Orbitz Worldwide DEF 14A Definitive proxy

Orbitz Worldwide DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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þ Definitive Proxy Statement

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¨ Soliciting Material Pursuant to §240.14a-12

ORBITZ WORLDWIDE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

April 27, 2012

Dear Shareholders:

You are cordially invited to attend the 2012 Annual Meeting of Shareholders of Orbitz Worldwide, Inc., which will be held on Tuesday, June 12, 2012, at 10:00 a.m., local time, at the offices of Drinker Biddle & Reath LLP, 191 N. Wacker Dr., Ste. 3700, Chicago, Illinois.

Details of the business to be conducted at the Annual Meeting can be found in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares are represented and voted at the Annual Meeting. You are encouraged to vote as soon as possible. Please refer to the proxy card or Notice of Internet Availability of Proxy Materials for more information about how to vote your shares at the Annual Meeting.

Sincerely,

LOGO

Jeff Clarke

Chairman of the Board

ORBITZ WORLDWIDE, INC.

500 W. Madison Street

Suite 1000

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 12, 2012

To the Shareholders of Orbitz Worldwide, Inc.:

The Annual Meeting of Shareholders of Orbitz Worldwide, Inc. (the “Annual Meeting”) will be held on Tuesday, June 12, 2012, at 10:00 a.m., local time, at the offices of Drinker Biddle & Reath LLP, 191 N. Wacker Dr., Ste. 3700, Chicago, Illinois, for the following purposes:

To elect three directors to our Board of Directors to serve for terms of three years;

To approve certain amendments to the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan to (i) increase the number of shares reserved for issuance by 3,000,000 shares, (ii) increase the number of available performance goals to include room nights and (iii) delete a liberal share recycling provision;

To approve the amendment and restatement of the Orbitz Worldwide, Inc. Performance-Based Annual Incentive Plan;

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2012; and

To transact such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 16, 2012 are entitled to notice of, and to vote at, the Annual Meeting.

Whether or not you expect to attend the Annual Meeting, we encourage you to vote your shares as soon as possible. If you have requested and/or received a paper copy of the proxy materials by mail, you may sign, date and mail the included proxy card in the envelope provided. If your shares are registered in the name of a broker, bank, broker-dealer or similar organization, you may also be able to vote your shares electronically over the internet or by telephone. It is important that your shares be represented at the Annual Meeting, whether your holdings are large or small. If for any reason you wish to revoke your proxy, you may do so at any time before it is voted at the Annual Meeting.

By Order of the Board of Directors

LOGO

Alice L. Geene

Secretary

April 27, 2012

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be Held on June 12, 2012

Our Proxy Statement and 2011 Annual Report are available on our Investor Relations

website(http://www.orbitz-ir.com).

You may also request hard copies of these documents free of charge by writing to:

Investor Relations, Orbitz Worldwide, Inc., 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661

ORBITZ WORLDWIDE, INC.

500 W. Madison Street

Suite 1000

Chicago, Illinois 60661

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 12, 2012

GENERAL INSTRUCTIONS

We have prepared this Proxy Statement in connection with the solicitation by the Board of Directors (the “board”) of proxies for the Annual Meeting of Shareholders of Orbitz Worldwide, Inc. (the “Company”) to be held on Tuesday, June 12, 2012, at 10:00 a.m., local time, at the offices of Drinker Biddle & Reath LLP, 191 N. Wacker Dr., Ste. 3700, Chicago, Illinois, for the purpose of considering and acting upon the matters specified in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.

This Proxy Statement is being mailed or otherwise furnished to our shareholders on or about April 27, 2012. In accordance with the rules adopted by the Securities and Exchange Commission (the “SEC”), we have sent a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders that hold their shares through brokers, banks, broker-dealers or similar organizations. The Notice contains instructions on how shareholders can access our proxy materials through the internet and how shareholders can request electronic or paper copies if desired. If your shares are held by a broker, bank, broker-dealer or similar organization in its name for your benefit (in “street name”), the Notice will be forwarded to you by the broker, bank, broker-dealer or similar organization. As the beneficial owner, you have the right to direct the broker, bank, broker-dealer or similar organization holding the shares on how to vote the shares. If you are a beneficial owner, you may vote the shares electronically over the internet or by telephone by following the instructions in the Notice or by mail by requesting a paper proxy card to complete.

Shareholders whose shares are registered directly in their names with our transfer agent are considered shareholders of record and will receive proxy materials and a proxy card directly from our transfer agent in the mail. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the Annual Meeting of Shareholders (the “Annual Meeting”). If you are a shareholder of record, please complete, sign, date and return the enclosed proxy card and mail it promptly in the enclosed postage-paid return envelope, even if you plan to attend the Annual Meeting.

