##### 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
    September 30, 2010oro

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

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

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

60661(Zip Code)   (312) 894-5000
 (Registrants telephone
    number, including area code)
  þ o
  Regulation S-T o o
    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)Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2010 and
    2009 (Unaudited)


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


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


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


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


8Notes to Condensed Consolidated Financial
    Statements (Unaudited)


9Item 2.


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


30Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


50Item 4.


Controls and Procedures


51PART II


Other InformationItem 1.


Legal Proceedings


51Item 1A.


Risk Factors


53Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


53Item 3.


Defaults Upon Senior Securities


53Item 4.


Reserved


53Item 5.


Other Information


53Item 6.


Exhibits


53Signatures


53EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



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




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Net revenue

$
194,479


$
186,603


$
575,123


$
562,955Cost and expensesCost of revenue


38,715



33,753



114,314



103,208Selling, general and administrative


57,840



64,201



181,265



190,125Marketing


52,583



48,090



165,522



165,917Depreciation and amortization


17,780



18,324



56,449



50,996Impairment of other assets (see Note 8)










1,704



Impairment of goodwill and intangible assets














331,527Total operating expenses


166,918



164,368



519,254



841,773Operating income (loss)


27,561



22,235



55,869



(278,818
)Other (expense) incomeNet interest expense


(11,180
)


(14,071
)


(33,434
)


(43,182
)Other (expense) income






(1
)


18



2,112Total other (expense)


(11,180
)


(14,072
)


(33,416
)


(41,070
)Income (loss) before income taxes


16,381



8,163



22,453



(319,888
)Provision (benefit) for income taxes


1,049



1,183



2,649



(988
)Net income (loss)

$
15,332


$
6,980


$
19,804


$
(318,900
)Net income (loss) per share  basic:Net income (loss) per share

$
0.15


$
0.08


$
0.20


$
(3.80
)Weighted average shares outstanding


103,066,070



84,377,943



100,600,016



83,951,081Net income (loss) per share  diluted:Net income (loss) per share

$
0.15


$
0.08


$
0.19


$
(3.80
)Weighted average shares outstanding


105,339,916



86,547,214



104,023,529



83,951,081    4




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##### Table of Contents



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


December 31,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
139,066


$
88,656Accounts receivable (net of allowance for doubtful accounts of
    $777 and $935, respectively)


61,443



54,708Prepaid expenses


19,320



17,399Due from Travelport, net


17,982



3,188Other current assets


4,694



5,702Total current assets


242,505



169,653Property and equipment, net


162,800



180,962Goodwill


718,171



713,123Trademarks and trade names


156,583



155,090Other intangible assets, net


8,214



18,562Deferred income taxes, non-current


6,983



9,954Other non-current assets


51,145



46,898Total Assets

$
1,346,401


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

$
21,608


$
30,279Accrued merchant payable


275,018



219,073Accrued expenses


115,199



112,771Deferred income


37,545



30,924Term loan, current


8,101



20,994Other current liabilities


7,375



5,162Total current liabilities


464,846



419,203Term loan, non-current


483,920



555,582Line of credit






42,221Tax sharing liability


101,118



108,736Unfavorable contracts


8,448



9,901Other non-current liabilities


23,499



28,096Total Liabilities


1,081,831



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






Common stock, $0.01 par value, 140,000,000 shares
    authorized, 102,303,929 and 83,831,561 shares issued and
    outstanding, respectively


1,023



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


(52
)


(48
)Additional paid in capital


1,027,433



921,425Accumulated deficit


(765,568
)


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


1,734



(6,340
)Total Shareholders Equity


264,570



130,503Total Liabilities and Shareholders Equity

$
1,346,401


$
1,294,242    5




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##### Table of Contents



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


2009Operating activities:Net income (loss)

$
19,804


$
(318,900
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Net gain on extinguishment of debt


(57
)


(2,172
)Depreciation and amortization


56,449



50,996Impairment of other assets


1,704



Impairment of goodwill and intangible assets






331,527Amortization of unfavorable contract liability


(2,703
)


(2,475
)Non-cash net interest expense


11,929



11,786Deferred income taxes


2,719



(5,354
)Stock compensation


10,660



11,076Provision for bad debts


(235
)


519Changes in assets and liabilities:Accounts receivable


(6,718
)


(3,722
)Deferred income


6,186



15,289Due to/from Travelport, net


(14,741
)


