##### Table of Contents





UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009oro

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

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

(I.R.S. Employer
    Identification No.)500 W. Madison StreetSuite 1000

60661Chicago, Illinois

(Zip Code)(Address of principal executive
    offices)  (312) 894-5000
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value

New York Stock Exchange   Securities
    registered pursuant to section 12(g) of the Act:
    None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o    Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY
    REFERENCE
  Form 10-K




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##### 





Table of
    Contents
   
 PagePART IItem 1.


Business


4Executive Officers of the Registrant


13Item 1A.


Risk Factors


14Item 1B.


Unresolved Staff Comments


26Item 2.


Properties


26Item 3.


Legal Proceedings


26Item 4.


Reserved


32PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


33Item 6.


Selected Financial Data


35Item 7.


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


37Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


65Item 8.


Financial Statements and Supplementary Data


67Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


120Item 9A.


Controls and Procedures


120Item 9B.


Other Information


120PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


120Item 11.


Executive Compensation


121Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


121Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


121Item 14.


Principal Accounting Fees and Services


121PART IVItem 15.


Exhibits, Financial Statement Schedules


122Signatures


128EX-10.20EX-10.27EX-10.31EX-10.43EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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




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PART I  Item 1.
    Business.  General
    Description of Our Business
  Form 10-K)
  History
    Form 10-K.
  business-to-consumer
  and/or
  Brand
    Portfolio
    Orbitz
  www.orbitz.com
 4




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##### Table of Contents



sm sm
  CheapTickets
  www.cheaptickets.com
  The Away
    Network
  www.away.com www.trip.com www.gorp.com www.gorptravel.com ( www.lodging.com Outside
  Orbitz
    for Business
  www.orbitzforbusiness.com
  ebookers
  www.ebookers.com
  HotelClub
  www.hotelclub.com www.accomline.com www.asiahotels.com www.ratestogo.com
 5




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Other
    Businesses
  Private
    Label and Hosting Businesses
      Partner
    Marketing
    Merchant
    and Retail Models
  Merchant
    Model
    pick-up,
   6




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Retail
    Model
  pick-up,
  Supplier
    Relationships and Global Distribution Systems
  Supplier
    Relationships
      Global
    Distribution Systems
     7




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Operations
    and Technology
  Systems
    Infrastructure and Web and Database Servers
  on-site
    Systems
    Platform
      Customer
    Support
    Fraud
    Prevention System
    Marketing
     8




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Intellectual
    Property
       9




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
    our supplier link technology;
    portions of ebookers booking, search and dynamic packaging
    technologies;
    certain of our products and online booking tools for corporate
    travel;
    portions of our private label dynamic packaging
    technology; and
    our extranet supplier connectivity functionality.      Information
    about Segments and Geographic Areas
    Industry
    Conditions
  General
       10




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Competition
    
    Among online travel companies, our major competitors primarily
    include expedia.com, hotels.com, hotwire.com and venere.com,
    which are owned by Expedia, Inc.; travelocity.com and
    lastminute.com, which are owned by Sabre Holdings Corporation;
    priceline.com, bookings.com and agoda.com, which are owned by
    priceline.com Incorporated; opodo.com, which is owned by
    Amadeus; rakuten.com, which is owned by Rakuten, Inc.; and
    wotif.com and asiawebdirect.com, which are owned by Wotif.com
    Holdings Limited.
    In the offline travel company category, our largest competitors
    include companies such as Liberty Travel, Inc., American Express
    Travel Related Services Company, Inc., Thomas Cook Group PLC and
    TUI Travel PLC.
    We compete with suppliers, such as airlines, hotel and rental
    car companies, many of which have their own branded websites and
    toll-free numbers through which they generate business.
    We compete with travel research companies such as TripAdvisor
    LLC and Travelzoo Inc., through which consumers can access
    content such as user-generated travel reviews. Travel research
    companies also send customers to the websites of suppliers and
    our direct competitors.
    We compete with search engines including Google, Bing, Yahoo!
    and AOL and meta-search companies such as Kayak. Search and
    meta-search websites are capable of sending customers to the
    websites of suppliers and our direct competitors.      Seasonality
   11




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Company
    Strategy
    Demand
    Supply
    Retailing
    Employees
    Company
    Website and Public Filings
  corp.orbitz.com. Form 10-K www.orbitz-ir.com www.sec.gov.
  www.orbitz-ir.com
 12




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Executive
    Officers of the Registrant  Barney Harford
  Marsha C. Williams
  Michael J. Nelson
  Frank A. Petito
  James P. Shaughnessy
 13




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Item 1A.
    Risk
    Factors.  Our
    results of operations and financial condition have been and may
    continue to be substantially and adversely impacted by the
    economic downturn and our level of indebtedness increases our
    sensitivity to this risk.
    and/or
  Our
    liquidity has been, and may continue to be, negatively
    impacted.
     14




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Our
    business and results of operations could be adversely affected
    if the financial condition of one or more of our major
    suppliers, including airlines and car rental companies,
    deteriorates or restructures its operations.
    The
    travel industry is highly competitive, and we may not be able to
    effectively compete in the future.
      Our
    revenue is derived from the travel industry and a prolonged
    substantial decrease in travel volume, particularly air travel,
    as well as other industry trends, have and continue to adversely
    affect our business, financial condition and results of
    operations.
    
    general economic conditions, particularly the current economic
    downturn which has caused a decline in travel volume;
    global security issues, political instability, acts or threats
    of terrorism, hostilities or war and other political issues that
    could adversely affect travel volume in our key regions;
    epidemics or pandemics;
    natural disasters, such as hurricanes and earthquakes; 15




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
    the financial condition of suppliers, including the airline and
    hotel industry, and the impact of their financial condition on
    the cost and availability of air travel and hotel rooms;
    changes to regulations governing the airline and travel industry;
    fuel prices;
    work stoppages or labor unrest at any of the major airlines or
    airports;
    increased airport security that could reduce the convenience of
    air travel;
    travelers perceptions of the occurrence of travel related
    accidents or the scope, severity and timing of the other factors
    described above; and
    changes in occupancy and room rates achieved by hotels.    We
    carry significant goodwill and indefinite-lived intangible
    assets on our consolidated balance sheets, and if a future
    impairment were to occur based on a decline in our stock price,
    projected results of operations, cash flows from operations or
    otherwise, we may be required to record a significant charge
    against earnings.
    We
    have a significant amount of indebtedness, which could limit the
    manner in which we operate our business.
    
    it may impair our ability to obtain additional financing for
    working capital, capital expenditures, acquisitions or general
    corporate purposes;
    it reduces the funds available to us for purposes such as
    potential acquisitions and capital expenditures because we are
    required to use a portion of our cash flows from operations to
    make debt service payments;
    it puts us at a competitive disadvantage because we have a
    higher level of indebtedness than some of our competitors and
    reduces our flexibility in planning for, or responding to,
    changing conditions in the economy or our industry, including
    increased competition; and 16




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
    it may make us more vulnerable to general economic downturns and
    adverse developments in our business.      
    incur additional indebtedness or enter into guarantees;
    enter into sale or leaseback transactions;
    make new investments, loans or acquisitions;
    grant or incur liens on our assets;
    sell our assets;
    engage in mergers, consolidations, liquidations or dissolutions;
    engage in transactions with affiliates; and
    make restricted payments.    We
    rely on Travelport to issue letters of credit on our behalf
    under its credit facility.
    Certain
    of our international subsidiaries have a history of significant
    operating losses, and our inability to improve their scale and
    profitability could adversely affect our business and results of
    operations.
   17




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Our
    international operations are subject to additional risks not
    encountered when doing business in the U.S., including foreign
    exchange risk, and our exposure to these risks will increase as
    we expand our international operations.
    
    difficulties in staffing and managing operations due to
    distance, time zones, language and cultural differences,
    including issues associated with establishing management
    infrastructure in various countries;
    differences and unexpected changes in regulatory requirements
    and exposure to local economic conditions;
    limits on our ability to enforce our intellectual property
    rights and increased risk of piracy;
    preference of local populations for local providers;
    restrictions on the repatriation of
    non-U.S. investments
    and earnings back to the U.S., including withholding taxes
    imposed by certain foreign jurisdictions;
    diminished ability to legally enforce our contractual
    rights; and
    currency exchange rate fluctuations.      Our
    ability to attract, train and retain executives and other
    qualified employees is critical to our results of operations and
    future growth.
    We
    rely on information technology to operate our businesses and
    maintain our competitiveness, and any failure to adapt to
    technological developments or industry trends could harm our
    business.
   18




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We are
    dependent upon third-party systems and service providers, and
    any disruption or adverse change in their businesses could have
    a material adverse effect on our business.
    
    conduct searches for airfares;
    process hotel room transactions;
    process credit card payments; and
    provide computer infrastructure critical to our business.        System
    interruptions and the lack of redundancy may cause us to lose
    customers or business opportunities.
   19




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
    natural disasters, war and acts of terrorism;
    power losses, computer systems failure, Internet and
    telecommunications or data network failures, operator error,
    losses and corruption of data, and similar events;
    computer viruses, penetration by individuals seeking to disrupt
    operations or misappropriate information and other physical or
    electronic breaches of security; and
    the failure of third-party systems or services that we rely upon
    to maintain our own operations.    We
    depend on our supplier and partner relationships and adverse
    changes in these relationships or our inability to enter into
    new relationships could negatively affect our access to travel
    offerings and reduce our revenue.
         20




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Our
    business and financial performance could be negatively impacted
    by adverse tax events.
  and/or
      and/or
  Our
    businesses are highly regulated, and any failure to comply with
    such regulations or any changes in such regulations could
    adversely affect us.
     21




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Our
    processing, storage, use and disclosure of personal data could
    give rise to liabilities as a result of governmental regulation,
    conflicting legal requirements, differing views of personal
    privacy rights or security breaches.
      We are
    exposed to risks associated with online commerce security and
    credit card fraud.
        We are
    involved in various legal proceedings and may experience
    unfavorable outcomes, which could harm us.
   22




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We may
    not protect our intellectual property effectively, which would
    allow competitors to duplicate our products and services. This
    could make it more difficult for us to compete with
    them.
      Travelports
    controlling holders control us and may have strategic interests
    that differ from ours or our other shareholders.
  and/or
   23




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Actual
    or potential conflicts of interest may develop between our
    management and directors as well as the management and directors
    of Travelport.
        We are
    dependent on Travelport for our GDS services.
     24




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We
    have granted Travelport perpetual licenses to use certain of our
    intellectual property, which could facilitate Travelports
    ability to compete with us.
    
    our supplier link technology;
    portions of ebookers booking, search and dynamic packaging
    technologies;
    certain of our products and online booking tools for corporate
    travel;
    portions of our private label dynamic packaging
    technology; and
    our extranet supplier connectivity functionality.      Our
    certificate of incorporation limits our ability to engage in
    many transactions without the consent of
    Travelport.
    
    any consolidation or merger of us or any of our subsidiaries
    with any person, other than a subsidiary;
    any sale, lease, exchange or other disposition or any
    acquisition or investment, other than certain permitted
    investments, by us, other than transactions between us and our
    subsidiaries, or any series of related dispositions or
    acquisitions, except for those for which we give Travelport at
    least 15 days prior written notice and which involve
    consideration not in excess of $15 million in fair market
    value, except (1) any disposition of cash equivalents or
    investment grade securities or obsolete or worn out equipment
    and (2) the lease, assignment or sublease of any real or
    personal property, in each case, in the ordinary course of
    business;
    any change in our authorized capital stock or our creation of
    any class or series of capital stock; 25