The costs of the solicitation of proxies, including the cost of preparing and mailing the Notice of Internet Availability of Proxy Materials, the Notice of Annual Meeting of Shareholders and this Proxy Statement, will be paid by us. Solicitation will be primarily through the use of the mail and the internet, but our officers, directors and regular employees may solicit proxies personally or by telephone without additional remuneration for such activity. We may reimburse brokers, banks, broker-dealers and other similar organizations holding shares in their names for the benefit of beneficial owners for the cost of forwarding proxy materials to, and obtaining proxies from, those beneficial owners.

You may revoke your proxy prior to its exercise by executing and delivering a later dated proxy or written notice of the revocation of the proxy to our corporate secretary prior to the Annual Meeting or by attending and voting in person at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy. Unless you revoke your proxy before the Annual Meeting, the shares represented by all properly executed proxies received in time for the Annual Meeting will be voted in accordance with the shareholder’s directions. If you are a beneficial owner, you must contact the organization that holds the shares on your behalf to change your vote.

Shares Outstanding and Voting Rights

As of April 16, 2012, 103,981,044 shares of our common stock, par value $0.01 per share (“common stock”), were outstanding. Our common stock constitutes our only outstanding class of voting securities. Only shareholders of record as of the close of business on April 16, 2012 (the “record date”) are entitled to receive notice of, and to vote at, the Annual Meeting. Holders of our common stock are entitled to one vote for each share held. Holders of our common stock do not have cumulative voting rights with respect to the election of directors.

Quorum and Required Vote

Quorum. Unless a quorum is present at the Annual Meeting, no action may be taken at the Annual Meeting except to adjourn it until a later time. The holders of a majority of the issued and outstanding shares of our common stock on the record date, present in person or represented by proxy, are necessary to constitute a quorum at the Annual Meeting. Shares represented at the Annual Meeting but that are voted to abstain on any or all matters and “broker non-votes” (shares held by brokers, banks or other nominees for which they have no discretionary power to vote on a particular matter and have received no instructions from the beneficial owners or persons entitled to vote) will be counted as shares present and entitled to vote in determining the presence or absence of a quorum. The inspector of election appointed for the Annual Meeting will determine the number of shares of our common stock present at the Annual Meeting, determine the validity of proxies and ballots, determine whether or not a quorum is present, and count all votes and ballots.

Required Vote. If a quorum is present, directors are elected by a plurality of all of the votes cast, in person or by proxy. A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Abstentions and broker non-votes have no effect on the election of directors, except to the extent that the failure to vote for a director nominee results in another nominee receiving a larger number of votes.

If a quorum is present, the proposals regarding the amendments to the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan (the “Equity and Incentive Plan”) to (i) increase the number of shares reserved for issuance by 3,000,000 shares, (ii) increase the number of available performance goals to include room nights and (iii) delete a liberal share recycling provision, the amendment and restatement of the Orbitz Worldwide, Inc. Performance-Based Annual Incentive Plan (the “Annual Incentive Plan”) and the ratification of Deloitte & Touche LLP as our independent registered public accounting firm will be decided by a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposals. Broker non-votes will have no effect on the outcome of these proposals and abstentions will have the effect of a “no” vote for purpose of the proposals requiring majority approval.

If your shares are held in street name and you do not instruct your broker or bank on how to vote your shares, your broker or bank, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. The proposal to elect three directors to the board, the proposal to approve certain amendments to the Equity and Incentive Plan to (i) increase the number of shares reserved for issuance by 3,000,000 shares, (ii) increase the number of available performance goals to include room nights and (iii) delete a liberal share recycling provision, and the proposal to amend and restate the Annual Incentive Plan are not routine matters and therefore cannot be voted by your broker or bank without your instruction. The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year is a routine matter and therefore may be voted by your broker or bank in its discretion if you do not provide instructions. To the extent your broker or bank votes your shares on your behalf on that proposal, your shares also will be counted as present for the purpose of determining a quorum.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, our shareholders will vote on the nomination of three directors to be elected to the board for three-year terms expiring at the 2015 Annual Meeting. The board is divided into three classes, denominated as Class I, Class II and Class III. Members of each class hold office for staggered three-year terms. The terms of the Class II directors expire on the date of the 2012 Annual Meeting. It is the intention of the persons named in the accompanying form of proxy to nominate as directors and, unless otherwise specified in a proxy by a shareholder, to vote such proxy for the election of the persons named below as nominees. In the event any of the nominees should become unable to serve as a director, proxies may be voted for another nominee recommended by the board.