(21
)Accrued merchant payable


56,405



26,693Accounts payable, accrued expenses and other current liabilities


(8,277
)


(9,382
)Other


(9,476
)


(2,518
)Net cash provided by operating activities


123,649



103,342Investing activities:Property and equipment additions


(27,846
)


(30,809
)Changes in restricted cash


(176
)


(635
)Net cash (used in) investing activities


(28,022
)


(31,444
)Financing activities:Proceeds from issuance of common stock, net of issuance costs


48,930



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


(248
)


Payments on the term loan


(20,994
)


(4,449
)Payments to extinguish debt


(13,488
)


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


(2,884
)


(353
)Proceeds from exercise of employee stock options


65



35Payments on tax sharing liability


(14,058
)


(10,915
)Proceeds from line of credit






99,457Payments on line of credit


(42,221
)


(59,823
)Proceeds from note payable


800



Net cash (used in) provided by financing activities


(44,098
)


16,178Effects of changes in exchange rates on cash and cash equivalents


(1,119
)


2,361Net increase in cash and cash equivalents


50,410



90,437Cash and cash equivalents at beginning of period


88,656



31,193Cash and cash equivalents at end of period

$
139,066


$
121,630Supplemental disclosure of cash flow information:Income tax payments, net

$
1,140


$
2,032Cash interest payments, net of capitalized interest of $17 and
    $96, respectively

$
21,184


$
31,631Non-cash investing activity:Capital expenditures incurred not yet paid

$
47



Non-cash financing activity:Repayment of term loan in connection with debt-equity exchange

$
49,564



    6




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Net income (loss)

$
15,332


$
6,980


$
19,804


$
(318,900
)Other comprehensive (loss) income, net of income taxesCurrency translation adjustment


(693
)


7,381



6,798



4,465Unrealized gains on floating to fixed interest rate swaps


376



2,096



1,276



6,334Other comprehensive (loss) income


(317
)


9,477



8,074



10,799Comprehensive income (loss)

$
15,015


$
16,457


$
27,878


$
(308,101
)    7




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##### Table of Contents



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





Other


TotalCommon Stock


Treasury Stock


Paid in


Accumulated


Comprehensive


ShareholdersShares


Amount


Shares


Amount


Capital


Deficit


(Loss) Income


EquityBalance at December 31, 2009


83,831,561


$
838



24,521


$
(48
)

$
921,425


$
(785,372
)

$
(6,340
)

$
130,503Net income






















19,804







19,804Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting


















7,780











7,780Common shares issued pursuant to Exchange Agreement and Stock
    Purchase Agreement (see Note 6)


17,166,673



172











98,176











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


1,295,809



13











(13
)










Common shares issued upon exercise of stock options


10,602















65











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


(716
)






716



(4
)














(4
)Other comprehensive income


























8,074



8,074Balance at September 30, 2010


102,303,929


$
1,023



25,237


$
(52
)

$
1,027,433


$
(765,568
)

$
1,734


$
264,570    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    September 30, 2010


December 31, 2009(in thousands)Capitalized software

$
241,047


$
221,261Furniture, fixtures and equipment


71,595



68,896Leasehold improvements


13,231



13,443Construction in progress


17,010



13,482Gross property and equipment


342,883



317,082Less: accumulated depreciation and amortization


(180,083
)


(136,120
)Property and equipment, net

$
162,800


$
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    September 30, 2010

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

$
718,171


$
713,123Trademarks and trade names


156,583



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

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


5,048Balance at September 30, 2010, net of accumulated
    impairment of $459,199

$
718,171   (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.    September 30, 2010


December 31, 2009Gross





Net


Weighted


Gross





Net


WeightedCarrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Useful Life


Amount


Amortization


Amount


Useful Life(in thousands)





(in years)





(in thousands)





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

$
12,000


$
(6,125
)

$
5,875



7


$
66,190


$
(50,329
)

$
15,861



4Vendor relationships and other


5,461



(3,122
)


2,339



7



5,072



(2,371
)


2,701



7Total Finite-Lived Intangible Assets

$
17,461


$
(9,247
)

$
8,214



7


$
71,262


$
(52,700
)

$
18,562



5   (b)
    
    During the third quarter of 2010, we wrote off the gross
    carrying amount and corresponding accumulated amortization
    related to $54.2 million of fully amortized customer
    relationship intangible assets whose useful lives expired during
    the period.   11