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
    the issuance or sale by us or one of our subsidiaries of any
    equity securities or equity derivative securities or the
    adoption of any equity incentive plan, except for (1) the
    issuance of equity securities by us or one of our subsidiaries
    to Travelport or to another restricted subsidiary of Travelport
    and (2) the issuance by us of equity securities under our
    equity incentive plans in an amount not to exceed
    $15 million per year in fair market value annually;
    the amendment of various provisions of our certificate of
    incorporation and bylaws;
    the declaration of dividends on any class of our capital stock;
    the authorization of any series of preferred stock;
    the creation, incurrence, assumption or guaranty by us or any of
    our subsidiaries of any indebtedness for borrowed money, except
    for (1) up to $675 million of indebtedness at any one
    time outstanding under our credit agreement and (2) up to
    $25 million of other indebtedness so long as we give
    Travelport at least 15 days prior written notice of the
    incurrence thereof;
    the creation, existence or effectiveness of any consensual
    encumbrance or consensual restriction by us or any of our
    subsidiaries on (1) payment of dividends or other
    distributions, (2) payment of indebtedness, (3) the
    making of loans or advances and (4) the sale, lease or
    transfer of any properties or assets, in each case, to
    Travelport or any of its restricted subsidiaries;
    any change in the number of directors on our board of directors,
    the establishment of any committee of the board, the
    determination of the members of the board or any committee of
    the board, and the filling of newly created memberships and
    vacancies on the board or any committee of the board; and
    any transactions with affiliates of Travelport involving
    aggregate payments or consideration in excess of
    $10 million, except (1) transactions between or among
    Travelport or any of its restricted subsidiaries, including us;
    (2) the payment of reasonable and customary fees paid to,
    and indemnities provided for the benefit of, officers,
    directors, employees or consultants of Travelport, any of its
    direct or indirect parent companies or any of its restricted
    subsidiaries, including us; (3) any agreement as in effect
    on the date of the consummation of this offering; and
    (4) investments by The Blackstone Group and certain of its
    affiliates in our or our subsidiaries securities so long
    as (i) the investment is being offered generally to other
    investors on the same or more favorable terms and (ii) the
    investment constitutes less than 5% of the proposed or
    outstanding issue amount of such class of securities.    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.   26




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Consumer
    Class Actions
  In re Orbitz Taxes and Fees Litigation.
  Ronald Bush, et al. v. CheapTickets, Inc., et
    al. and/or In re Orbitz Taxes and Fees Litigation
  Litigation
    Relating to Hotel Occupancy Taxes
   27




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City or County Filing

Date LitigationLitigation

Instituted

Court Where Litigation is PendingCity of Los Angeles, California*

December 30, 2004

Superior Court for the State of California, County of Los AngelesCity of Findlay, Ohio

October 25, 2005

United States District Court for the Northern District of OhioCity of Chicago, Illinois

November 1, 2005

Circuit Court of Cook County, IllinoisCity of Rome, Georgia*

November 18, 2005

United States District Court for the Northern District of GeorgiaCity of San Diego, California

February 9, 2006

Superior Court for the State of California, County of Los AngelesCase was coordinated with the City of Los Angeles case (above)
    on July 12, 2006Orange County, Florida

March 13, 2006

Ninth Judicial Circuit in and for Orange County, FloridaCity of Atlanta, Georgia

March 29, 2006

Supreme Court of GeorgiaCity of Charleston, South Carolina

April 26, 2006

United States District Court for the District of South CarolinaCity of San Antonio, Texas**

May 8, 2006

United States District Court for the Western District of TexasTown of Mt. Pleasant, South Carolina

May 23, 2006

United States District Court for the District of South CarolinaCase was coordinated with the City of Charleston case (above) on
    April 26, 2007Columbus, Georgia

June 7, 2006

Superior Court of Muscogee County, GeorgiaLake County Convention and Visitor Bureau and Marshall County,
    Indiana*

June 12, 2006

United States District Court for the Northern District of IndianaCities of Columbus and Dayton, Ohio

August 8, 2006

United States District Court for the Northern District of OhioCase was consolidated with the City of Findlay case (above) on
    November 6, 2007City of North Myrtle Beach, South Carolina

August 28, 2006

United States District Court for the District of South CarolinaCounty of Nassau, New York*

October 24, 2006

United States District Court for the Eastern District of New
    York 28




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City or County Filing

Date LitigationLitigation

Instituted

Court Where Litigation is PendingWake County, North Carolina

November 3, 2006

General Court of Justice, Superior Court Division, Wake County,
    North CarolinaCity of Branson, Missouri

December 18, 2006

Circuit Court of Greene County, MissouriDare County, North Carolina

January 26, 2007

General Court of Justice, Superior Court Division, Dare County,
    North CarolinaCase was coordinated with the Wake County case (above) on April
    4, 2007Buncombe County, North Carolina

February 1, 2007

General Court of Justice, Superior Court Division, Buncombe
    County, North Carolina Case was coordinated with the Wake County
    case (above) on April 4, 2007Horry County, South Carolina

February 2, 2007

Court of Common Pleas, Horry County, South CarolinaCity of Myrtle Beach, South Carolina

February 2, 2007

Court of Common Pleas, Horry County, South CarolinaCity of Gallup, New Mexico**

July 6, 2007

United States District Court for the District of New MexicoMecklenburg County, North Carolina

January 10, 2008

General Court of Justice, Superior Court Division, Mecklenburg
    County, North CarolinaCase was coordinated with the Wake County case (above) on
    February 19, 2008City of Goodlettsville, Tennessee*

June 2, 2008

United States District Court for the Middle District of TennesseeTownship of Lyndhurst, New Jersey*

June 18, 2008

United States Court of Appeals for the Third CircuitCity of Jacksonville, Florida*

July 1, 2008

Fourth Judicial Circuit for Duval County, FloridaCity of Baltimore, Maryland

December 10, 2008

United States District Court for the District of MarylandWorcester County, Maryland

January 6, 2009

United States District Court for the District of MarylandMonroe County, Florida*

January 12, 2009

United States District Court for the Southern District of FloridaCity of Bowling Green, Kentucky

March 10, 2009

Warren County Circuit Court, KentuckyCounty of Genesee, Michigan*

April 16, 2009

Circuit Court for the County of Ingham, MichiganSt. Louis County, Missouri

July 6, 2009

Circuit Court for the County of St. Louis, MissouriVillage of Rosemont, Illinois

July 24, 2009

Circuit Court of Cook County, IllinoisPalm Beach, Florida

July 30, 2009

Circuit Court of the Fifteenth Judicial Circuit in and for Palm
    Beach County, FloridaBrevard County, Florida

October 2, 2009

United States District Court for the Middle District of Florida 29




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City or County Filing

Date LitigationLitigation

Instituted

Court Where Litigation is PendingLeon County, Florida

November 5, 2009

Circuit Court of the Second Judicial Circuit in and for Leon
    County, FloridaLeon County, Florida

December 14, 2009

Circuit Court of the Second Judicial Circuit in and for Leon
    County, FloridaCounty of Lawrence, Pennsylvania*

November 20, 2009

Court of Common Pleas of Lawrence County, PennsylvaniaBirmingham, Alabama

December 11, 2009

Circuit Court of Jefferson County, Alabama   *
    
    Indicates purported class action filed on behalf of named City
    or County and other (unnamed) cities, counties, governments or
    other taxing authorities with similar tax ordinances.**
    
    Indicates court certified class action on behalf of named City
    or County and other (unnamed) cities, counties, governments or
    other taxing authorities with similar tax ordinances.                City of
    San Antonio, Texas v. Hotels.com, L.P., et. al.
 30




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and/or
               31




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Litigation
    related to Intellectual Property
  DDR Holdings, LLC v. Hotels.com, L.P., et
    al. patents-in-suit. patents-in-suit.
    Item 4.
    Reserved. 32




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    2009


2008High


Low


High


LowFourth Quarter

$
8.11


$
4.66


$
6.05


$
2.00Third Quarter

$
6.76


$
1.74


$
7.63


$
3.49Second Quarter

$
2.75


$
1.25


$
8.99


$
4.92First Quarter

$
4.39


$
1.10


$
8.66


$
4.51   Holders
    Dividends
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to be


Weighted Average


Equity Compensation PlansIssued Upon Exercise of


Exercise Price of


(Excluding SecuritiesPlan Category

Outstanding Options


Outstanding Options


Reflected in First Column)Equity compensation plans approved by security holders


4,236,083


$
9.46



3,222,601Equity compensation plans not approved by security holders










Total


4,236,083


$
9.46



3,222,601  33




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Performance
    Graph
  e-commerce
  COMPARISON
    OF 30 MONTH CUMULATIVE TOTAL RETURN Among
    Orbitz Worldwide, Inc., the S&P Midcap 400 Index 
    and the RDG Internet Composite Index
  
  34




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Issuer
    Purchases of Equity Securities
    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)October 1, 2009 to October 31, 2009














November 1, 2009 to November 30, 2009


324


$
6.08







December 1, 2009 to December 31, 2009














Total


324


$
6.08







   (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 fourth quarter of 2009, we did not have a publicly
    announced plan or program for the repurchase of our common stock.  Item 6.
    Selected
    Financial Data.  Form 10-K.
     35




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SELECTED
    FINANCIAL DATA
    (in millions, except share and per share data)
  Years Ended December 31,


Period from
    August 23,
    2006 to
    December 31,



Period from
    January 1,
    2006 to
    August 22,


Years Ended December 31,2009


2008


2007


2006



2006


2006(a)


2005Successor


Successor


Successor


Successor



Predecessor


Combined


PredecessorStatements of operations data:Net revenue

$
738


$
870


$
859


$
242



$
510


$
752


$
686Cost and expensesCost of revenue


138



163



157



38




75



113



101Selling, general and administrative


257



272



301



112




191



303



293Marketing


215



310



302



89




188



277



224Depreciation and amortization


69



66



57



18




37



55



78Impairment of goodwill and intangible assets


332



297












122



122



400Total operating expenses


1,011



1,108



817



257




613



870



1,096Operating (loss) income


(273
)


(238
)


42



(15
)



(103
)


(118
)


(410
)Other (expense) incomeNet interest expense


(57
)


(63
)


(83
)


(9
)



(18
)


(27
)


(22
)Gain on extinguishment of debt


2
























Other income, net



















1



1



2Total other (expense)


(55
)


(63
)


(83
)


(9
)



(17
)


(26
)


(20
)Loss before income taxes


(328
)


(301
)


(41
)


(24
)



(120
)


(144
)


(430
)Provision (benefit) for income taxes


9



(2
)


43



1




1



2



(42
)Net loss


(337
)


(299
)


(84
)


(25
)



(121
)


(146
)


(388
)Less: Net income attributable to noncontrolling interest










(1
)















Net loss attributable to Orbitz Worldwide, Inc.