Under our certificate of incorporation, until Travelport Limited (“Travelport”) ceases to beneficially own at least 33% of the votes entitled to be cast by our outstanding common stock, the prior written consent of Travelport is required for any change in the number of directors on the board, the selection of the members of the board, and the filling of newly created vacancies on the board. As of the date hereof, Travelport, through one of its wholly-owned subsidiaries, TDS Investor (Luxembourg) S.à r.l., beneficially owns over 33% of our outstanding common stock. See the section entitled “Security Ownership — Security Ownership by Certain Other Beneficial Owners” below.

Directors are elected by a plurality of all of the votes cast, in person or by proxy. This means that nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast.

Nominees for Election at the 2012 Annual Meeting

The following table sets forth certain information with respect to the director nominees, all of whom are currently Class II board members.

Class II Directors — Terms Expire in 2015

The board recommends a vote FOR approval of all the director nominees.

The following tables set forth certain information with respect to our directors who are not up for election at the 2012 Annual Meeting.

Class III Directors — Terms Expire in 2013


Name	Age		Principal Occupation and Other Information

			Mr. Clarke’s experience with companies that have significant technology operations spans over 25 years, providing the board with the benefit of his deep industry experience and unique insight into the strategic issues facing the Company. As a former chief financial officer for both Compaq and CA, Inc., Mr. Clarke also brings financial expertise to the board. His service on the boards of directors of other public companies further enhances his experience in corporate governance matters and other issues that face public companies.

Robert L. Friedman		69	Mr. Friedman has served as a member of our board since March 2011. Mr. Friedman is a Senior Managing Director of The Blackstone Group. Mr. Friedman joined Blackstone in 1999 to work primarily in Blackstone’s Private Equity group. He was Chief Legal Officer of Blackstone from January 2003 through August 2010 and was also its Chief Administrative Officer during most of that period. Prior to joining Blackstone in 1999, Mr. Friedman was a partner with Simpson Thacher & Bartlett for 25 years, where he was a senior member of that law firm’s mergers and acquisitions practice. He currently serves on the boards of directors of Axis Capital Holdings Limited, TRW Automotive Holdings Corp., FGIC Corporation and YRC Worldwide Inc. Mr. Friedman is a member of the finance committee of Axis Capital Holdings Limited, a member of the audit committee of FGIC Corporation and a member of the audit committee and the finance committee of YRC Worldwide Inc. Mr. Friedman previously served on the boards of directors of The India Fund, Inc. from 2008 to 2011, Northwest Airlines, Inc. from 2002 to 2008 and Corp. Group Banking S.A. from 1999 to 2007. Prior to Northwest Airlines’ merger with Delta Airlines, Inc. in 2008, Mr. Friedman served as Chair of Northwest Airlines’ corporate governance committee. Mr. Friedman holds a BA degree from Columbia College and a JD from the University of Pennsylvania Law School.

			Mr. Friedman was nominated to the board by Travelport to replace the vacancy created by the departure of Paul C. Schorr, IV, a former director. Mr. Friedman’s long career with Simpson Thacher advising boards of directors on legal, corporate governance and compliance matters makes him a valued member of our board. In addition, he is knowledgeable about the debt and capital markets as an investment professional at Blackstone’s Private Equity group and possesses executive


Name	Age		Principal Occupation and Other Information

			management skills gained through his various executive positions at Blackstone and Simpson Thacher. Mr. Friedman also brings travel and airline experience to the board from his previous service as a director of Northwest Airlines and as its principal outside lawyer before he joined Northwest Airlines’ board.

Jill A. Greenthal		55	Ms. Greenthal has served as a member of our board since July 2007 and is Chair of the nominating and corporate governance committee. Ms. Greenthal has served as a Senior Advisor in the Private Equity group of The Blackstone Group since 2007. Ms. Greenthal currently serves on the boards of directors of Akamai Technologies, Inc., The Weather Channel and Michaels Stores. Ms. Greenthal previously served on the boards of directors of Universal Orlando from 2007 to 2011, Freedom Communications, Inc. from 2007 to 2010 and Martha Stewart Living Omnimedia Inc. from 2006 to 2008. Ms. Greenthal graduated as a member of The Academy from Simmons College and holds an MBA from the Harvard Business School.

