign currency translation (a)


13Impairment (b)


(250
)Balance at September 30, 2009

$
712   (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)
     September 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

$
66


$
(46
)

$
20



4


$
68


$
(37
)

$
31



4Vendor relationships and other


5



(2
)


3



7



4



(1
)


3



7Total Finite-Lived Intangible Assets

$
71


$
(48
)

$
23



5


$
72


$
(38
)

$
34



5       Year

(in millions)2009 (remaining 3 months)

$
42010


112011


32012


22013


2Thereafter


1Total

$
23   6.
    Accrued
    Expenses    September 30, 2009


December 31, 2008(in millions)Employee costs (a)

$
28


$
13Advertising and marketing


18



29Tax sharing liability, current


16



15Rebates


6



6Technology costs


5



7Contract exit costs


5



4Professional fees


4



4Customer service costs


4



5Unfavorable contracts, current


3



3Facilities costs


2



4Other


17



16Total accrued expenses

$
108


$
106  14




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    
    At September 30, 2009, the employee costs line item
    includes amounts accrued related to our Performance-Based Annual
    Incentive Plan. At December 31, 2008, based on Company
    performance, no such amounts were accrued.  7.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
      Amount(in millions)Balance at December 31, 2008

$
593Scheduled principal payments


(5
)Repurchases (a)


(10
)Balance at September 30, 2009

$
578   (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 nine
    months ended September 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)


10Cash payments


(11
)Balance at September 30, 2009

$
123  16




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    
    We accreted interest expense related to the tax sharing
    liability of $3 million and $4 million for the three
    months ended September 30, 2009 and September 30,
    2008, respectively, and $10 million and $12 million
    for the nine months ended September 30, 2009 and
    September 30, 2008, respectively.      Year

(in millions)2009 (remaining 3 months)

$
42010


182011


212012


172013


18Thereafter


137Total

$
215   9.
    Unfavorable
    Contracts       17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Commitments
    and Contingencies  Form 10-K.
  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. regulatory
  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 September 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 Average


AggregateWeighted Average


Remaining


IntrinsicExercise Price


Contractual Term


Value(a)Shares


(per share)


(in years)


(in millions)Outstanding at December 31, 2008


4,216,805


$
10.88



7.6Granted


1,000,000


$
4.15



6.3Exercised


(5,650
)

$
6.28



5.7Forfeited


(881,721
)

$
10.50



6.7Outstanding at September 30, 2009


4,329,434


$
9.41



6.7


$
2Exercisable at September 30, 2009


1,611,710


$
12.58



7.2



   (a)
    
    The aggregate intrinsic value for stock options exercisable at
    September 30, 2009 was almost nil.   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


3,936,642


$
1.85Vested (a)


(547,858
)

$
8.82Forfeited


(435,493
)

$
9.53Unvested at September 30, 2009


5,677,647


$
4.42   (a)
    
    We issued 395,952 shares of common stock in connection with
    the vesting of restricted stock units during the nine months
    ended September 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.     21




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-Employee
    Directors Deferred Compensation Plan
    Weighted AverageGrant DateDeferred Stock


Fair ValueUnits


(per share)Outstanding at December 31, 2008


252,816


$
7.06Granted


426,206


$
2.30Outstanding at September 30, 2009


679,022


$
4.07           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    22




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##### Table of Contents



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

September 30, 2009

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

Other current liabilities

$
5


$
8Interest rate swaps

Other non-current liabilities


4



7     Gain (Loss)(Loss) Reclassified

Recognized in IncomeFrom Accumulated

(Ineffective Portion andGain in Other

OCI into

the Amount ExcludedComprehensive Income

Interest Expense

from Effectiveness(OCI)

(Effective Portion)

Testing)Three Months Ended

Three Months Ended

Three Months EndedSeptember 30,

September 30,

September 30,2009

2008

2009

2008

2009

2008(in millions)Interest rate swaps

$
2


$
2


$
(4
)

$
(2
)

$



$
   Gain (Loss)(Loss) Reclassified

Recognized in IncomeFrom Accumulated

(Ineffective Portion andGain in Other

OCI into

the Amount ExcludedComprehensive Income

Interest Expense

from Effectiveness(OCI)

(Effective Portion)