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##### Table of Contents



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

(in thousands)2010 (remaining 3 months)

$
6902011


2,6972012


2,4272013


1,6772014


723Total

$
8,214   5.
    Accrued
    Expenses    September 30, 2010


December 31, 2009(in thousands)Advertising and marketing (a)

$
29,428


$
17,897Tax sharing liability, current


21,582



17,390Employee costs (b)


19,590



32,684Contract exit costs


6,909



4,858Rebates


6,124



5,928Customer service costs


5,472



5,575Technology costs


5,149



4,413Professional fees


4,815



4,414Unfavorable contracts, current


3,754



3,300Facilities costs


801



2,588Other


11,575



13,724Total accrued expenses

$
115,199


$
112,771   (a)
    
    The change in accrued advertising and marketing is primarily due
    to the timing of our marketing spending, in part due to
    seasonality, and the timing of related payments made during the
    year.(b)
    
    The change in accrued employee costs primarily represents lower
    accrued employee incentive compensation and lower accrued
    severance costs at September 30, 2010 compared with
    December 31, 2009.At September 30, 2010 and December 31, 2009, the
    employee costs line item included accrued severance costs of
    $1.5 million and $3.2 million, respectively, of which
    $0.3 million and $3.2 million, respectively, were
    associated with actions taken in 2009. The majority of the costs
    related to these 2009 actions are expected to be paid during the
    remainder of 2010.  6.
    Term Loan
    and Revolving Credit Facility   12




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##### Table of Contents



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

$
576,576Principal prepayments


(20,994
)Repurchases (a)


(63,561
)Balance at September 30, 2010

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




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##### Table of Contents



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

(in thousands)2010 (remaining 3 months)

$
2011


8,1012012


2013


2014


483,920Total

$
492,021  14




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Tax
    Sharing Liability    Amount(in thousands)Balance at December 31, 2009

$
126,126Accretion of interest expense (a)


10,632Cash payments


(14,058
)Balance at September 30, 2010

$
122,700   (a)
    
    We accreted interest expense related to the tax sharing
    liability of $3.5 million and $3.1 million for the
    three months ended September 30, 2010 and
    September 30, 2009, respectively, and $10.6 million
    and $10.2 million for the nine months ended
    September 30, 2010 and September 30, 2009,
    respectively.      Year

(in thousands)2010 (remaining 3 months)

$
4,8272011


24,5442012


16,8702013


17,5742014


18,145Thereafter


117,917Total

$
199,877     8.
    Unfavorable
    Contracts   15




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##### Table of Contents



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

$
13,201Amortization (a)


(2,703
)Impairment (b)


1,704Balance at September 30, 2010

$
12,202   (a)
    
    We recognized net amortization for the unfavorable portion of
    the Charter Associate Agreements in the amount of
    $0.9 million ($2.2 million was recorded as an increase
    to net revenue and $1.3 million was recorded as an increase
    to marketing expense) for the three months ended
    September 30, 2010 and $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 the three
    months ended September 30, 2009. We recognized net
    amortization for the unfavorable portion of the Charter
    Associate Agreements in the amount of $2.7 million
    ($6.7 million was recorded as an increase to net revenue
    and $4.0 million was recorded as an increase to marketing
    expense) for the nine months ended September 30, 2010 and
    $2.5 million ($7.0 million was recorded as an increase
    to net revenue and $4.5 million was recorded as an increase
    to marketing expense) for the nine months ended
    September 30, 2009.(b)
    
    During the first quarter of 2010, we recorded a non-cash charge
    to impair the portion of the asset related to the expected
    in-kind marketing and promotional support to be received from
    Northwest Airlines under our Charter Associate Agreement with
    that airline. As a result of the completion of the operational
    merger of Northwest Airlines and Delta Airlines into a single
    operating carrier, Northwest Airlines was no longer obligated to
    provide us with in-kind marketing and promotional support after
    June 1, 2010. This impairment charge is reflected as
    impairment of other assets in our condensed consolidated
    statement of operations for the nine months ended
    September 30, 2010.   16




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Commitments
    and Contingencies  Form 10-K,
  2010 (remaining3 months)

2011

2012

2013

2014

Thereafter

Total(in thousands)Telecommunications service agreement (a)

$



$
2,500


$
2,500


$



$



$



$
5,000   (a)
    