			Having served in leadership roles at several top-tier investment banking firms, Ms. Greenthal brings us deep financial expertise and business acumen. Furthermore, as a Senior Advisor to Blackstone’s Private Equity group, Ms. Greenthal works closely with the global media and technology teams to assist in investments in those sectors. Ms. Greenthal has over 25 years’ experience working with growth-stage companies in the media and internet sectors, giving her a broad understanding of the challenges facing the Company and the industry as a whole.

Class I Directors — Terms Expire in 2014


Name	Age		Principal Occupation and Other Information

Mark S. Britton		45	Mr. Britton has served as a member of our board since April 2011 and is a member of the audit committee and compensation committee. Mr. Britton is the founder, CEO and President of Avvo (www.avvo.com), a website that helps consumers make better health and legal decisions by offering free Q&A forums, backed by ratings and profiles for 90 percent of doctors, dentists and lawyers in the United States. Prior to founding Avvo in 2005, Mr. Britton was Executive Vice President of Worldwide Corporate Affairs of InterActiveCorp Travel (IACT) and Expedia, Inc. from 2003 to 2004 and Senior Vice President, General Counsel and Secretary of Expedia from 1999 to 2003. At IACT and Expedia, he oversaw all finance, strategy, corporate development, legal, human resources and government relations functions for the IACT companies, including Expedia, Hotels.com, Hotwire, Classic Custom Vacations and Interval International. Mr. Britton currently serves as Chairman of the board of directors of Avvo and as a member of the Board of Regents of Gonzaga University. Mr. Britton holds a BA degree in finance from Gonzaga University and a JD from George Washington University.

			From his many years of experience at Avvo, Expedia and IACT, Mr. Britton brings to the board a deep understanding of the travel industry and the consumer internet experience. Mr. Britton also provides strong business operations and financial expertise that will enhance the board’s ability to perform its oversight role. Mr. Britton is also an audit committee financial expert.

Bradley T. Gerstner		40	Mr. Gerstner has served as a member of our board since March 2010. Mr. Gerstner is Chief Executive Officer of Altimeter Capital Management, a Boston-based investment firm he founded in November 2008. Prior to Altimeter, Mr. Gerstner was Vice President at PAR Capital Management from 2005 to 2008. Mr. Gerstner also served as Co-CEO of National Leisure Group (“NLG”) from 2003 to 2004. He joined NLG in 2000 after working at General Catalyst, a Boston venture capital firm that had invested in NLG. Mr. Gerstner also served an appointment as Deputy Secretary of State of Indiana. Mr. Gerstner currently serves on the boards of directors of Silver Rail Technologies, Inc., Expert Media, Inc., doing business as Room 77, Hotel Tonight Inc., Trigger Media Group, LLC and Nor1, Inc.


Name	Age		Principal Occupation and Other Information

			Mr. Gerstner is also the founder and Chairman of the board of directors of Room 77, a hotel-focused travel research site. Mr. Gerstner holds a BA degree from Wabash College, a JD from Indiana University and an MBA from the Harvard Business School.

			Mr. Gerstner was nominated to the board by PAR Investment Partners, L.P. (“PAR”) pursuant to the Shareholders’ Agreement, dated as of November 4, 2009, among the Company, PAR and Travelport (the “Shareholders’ Agreement”) (for further discussion of the Shareholders’ Agreement, see the section entitled “Corporate Governance — Director Selection Procedures” below). As founder of Room 77 and a former chief executive officer of two online businesses, including one that operated in the travel industry, Mr. Gerstner has specific strategic and operating knowledge regarding how to run a successful online commerce company. Furthermore, as an investor with a focus on the travel industry, Mr. Gerstner brings subject-matter expertise and a keen understanding of the competitive landscape and our public and private competitors.

Kristina M. Leslie		47	Ms. Leslie has served as a member of our board since March 2011 and is Chair of the audit committee and a member of the compensation committee and nominating and corporate governance committee. Ms. Leslie is a consultant. From 2004 to 2007, Ms. Leslie served as Chief Financial Officer of DreamWorks Animation SKG, Inc., a company that develops and produces computer generated animated feature films. Prior to DreamWorks Animation SKG, Ms. Leslie served as the Chief Financial Officer of DreamWorks LLC, a diversified entertainment company, from 2003 to 2004 and as Head of Corporate Finance and Strategic Planning from 1996 to 2003. While at DreamWorks LLC, Ms. Leslie led the initial public offering of DreamWorks Animation SKG. Ms. Leslie also served as Director of Financial Planning for Viacom Inc., an entertainment company, from 1993 to 1996. Ms. Leslie currently serves on the board of directors of PICO Holdings, Inc., a diversified holding company, where she is non-executive Vice Chairwoman, Chairwoman of the audit committee and a member of the compensation committee. From 2007 through 2010, Ms. Leslie served on the board of directors of Bare Escentuals, Inc., a cosmetic company where she was a member of the audit committee. Ms. Leslie also serves on the board of directors of Methodist Hospital in Arcadia, CA where she is Treasurer and Chairwoman of the Finance, Audit and Compliance Committee, and a member of the