$
(337
)

$
(299
)

$
(85
)

$
(25
)


$
(121
)

$
(146
)

$
(388
)Period fromJuly 18,Years Ended


2007 toDecember 31,


December 31,2009


2008


2007Net loss attributable to Orbitz Worldwide, Inc. common
    shareholders

$
(337
)

$
(299
)

$
(42
)Net loss per share attributable to Orbitz Worldwide, Inc.
    common shareholders  basic and diluted:Net loss per share attributable to Orbitz Worldwide, Inc. common
    shareholders

$
(4.01
)

$
(3.58
)

$
(0.51
)Weighted average shares outstanding


84,073,593



83,342,333



81,600,478Cash dividends declared per common share










  36




---



##### Table of Contents



As of December 31,2009


2008


2007


2006



2005Successor


Successor


Successor


Successor



PredecessorBalance sheet data:Cash and cash equivalents

$
89


$
31


$
25


$
18



$
28Working capital (deficit)(b)


(250
)


(258
)


(301
)


(283
)



(259
)Total assets


1,294



1,590



1,925



2,061




2,060Total long-term debt


598



608



594








Total shareholders equity/invested equity


130



438



738



1,267




1,424   (a)
    
    The combined results of the Successor and the Predecessor for
    the periods in 2006 are not necessarily comparable due to the
    change in basis of accounting resulting from the Blackstone
    Acquisition and the associated change in capital structure. The
    presentation of the results for the year ended December 31,
    2006 on this combined basis does not comply with generally
    accepted accounting principles in the U.S. (GAAP);
    however, we believe that this provides useful information to
    assess the relative performance of our businesses in the periods
    presented in the financial statements on an ongoing basis. The
    captions included within our consolidated statements of
    operations that are materially impacted by the change in basis
    of accounting primarily include net revenue, depreciation and
    amortization and impairment of goodwill and intangible assets.(b)
    
    Defined as current assets less current liabilities.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  EXECUTIVE
    OVERVIEW
  General
       37




---



##### Table of Contents



Industry
    Trends
             38




---



##### Table of Contents



RESULTS
    OF OPERATIONS
    Key
    Operating Metrics
     39




---



##### Table of Contents



Years Ended December 31,


$


%


Years Ended December 31,


$


%2009


2008


Change


Change(a)


2008


2007


Change


Change(a)(in millions)








(in millions)Gross bookings (b)DomesticAir

$
6,445


$
6,810


$
(365
)


(5
)%

$
6,810


$
7,111


$
(301
)


(4
)%Non-air


2,297



2,324



(27
)


(1
)%


2,324



2,282



42



2
%Total domestic gross bookings


8,742



9,134



(392
)


(4
)%


9,134



9,393



(259
)


(3
)%InternationalAir


904



1,073



(169
)


(16
)%


1,073



853



220



26
%Non-air


503



601



(98
)


(16
)%


601



545



56



10
%Total international gross bookings


1,407



1,674



(267
)


(16
)%


1,674



1,398



276



20
%Total gross bookings

$
10,149


$
10,808


$
(659
)


(6
)%

$
10,808


$
10,791


$
17



Net revenueDomesticAir

$
214


$
277


$
(63
)


(23
)%

$
277


$
305


$
(28
)


(9
)%Non-air


371



409



(38
)


(9
)%


409



374



35



9
%Total domestic net revenue


585



686



(101
)


(15
)%


686



679



7



1
%InternationalAir


56



62



(6
)


(10
)%


62



70



(8
)


(12
)%Non-air


97



122



(25
)


(20
)%


122



110



12



11
%Total international net revenue


153



184



(31
)


(17
)%


184



180



4



2
%Total net revenue (c)

$
738


$
870


$
(132
)


(15
)%

$
870


$
859


$
11



1
%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    Gross bookings data for the year ended December 31, 2007 in
    the table above excludes Travelbag, an offline U.K. travel
    subsidiary that we sold in July 2007.(c)
    
    For the years ended December 31, 2009, December 31,
    2008 and December 31, 2007, $117 million,
    $117 million and $116 million of our total net
    revenue, respectively, was attributed to incentive payments
    earned for air, car and hotel segments processed through global
    distribution systems.  Comparison
    of the year ended December 31, 2009 to the year ended
    December 31, 2008
  Gross
    Bookings
   40




---



##### Table of Contents



Net
    Revenue  See
    discussion of net revenue in the Results of Operations section
    below.
  Comparison
    of the year ended December 31, 2008 to the year ended
    December 31, 2007
  Gross
    Bookings
     41




---



##### Table of Contents



Net Revenue 
  Results
    of Operations
  Comparison
    of the year ended December 31, 2009 to the year ended
    December 31, 2008
  Years Ended December 31,


$


%2009


2008


Change


Change(a)(in millions)Net revenueAir

$
270


$
339


$
(69
)


(21
)%Hotel


184



239



(55
)


(23
)%Dynamic Packaging


117



114



3



3
%Advertising and media


60



60







Other


107



118



(11
)


(9
)%Total net revenue


738



870



(132
)


(15
)%Cost and expensesCost of revenue


138



163



(25
)


(15
)%Selling, general and administrative


257



272



(15
)


(5
)%Marketing


215



310



(95
)


(31
)%Depreciation and amortization


69



66



3



4
%Impairment of goodwill and intangible assets


332



297



35



12
%Total operating expenses


1,011



1,108



(97
)


(9
)%Operating (loss)


(273
)


(238
)


(35
)


14
%Other (expense) incomeNet interest expense


(57
)


(63
)


6



(8
)%Gain on extinguishment of debt


2







2



**Total other (expense)


(55
)


(63
)


8



(12
)%Loss before income taxes


(328
)


(301
)


(27
)


9
%Provision (benefit) for income taxes


9



(2
)


11



**Net loss attributable to Orbitz Worldwide, Inc.

$
(337
)

$
(299
)

$
(38
)


13
%As a percent of net revenue(a)Cost of revenue


19
%


19
%Selling, general and administrative expense


35
%


31
%Marketing expense


29
%


36
%   **
    
    Not meaningful.(a)
    
    Percentages are calculated on unrounded numbers. 42




---



##### Table of Contents



Net
    Revenue
    Air.
  sm
    Hotel.
      Dynamic packaging.
   43




---



##### Table of Contents



Advertising and media.
    Other.
      Cost of
    Revenue
    Years Ended December 31,


$


%2009


2008


Change


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

$
53


$
61


$
(8
)


(13
)%Credit card processing fees


40



42



(2
)


(7
)%Other


45



60



(15
)


(23
)%Total cost of revenue

$
138


$
163


$
(25
)


(15
)%   (a)
    
    Percentages are calculated on unrounded numbers.     44




---



##### Table of Contents



Selling,
    General and Administrative
    Years Ended December 31,


$


%2009


2008


Change


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

$
160


$
160


$




Contract labor(b)


21



34



(13
)


(38
)%Network communications, systems maintenance and equipment


27



33



(6
)


(20
)%Other


49



45



4



11
%Total selling, general, and administrative

$
257


$
272


$
(15
)


(5
)%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized.       45




---



##### Table of Contents



Marketing
      Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
       46




---



##### Table of Contents



Net
    Interest Expense
    Gain on
    Extinguishment of Debt
    Provision
    (Benefit) for Income Taxes
     47




---



##### Table of Contents



Comparison
    of the year ended December 31, 2008 to the year ended
    December 31, 2007
  Years Ended December 31,


$


%2008


2007


Change


Change(a)(in millions)Net revenueAir

$
339


$
375


$
(36
)


(10
)%Hotel


239



235



4



2
%Dynamic packaging


114



105



9



9
%Advertising and media


60



43



17



40
%Other


118



101



17



16
%Total net revenue


870



859



11



1
%Cost and expensesCost of revenue


163



157



6



4
%Selling, general and administrative


272



301



(29
)


(10
)%Marketing


310



302



8



3
%Depreciation and amortization


66



57



9



16
%Impairment of goodwill and intangible assets


297







297



**Total operating expenses


1,108



817



291



36
%Operating (loss) income


(238
)


42



(280
)


**Other (expense)Net interest expense


(63
)


(83
)


20



(25
)%Total other (expense)


(63
)


(83
)


20



(25
)%Loss before income taxes


(301
)


(41
)


(260
)


**(Benefit) provision for income taxes


(2
)


43



(45
)


**Net loss


(299
)


(84
)


(215
)


**Less: Net income attributable to noncontrolling interest






(1
)


1



**Net loss attributable to Orbitz Worldwide, Inc.

$
(299
)

$
(85
)

$
(214
)


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


19
%


18
%Selling, general and administrative expense


31
%


35
%Marketing expense


36
%


35
%    **
    
    Not meaningful.  (a)
    
    Percentages are calculated on unrounded numbers.  Net
    Revenue
  year-over-year
  Air.
 48




---



##### Table of Contents



Hotel. year-over-year
    Dynamic packaging.
    Advertising and media.
    Other. year-over-year
   49




---



##### Table of Contents



Cost of
    Revenue
  Years EndedDecember 31,


$


%2008


2007


Change


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

$
61


$
68


$
(7
)


(10
)%Credit card processing fees


42



41



1



3
%Other


60



48



12



25
%Total cost of revenue

$
163


$
157


$
6



4
%   (a)
    
    Percentages are calculated on unrounded numbers.        Selling,
    General and Administrative
  Years EndedDecember 31,


$


%2008


2007


Change


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

$
160


$
160







Contract labor(b)


34



38


$
(4
)


(10
)%Network communications, systems maintenance and equipment


33



36



(3
)


(8
)%Other


45



67



(22
)


(35
)%Total selling, general, and administrative

$
272


$
301


$
(29
)


(10
)%   (a)
    
    Percentages are calculated on unrounded numbers.(b)
    
    The amounts presented above for wages and benefits and contract
    labor are net of amounts capitalized. 50




---



##### Table of Contents



Marketing
    Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
   51




---



##### Table of Contents



Net
    Interest Expense
    (Benefit)
    Provision for Income Taxes
      Related
    Party Transactions
    Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
     52




---



##### Table of Contents



53




---



##### Table of Contents



and/or
           54




---



##### Table of Contents



Cash
    Flows
    Years Ended December 31,2009


2008


2007(in millions)Beginning cash and cash equivalents

$
31


$
25


$
18Cash provided by (used in):Operating activities


105



76



69Investing activities


(43
)


(58
)


(80
)Financing activities


(6
)


(8
)


13Effect of changes in exchange rates on cash and cash equivalents


2



(4
)


5Net increase in cash and cash equivalents


58



6



7Ending cash and cash equivalents

$
89


$
31


$
25   Comparison
    of the year ended December 31, 2009 to the year ended
    December 31, 2008
  Operating
    Activities
        Investing
    Activities
   55




---



##### Table of Contents



Financing
    Activities
    Comparison
    of the year ended December 31, 2008 to the year ended
    December 31, 2007
  Operating
    Activities
      Investing
    Activities
    Financing
    Activities
   56




---



##### Table of Contents



Financing
    Arrangements
              
    incur additional indebtedness or enter into guarantees;
    enter into sale or leaseback transactions;
    make investments, loans or acquisitions;
    grant or incur liens on our assets;
    sell our assets;
    engage in mergers, consolidations, liquidations or dissolutions;
    engage in transactions with affiliates; and
    make restricted payments. 57




---



##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
       58




---



##### Table of Contents



Contractual
    Obligations
    2010


2011


2012


2013


2014


Thereafter


Total(in millions)Term Loan(a)

$
21


$



$



$
3


$
553


$



$
577Revolver(a)














42











42Interest(b)


23



20



18



18



10







89Contract exit costs(c)


5



4



2



1



1







13Operating leases


7



5



4



4



4



24



48Travelport GDS contract(d)


42



20



20



20



20







122Tax sharing liability(e)


19



20



21



18



18



118



214Telecommunications service agreement


1























1Systems infrastructure agreements


3























3Software license agreement


9























9Total contractual obligations (f)

$
130


$
69


$
65


$
106


$
606


$
142


$
1,118   (a)
    
    In July 2007, concurrent with the IPO, we entered into the
    $685 million Credit Agreement consisting of the seven-year
    $600 million Term Loan and the six-year $85 million
    Revolver. The Term Loan and Revolver bear interest at variable
    rates, at our option, of LIBOR or an alternative base rate plus
    a margin. The amounts shown in the table above represent future
    payments under the Term Loan and Revolver (see
    Note 7  Term Loan and Revolving Credit Facility
    of the Notes to Consolidated Financial Statements). However, the
    timing of the future payments shown in the table above could
    change with respect to the Term Loan, as 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.
    Prepayments from excess cash flow are applied, in order of
    maturity, to the scheduled quarterly term loan principal
    payments. Based on our cash flow for the year ended
    December 31, 2009, we are required to make a prepayment on
    the Term Loan of $21 million in the first quarter of 2010.
    The potential amount of prepayments from excess cash flow that
    will be required beyond the first quarter of 2010 is not
    reasonably estimable as of December 31, 2009. As a result,
    the table above excludes prepayments that could be required from
    excess cash flow beyond the first quarter of 2010.In January 2010, we retired $50 million aggregate principal
    amount of term loans exchanged by PAR for shares of our common
    stock. As a result, the amount outstanding on the Term Loan was
    reduced to $527 million (see Note 23 
    Subsequent Events of the Notes to Consolidated Financial
    Statements).(b)
    