Testing)Nine Months Ended

Nine Months Ended

Nine Months EndedSeptember 30,

September 30,

September 30,2009

2008

2009

2008

2009

2008(in millions)Interest rate swaps

$
6


$
3


$
(10
)

$
(4
)

$



$
     Foreign
    Currency Hedges
   23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of September 30, 2009


As of December 31, 2008Fair Value




Fair ValueBalance Sheet Location

Measurements


Balance Sheet Location

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

Other current liabilities





Other current liabilities

$
1   (a)
    
    At September 30, 2009, the total market value of our
    foreign currency hedges represented a liability of almost nil.    Gain (Loss) inSelling, General &Administrative ExpenseThree Months Ended

Nine Months EndedSeptember 30,

September 30,2009

2008

2009

2008(in millions)Foreign currency hedges (b)

$
1


$
3


$
(6
)

$
2   (b)
    
    We recorded transaction (losses) gains associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $(2) million and $(6) million in the three months
    ended September 30, 2009 and September 30, 2008,
    respectively, and $5 million and $(7) million in the
    nine months ended September 30, 2009 and September 30,
    2008, respectively. Transaction (losses) gains are included in
    selling, general and administrative expense in our condensed
    consolidated statements of operations. The net impact of these
    transaction (losses) gains and our foreign currency hedges was a
    net loss of $(1) million and $(3) million in the three
    months ended September 30, 2009 and September 30,
    2008, respectively, and a net loss of $(1) million and
    $(5) million in the nine months ended September 30,
    2009 and September 30, 2008, respectively.  14.
    Net
    Income (Loss) per Share    Three Months Ended September 30,


Nine Months Ended September 30,2009


2008


2009


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


$7



$(287
)


$(319
)


$(307
)Net income (loss) per share:Basic


$0.08



$(3.44
)


$(3.80
)


$(3.69
)Diluted


$0.08



$(3.44
)


$(3.80
)


$(3.69
)Weighted average shares outstanding:Basic


84,377,943



83,413,369



83,951,081



83,273,050Dilutive effect of:Stock options


266











Restricted stock units


2,168,682











Restricted stock


323











Diluted (a)


86,547,214



83,413,369



83,951,081



83,273,050  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 net loss per
    share for the nine months ended September 30, 2009 and the
    three and nine months ended September 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 net loss per share.    Three Months Ended


Nine Months EndedSeptember 30,


September 30,Antidilutive Equity Awards

2009


2008


2009


2008Stock options


4,322,735



4,431,583



4,329,434



4,431,583Restricted stock units


1,672,802



3,015,677



5,677,647



3,015,677Restricted stock


3,293



21,772



3,293



21,772Performance-based restricted stock units


227,679



249,108



227,679



249,108Total


6,226,509



7,718,140



10,238,053



7,718,140   15.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    September 30, 2009

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

$
10


$
10     Three Months Ended

Nine Months EndedSeptember 30,

September 30,2009

2008

2009

2008(in millions)Net revenue (a)

$
31


$
36


$
94


$
118Cost of revenue


1







1



Selling, general and administrative expense






1



1



3Interest expense


1



1



3



2   (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
    September 30, 2009

December 31, 2008(in millions)Accounts payable

$
6


$
5Accrued expenses


2



1Accrued merchant payable


5



     Three Months Ended

Nine Months EndedSeptember 30,

September 30,2009

2008

2009

2008(in millions)Net revenue

$
4


$
5


$
12


$
11Cost of revenue


9



2



20



7Selling, general and administrative expense


1



1



3



4     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 ofSeptember 30, 2009


December 31, 2008Quoted


Significant








Quoted


Significantprices in


other


Significant





prices in


other


SignificantBalance at


active


observable


unobservable


Balance at


active


observable


unobservableSeptember 30,


markets


inputs


inputs


December 31,


markets


inputs


inputs2009


(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) (a)

$



$



$



$



$
1


$
1


$



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

$
9


$



$
9


$



$
15


$



$
15


$
   (a)
    
    At September 30, 2009, almost nil of our foreign currency
    hedges 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


TotalMarch 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
      17.
    Severance   27




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      18.
    Global
    Access Agreement Amendment    19.
    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
          