Name	Age		Principal Occupation and Other Information

			Compensation and Executive Committees. In addition, Ms. Leslie serves on the board of directors at Flintridge Preparatory School in La Cañade, CA. Ms. Leslie holds a BA degree in economics from Bucknell University and an MBA from Columbia University.

			Ms. Leslie was appointed to the board to fill the vacancy created by William C. Cobb, a former board member. Ms. Studenmund identified Ms. Leslie as a potential candidate and the nominating and corporate governance committee, after conducting its review, recommended Ms. Leslie to the board. As a former chief financial officer of DreamWorks, Ms. Leslie brings a wealth of financial management experience and understands the challenges a public reporting company faces. Her audit committee experience at PICO and Bare Escentuals enhances the board’s financial expertise and provides the board with an audit committee financial expert.

Jaynie Miller Studenmund		57	Ms. Studenmund has served as a member of our board since July 2007 and is Chair of the compensation committee, and a member of the audit committee and nominating and corporate governance committee. Ms. Studenmund is a corporate director and advisor. Ms. Studenmund currently serves on the boards of several public funds for Western Asset, a major fixed income fund; Pinnacle Entertainment, Inc., an owner, operator and developer of casinos and related hospitality and entertainment facilities; AARP Services, Inc., the profit making arm of AARP which manages the AARP endorsed services providers; and Forest Lawn, an industry leading memorial parks provider. Ms. Studenmund is also on the board of Huntington Memorial Hospital, a regional teaching hospital in Pasadena, CA, and was just named one of five lifetime trustees. She previously served on the boards of MarketTools, a privately-held provider of customer insight management tools, from 2010 to 2012; eHarmony.com, the premier online relationship services company, from 2005 to 2011; Passenger, a provider of online community sites, in 2010; Countrywide Bank, a regulated bank subsidiary (deposit only) of Countrywide Financial Corp., from 2002 to 2008; and aQuantive, Inc., a publicly traded, top digital marketing services and technology company, which was sold to Microsoft in 2007, from 2004 to 2007. From January 2001 to January 2004, Ms. Studenmund was Chief Operating Officer of Overture Services, Inc., the creator of paid search.


Name	Age	Principal Occupation and Other Information

		Overture was acquired by Yahoo, Inc. in 2004. From February 2000 to January 2001, she was President and Chief Operating Officer of PayMyBills.com, the leading online bill management company. Before becoming an executive in the internet business, Ms. Studenmund had a career in financial services, primarily at First Interstate Bank of California, now Wells Fargo, where from 1985 to 1996, Ms. Studenmund served in various positions, including Executive Vice President and Head of Retail Banking, and Chief Marketing Officer. From 1996 to 1998, Ms. Studenmund was Executive Vice President and Head of Retail Banking at Great Western Bank and then Home Savings Bank, the two largest S&Ls in the nation that were becoming commercial banks, both of which were sold and are now part of JPMorgan Chase. Ms. Studenmund holds a BA degree from Wellesley College and an MBA from the Harvard Business School.

		Ms. Studenmund has over 30 years of comprehensive executive management and operating experience across a diverse set of businesses, including start-ups, rapid growth, turnarounds and mergers and acquisitions in the internet and financial services industries, making her an invaluable addition to the board. Within these environments, she has served as a successful President, COO and director of both public and private companies, providing us with broad operational expertise and wisdom that she has gained by working with numerous companies through their various stages of development.

CORPORATE GOVERNANCE

General

Our business and affairs are managed under the direction of the board. Our certificate of incorporation and by-laws specify that the board shall consist of not fewer than three, nor more than fifteen, members. We have ten directors on our board. Currently, the board has an audit committee, a compensation committee and a nominating and corporate governance committee.

Controlled Company

The board has determined, in its business judgment, that the Company is, and has elected to cause the Company to be treated as, a “controlled company,” as defined in Section 303A of the rules of the New York Stock Exchange (the “NYSE”), based on the voting control of affiliates of The Blackstone Group, L.P. (“The Blackstone Group”), which beneficially owned, directly and indirectly, approximately 52.9% of our outstanding common stock as of the record date. See the section entitled “Security Ownership — Security Ownership by Certain Other Beneficial Owners” below. Accordingly, we are exempt from certain requirements of the NYSE corporate governance rules, including the requirement that we have a majority of independent directors on the board and the requirement that the compensation and/or nominating and corporate governance committees of the board have written charters addressing certain specified matters. In the event we cease to be a controlled company within the meaning of these rules, we would then be required to comply with these provisions after the transition periods specified by the NYSE.