    Represents estimated interest payments on the variable portion
    of the Term Loan based on the one-month LIBOR as of
    December 31, 2009 and fixed interest payments under
    interest rate swaps.(c)
    
    Represents costs due to the early termination of an agreement.(d)
    
    In connection with the IPO, we entered into an agreement with
    Travelport to use GDS services provided by both Galileo and
    Worldspan (the Travelport GDS Service Agreement).
    The Travelport GDS Service Agreement is structured such that we
    earn incentive revenue for each segment that is processed
    through the Worldspan and Galileo GDSs (the Travelport
    GDSs). This agreement requires that we process a certain
    minimum number of segments for our domestic brands through the
    Travelport GDSs each year. Our domestic brands were required to
    process a total of 36 million segments during the year
    ended December 31, 2009, 16 million segments through
    Worldspan and 20 million segments through Galileo. The
    required number of segments processed annually for Worldspan is
    fixed at 16 million segments, while the required number of
    segments for Galileo is subject to adjustment based upon the
    actual segments processed by our domestic brands in the
    preceding year. We are required to process approximately
    18 million 59




---



##### Table of Contents



segments through Galileo during the year ending
    December 31, 2010. Our failure to process at least 95% of
    these segments through the Travelport GDSs would result in a
    shortfall payment of $1.25 per segment below the required
    minimum. Historically, we have met the minimum segment
    requirement for our domestic brands. The table above includes
    shortfall payments required by the agreement if we do not
    process any segments through Worldspan during the remainder of
    the contract term and shortfall payments required if we do not
    process any segments through Galileo during the year ending
    December 31, 2010. Because the required number of segments
    for Galileo adjusts based on the actual segments processed in
    the preceding year, we are unable to predict shortfall payments
    that may be required beyond 2010. However, we do not expect to
    make any shortfall payments for our domestic brands in the
    foreseeable future.The Travelport GDS Service Agreement also requires that ebookers
    use the Travelport GDSs exclusively in certain countries for
    segments processed through GDSs in Europe. Our failure to
    process at least 95% of these segments through the Travelport
    GDSs would result in a shortfall payment of $1.25 per segment
    for each segment processed through an alternative GDS provider.
    We failed to meet this minimum segment requirement during each
    of the years ended December 31, 2009 and December 31,
    2008, and as a result, we were required to make nominal
    shortfall payments to Travelport related to each of these years.
    Because the required number of segments to be processed through
    the Travelport GDSs is dependent on the actual segments
    processed by ebookers in certain countries in a given year, we
    are unable to predict shortfall payments that may be required
    for the years beyond 2009. As a result, the table above excludes
    any shortfall payments that may be required related to our
    ebookers brands for the years beyond 2009. If we meet the
    minimum number of segments, we are not required to make
    shortfall payments to Travelport (see Note 18 
    Related Party Transactions of the Notes to Consolidated
    Financial Statements).(e)
    
    We expect to make approximately $214 million of payments in
    connection with the tax sharing agreement with the Founding
    Airlines (see Note 9  Tax Sharing Liability of
    the Notes to Consolidated Financial Statements).(f)
    
    Excluded from the above table are $5 million of liabilities
    for uncertain tax positions for which the period of settlement
    is not currently determinable.  Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
    non-U.S. regulatory
  CRITICAL
    ACCOUNTING POLICIES
    
    the policy requires an accounting estimate to be made based on
    assumptions about matters that are highly uncertain at the time
    the estimate is made; and
    different estimates that reasonably could have been used or
    changes in the estimates that are reasonably likely to occur
    from period to period would have a material impact on our
    consolidated financial statements.   60




---



##### Table of Contents



Revenue
    Recognition
        pick-up,
      pick-up, pick-up
 61




---



##### Table of Contents



Impairment
    of Long-Lived Assets, Goodwill and Indefinite-Lived Intangible
    Assets
  Long-Lived
    Assets
    Goodwill
    and Other Intangibles
     62




---



##### Table of Contents



Accounting
    for Income Taxes
       63




---



##### Table of Contents



Accounting
    for Tax Sharing Liability
          Equity-Based
    Compensation
   64




---



##### Table of Contents



Internal
    Use Software
    Recently
    Issued Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Foreign
    Currency Risk
    Transaction
    Exposure
    Translation
    Exposure
   65




---



##### Table of Contents



Interest
    Rate Risk
    Sensitivity
    Analysis
   66




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f) Internal Control 
    Integrated Framework Form 10-K
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
     67




---



##### Table of Contents



Internal Control  Integrated Framework
  /s/ DELOITTE & TOUCHE LLP
    68




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS (in millions, except share and per share
    data)
   Years Ended December 31,2009


2008


2007Net revenue

$
738


$
870


$
859Cost and expensesCost of revenue


138



163



157Selling, general and administrative


257



272



301Marketing


215



310



302Depreciation and amortization


69



66



57Impairment of goodwill and intangible assets


332



297



Total operating expenses


1,011



1,108



817Operating (loss) income


(273
)


(238
)


42Other (expense) incomeNet interest expense


(57
)


(63
)


(83
)Gain on extinguishment of debt


2







Total other (expense)


(55
)


(63
)


(83
)Loss before income taxes


(328
)


(301
)


(41
)Provision (benefit) for income taxes


9



(2
)


43Net loss


(337
)


(299
)


(84
)Less: Net income attributable to noncontrolling interest










(1
)Net loss attributable to Orbitz Worldwide, Inc.

$
(337
)

$
(299
)

$
(85
)   Period fromJuly 18, 2007 toYears Ended December 31,


December 31,2009


2008


2007Net loss attributable to Orbitz Worldwide, Inc. common
    shareholders

$
(337
)

$
(299
)

$
(42
)Net loss per share attributable to Orbitz Worldwide, Inc.
    common shareholders  basic and diluted:Net loss per share attributable to Orbitz Worldwide, Inc. common
    shareholders

$
(4.01
)

$
(3.58
)

$
(0.51
)Weighted average shares outstanding


84,073,593



83,342,333



81,600,478    69




---



##### Table of Contents



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


December 31,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
89


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


55



58Prepaid expenses


17



17Deferred income taxes, current






6Due from Travelport, net


3



10Other current assets


5



6Total current assets


169



128Property and equipment, net


181



190Goodwill


713



949Trademarks and trade names


155



232Other intangible assets, net


19



34Deferred income taxes, non-current


10



9Other non-current assets


47



48Total Assets

$
1,294


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

$
30


$
37Accrued merchant payable


219



205Accrued expenses


113



106Deferred income


31



23Term loan, current


21



6Other current liabilities


5



9Total current liabilities


419



386Term loan, non-current


556



587Line of credit


42



21Tax sharing liability


109



109Unfavorable contracts


10



13Other non-current liabilities


28



36Total Liabilities


1,164



1,152Commitments and contingencies (see Note 11)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, 83,831,561 and 83,345,437 shares issued and
    outstanding, respectively


1



1Treasury stock, at cost, 24,521 and 18,055 shares held,
    respectively






Additional paid in capital


922



908Accumulated deficit


(787
)


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


(6
)


(21
)Total Shareholders Equity


130



438Total Liabilities and Shareholders Equity

$
1,294


$
1,590    70




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS (in millions)
  Years Ended December 31,2009


2008


2007Operating activities:Net loss

$
(337
)

$
(299
)

$
(84
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Gain on extinguishment of debt


(2
)






Depreciation and amortization


69



66



57Impairment of goodwill and intangible assets


332



297



Non-cash revenue


(3
)


(3
)


(7
)Non-cash net interest expense


15



18



15Deferred income taxes


7



(4
)


38Stock compensation


14



15



8Provision for bad debts


1







2Deconsolidation of noncontrolling interest










(7
)Changes in assets and liabilities:Accounts receivable


4







(2
)Deferred income


9







8Due to/from Travelport, net


6



(5
)


2Accrued merchant payable


4



3



34Accounts payable, accrued expenses and other current liabilities


(11
)


(3
)


4Other


(3
)


(9
)


1Net cash provided by operating activities


105



76



69Investing activities:Property and equipment additions


(43
)


(58
)


(53
)Proceeds from sale of business, net of cash assumed by buyer










(31
)Proceeds from asset sales










4Net cash (used in) investing activities


(43
)


(58
)


(80
)Financing activities:Proceeds from initial public offering, net of offering costs










477Proceeds from issuance of debt, net of issuance costs










595Repayment of note payable to Travelport










(860
)Dividend to Travelport










(109
)Capital contributions from Travelport










25Capital lease payments and principal payments on the term loan


(6
)


(7
)


(3
)Payments to extinguish debt


(8
)






Advances to Travelport










(113
)Payments to satisfy employee tax withholding obligations upon
    vesting of equity-based awards






(1
)


Payments on tax sharing liability


(11
)


(20
)


Proceeds from line of credit


100



69



152Payments on line of credit


(81
)


(49
)


(151
)Net cash (used in) provided by financing activities


(6
)


(8
)


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


2



(4
)


5Net increase in cash and cash equivalents


58



6



7Cash and cash equivalents at beginning of period


31



25



18Cash and cash equivalents at end of period

$
89


$
31


$
25Supplemental disclosure of cash flow information:Income tax payments (refunds), net

$
1


$
(2
)

$
11Cash interest payments, net of capitalized interest of almost
    nil, $1 and $3, respectively

$
42


$
47


$
74Non-cash investing activity:Capital expenditures incurred not yet paid





$
2


$
4Non-cash allocation of purchase price related to the Blackstone
    Acquisition









$
7Non-cash financing activity:Non-cash capital contributions and distributions to Travelport









$
(814
)    71




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE LOSS (in millions)
  Years Ended December 31,2009


2008


2007Net loss

$
(337
)

$
(299
)

$
(84
)Other comprehensive income (loss), net of income taxesCurrency translation adjustment


6



(7
)


(4
)Unrealized gains (losses) on floating to fixed interest rate
    swaps (net of tax benefit of $0, $0 and $2, respectively)


9



(8
)


(4
)Other comprehensive income (loss)


15



(15
)


(8
)Comprehensive (loss)


(322
)


(314
)


(92
)Less: Comprehensive income attributable to noncontrolling
    interest










(1
)Comprehensive (loss) attributable to Orbitz Worldwide,
    Inc.