    Hotel connectivity, infrastructure and
    content:  We will continue to explore new hotel
    connectivity opportunities and expect to make additional
    investments in our hotel infrastructure. We also intend to
    improve the richness of the hotel content available on our
    websites. For example, we are focused on improving the quality
    and structure of editorial descriptions and photographs on our
    websites, building flexibility and automation as it relates to
    promotional capabilities, and providing additional
    user-generated content.
    Supply expansion:  We intend to utilize our
    SmartRetail program to expand into new markets where online
    penetration is low or where hotels are not accustomed to working
    with the merchant model. Similar to our retail business model,
    under our SmartRetail program, we earn commissions from
    suppliers for travel products booked on our websites. However,
    under SmartRetail, we receive this commission at the time of
    booking. We believe this program will enable us to increase the
    number of 29




---



##### Table of Contents



hotels available for booking on our websites, while at the same
    time eliminating the collection issues that are inherent in the
    traditional retail model.  
    Intelligent marketplace:  We plan to improve
    hotel conversion rates through the development of systems and
    technology that will allow us to use historical data to provide
    customers with a personalized shopping experience and more
    relevant search results.
    Retailing:  We continue to focus on enhancing
    the customer experience across all of our brands to improve
    conversion rates. We intend to use multivariate testing to
    optimize our user interfaces and landing pages, the customer
    shopping experience and our cross sell efforts.
    Telesales:  We intend to build upon our
    existing telesales capabilities to drive volume for higher
    margin travel products.
    Organic traffic:  We are actively pursuing
    strategies to increase the amount of non-paid traffic coming to
    our websites through search engine optimization
    (SEO) and customer relationship management
    (CRM).
    Distribution:  We intend to drive transaction
    growth by leveraging the customer base of our third-party
    partners through further expansion of our white label business.      Industry
    Trends
       30




---



##### Table of Contents



non-paid
 31




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
        Three Months Ended








Nine Months EndedSeptember 30,


$


%


September 30,


$


%2009


2008


Change


Change(a)


2009


2008


Change


Change(a)(in millions)








(in millions)Gross bookingsDomesticAir

$
1,616


$
1,703


$
(87
)


(5
)%

$
4,792


$
5,397


$
(605
)


(11
)%Non-air


583



610



(27
)


(4
)%


1,808



1,870



(62
)


(3
)%Total domestic gross bookings


2,199



2,313



(114
)


(5
)%


6,600



7,267



(667
)


(9
)%InternationalAir


218



264



(46
)


(18
)%


664



893



(229
)


(26
)%Non-air


148



157



(9
)


(6
)%


362



492



(130
)


(26
)%Total international gross bookings


366



421



(55
)


(13
)%


1,026



1,385



(359
)


(26
)%Total gross bookings

$
2,565


$
2,734


$
(169
)


(6
)%

$
7,626


$
8,652


$
(1,026
)


(12
)%Net revenueDomesticAir

$
48


$
70


$
(22
)


(32
)%

$
168


$
218


$
(50
)


(23
)%Non-air


96



117



(21
)


(18
)%


282



315



(33
)


(10
)%Total domestic net revenue


144



187



(43
)


(23
)%


450



533



(83
)


(16
)%InternationalAir


12



17



(5
)


(29
)%


42



54



(12
)


(21
)%Non-air


31



36



(5
)


(15
)%


71



103



(32
)


(32
)%Total international net revenue


43



53



(10
)


(19
)%


113



157



(44
)


(28
)%Total net revenue (b)

$
187


$
240


$
(53
)


(22
)%

$
563


$
690


$
(127
)


(18
)%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    For the three months ended September 30, 2009 and
    September 30, 2008, $32 million and $29 million
    of our total net revenue, respectively, was attributed to
    incentive payments earned for air, car and hotel 32




---



##### Table of Contents



segments processed through GDSs. For the nine months ended
    September 30, 2009 and September 30, 2008,
    $92 million and $93 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 September 30, 2009 to the three
    months ended September 30, 2008
  Gross
    Bookings
          Net Revenue 
  Comparison
    of the nine months ended September 30, 2009 to the nine
    months ended September 30, 2008
  Gross
    Bookings
   33




---



##### Table of Contents



Net Revenue 
 34




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended September 30, 2009 to the three
    months ended September 30, 2008
  Three Months EndedSeptember 30,


$


%2009


2008


Change


Change(a)(in millions)Net revenueAir

$
60


$
87


$
(27
)