    In January 2010, we entered into a three-year telecommunications
    service agreement, which requires a minimum annual commitment of
    $2.5 million.    Company
    Litigation
      and/or
 17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Surety
    Bonds and Bank Guarantees
    Financing
    Arrangements
  non-U.S. regulatory
 18




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Income
    Taxes    Amount(in thousands)Balance at December 31, 2009

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


(80
)Impact of foreign currency translation


9Balance at September 30, 2010

$
4,839         11.
    Equity-Based
    Compensation   19




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
    Weighted Average


AggregateWeighted Average


Remaining


IntrinsicExercise Price


Contractual Term


ValueShares


(per share)


(in years)


(in thousands)Outstanding at December 31, 2009


4,236,083


$
9.46



6.5


$
4,737Granted


950,000


$
4.78



6.7Granted in connection with stock option exchange (a)


433,488


$
5.22



6.8Exercised


(10,602
)

$
6.11



4.7Forfeited


(603,012
)

$
13.41



6.4Cancelled in connection with stock option exchange (a)


(1,260,598
)

$
15.00



6.8Outstanding at September 30, 2010


3,745,359


$
5.30



5.6


$
4,108Exercisable at September 30, 2010


1,471,185


$
5.63



5.4


$
1,277   (a)
    
    On May 3, 2010, we commenced an offer to eligible employees
    to exchange certain
    out-of-the-money
    options to purchase our common stock for a lesser number of new
    stock options with an exercise price equal to the fair market
    value of our common stock at the completion of the exchange
    offer. Stock options eligible for the exchange were those with
    an exercise price per share of $15.00 that were granted at the
    time of the IPO. The offering period closed on May 28,
    2010. On that date, 1,260,598 stock options were tendered and
    exchanged for 433,488 new stock options with an exercise price
    of $5.22 per share. No incremental compensation expense was
    recognized in connection with the exchange because the fair
    value of the new stock options granted approximated the fair
    value of the stock options exchanged. The vesting terms and
    contractual expiration of the new stock options granted in the
    exchange are the same as those of the old stock options.
    However, the option holders who elected to participate in the
    exchange are required to wait until the six-month anniversary of
    the completion of the exchange before exercising any of their
    new stock options, including those new stock options that vest
    during that six-month period.     20




---



##### Table of Contents



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


Expected volatility


43
%Expected life (in years)


4.68Risk-free interest rate


2.13
%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2009


5,650,750


$
4.31Granted


1,445,000


$
4.94Vested (a)


(1,884,414
)

$
7.00Forfeited


(626,592
)

$
4.52Unvested at September 30, 2010


4,584,744


$
3.35   (a)
    
    We issued 1,295,809 shares of common stock in connection
    with the vesting of restricted stock units during the nine
    months ended September 30, 2010, which is net of the number
    of shares retained (but not issued) by us in satisfaction of
    minimum tax withholding obligations associated with the vesting.      Performance-Based
    Restricted Stock Units
    Weighted AveragePerformance-Based


Grant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2009


227,679


$
6.28Granted (a)


387,000


$
4.90Unvested at September 30, 2010


614,679


$
5.41  21




---



##### Table of Contents



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


Fair ValueStock Units


(per share)Outstanding at December 31, 2009


692,066


$
4.13Granted


250,036


$
5.01Outstanding at September 30, 2010


942,102


$
4.36     Compensation
    Expense
     22




---



##### Table of Contents



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

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100.0 million

May 30, 2008

May 31, 2011


3.39
%

Three-month LIBOR$100.0 million

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     Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100.0 million

September 30, 2008

September 30, 2010


2.98
%

One-month LIBOR       Fair Value Measurements as ofBalance Sheet Location

September 30, 2010

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


Other current liabilities


$
2,059


$
1,899Interest rate swaps


Other non-current liabilities



2,001



3,437  23




---



##### 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 Ended

Three Months Ended

Three Months EndedSeptember 30,

September 30,

September 30,2010

2009

2010

2009

2010

2009(in thousands)Interest rate swaps

$
376


$
2,096


$
(1,843
)

$
(3,772
)

$



$
   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)Nine Months Ended

Nine Months Ended

Nine Months EndedSeptember 30,

September 30,

September 30,2010

2009

2010

2009

2010

2009(in thousands)Interest rate swaps

$
1,276


$
6,334


$
(5,520
)

$
(9,912
)

$



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

September 30, 2010

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


Other current liabilities


$
2,278


$
1,208  24




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (Loss) Gain inSelling, General &Administrative ExpenseThree Months Ended