Independence of Directors

Our Corporate Governance Guidelines provide that once we cease to qualify as a “controlled company” under the NYSE corporate governance rules, and after any permissible phase-in period, the board will have a majority of independent directors. No director will be deemed independent unless the board affirmatively determines that the director has no material relationship with us directly or as an officer, shareholder or partner of an organization that has a relationship with us. The board reviews annually the relationships that each director has with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us). Following that review, only those directors who the board affirmatively determines have no material relationship with us will be considered independent directors, subject to any additional qualifications prescribed under the NYSE corporate governance rules or under applicable law. The board may adopt and disclose categorical standards to assist it in determining director independence but currently does not have any categorical standards other than those expressly set forth in the NYSE corporate governance rules. In the event that a director becomes aware of any changes in circumstances that may result in the director no longer being considered independent under the NYSE corporate governance rules or under applicable law, the director is required to promptly inform the board.

The board has determined, in its business judgment, that Ms. Studenmund, Ms. Leslie and Messrs. Britton and Gerstner are each independent within the meaning of the NYSE corporate governance rules, as currently in effect, and have no other material relationships with us that could interfere with her or his ability to exercise independent judgment. Ms. Greenthal and Messrs. Brand, Clarke, Friedman, Esterow and Harford are not considered independent under these rules.

Board Meetings

During fiscal year 2011, the board held seventeen meetings. Except for Martin Brand, who attended 12 out of 17, or approximately 71% of the board meetings in 2011, all directors attended at least 75% of the aggregate number of the board meetings and the meetings of the board committees on which they served in fiscal year 2011. At least one regularly scheduled meeting of the board is held each fiscal quarter.

Committees of the Board of Directors

The board has three standing committees: the audit committee, the compensation committee, and the nominating and corporate governance committee. The charter of each committee is available, free of charge on

our Investor Relations website (http://www.orbitz-ir.com), under “Investors – Corporate Governance – Committee Charters.”

The current members of the committees of the board are identified in the following table.


Director	Audit	Compensation	Nominating and Corporate Governance
Mark S. Britton	Member	Member
Bradley T. Gerstner		Member
Jill A. Greenthal			Chair
Kristina M. Leslie	Chair	Member	Member
Jaynie Miller Studenmund	Member	Chair	Member

Audit Committee. The audit committee assists the board in its oversight of the integrity of our financial statements and the qualifications, independence and performance of our independent registered public accounting firm. The audit committee held eighteen meetings in fiscal year 2011.

The audit committee:

reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and

has discretion to appoint annually our independent registered public accounting firm (subject to certain contractual requirements requiring us to select an accounting firm designated by Travelport), to evaluate its independence and performance and to set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The audit committee is also responsible for the review, approval or ratification of “related person transactions” between us or our subsidiaries and related persons, as defined by the rules of the SEC.

The audit committee is comprised of Ms. Leslie (Chair), Mr. Britton and Ms. Studenmund, each of whom is “independent” under the NYSE corporate governance rules and Rule 10A-3(b)(1)(iv)(A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The board has determined that each of Ms. Leslie, Mr. Britton and Ms. Studenmund meets the financial literacy requirements of the NYSE and that each of Mr. Britton and Ms. Leslie qualifies as an “audit committee financial expert,” as that term is defined by the rules of the SEC.

Compensation Committee. The compensation committee reviews and administers all compensation arrangements for executive officers and establishes and reviews general policies relating to the compensation and benefits of our executive officers and employees. The compensation committee oversees our compensation and employee benefit plans and practices, including our executive compensation, incentive-compensation and equity-based plans. The compensation committee also reviews and discusses with management our compensation discussion and analysis and prepares the Compensation Committee Report included in this Proxy Statement as required by the rules of the SEC. The compensation committee is comprised of Ms. Studenmund (Chair), Mr. Britton, Mr. Gerstner and Ms. Leslie, each of whom is “independent” under the NYSE corporate governance rules, a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act, and an

“outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The compensation committee held eight meetings in fiscal year 2011. A description of the Company’s processes and procedures for the consideration and determination of executive compensation is included in the section entitled “Executive Compensation — Compensation Discussion and Analysis” below.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities relating to the Company’s corporate governance matters, including the identification and recommendation of director nominees, recommendation of board committee appointments, executive management succession planning and Corporate Governance Guidelines, evaluation of the board, its committees and our Chief Executive Officer, and such other duties as directed by the board. The nominating and corporate governance committee is comprised of Ms. Greenthal (Chair), Ms. Leslie and Ms. Studenmund, a majority of whom are “independent” under the NYSE corporate governance rules. The nominating and corporate governance committee held seven meetings in fiscal year 2011.