$
(322
)

$
(314
)

$
(93
)    72




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF INVESTED
    EQUITY/SHAREHOLDERS EQUITY (in millions, except share
    data)
  Orbitz Worldwide, Inc. ShareholdersAccumulated Other Comprehensive Income (Loss)Cendant or














Net Unrealized (Losses) Gains  from





Total
InvestedTravelport








Additional





Interest


Foreign





Equity/Net


Common Stock


Paid in


Accumulated


Rate


Currency


Non-controlling


ShareholdersInvestment


Shares


Amount


Capital


Deficit


Swaps


Translation


Interest


EquityBalance at December 31, 2006

$
1,265






















$
2






$
1,267Capital distribution to Travelport and other, net


(854
)






























(854
)Sale of subsidiary to noncontrolling interest


13


























$
12



25Issuance of common stock to Travelport in connection with
    Reorganization


(381
)


48,912,526


$
1


$
380



















Issuance of common stock in connection with initial public
    offering, net of offering costs






34,000,000







477



















477Dividend paid to Travelport

















$
(109
)














(109
)Contributions from Travelport














30



















30Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting














7



















7Net loss from January 1, 2007 through July 17, 2007


(43
)






























(43
)Net (loss) income from July 18, 2007 through
    December 31, 2007


















(42
)










1



(41
)Restricted stock granted






61,795



























Common shares issued upon vesting of restricted stock units






142,440



























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






(2,266
)


























Restricted stock forfeited






(6,586
)


























Other comprehensive loss, net of tax benefit of $2





















$
(4
)


(4
)






(8
)Deconsolidation of noncontrolling interest






























(13
)


(13
)Balance at December 31, 2007






83,107,909



1



894



(151
)


(4
)


(2
)






738Net loss


















(299
)














(299
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting














14



















14Common shares issued upon vesting of restricted stock units






233,878



























Common shares issued upon lapse of restrictions on deferred
    stock units






12,853



























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






(2,617
)


























Restricted stock forfeited






(6,586
)


























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






















(8
)


(7
)






(15
)Balance at December 31, 2008






83,345,437


$
1


$
908


$
(450
)

$
(12
)

$
(9
)





$
438    73




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
    CONSOLIDATED STATEMENTS OF INVESTED EQUITY/SHAREHOLDERS
    EQUITY (Continued)
    (in millions, except share data)
  Orbitz Worldwide, Inc. ShareholdersAccumulated Other Comprehensive Income (Loss)Cendant or














Net Unrealized (Losses) Gains  from





Total
    InvestedTravelport








Additional





Interest


Foreign





Equity/Net


Common Stock


Paid in


Accumulated


Rate


Currency


Non-controlling


ShareholdersInvestment


Shares


Amount


Capital


Deficit


Swaps


Translation


Interest


EquityBalance at December 31, 2008






83,345,437


$
1


$
908


$
(450
)

$
(12
)

$
(9
)





$
438Net loss


















(337
)














(337
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting














14



















14Common shares issued upon vesting of restricted stock units






425,068



























Common shares issued upon exercise of stock options






67,522



























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






(4,453
)


























Restricted stock forfeited






(2,013
)


























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






















9



6







15Balance at December 31, 2009






83,831,561


$
1


$
922


$
(787
)

$
(3
)

$
(3
)





$
130    74




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation  Description
    of the Business
      business-to-consumer and/or
    Basis of
    Presentation
         75




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
      Foreign
    Currency Translation
    Revenue
    Recognition
   76




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      pick-up,
      pick-up, pick-up
     77




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Cost of
    Revenue
    Marketing
    Expense
  pay-per-click,
  Income
    Taxes
     78




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Derivative
    Financial Instruments
        marked-to-market
  Concentration
    of Credit Risk
   79




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and
    Cash Equivalents
    Allowance
    for Doubtful Accounts
    Property
    and Equipment, Net
    Asset Category

Estimated Useful LifeLeasehold improvements

Shorter of assets useful life or non-cancelable lease termCapitalized software

3 - 10 yearsFurniture, fixtures and equipment

3 - 7 years         Goodwill,
    Trademarks and Other Intangible Assets
   80




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Tax
    Sharing Liability
     81




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Equity-Based
    Compensation
    Recently
    Issued Accounting Pronouncements
       82




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            The FASB Accounting Standards
    Codificationtm
     83




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.
    Impairment
    of Goodwill and Intangible Assets    2009
           84




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008
           85




---



##### Table of Contents



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


December 31, 2008(in millions)Capitalized software

$
221


$
188Furniture, fixtures and equipment


69



60Leasehold improvements


13



13Construction in progress


14



15Gross property and equipment


317



276Less: accumulated depreciation and amortization


(136
)


(86
)Property and equipment, net

$
181


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


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

$
713


$
949Trademarks and trade names


155



232     Amount(in millions)Balance at December 31, 2007, net of accumulated impairment
    of $0

$
1,181Impairment (a)


(210
)Impact of foreign currency translation (b)


(22
)Balance at December 31, 2008, net of accumulated impairment
    of $210


949Impairment (a)


(250
)Impact of foreign currency translation (b)


14Balance at December 31, 2009, net of accumulated impairment
    of $460

$
713   (a)
    
    During the years ended December 31, 2009 and
    December 31, 2008, we recorded non-cash impairment charges
    related to goodwill and trademarks and trade names (see
    Note 3  Impairment of Goodwill and Intangible
    Assets).(b)
    
    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. 86




---



##### Table of Contents



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


December 31, 2008Gross





Net


Weighted


Gross





Net


WeightedCarrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Useful Life


Amount


Amortization


Amount


Useful Life(in millions)





(in years)





(in millions)





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

$
66


$
(50
)

$
16



4


$
68


$
(37
)

$
31



4Vendor relationships and other


5



(2
)


3



7



4



(1
)


3



7Total Finite-Lived Intangible Assets

$
71


$
(52
)

$
19



5


$
72


$
(38
)

$
34



5   (a)
    
    During the year ended December 31, 2008, we recorded a
    non-cash impairment charge of $13 million related to our
    customer relationships (see Note 3  Impairment
    of Goodwill and Intangible Assets).      Year

(in millions)2010

$
112011


32012


22013


22014


1Total

$
19   6.
    Accrued
    Expenses    December 31, 2009


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


$33



$13Advertising and marketing


18



29Tax sharing liability, current


17



15Rebates


6



6Customer service costs


6



5Contract exit costs (b)


5



4Technology costs


4



7Professional fees


4



4Unfavorable contracts, current


3



3Facilities costs


3



4Other


14



16Total accrued expenses


$113



$106   (a)
    
    At December 31, 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. 87




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (b)
    
    In connection with our early termination of an agreement during
    the year ended December 31, 2007, we are required to make
    termination payments totaling $18 million from
    January 1, 2008 to December 31, 2016, and we recorded
    a $13 million charge to selling, general and administrative
    expense in our consolidated statements of operations for the
    year ended December 31, 2007. We accreted interest expense
    of $1 million related to the termination liability during
    each of the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007. We also made
    the required termination payments of $4 million,
    $1 million and $0 during the years ended December 31,
    2009, December 31, 2008 and December 31, 2007,
    respectively. At December 31, 2009, the net present value
    of the remaining termination payments of $11 million was
    included in our consolidated balance sheets, $5 million of
    which was included in accrued expenses and $6 million of
    which was included in other non-current liabilities. At
    December 31, 2008, the net present value of the remaining
    termination payments of $14 million was included in our
    consolidated balance sheets, $4 million of which was
    included in accrued expenses and $10 million of which was
    included in other non-current liabilities.  7.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
      Amount(in millions)Balance at December 31, 2007

$
599Scheduled principal payments


(6
)Balance at December 31, 2008


593Scheduled principal payments


(6
)Repurchases (a)


(10
)Balance at December 31, 2009

$
577   (a)
    On June 2, 2009, we entered into an amendment (the
    Amendment) to our Credit Agreement, which permits us
    to purchase portions of the 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 88




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Revolver
        U.S.-dollar
 89




---



##### Table of Contents



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

(in millions)2010

$
212011


2012


2013


452014


553Total

$
619   8.
    Exchange
    Agreement and Stock Purchase Agreement   90




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Tax
    Sharing Liability        Amount(in millions)Balance at December 31, 2007

$
141Accretion of interest expense (a)


17Cash payments


(20
)Adjustment due to a reduction in our effective tax rate (b)


(14
)Balance at December 31, 2008


124Accretion of interest expense (a)


13Cash payments


(11
)Balance at December 31, 2009

$
126   (a)
    We accreted interest expense related to the tax sharing
    liability of $13 million, $17 million and
    $14 million for the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007, respectively. 91




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (b)
    This adjustment was recorded to appropriately reflect our
    liability under the tax sharing agreement following a reduction
    in our effective tax rate during the year ended
    December 31, 2008, which resulted from a change in state
    tax law as it relates to the apportionment of income. The
    reduction in our effective tax rate reduces the estimated
    remaining payments that may be due to the airlines under the tax
    sharing agreement. The adjustment to the tax sharing liability
    was recorded as a reduction to selling, general and
    administrative expense in our consolidated statements of
    operations, as this liability represents a commercial liability,
    not a tax liability. If our effective tax rate changes in the
    future, at either the federal or state level, we may be required
    to further adjust our liability under the tax sharing agreement.      Year

(in millions)2010

$
192011


202012


212013


182014


18Thereafter


118Total

$
214   10.
    Unfavorable
    Contracts   92




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          11.
    Commitments
    and Contingencies    2010


2011


2012


2013


2014


Thereafter


Total(in millions)Operating leases (a)

$
7


$
5


$
4


$
4


$
4


$
24


$
48Travelport GDS contract (b)


42



20



20



20



20







122Telecommunications service agreement


1























1Systems infrastructure agreements


3























3Software license agreement


9























9Total

$
62


$
25


$
24


$
24


$
24


$
24


$
183   (a)
    These operating leases are primarily for facilities and
    equipment and represent non-cancelable leases. Certain leases
    contain periodic rent escalation adjustments and renewal
    options. Our operating leases expire at various dates, with the
    latest maturing in 2023. For the years ended December 31,
    2009, December 31, 2008 and December 31, 2007, we
    recorded rent expense in the amount of $7 million,
    $6 million and $8 million, respectively. As a result
    of various subleasing arrangements that we have entered into, we
    are expecting approximately $4 million in sublease income
    through 2012.  (b)
    In connection with the IPO, we entered into an agreement with
    Travelport to use GDS services provided by both Galileo and
    Worldspan (the Travelport GDS Service Agreement).
    The Travelport GDS Service Agreement is structured such that we
    earn incentive revenue for each segment that is processed
    through the Worldspan and Galileo GDSs (the Travelport
    GDSs). This agreement requires that we process a certain
    minimum number of segments for our domestic brands through the
    Travelport GDSs each year. Our domestic brands were required to
    process a total of 36 million segments during the year
    ended December 31, 2009, 16 million segments through
    Worldspan and 20 million segments through Galileo. The
    required number of segments processed annually for 93




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Company
    Litigation
     94




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
      Surety
    Bonds and Bank Guarantees
   95




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financing
    Arrangements
  non-U.S. regulatory
  12.
    Income
    Taxes  non-U.S. operations
  Years Ended December 31,2009


2008


2007(in millions)U.S.

$
(275
)

$
(124
)

$
(6
)Non-U.S.


(53
)


(177
)


(35
)Loss before income taxes

$
(328
)

$
(301
)

$
(41
)     Years Ended December 31,2009


2008


2007(in millions)CurrentU.S. federal and state

$
1


$



$
Non-U.S.


1



2



52



2



5DeferredU.S. federal and state






1



6Non-U.S.