(31
)%Hotel


52



71



(19
)


(27
)%Dynamic packaging


30



32



(2
)


(5
)%Advertising and media


15



17



(2
)


(10
)%Other


30



33



(3
)


(11
)%Total net revenue


187



240



(53
)


(22
)%Cost and expensesCost of revenue


34



41



(7
)


(17
)%Selling, general and administrative


65



75



(10
)


(15
)%Marketing


48



86



(38
)


(44
)%Depreciation and amortization


18



17



1



8
%Impairment of goodwill and intangible assets






297



(297
)


(100
)%Total operating expenses


165



516



(351
)


(68
)%Operating income (loss)


22



(276
)


298



(108
)%Other (expense)Interest expense, net


(14
)


(16
)


2



(6
)%Total other (expense)


(14
)


(16
)


2



(6
)%Income (loss) before income taxes


8



(292
)


300



(103
)%Provision (benefit) for income taxes


1



(5
)


6



(128
)%Net income (loss)

$
7


$
(287
)

$
294



(102
)%As a percent of net revenue (a)Cost of revenue


18
%


17
%Selling, general and administrative expense


34
%


31
%Marketing expense


26
%


36
%   (a)
    
    Percentages are calculated on unrounded numbers.  Net
    Revenue
    Air.
   35




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##### Table of Contents



Hotel.
      Dynamic packaging.
      Advertising and media.
    Other.
 36




---



##### Table of Contents



Cost of
    Revenue
    Three MonthsEndedSeptember 30,


$


%2009


2008


Change


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

$
13


$
15


$
(2
)


(17
)%Credit card processing fees


10



11



(1
)


(8
)%Other


11



15



(4
)


(25
)%Total cost of revenue

$
34


$
41


$
(7
)


(17
)%   (a)
    
    Percentages are calculated on unrounded numbers.        Selling,
    General and Administrative
    Three MonthsEndedSeptember 30,


$


%2009


2008


Change


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

$
39


$
41


$
(2
)


(7
)%Contract labor (b)


5



7



(2
)


(32
)%Network communications, systems maintenance and equipment


6



9



(3
)


(29
)%Other


15



18



(3
)


(19
)%Total selling, general, and administrative

$
65


$
75


$
(10
)


(15
)%  37




---



##### Table of Contents



(a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized.      Marketing
      Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
     38




---



##### Table of Contents



Interest
    Expense, Net
    Provision
    (Benefit) for Income Taxes
    Comparison
    of the nine months ended September 30, 2009 to the nine
    months ended September 30, 2008
  Nine Months EndedSeptember 30,


$


%2009


2008


Change


Change(a)(in millions)Net revenueAir

$
210


$
272


$
(62
)


(23
)%Hotel


138



195



(57
)


(29
)%Dynamic packaging


90



88



2



3
%Advertising and media


43



42



1



3
%Other


82



93



(11
)


(12
)%Total net revenue


563



690



(127
)


(18
)%Cost and expensesCost of revenue


103



130



(27
)


(21
)%Selling, general and administrative


190



224



(34
)


(15
)%Marketing


166



252



(86
)


(34
)%Depreciation and amortization


51



49



2



4
%Impairment of goodwill and intangible assets


332



297



35



12
%Total operating expenses


842



952



(110
)


(12
)%Operating (loss)


(279
)


(262
)


(17
)


6
%Other income (expense)Interest expense, net


(43
)


(47
)


4



(7
)%Gain on extinguishment of debt


2







2



**Total other (expense)


(41
)


(47
)


6



(11
)%Loss before income taxes


(320
)


(309
)


(11
)


4
%(Benefit) for income taxes


(1
)


(2
)


1



(37
)%Net loss

$
(319
)

$
(307
)

$
(12
)


4
%As a percent of net revenue(a)Cost of revenue


18
%


19
%Selling, general and administrative expense


34
%


32
%Marketing expense


29
%


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




---



##### Table of Contents



Net
    Revenue
    Air.
  sm
    Hotel.
      Dynamic packaging.
   40




---



##### Table of Contents



Advertising and media.
    Other.
    Cost of
    Revenue
  Nine MonthsEndedSeptember 30,


$


%2009


2008


Change


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

$
39


$
48


$
(9
)