Executive Committee. The board also created an executive committee in 2007 to assist the board when certain action was required between meetings, and take those actions that were specifically delegated to it by resolution of the board. Until September 2011, the members of the executive committee consisted of Messrs. Clarke (Chair), Friedman and Harford. In September 2011, upon recommendation of the Nominating and Corporate Governance Committee, the board eliminated the Executive Committee. The executive committee did not hold any meetings in fiscal year 2011.

Director Selection Procedures

The nominating and corporate governance committee identifies and screens candidates for board membership. The nominating and corporate governance committee may identify potential candidates through a combination of referrals, including current board members, stockholders and outside consultants and search firms, as appropriate.

The nominating and corporate governance committee is responsible for assessing the appropriate balance of criteria required of board members. The nominating and corporate governance committee applies several criteria in selecting nominees. At a minimum, the nominating and corporate governance committee considers: (a) whether the nominee has demonstrated, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the board’s oversight of our business and affairs and (b) the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities. Additional factors that the nominating and corporate governance committee may consider include a candidate’s specific experience and skills, relevant industry background and knowledge, time availability in light of other commitments, age, potential conflicts of interest, material relationships with us and independence from management and us. The nominating and corporate governance committee also takes into account an individual candidate’s diversity of background and experience. While the Company does not have a formal diversity policy for board membership, the board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the board’s discussions and decision-making process. These diversity considerations are discussed by the nominating and corporate governance committee in connection with the general qualifications of each potential nominee.

Under our certificate of incorporation, until Travelport ceases to beneficially own at least 33% of the votes entitled to be cast by our outstanding common stock, the prior written consent of Travelport is required for any change in the number of directors on the board, the selection of the members of the board and the filling of newly created vacancies on the board.

Pursuant to the Shareholders’ Agreement, PAR currently has the right to designate a nominee for appointment or election to the board, subject to the satisfaction of certain legal, regulatory and corporate governance requirements for service as a director of the Company. Any such nominee must also be reasonably satisfactory to the Company, the board and Travelport. In addition, if either PAR or its affiliates or PAR’s board designee and his or her affiliates have a net economic interest in Expedia, Inc., priceline.com Incorporated, Amadeus IT Group, S.A. or Sabre Holdings Corporation that is greater than their net economic interest in the Company (subject to an exception for a net economic interest of less than $5 million), the Company has the right

to require PAR’s nominee to resign. If such a resignation occurs and the Shareholders’ Agreement remains in effect, PAR would have the right to nominate a replacement designee. The Shareholders’ Agreement expires on November 4, 2012, but will terminate earlier if: (a) the Company ceases to qualify for the controlled company exemption under Section 303A of the NYSE Listed Company Manual, (b) PAR ceases to beneficially own 20% or more of our common stock or (c) PAR or its designee materially breaches its covenants under the agreement. In March 2010, Mr. Gerstner was nominated to the board by PAR pursuant to the aforementioned terms of the Shareholders’ Agreement.

The nominating and corporate governance committee will consider candidates recommended by shareholders in the same manner it considers other candidates. In considering candidates submitted by shareholders, the nominating and corporate governance committee will take into consideration the needs of the board and the qualifications of the candidate. Our by-laws contain advance notice procedures with regard to shareholder proposals related to the nomination of candidates for election as directors. These procedures provide that notice of shareholder proposals related to shareholder nominations for the election of directors must be received by our corporate secretary, in the case of an annual meeting of shareholders, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; however, in the event that the annual meeting of shareholders is called for a date that is not within 30 days before or after that anniversary date, notice by the shareholder in order to be timely must be received no later than the close of business on the tenth day following the day on which notice of the date of the annual meeting of shareholders was mailed or public disclosure of the date of the annual meeting of shareholders was made, whichever occurs first. The procedure for shareholder nominations for the 2012 Annual Meeting was governed by this proviso. Shareholder nominations for the 2013 Annual Meeting must be received no earlier than February 12, 2013 and no later than March 14, 2013. Shareholder nominations for the election of directors at a special meeting must be received by our corporate secretary no later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever occurs first.