7



(5
)


327



(4
)


38Provision (benefit) for income taxes

$
9


$
(2
)

$
43      96




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Years Ended December 31,2009


2008


2007Federal statutory rate


35.0
%


35.0
%


35.0
%State and local income taxes, net of federal benefit


(0.2
)


0.1



(1.2
)Rate change impact on deferred income taxes










(2.4
)Taxes on
    non-U.S.
    operations at differing rates


(0.8
)


(1.3
)


(2.4
)Change in valuation allowance


(10.5
)


(9.0
)


(110.6
)Goodwill impairment


(26.6
)


(24.8
)


Foreign deemed dividends










(12.5
)Non deductible public offering costs










(2.0
)Reserve for uncertain tax positions


(0.1
)


0.1



(5.1
)Other


0.4



0.6



(1.5
)Effective income tax rate


(2.8
)%


0.7
%


(102.7
)%  97




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##### Table of Contents



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


2008(in millions)Current deferred income tax assets (liabilities):Accrued liabilities and deferred income

$
5


$
12Provision for bad debts






1Prepaid expenses


(2
)


(2
)Tax sharing liability


6



6Change in reserve accounts


2



2Other






3Valuation allowance


(11
)


(16
)Current net deferred income tax assets

$



$
6Non-current deferred income tax assets (liabilities):U.S. net operating loss carryforwards

$
47


$
45Non-U.S. net
    operating loss carryforwards


95



97Accrued liabilities and deferred income


6



6Depreciation and amortization


116



107Tax sharing liability


39



39Change in reserve accounts


4



5Other


22



13Valuation allowance


(319
)


(304
)Non-current net deferred income tax assets

$
10


$
8     December 31,2009


2008(in millions)Current net deferred income tax assets:Deferred income tax asset, current

$



$
6Current net deferred income tax assets

$



$
6Non-current net deferred income tax assets (liabilities):Deferred income tax asset, non-current

$
10


$
9Deferred income tax liability, non-current(a)






(1
)Non-current net deferred income tax assets

$
10


$
8   (a)
    The non-current portion of the deferred income tax liability at
    December 31, 2008 of $1 million is included in other
    non-current liabilities in our consolidated balance sheet.   98




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    non-U.S. jurisdictions,
  non-U.S. net non-U.S. deferred non-U.S. deferred
        Amount(in millions)Balance as of January 1, 2007

$
2Increase in unrecognized tax benefits as a result of tax
    positions taken during the current year


2Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(1
)Settlements


(1
)Balance as of December 31, 2007


2Increase in unrecognized tax benefits as a result of tax
    positions taken during the prior year


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


(1
)Impact of foreign currency translation


(1
)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 December 31, 2009

$
5  99




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          non-U.S. returns.
    
    taxes attributable to certain restructuring transactions
    undertaken in contemplation of the IPO;
    certain taxes imposed as a result of prior membership in a
    consolidated group, including (i) the consolidated group
    for U.S. federal income tax purposes of which the Company
    was the common parent and (ii) the consolidated group of
    which Cendant Corporation was the common parent; and
    any tax-related liabilities under the agreement by which
    Travelport (which, at the time, included the Company) was
    acquired from Cendant Corporation.  13.
    Equity-Based
    Compensation    Orbitz
    Worldwide, Inc. 2007 Equity and Incentive Plan
   100




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##### Table of Contents



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


AggregateWeighted Average


Remaining


IntrinsicExercise Price


Contractual Term


Value(a)Shares


(per share)


(in years)


(in millions)Outstanding at July 18, 2007










Granted


2,732,950


$
14.96



9.6Forfeited


(172,274
)

$
15.00



9.6Outstanding at December 31, 2007


2,560,676


$
14.96



9.6



Granted


2,130,059


$
6.26



6.5Forfeited


(473,930
)

$
12.19



7.9Outstanding at December 31, 2008


4,216,805


$
10.88



7.6



Granted


1,000,000


$
4.15



6.0Exercised


(67,522
)

$
6.25



5.5Forfeited


(913,200
)

$
10.42



6.5Outstanding at December 31, 2009


4,236,083


$
9.46



6.5


$
5Exercisable at December 31, 2009


1,556,949


$
12.81



7.0



   (a)
    Intrinsic value for stock options is defined as the difference
    between the current market value and the exercise price. The
    aggregate intrinsic value for stock options exercisable at
    December 31, 2009 was almost nil. The aggregate intrinsic
    value for stock options outstanding at December 31, 2009,
    December 31, 2008 and December 31, 2007 was
    $5 million, almost nil and $0, respectively.     101




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##### Table of Contents



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


Period fromDecember 31,


July 18, 2007 toAssumptions:

2009


2008


December 31, 2007Dividend yield










Expected volatility


49
%


41
%


38
%Expected life (in years)


4.58



4.76



6.16Risk-free interest rate


1.47
%


3.62
%


4.86
%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted


Fair ValueStock Units


(per share)Unvested at July 18, 2007






Granted


2,687,836


$
13.16Vested (a)


(181,003
)

$
11.73Forfeited


(210,482
)

$
13.08Unvested at December 31, 2007


2,296,351


$
13.28Granted


1,492,703


$
6.12Vested (a)


(296,366
)

$
11.61Forfeited


(768,332
)

$
12.26Unvested at December 31, 2008


2,724,356


$
9.83Granted


4,011,642


$
1.92Vested (a)


(587,829
)

$
8.91Forfeited


(497,419
)

$
9.79Unvested at December 31, 2009


5,650,750


$
4.31   (a)
    We issued 425,068 shares, 233,878 shares and
    142,440 shares of common stock in connection with the
    vesting of restricted stock units during the years ended
    December 31, 2009 and December 31, 2008 and the period
    from July 18, 2007 to December 31, 2007, respectively,
    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.   102




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock
    Weighted AverageGrant DateRestricted


Fair ValueStock


(per share)Unvested at July 18, 2007






Granted


61,795


$
8.45Vested (a)


(13,130
)

$
8.45Forfeited (b)


(6,586
)

$
8.45Unvested at December 31, 2007


42,079


$
8.45Granted






Vested (a)


(16,832
)

$
8.45Forfeited (b)


(6,586
)

$
8.45Unvested at December 31, 2008


18,661


$
8.45Granted






Vested (a)


(14,453
)

$
8.45Forfeited (b)


(2,013
)

$
8.45Unvested at December 31, 2009


2,195


$
8.45   (a)
    Includes 4,453 shares, 2,617 shares and
    2,266 shares of common stock transferred to us in
    satisfaction of minimum tax withholding obligations associated
    with the vesting of restricted stock during the years ended
    December 31, 2009 and December 31, 2008 and the period
    from July 18, 2007 to December 31, 2007, respectively.
    These shares are held by us in treasury.  (b)
    These shares are held by us in treasury.      Performance-Based
    Restricted Stock Units
   103




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2 3
    Weighted AveragePerformance-Based


Grant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2007






Granted (a)


249,108


$
6.28Unvested at December 31, 2008


249,108


$
6.28Forfeited


(21,429
)

$
6.28Unvested at December 31, 2009 (b)


227,679


$
6.28   (a)
    Represents the target number of shares underlying the PSUs that
    were granted to certain executive officers.  (b)
    As of December 31, 2009, the Company expects that none of
    the PSUs will vest.  Non-Employee
    Directors Deferred Compensation Plan
     104




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageGrant DateDeferred


Fair ValueStock Units


(per share)Outstanding at July 18, 2007






Granted


62,316


$
12.90Outstanding at December 31, 2007


62,316


$
12.90Granted


203,353


$
5.58Common stock issued (a)


(12,853
)

$
11.94Outstanding at December 31, 2008


252,816


$
7.06Granted


439,250


$
2.45Outstanding at December 31, 2009


692,066


$
4.13   (a)
    
    A non-employee director terminated service from our board of
    directors during the year ended December 31, 2008. As a
    result, the non-employee director was entitled to receive one
    share of our common stock for each deferred stock unit held by
    him, or 12,853 shares of our common stock.  Travelport
    Equity-Based Long-Term Incentive Program
  Class A-2
  Class A-2
  Class A-2
  105




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##### Table of Contents



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


Expected volatility


45
%Expected life (in years)


6.2Risk-free interest rate


4.64
%     Restricted EquityUnits


Partnership InterestClass A-2


Class B


Class C


Class DWeighted





Weighted





Weighted





WeightedAverage





Average





Average





AverageNumber


Grant Date


Number


Grant Date


Number


Grant Date


Number


Grant Dateof


Fair Value


of


Fair Value


of


Fair Value


of


Fair ValueShares


(per share)


Shares


(per share)


Shares


(per share)


Shares


(per share)Balance at December 31, 2006


5,367,234


$
1.00



1,103,501


$
0.49



1,103,501


$
0.43



1,103,501


$
0.38Granted


230,881


$
1.84



99,863


$
0.67



99,863


$
0.65



99,863


$
0.56Balance immediately prior to conversion date


5,598,115


$
1.03



1,203,364


$
0.50



1,203,364


$
0.45



1,203,364


$
0.39     Compensation
    Expense
      14.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
    Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$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  106




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##### Table of Contents



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

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100 million

July 25, 2007

December 31, 2008


5.21
%

Three-month LIBOR$200 million

July 25, 2007

December 31, 2009


5.21
%

Three-month LIBOR       Fair Value Measurements as ofBalance Sheet Location

December 31, 2009


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

Other current liabilities

$
2


$
8Interest rate swaps

Other non-current liabilities


4



7     Gain (Loss)(Loss) Reclassified

Recognized in IncomeFrom Accumulated

(Ineffective PortionGain (Loss) in Other

OCI into

and the AmountComprehensive Income

Interest Expense

Excluded from(OCI)(a)

(Effective Portion)

Effectiveness Testing)Years Ended

Years Ended

Years EndedDecember 31,

December 31,

December 31,2009

2008

2007

2009

2008

2007

2009

2008

2007(in millions)Interest rate swaps

$
9


$
(8
)

$
(4
)

$
(14
)

$
(6
)

$



$



$



$
   (a)
    
    The gain (loss) recorded in OCI is net of a tax benefit of $0,
    $0 and $2 million for the years ended December 31,
    2009, December 31, 2008 and December 31, 2007,
    respectively.    Foreign
    Currency Hedges
   107




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31, 2009


As of December 31, 2008Balance Sheet

Fair Value


Balance Sheet

Fair ValueLocation

Measurements


Location

Measurements(in millions)




(in millions)Liability Derivatives:Foreign currency hedges

Other current liabilities

$
1


Other current liabilities

$
1     (Loss) Gain in Selling, General &Administrative ExpenseYears Ended December 31,2009

2008

2007(in millions)Foreign currency hedges (a)

$
(7
)

$
14


$
(2
)   (a)
    
    We recorded transaction gains (losses) associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $3 million and $(19) million in the years ended
    December 31, 2009 and December 31, 2008, respectively,
    and a net transaction gain of almost nil in the year ended
    December 31, 2007. Transaction gains (losses) are included
    in selling, general and administrative expense in our
    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
    $(4) million, $(5) million, and $(2) million in
    the years ended December 31, 2009, December 31, 2008
    and December 31, 2007, respectively.  15.
    Severance       108




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Employee
    Benefit Plans        17.
    Net Loss
    per Share    Period fromYears Ended December 31,


July 18, 2007 to2009


2008


December 31, 2007(in millions, except share and per share data)Net loss attributable to Orbitz Worldwide, Inc.
    common shareholders

$
(337
)

$
(299
)

$
(42
)Net loss per share attributable to Orbitz Worldwide, Inc.
    common shareholders:Weighted average shares outstanding for basic and diluted net
    loss per share attributable to Orbitz Worldwide, Inc. common
    shareholders (a)


84,073,593



83,342,333



81,600,478Basic and Diluted (b)

$
(4.01
)

$
(3.58
)

$
(0.51
)   (a)
    
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted net loss per
    share for the years ended December 31, 2009 and
    December 31, 2008 and the period from July 18, 2007 to
    December 31, 2007 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.(b)
    
    Net loss per share may not recalculate due to rounding.    As of December 31,Antidilutive equity awards

2009


2008


2007Stock options


4,236,083



4,216,805



2,560,676Restricted stock units


5,650,750



2,724,356



2,296,351Restricted stock


2,195



18,661



42,079Performance-based restricted stock units


227,679



249,108



Total


10,116,707



7,208,930



4,899,106  109




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    December 31, 2009


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

$
3


$
10       Years Ended December 31,2009


2008


2007(in millions)Net revenue (a)

$
122


$
149


$
126Cost of revenue


1







Selling, general and administrative expense






3



11Interest expense


4



3



48   (a)
    These amounts include net revenue related to our GDS services
    agreement and bookings sourced through Donvand Limited and
    OctopusTravel Group Limited (doing business as Gullivers Travel
    Associates, GTA) for the periods presented.    Stock
    Purchase Agreement
    Net
    Operating Losses
    Capital
    Contributions
   110