Nine Months EndedSeptember 30,

September 30,2010

2009

2010

2009(in thousands)Foreign currency hedges (a)

$
(5,777
)

$
869


$
(419
)

$
(6,204
)   (a)
    
    We recorded transaction gains (losses) associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $5.1 million and $(2.1) million in the three months
    ended September 30, 2010 and September 30, 2009,
    respectively, and $(4.1) million and $5.0 million in
    the nine months ended September 30, 2010 and
    September 30, 2009, respectively. Transaction gains
    (losses) are included in selling, general and administrative
    expense in our condensed consolidated statements of operations.
    The net impact of transaction gains (losses) associated with the
    re-measurement of our foreign denominated assets and liabilities
    and (losses) gains incurred on our foreign currency hedges was a
    net loss of $(0.7) million and $(1.2) million in the
    three months ended September 30, 2010 and
    September 30, 2009, respectively, and a net loss of
    $(4.5) million and $(1.2) million in the nine months
    ended September 30, 2010 and September 30, 2009,
    respectively.  13.
    Net
    Income (Loss) per Share    Three Months Ended September 30,


Nine Months Ended September 30,2010


2009


2010


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


$15,332



$6,980



$19,804



$(318,900
)Net income (loss) per share:Basic


$0.15



$0.08



$0.20



$(3.80
)Diluted


$0.15



$0.08



$0.19



$(3.80
)Weighted average shares outstanding:Basic


103,066,070



84,377,943



100,600,016



83,951,081Dilutive effect of:Stock options


863



266



100,990



Restricted stock units


2,272,983



2,168,682



3,322,170



Restricted stock






323



353



Diluted (a)


105,339,916



86,547,214



104,023,529



83,951,081   (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 because
    we had a net loss for the period. Accordingly, the inclusion of
    these equity awards would have had an antidilutive effect on
    diluted net loss per share. 25




---



##### Table of Contents



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


Nine Months Ended September 30,Antidilutive Equity Awards

2010


2009


2010


2009Stock options


3,741,451



4,322,735



2,603,117



4,329,434Restricted stock units


504,192



1,672,802



265,313



5,677,647Restricted stock






3,293







3,293Performance-based restricted stock units


614,679



227,679



614,679



227,679Total


4,860,322



6,226,509



3,483,109



10,238,053   14.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    September 30, 2010


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

$
17,982


$
3,188     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009(in thousands)Net revenue (a)

$
29,047


$
30,989


$
92,722


$
94,020Cost of revenue


98



257



359



500Selling, general and administrative expense


145



(148
)


308



576Interest expense


953



906



2,739



2,762   (a)
    
    These amounts include net revenue related to our GDS services
    agreement and bookings sourced through Donvand Limited and
    OctopusTravel Group Limited (doing business as Gullivers Travel
    Associates, GTA) for the periods presented.    Letters
    of Credit
   26




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Purchase Agreement
    Related
    Party Transactions with Affiliates of Blackstone and
    TCV
        September 30, 2010


December 31, 2009(in thousands)Accounts receivable

$
274


$
62Prepaid expenses






78Accounts payable


7,867



5,432Accrued expenses


2,058



2,461Accrued merchant payable


9,412



6,131Other current liabilities


229



Other non-current liabilities


571



     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009(in thousands)Net revenue

$
5,824


$
4,307


$
16,365


$
11,968Cost of revenue (a)


7,330



8,970



22,793



19,729Selling, general and administrative expense (b)


650



756



2,080



2,618Marketing


6







6



   (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
    September 30, 2010 and September 30, 2009 and the nine
    months ended September 30, 2010 and September 30,
    2009, $0.6 million, $0.6 million, $1.8 million
    and $2.2 million, respectively, represent costs incurred
    under our outsourcing agreements with Intelenet for back office
    administrative, information technology and financial services. 27




---



##### Table of Contents



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


December 31, 2009Quoted


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


inputs2010


(Level 1)


(Level 2)


(Level 3)


2009


(Level 1)


(Level 2)


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

$
2,278


$
2,278


$



$



$
1,208


$
1,208


$



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

$
4,060


$



$
4,060


$



$
5,336


$



$
5,336


$
         Fair
    Value of Financial Instruments
      16.
    Subsequent
    Event   28




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     29




---



##### 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
   30




---



##### Table of Contents



Retailing
    Industry
    Trends
            year-over-year
 31




---



##### Table of Contents



Other
    Developments
    RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
  year-over-year year-over-year
    32