(19
)%Credit card processing fees


30



34



(4
)


(12
)%Other


34



48



(14
)


(29
)%Total cost of revenue

$
103


$
130


$
(27
)


(21
)%   (a)
    
    Percentages are calculated on unrounded numbers.       41




---



##### Table of Contents



Selling,
    General and Administrative
  Nine MonthsEndedSeptember 30,


$


%2009


2008


Change


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

$
119


$
127


$
(8
)


(6
)%Contract labor (b)


16



25



(9
)


(37
)%Network communications, systems maintenance and equipment


20



26



(6
)


(22
)%Other


35



46



(11
)


(24
)%Total selling, general, and administrative

$
190


$
224


$
(34
)


(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.        Marketing
    Depreciation
    and Amortization
   42




---



##### Table of Contents



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




---



##### Table of Contents



Related
    Party Transactions
    Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
         44




---



##### Table of Contents



45




---



##### Table of Contents



Cash
    Flows
    Nine Months EndedSeptember 30,2009


2008(in millions)Beginning cash and cash equivalents

$
31


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


104



121Investing activities


(31
)


(42
)Financing activities


16



Effects of changes in exchange rates on cash and cash equivalents


2



(1
)Net increase in cash and cash equivalents


91



78Ending cash and cash equivalents

$
122


$
103   Operating
    Activities
     46




---



##### Table of Contents



Investing
    Activities
    Financing
    Activities
    Financing
    Arrangements
       47




---



##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
       48




---



##### Table of Contents



Contractual
    Obligations
  Form 10-K.
  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
   49




---



##### Table of Contents



Interest
    Rate Risk
    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 Form 10-Q
   50




---



##### Table of Contents



City of Columbus,
    Georgia v. Orbitz, LLC
  City
    of Rome, Georgia v. Hotels.com, L.P., et al.,
  City of
    Oakland v. Hotels.com, L.P. et al.
  section 12-23
  (d/b/a
  County of
    Nassau v. Hotels.com, L.P., et al.
  County of Genesee, Michigan v.
    Hotels.com, L.P. et al.
  Bush v. Cheaptickets.com, et al.
  City of
    San Antonio, Texas v. Hotels.com, L.P., et al.,
 51




---



##### Table of Contents



In re Orbitz Taxes
    and Fees Litigation
    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)July 1, 2009 to July 31, 2009














August 1, 2009 to August 31, 2009


324


$
6.63







September 1, 2009 to September 30, 2009














Total


324


$
6.63







   (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 third quarter of 2009, we did not have a publicly
    announced plan or program for the repurchase of our common stock. 52




---



##### Table of Contents



Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 5.
    Other
    Information.    Item 6.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description10
.1

Fourth Amendment, dated as of July 8, 2009, to Subscriber
    Services Agreement, dated as of July 23, 2007, between
    Travelport International, L.L.C. (f/k/a Galileo International,
    L.L.C.), Travelport Global Distribution System B.V. (f/k/a
    Galileo Nederland B.V.) and Orbitz Worldwide, LLC.10
.2

Second Amendment to the Second Amended and Restated Airline
    Charter Associate Agreement, dated as of July 7, 2009,
    between Orbitz, LLC and United Air Lines, Inc.10
.3

Amendment to the Orbitz Supplier Link Agreement, dated as of
    July 7, 2009, between Orbitz, LLC and United Air Lines, Inc.10
.4

Amendment to Employment Agreement, effective as of July 17,
    2009, by and between Orbitz Worldwide, Inc. and Barnaby Harford.10
.5

Letter Agreement, dated July 31, 2009, between Orbitz
    Worldwide, Inc. and James P. Shaughnessy.10
.6

Form of CEO Restricted Stock Unit Award Agreement.10
.7

Complimentary and Amendment Agreement, effective as of
    July 1, 2009, between Amadeus IT Group S.A. and ebookers
    Limited (incorporated by reference to Exhibit 10.1 to
    Orbitz Worldwide, Inc. Current Report on
    Form 8-K
    filed on July 30, 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.  53




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INC.Date: November 9, 2009

By:
     /s/  Barney
    HarfordBarney
    HarfordPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: November 9, 2009

By: /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: November 9, 2009

By:
     /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting and External Reporting
    (Principal Accounting Officer)  54