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Corporate
    Related Functions
    Intercompany
    Notes Payable
    Separation
    Agreement
      Transition
    Services Agreement
   111




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Master
    License Agreement
      Equipment,
    Services and Use Agreements
        GDS
    Service Agreements
       112




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Hotel
    Sourcing and Franchise Agreement
  agreed-upon agreed-upon
    Corporate
    Travel Agreement
    Agreements
    Involving Tecnovate
   113




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  three-year
  Financial
    Advisory Services Agreement
    Related
    Party Transactions with Affiliates of Blackstone and
    TCV
      December 31, 2009


December 31, 2008(in millions)Accounts payable

$
5


$
5Accrued expenses


2



1Accrued merchant payable


6



     Years Ended December 31,2009


2008


2007(in millions)Net revenue

$
17


$
14


$
12Cost of revenue(b)


26



30



Selling, general and administrative expense(c)


3



5



1Marketing expense










1   (b)
    
    These amounts shown represent call center and telesales costs
    incurred under our outsourcing agreements with Intelenet.(c)
    
    Of the amounts shown for the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007,
    $3 million, $5 million and $0, respectively, represent
    costs incurred under our outsourcing agreements with Intelenet
    for back office administrative, information technology and
    financial services. 114




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Fair
    Value Measurements      Fair Value Measurements as ofDecember 31, 2009


December 31, 2008Quoted


Significant








Quoted


Significantprices in


other


Significant





prices in


other


SignificantBalance at


active


observable


unobservable


Balance at


active


observable


unobservableDecember 31,


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 14 
    Derivative Financial Instruments)

$
1


$
1


$



$



$
1


$
1


$



$
Interest rate swap liabilities (see Note 14 
    Derivative Financial Instruments)

$
6


$



$
6


$



$
15


$



$
15


$
        115




---



##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements UsingSignificantQuoted


other


Significantprices in


observable


unobservableBalance at


active 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
      20.
    Segment
    Information      Years Ended December 31,2009


2008


2007(in millions)Net revenueUnited States

$
585


$
686


$
679All other countries


153



184



180Total

$
738


$
870


$
859     116




---



##### Table of Contents



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


December 31, 2008


December 31, 2007(in millions)Long-lived assetsUnited States

$
168


$
181


$
174All other countries


13



9



10Total

$
181


$
190


$
184   21.
    Quarterly
    Financial Data (Unaudited)    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2009


2009


2009


2009(a)(in millions, except per share data)Net revenue

$
175


$
187


$
188


$
188Cost and expenses


169



165



166



511Operating income (loss)


6



22



22



(323
)Net (loss) income attributable to Orbitz Worldwide, Inc.


(18
)


7



10



(336
)Basic and diluted net (loss) income per share attributable to
    Orbitz Worldwide, Inc. common shareholders


(0.21
)


0.08



0.12



(4.02
)   Three Months EndedDecember 31,


September 30,


June 30,


March 31,2008


2008(a)


2008


2008(in millions, except per share data)Net revenue

$
180


$
240


$
231


$
219Cost and expenses


156



516



216



220Operating income (loss)


24



(276
)


15



(1
)Net income (loss) attributable to Orbitz Worldwide, Inc.


8



(287
)


(5
)


(15
)Basic and diluted net income (loss) per share attributable to
    Orbitz Worldwide, Inc. common shareholders


0.10



(3.44
)


(0.06
)


(0.18
)   (a)
    During the three months ended March 31, 2009 and
    September 30, 2008, we recorded non-cash impairment charges
    related to goodwill and intangible assets in the amount of
    $332 million and $297 million, respectively (see
    Note 3  Impairment of Goodwill and Intangible
    Assets).  22.
    Global
    Access Agreement Amendment   117




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Subsequent
    Events       118




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##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts  Balance at


Charged toBeginning of


Costs and


Charged to





Balance atPeriod


Expenses


Other Accounts


Deductions


End of Period(In millions)Tax Valuation AllowanceYear Ended December 31, 2009

$
320


$
35


$
(20
)(a)

$
(5
)(c)

$
330Year Ended December 31, 2008


330



27



(37
)(a)






320Year Ended December 31, 2007


415



46



(117
)(b)


(14
)(d)


330   (a)
    
    Represents foreign currency translation adjustments to the
    valuation allowance. In addition, the 2009 amount also includes
    a reclassification adjustment between our gross deferred tax
    assets and the corresponding valuation allowance.(b)
    
    Represents adjustments made to reflect the decreases in the
    valuation allowance related to the tax sharing agreement with
    the Founding Airlines.(c)
    
    Represents the surrender of $17 million of net operating
    losses generated in 2007 to Donvand Limited, a subsidiary of
    Travelport, as permitted under the U.K. group relief provisions.
    A full valuation allowance had previously been established for
    these net operating losses. As a result, upon surrender, we
    reduced our gross deferred tax assets and the corresponding
    valuation allowance by $5 million.(d)
    
    Represents the expiration of a U.S. federal income tax capital
    loss carryforward. 119




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    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)
  Managements
    Report on Internal Control over Financial Reporting
      Item 9B.
    Other
    Information.    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Regulation S-K Regulation S-K
  Regulation S-K Regulation S-K
  Code of
    Business Conduct
   120




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##### Table of Contents



www.orbitz-ir.com.
  Item 11.
    Executive
    Compensation.  Regulation S-K
  Regulation S-K
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Regulation S-K Regulation S-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Regulation S-K
  Regulation S-K
  Item 14.
    Principal
    Accounting Fees and Services.   121




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##### 



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  (a)(1)
    Financial Statements: The following financial statements are
    included in Item 8 herein:   
 Consolidated Statements of Operations for the
    years ended December 31, 2009, December 31, 2008 and
    December 31, 2007


69Consolidated Balance Sheets at December 31,
    2009 and December 31, 2008


70Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, December 31, 2008 and
    December 31, 2007


71Consolidated Statements of Comprehensive Loss for
    the years ended December 31, 2009, December 31, 2008
    and December 31, 2007


72Consolidated Statements of Invested
    Equity/Shareholders Equity for the years ended
    December 31, 2009, December 31, 2008 and
    December 31, 2007


73Notes to Consolidated Financial Statements


75    (a)(2)
    Financial Statement Schedules: The following financial statement
    schedule is included in Item 8 herein:   Schedule II. Valuation and Qualifying
    Accounts


119      122




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1

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

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

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

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.1 to Amendment No. 6 to the Orbitz
    Worldwide, Inc. Registration Statement on
    Form S-1
    (Reg.
    No. 333-142797)
    filed on July 18, 2007).10
.1

Form of Second Amended and Restated Airline Charter Associate
    Agreement between Orbitz, LLC and the Founding Airlines
    (incorporated by reference to Exhibit 10.1 to Amendment
    No. 5 to the Orbitz, Inc. Registration Statement on
    Form S-1
    (Registration
    No. 333-88646)
    filed on November 25, 2003).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. (incorporated by
    reference to Exhibit 10.2 to the Orbitz Worldwide, Inc.
    Quarterly Report on
    Form 10-Q
    for the Quarterly Period ended September 30, 2009).10
.3

Form of Supplier Link Agreement between Orbitz Worldwide, Inc.
    and certain airlines (incorporated by reference to
    Exhibit 10.7 to Amendment No. 2 to the Orbitz
    Worldwide, Inc. Registration Statement on
    Form S-1
    (Registration
    No. 333-142797)
    filed on June 13, 2007).10
.4

Amendment to the Orbitz Supplier Link Agreement, dated as of
    July 7, 2009, between Orbitz, LLC and United Air Lines,
    Inc. (incorporated by reference to Exhibit 10.3 to the
    Orbitz Worldwide, Inc. Quarterly Report on
    Form 10-Q
    for the Quarterly Period ended September 30, 2009).10
.5

Tax Agreement, dated as of November 25, 2003, between
    Orbitz, Inc. and American Airlines, Inc., Continental Airlines,
    Inc., Omicron Reservations Management, Inc., Northwest Airlines,
    Inc. and UAL Loyalty Services, Inc. (incorporated by reference
    to Exhibit 10.36 to Amendment No. 5 to the Orbitz,
    Inc. Registration Statement on
    Form S-1
    (Registration
    No. 333-88646)
    filed on November 25, 2003).10
.6

Global Agreement, dated as of January 1, 2004, between
    ebookers Limited and Amadeus Global Travel Distribution, S.A.
    (incorporated by reference to Exhibit 10.17 to Amendment
    No. 5 to the Orbitz Worldwide, Inc. Registration Statement
    on
    Form S-1
    (Registration
    No. 333-142797)
    filed on July 13, 2007).10
.7

Amendment to Global Agreement, dated as of July 30, 2004,
    between ebookers Limited and Amadeus Global Travel Distribution,
    S.A. (incorporated by reference to Exhibit 10.18 to
    Amendment No. 3 to the Orbitz Worldwide, Inc. Registration
    Statement on
    Form S-1
    (Registration
    No. 333-142797)
    filed on June 29, 2007).10
.8

Complementary and Amendment Agreement to Global Agreement,
    effective as of September 1, 2006, between ebookers Limited
    and Amadeus Global Travel Distribution, S.A. (incorporated by
    reference to Exhibit 10.19 to Amendment No. 5 to the
    Orbitz Worldwide, Inc. Registration Statement on
    Form S-1
    (Registration
    No. 333-142797)
    filed on July 13, 2007).10
.9

Amendment, effective October 1, 2007, between Amadeus IT
    Group, S.A. and ebookers Limited (incorporated by reference to
    Exhibit 10.2 to the Orbitz Worldwide, Inc.
    Form 10-Q
    for the Quarterly Period Ended March 31, 2008).10
.10

Amendment, effective February 1, 2008, between Amadeus IT
    Group, S.A. and ebookers Limited (incorporated by reference to
    Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Form 10-Q
    for the Quarterly Period Ended September 30, 2008). 123




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##### Table of Contents



Exhibit No.

Description10
.11

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 the
    Orbitz Worldwide, Inc. Current Report on
    Form 8-K
    filed on July 30, 2009).10
.12

Credit Agreement, dated as of July 25, 2007, among Orbitz
    Worldwide, Inc., UBS AG, Stamford Branch, as administrative
    agent, collateral agent and an L/C issuer, UBS Loan Finance LLC,
    as swing line lender, Credit Suisse Securities (USA) LLC, as
    syndication agent, and Lehman Brothers Inc., as documentation
    agent, and the other Lenders party thereto (incorporated by
    reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on July 27, 2007).10
.13

Amendment No. 1, dated as of June 2, 2009, by and
    among Orbitz Worldwide, Inc., the lenders party thereto, and UBS
    AG, Stamford Branch, as administrative agent (incorporated by
    reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 4, 2009).10
.14

Separation Agreement, dated as of July 25, 2007, by and
    between Travelport Limited and Orbitz Worldwide, Inc.
    (incorporated by reference to Exhibit 10.2 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on July 27, 2007).10
.15

First Amendment to Separation Agreement, dated as of May 5,
    2008, between Travelport Limited and Orbitz Worldwide, Inc.
    (incorporated by reference to Exhibit 10.1 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on May 6, 2008).10
.16

Second Amendment to Separation Agreement, dated as of
    January 23, 2009, between Travelport Limited and Orbitz
    Worldwide, Inc. (incorporated by reference to Exhibit 10.12
    to the Orbitz Worldwide, Inc. Annual Report on
    Form 10-K
    for the Fiscal Year ended December 31, 2008).10
.17

Tax Sharing Agreement, dated as of July 25, 2007, by and
    between Travelport Inc. and Orbitz Worldwide, Inc. (incorporated
    by reference to Exhibit 10.4 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on July 27, 2007).10
.18