---



##### Table of Contents



Three Months Ended








Nine Months EndedSeptember 30,


$


%


September 30,


$


%2010


2009


Change


Change


2010


2009


Change


Change(in thousands)











(in thousands)Gross bookingsDomesticAir

$
1,768,632


$
1,595,580


$
173,052



11
%

$
5,658,693


$
4,731,593


$
927,100



20
%Non-air


584,691



540,456



44,235



8
%


1,790,145



1,688,016



102,129



6
%Total domestic gross bookings


2,353,323



2,136,036



217,287



10
%


7,448,838



6,419,609



1,029,229



16
%InternationalAir


280,848



212,524



68,324



32
%


871,548



660,874



210,674



32
%Non-air


177,375



151,793



25,582



17
%


499,042



405,206



93,836



23
%Total international gross bookings


458,223



364,317



93,906



26
%


1,370,590



1,066,080



304,510



29
%Total gross bookings (a)

$
2,811,546


$
2,500,353


$
311,193



12
%

$
8,819,428


$
7,485,689


$
1,333,739



18
%Net revenueDomesticAir

$
48,280


$
47,945


$
335



1
%

$
154,993


$
167,585


$
(12,592
)


(8
)%Non-air


100,293



96,068



4,225



4
%


288,885



282,491



6,394



2
%Total domestic net revenue


148,573



144,013



4,560



3
%


443,878



450,076



(6,198
)


(1
)%InternationalAir


16,920



11,930



4,990



42
%


52,695



42,584



10,111



24
%Non-air


28,986



30,660



(1,674
)


(5
)%


78,550



70,295



8,255



12
%Total international net revenue


45,906



42,590



3,316



8
%


131,245



112,879



18,366



16
%Total net revenue (b)

$
194,479


$
186,603


$
7,876



4
%

$
575,123


$
562,955


$
12,168



2
%Transaction and hotel room night growthTransaction growth (a)


5
%


7
%










9
%


(1
)%Hotel room night growth


5
%


3
%










9
%


1
%   (a)
    
    In the second quarter of 2010, we revised our methodology for
    calculating global gross bookings and transactions to reduce
    these amounts for all cancellations made through our websites.
    Historically, we reported these amounts net of
    same-day
    cancellations only. As a result, the prior period amounts in the
    table above have been updated to reflect this new methodology,
    which more closely corresponds with the way we report net
    revenue and is consistent with how management now reviews global
    gross bookings and transactions.(b)
    
    For the three months ended September 30, 2010 and
    September 30, 2009, $29.7 million and
    $31.6 million of our total net revenue, respectively, was
    from incentive payments earned for air, car and hotel segments
    processed through GDSs. For the nine months ended
    September 30, 2010 and September 30, 2009,
    $94.9 million and $91.9 million of our total net
    revenue, respectively, was from incentive payments earned for
    air, car and hotel segments processed through GDSs.  Comparison
    of the three months ended September 30, 2010 to the three
    months ended September 30, 2009
  Gross
    Bookings
     33




---



##### Table of Contents



Net
    Revenue  See
    discussion of net revenue in the Results of Operations section
    below.
  Transaction
    and Hotel Room Night Growth
  year-over-year year-over-year year-over-year. year-over-year
  Comparison
    of the nine months ended September 30, 2010 to the nine
    months ended September 30, 2009
  Gross
    Bookings
     34




---



##### Table of Contents



Net
    Revenue  See
    discussion of net revenue in the Results of Operations section
    below.
  Transaction
    and Hotel Room Night Growth
  year-over-year year-over-year
 35




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended September 30, 2010 to the three
    months ended September 30, 2009
  Three Months EndedSeptember 30,


$


%2010


2009


Change


Change(in thousands)Net revenueAir

$
65,200


$
59,875


$
5,325



9
%Hotel


56,537



52,421



4,116



8
%Vacation package


30,175



29,978



197



1
%Advertising and media


12,189



14,530



(2,341
)


(16
)%Other


30,378



29,799



579



2
%Total net revenue


194,479



186,603



7,876



4
%Cost and expensesCost of revenue


38,715



33,753



4,962



15
%Selling, general and administrative


57,840



64,201



(6,361
)


(10
)%Marketing


52,583



48,090



4,493



9
%Depreciation and amortization


17,780



18,324



(544
)


(3
)%Total operating expenses


166,918



164,368



2,550



2
%Operating income


27,561



22,235



5,326



24
%Other (expense)Net interest expense


(11,180
)


(14,071
)


2,891



(21
)%Other expense






(1
)


1



(100
)%Total other (expense)


(11,180
)


(14,072
)


2,892



(21
)%Income before income taxes


16,381



8,163



8,218



101
%Provision for income taxes


1,049



1,183



(134
)


(11
)%Net income

$
15,332


$
6,980


$
8,352



120
%As a percent of net revenueCost of revenue


20
%


18
%Selling, general and administrative expense


30
%


34
%Marketing expense


27
%


26
%   Net
    Revenue
    Air.
     36




---



##### Table of Contents



Hotel.
      Vacation package.
      Advertising and media.
  Other.
   37




---



##### Table of Contents



Cost of
    Revenue
    Three Months EndedSeptember 30,


$


%2010


2009


Change


Change(in thousands)Cost of revenueCustomer service costs

$
13,593


$
12,917


$
676



5
%Credit card processing fees


11,594



10,115



1,479



15
%Other


13,528



10,721



2,807



26
%Total cost of revenue

$
38,715


$
33,753


$
4,962



15
%   charge-backs
  charge-backs
  Selling,
    General and Administrative
    Three Months EndedSeptember 30,


$


%2010


2009


Change


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

$
33,725


$
38,673


$
(4,948
)


(13
)%Contract labor (a)


4,968



5,128



(160
)


(3
)%Network communications, systems maintenance and equipment


6,083



6,390



(307
)


(5
)%Other


13,064



14,010



(946
)


(7
)%Total selling, general and administrative

$
57,840


$
64,201


$
(6,361
)


(10
)%   (a)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized.     38




---



##### Table of Contents



Marketing
    Depreciation
    and Amortization
    Net
    Interest Expense
    Provision
    for Income Taxes
   39




---



##### Table of Contents



Comparison
    of the nine months ended September 30, 2010 to the nine
    months ended September 30, 2009
  Nine Months EndedSeptember 30,


$


%2010


2009


Change


Change(in thousands)Net revenueAir

$
207,688


$
210,169


$
(2,481
)


(1
)%Hotel


152,110



137,936



14,174



10
%Vacation package


89,189



90,375



(1,186
)


(1
)%Advertising and media


36,827



42,825



(5,998
)


(14
)%Other


89,309



81,650



7,659



9
%Total net revenue


575,123



562,955



12,168



2
%Cost and expensesCost of revenue


114,314



103,208



11,106



11
%Selling, general and administrative


181,265



190,125



(8,860
)


(5
)%Marketing


165,522



165,917



(395
)


Depreciation and amortization


56,449



50,996



5,453



11
%Impairment of other assets


1,704







1,704



**Impairment of goodwill and intangible assets






331,527



(331,527
)


(100
)%Total operating expenses


519,254



841,773



(322,519
)


(38
)%Operating income (loss)


55,869



(278,818
)


334,687



**Other (expense) incomeNet interest expense


(33,434
)


(43,182
)


9,748



(23
)%Other income


18



2,112



(2,094
)


(99
)%Total other (expense)


(33,416
)


(41,070
)


7,654



(19
)%Income (loss) before income taxes


22,453



(319,888
)


342,341



**Provision (benefit) for income taxes


2,649



(988
)


3,637



**Net income (loss)

$
19,804


$
(318,900
)

$
338,704



**As a percent of net revenueCost of revenue


20
%


18
%Selling, general and administrative expense


32
%


34
%Marketing expense


29
%


29
%   **
    
    Not meaningful.  Net
    Revenue
    Air.
   40




---



##### Table of Contents



Hotel.
      Vacation package.
      Advertising and media.
  Other.
 41




---



##### Table of Contents



Cost of
    Revenue
  Nine Months EndedSeptember 30,


$


%2010


2009


Change


Change(in thousands)Cost of revenueCustomer service costs

$
42,469


$
38,696


$
3,773



10
%Credit card processing fees


34,237



30,441



3,796



12
%Other


37,608



34,071



3,537



10
%Total cost of revenue

$
114,314


$
103,208


$
11,106



11
%   charge-backs
   42




---



##### Table of Contents



Selling,
    General and Administrative
  Nine Months EndedSeptember 30,


$


%2010


2009


Change


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

$
110,832


$
119,091


$
(8,259
)