Master License Agreement, dated as of July 23, 2007, by and
    among Galileo International Technology, LLC, Galileo
    International, LLC, Orbitz, LLC, ebookers Limited, Donvand
    Limited, Travelport for Business, Inc., Orbitz Development, LLC
    and Neat Group Corporation (incorporated by reference to
    Exhibit 10.5 to the Orbitz Worldwide, Inc. Current Report
    on
    Form 8-K/A
    filed on February 27, 2008).10
.19

Master Supply and Services Agreement, dated as of July 23,
    2007, by and among Orbitz Worldwide, LLC, Octopus Travel Group
    Limited and Donvand Limited (incorporated by reference to
    Exhibit 10.6 to the Orbitz Worldwide, Inc. Current Report
    on
    Form 8-K/A
    filed on February 27, 2008).10
.20

Amendment No. 1, dated as of December 31, 2009, to
    Master Supply and Services Agreement, dated as of July 23,
    2007, among Orbitz Worldwide, LLC, Octopus Travel Group Limited
    and Donvand Limited.10
.21

Software License Agreement, dated as of July 23, 2007, by
    and between Orbitz Worldwide, LLC and ITA Software, Inc.
    (incorporated by reference to Exhibit 10.8 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K/A
    filed on February 27, 2008).10
.22

Subscriber Services Agreement, dated as of July 23, 2007,
    by and among Orbitz Worldwide, Inc., Galileo International,
    L.L.C. and Galileo Nederland B.V. (incorporated by reference to
    Exhibit 10.7 to the Orbitz Worldwide, Inc. Current Report
    on
    Form 8-K/A
    filed on February 27, 2008).10
.23

First Amendment, dated as of February 9, 2008, to
    Subscriber Services Agreement, dated as of July 23, 2007,
    between Galileo International, L.L.C., Galileo Nederland B.V.
    and Orbitz Worldwide, LLC (incorporated by reference to
    Exhibit 10.3 to the Orbitz Worldwide, Inc.
    Form 10-Q
    for the Quarterly Period ended March 31, 2008).10
.24

Second Amendment, dated as of April 4, 2008, to Subscriber
    Services Agreement, dated as of July 23, 2007, between
    Galileo International, L.L.C., Galileo Nederland B.V. and Orbitz
    Worldwide, LLC (incorporated by reference to Exhibit 10.3
    to the Orbitz Worldwide, Inc.
    Form 10-Q
    for the Quarterly Period ended June 30, 2008). 124




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##### Table of Contents



Exhibit No.

Description10
.25

Third Amendment, dated as of January 23, 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
    (incorporated by reference to Exhibit 10.24 to the Orbitz
    Worldwide, Inc. Annual Report on
    Form 10-K
    for the Fiscal Year ended December 31, 2008).10
.26

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 (incorporated
    by reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Quarterly Report on
    Form 10-Q
    for the Quarterly Period ended September 30, 2009).10
.27

Fifth Amendment, dated as of November 5, 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
.28

Master Services Agreement, effective as of August 8, 2007,
    between Pegasus Solutions, Inc. and Orbitz Worldwide, LLC
    (incorporated by reference to Exhibit 10.1 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on September 27, 2007).10
.29

Amendment, effective as of January 16, 2008, between
    Pegasus Solutions, Inc. and Orbitz Worldwide, LLC (incorporated
    by reference to Exhibit 10.16 to the Orbitz Worldwide, Inc.
    Annual Report on
    Form 10-K
    for the Fiscal Year ended December 31, 2007).10
.30

Exchange Agreement, dated as of November 4, 2009, between
    Orbitz Worldwide, Inc. and PAR Investment Partners, L.P.
    (incorporated by reference to Exhibit 10.1 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on November 10, 2009).10
.31

Amendment No. 1, dated as of January 15, 2010, to
    Exchange Agreement, by and among Orbitz Worldwide, Inc. and PAR
    Investment Partners, L.P.10
.32

Stock Purchase Agreement, dated as of November 4, 2009,
    between Orbitz Worldwide, Inc. and Travelport Limited
    (incorporated by reference to Exhibit 10.2 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on November 10, 2009).10
.33

Shareholders Agreement, dated as of November 4, 2009,
    among Orbitz Worldwide, Inc, PAR Investment Partners, L.P. and
    Travelport Limited (incorporated by reference to
    Exhibit 10.3 to the Orbitz Worldwide, Inc. Current Report
    on
    Form 8-K
    filed on November 10, 2009).10
.34

Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as
    amended and restated, effective June 2, 2009 (incorporated
    by reference to Exhibit 10.3 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 4, 2009).10
.35*

Employment Agreement (including Form of Option Award Agreement),
    dated as of January 6, 2009, by and between Orbitz
    Worldwide, Inc. and Barnaby Harford (incorporated by reference
    to Exhibit 10.2 to Orbitz Worldwide, Inc. Current Report on
    Form 8-K
    filed on January 12, 2009).10
.36*

Amendment to Employment Agreement, effective as of July 17,
    2009, by and between Orbitz Worldwide, Inc. and Barnaby Harford
    (incorporated by reference to Exhibit 10.4 to the Orbitz
    Worldwide, Inc. Quarterly Report on
    Form 10-Q
    for the Quarterly Period ended September 30, 2009).10
.37*

Amended and Restated Employment Agreement, dated as of
    December 5, 2008, between Orbitz Worldwide, Inc. and Marsha
    Williams (incorporated by reference to Exhibit 10.29 to the
    Orbitz Worldwide, Inc. Annual Report on
    Form 10-K
    for the Fiscal Year ended December 31, 2008).10
.38*

Separation Agreement, dated as of January 6, 2009, by and
    between Orbitz Worldwide, Inc. and Steven D. Barnhart
    (incorporated by reference to Exhibit 10.1 to Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on January 12, 2009).10
.39*

Letter Agreement, effective as of August 13, 2007, between
    Orbitz Worldwide, Inc. and Mike Nelson (incorporated by
    reference to Exhibit 10.10 to the Orbitz Worldwide, Inc.
    Quarterly Report on
    10-Q for the
    Quarterly Period ended September 30, 2007). 125




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##### Table of Contents



Exhibit No.

Description10
.40*

Letter Agreement, effective as of August 14, 2007, between
    Orbitz Worldwide, Inc. and James P. Shaughnessy (incorporated by
    reference to Exhibit 10.32 to the Orbitz Worldwide, Inc.
    Annual Report on
    Form 10-K
    for the Fiscal Year ended December 31, 2008).10
.41*

Letter Agreement, dated March 3, 2009, between Orbitz
    Worldwide, Inc. and James P. Shaughnessy (incorporated by
    reference to Exhibit 10.33 to the Orbitz Worldwide, Inc.
    Annual Report on
    Form 10-K
    for the Fiscal Year ended December 31, 2008).10
.42*

Letter Agreement, dated July 31, 2009, between Orbitz
    Worldwide, Inc. and James P. Shaughnessy (incorporated by
    reference to Exhibit 10.5 to the Orbitz Worldwide, Inc.
    Quarterly Report on
    Form 10-Q
    for the Quarterly Period ended September 30, 2009).10
.43*

Letter Agreement, effective as of August 13, 2007, between
    Orbitz Worldwide, Inc. and Frank Petito.10
.44*

Form of Option Award Agreement (incorporated by reference to
    Exhibit 10.38 to Amendment No. 6 to the Orbitz
    Worldwide, Inc. Registration Statement on
    Form S-1
    (Registration
    No. 333-142797)
    filed on July 18, 2007).10
.45*

Form of RSU Award Agreement (incorporated by reference to
    Exhibit 10.38 to Amendment No. 6 to the Orbitz
    Worldwide, Inc. Registration Statement on
    Form S-1
    (Registration
    No. 333-142797)
    filed on July 18, 2007).10
.46*

Form of Restricted Stock Award Agreement for Converted
    Travelport Equity Awards (incorporated by reference to
    Exhibit 10.13 to the Orbitz Worldwide, Inc. Quarterly
    Report on
    10-Q for the
    Quarterly Period ended September 30, 2007).10
.47*

Form of Restricted Stock Unit Award Agreement for Converted
    Travelport Equity Awards (incorporated by reference to
    Exhibit 10.14 to the Orbitz Worldwide, Inc. Quarterly
    Report on
    10-Q for the
    Quarterly Period ended September 30, 2007).10
.48*

Form of Restricted Stock Unit Award Agreement for Senior
    Management (incorporated by reference to Exhibit 10.2 to
    the Orbitz Worldwide, Inc. Current Report on
    Form 8-K
    filed on December 18, 2007).10
.49*

Form of Option Award Agreement for Converted Travelport Equity
    Awards (incorporated by reference to Exhibit 10.15 to the
    Orbitz Worldwide, Inc. Quarterly Report on
    10-Q for the
    Quarterly Period ended September 30, 2007).10
.50*

Form of Stock Option Award Agreement (Executive
    Officers)  2008 Equity Grants (incorporated by
    reference to Exhibit 10.1 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 25, 2008).10
.51*

Form of Restricted Stock Unit Award Agreement (Executive
    Officers)  2008 Equity Grants (incorporated by
    reference to Exhibit 10.2 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 25, 2008).10
.52*

Form of Performance-Based Restricted Stock Unit Award Agreement
    (incorporated by reference to Exhibit 10.3 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on June 25, 2008).10
.53*

Form of CEO Restricted Stock Unit Award Agreement (incorporated
    by reference to Exhibit 10.6 to the Orbitz Worldwide, Inc.
    Quarterly Report on
    Form 10-Q
    for the Quarterly Period ended September 30, 2009).10
.54*

Amended and Restated Orbitz Worldwide, Inc. Performance-Based
    Annual Incentive Plan, effective June 2, 2009 (incorporated
    by reference to Exhibit 10.2 to the Orbitz Worldwide, Inc.
    Current Report on
    Form 8-K
    filed on June 4, 2009).10
.55*

Orbitz Worldwide, Inc. Non-Employee Directors Deferred
    Compensation Plan (incorporated by reference to
    Exhibit 10.16 to the Orbitz Worldwide, Inc. Quarterly
    Report on
    10-Q for the
    Quarterly Period ended September 30, 2007).10
.56*

Form of Indemnity Agreement for Directors and Officers
    (incorporated by reference to Exhibit 10.1 to the Orbitz
    Worldwide, Inc. Current Report on
    Form 8-K
    filed on December 18, 2007).21
.1

List of Subsidiaries.23
.1

Consent of Deloitte & Touche LLP, independent
    registered public accounting firm. 126




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##### Table of Contents



Exhibit No.

Description31
.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.   *
    
    Indicates a management contract or compensatory plan or
    arrangement. 127




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INCDate: March 3, 2010

By: /s/  Barney
    HarfordBarney
    HarfordPresident and Chief Executive Officer     Date: March 3, 2010

By: /s/  Barney
    HarfordBarney
    HarfordPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: March 3, 2010

By: /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: March 3, 2010

By: /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting
    (Principal Accounting Officer)Date: March 3, 2010

By: /s/  Jeff
    ClarkeJeff
    ClarkeChairman of the Board of DirectorsDate: March 3, 2010

By: /s/  William
    C. CobbWilliam
    C. CobbDirector 128




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##### Table of Contents



Date: March 3, 2010

By: /s/  Richard
    P. FoxRichard
    P. FoxDirectorDate: March 3, 2010

By: /s/  Jill
    A. GreenthalJill
    A. GreenthalDirectorDate: March 3, 2010

By: /s/  William
    J.G. GriffithWilliam
    J.G. GriffithDirectorDate: March 3, 2010

By: /s/  Paul
    C. Schorr IVPaul
    C. Schorr IVDirectorDate: March 3, 2010

By: /s/  Jaynie
    Miller StudenmundJaynie
    Miller StudenmundDirector  129