(7
)%Contract labor (a)


14,181



16,043



(1,862
)


(12
)%Network communications, systems maintenance and equipment


18,765



20,333



(1,568
)


(8
)%Other


37,487



34,658



2,829



8
%Total selling, general and administrative

$
181,265


$
190,125


$
(8,860
)


(5
)%   (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
   43




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##### Table of Contents



Impairment
    of Goodwill and Intangible Assets
      Net
    Interest Expense
    Other
    Income
    Provision
    (Benefit) for Income Taxes
      Related
    Party Transactions
    Seasonality
   44




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
             45




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##### Table of Contents



46




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##### Table of Contents



Cash
    Flows
    Nine Months EndedSeptember 30,2010


2009(in thousands)Beginning cash and cash equivalents

$
88,656


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


123,649



103,342Investing activities


(28,022
)


(31,444
)Financing activities


(44,098
)


16,178Effect of changes in exchange rates on cash and cash equivalents


(1,119
)


2,361Net increase in cash and cash equivalents


50,410



90,437Ending cash and cash equivalents

$
139,066


$
121,630   Operating
    Activities
      Investing
    Activities
    Financing
    Activities
   47




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##### Table of Contents



Financing
    Arrangements
             48




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##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
        Contractual
    Obligations
  Form 10-K,
  2010(remaining3 months)


2011


2012


2013


2014


Thereafter


Total(in thousands)Term Loan (a)

$



$
8,101


$



$



$
483,920


$



$
492,021Interest (b)


5,249



18,732



15,590



15,434



8,765







63,770Tax sharing liability (c)


4,827



24,544



16,870



17,574



18,145



117,917



199,877Telecommunications service agreement (d)






2,500



2,500















5,000Total contractual obligations

$
10,076


$
53,877


$
34,960


$
33,008


$
510,830


$
117,917


$
760,668   (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 September 30, 2010. As a
    result, the table above excludes prepayments that could be
    required from excess cash flow beyond the first quarter of 2011,
    and the timing of future payments shown in the table above could
    change.(b)
    
    Represents estimated interest payments on the variable portion
    of the Term Loan based on the one-month LIBOR as of
    September 30, 2010 and fixed interest payments under
    interest rate swaps.(c)
    
    We expect to make approximately $199.9 million of payments
    in connection with the tax sharing agreement with the Founding
    Airlines (see Note 7  Tax Sharing Liability of
    the Notes to Condensed Consolidated Financial Statements).(d)
    
    In January 2010, we entered into a three-year telecommunications
    service agreement, which requires a minimum annual commitment of
    $2.5 million. 49




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##### 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
   50




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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 Form 10-Q
  Litigation
    Relating to Hotel Occupancy Taxes
  St. Louis County, Missouri 
 51




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##### Table of Contents



Columbus, Georgia 
  City of Atlanta, Georgia 
  City of San Diego, California cross-complaint
  Hamilton County, Ohio 
  City of Anaheim, California 
  Leon County Department of Revenue
  County of Genesee, Michigan (purported class
    action) 
  Consumer
    Class Actions
  Peluso v. Orbitz.com, Orbitz, LLC (d/b/a Orbitz.com),
    Orbitz Worldwide, Inc., Orbitz Worldwide Development, LLC,
    Orbitz Worldwide International, Inc., Orbitz Worldwide, LLC, et
    al
  Litigation
    related to Intellectual Property
  DDR Holdings, LLC v. Hotels.com, L.P., et
    al.
 52




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##### Table of Contents



Item 1A.
    Risk
    Factors.  Form 10-K.
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Reserved.  Item 5.
    Other
    Information.    Item 6.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description10
.1

Eighth Amendment, dated as of August 23, 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

Ninth Amendment, dated as of September 28, 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 No. 2 to Employment Agreement, effective as of
    July 17, 2010, by and between Orbitz Worldwide, Inc. and
    Barnaby Harford.10
.4

Letter Agreement, effective as of August 2, 2010, between
    Orbitz Worldwide, Inc. and James P. Shaughnessy.10
.5

Orbitz Worldwide, Inc. Non-Employee Directors Deferred
    Compensation Plan (amended and restated effective
    January 1, 2011).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, INCDate: November 8, 2010

By:
     /s/  Barney
    HarfordBarney
    HarfordPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: November 8, 2010

By:
     /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer and Principal
    Accounting Officer)  54