A shareholder’s notice to our corporate secretary must be in proper written form and must set forth some information related to the shareholder giving the notice, including:

the name and record address of that shareholder;

the class and series and number of shares of each class and series of our capital stock which are owned beneficially or of record by that shareholder;

a description of all arrangements or understandings between that shareholder and any other person in connection with the nomination and any material interest of that shareholder in the nomination; and

a representation that the shareholder is a holder of record of our stock entitled to vote at that meeting and that the shareholder intends to appear in person or by proxy at the meeting to bring that nomination before the meeting;

and, as to each person whom the shareholder proposes to nominate for election as a director:

the name, age, business and residence addresses, and the principal occupation and employment of the person;

the class and series and number of shares of each class and series of our capital stock which are owned beneficially or of record by the person; and

any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act.

Board Leadership Structure

In February 2010, we amended our Corporate Governance Guidelines to formalize the separation of the offices of the Chairman of the board and the Chief Executive Officer. Although our Corporate Governance Guidelines previously did not require the separation of the offices, the Company has always had a separate Chairman of the board and Chief Executive Officer. We believe that having a non-executive Chairman is

currently in the best interests of the Company and its shareholders. Over the past several years, demands made on boards of directors have been ever increasing, in large part due to increased regulation under the federal securities laws, national stock exchange rules and other federal and state regulatory changes and more recently, challenging economic circumstances. The non-executive Chairman manages the overall board function and his current responsibilities include preparing the master agenda for the board meetings and presiding at shareholder meetings, board meetings and board executive sessions. Mr. Clarke currently serves as Chairman of our board. The separation of the offices allows Mr. Clarke to focus on management of board matters and allows our Chief Executive Officer to focus his talents and attention on managing our business. Additionally, we believe the separation of the offices ensures the objectivity of the board in its management oversight role, specifically with respect to reviewing and assessing the Chief Executive Officer’s performance.

Risk Oversight

The board has overall responsibility for risk oversight of the Company. Our management assists the board in identifying strategic and operating risks that could affect the achievement of business goals and objectives, assessing the likelihood and potential impact of these risks and proposing courses of action to mitigate and/or respond to these risks. These risks are reviewed and discussed with the board as part of the business and operating review conducted at each of our regular board meetings.

A portion of the board’s risk oversight function has been delegated to the various committees of the board, consistent with each committee’s area of responsibility. Each committee regularly reports back to the full board on its risk oversight activities. The audit committee has primary oversight of our financial reporting, internal control and compliance risks and also oversees risks arising from related person transactions (see the section entitled “Certain Relationships and Related Person Transactions” below for further discussion of the audit committee’s role in the review and approval of related person transactions). At least once a quarter, the audit committee meets separately with the head of our internal audit function and representatives from our independent registered public accounting firm. In addition, the audit committee regularly receives reports from our management on litigation and regulatory developments, and our compliance with the Sarbanes-Oxley Act and other corporate compliance policies. The compensation committee assists the board in fulfilling its risk oversight responsibilities with respect to risks arising from our executive compensation programs and specifically evaluates the effect the Company’s compensation programs have on risk-taking activities. The nominating and corporate governance committee oversees risks related to our governance structure and succession planning and considers risk oversight when evaluating our Corporate Governance Guidelines and reviewing our board and committee composition. In addition, the nominating and corporate governance committee reviews the specific skills and experience of nominees to the board to ensure that the nominee would have the appropriate level of experience to oversee the various risks faced by the Company.

Attendance at Annual Meetings of Shareholders

Although we have no formal policy regarding directors’ attendance at annual meetings of shareholders, we encourage all of our directors to attend our annual shareholder meetings. However, from time to time, other commitments may prevent all directors from attending our annual meeting. All of the then-current directors, including the Chairman of the board, attended our 2011 Annual Meeting of Shareholders.

Communications with Directors

If a shareholder or any interested party has any concern, question or complaint regarding any accounting, auditing or internal controls matter, any issues arising under the Code of Conduct or any other matter that he or she wishes to communicate with the board, the non-management directors as a group, or any individual director, the shareholder or interested party can write to any of these groups or individuals c/o Orbitz Worldwide, Inc., Attention: Chairman, 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661. The Chairman of the board will then relay such matters to the full board, as appropriate. From time to time, the board may change the process for shareholder communication with the board or its members. You should refer to the corporate governance page of our Investor Relations website athttp://www.orbitz-ir.comfor any changes in this process.

Whistleblowing Hotline

The board has established a means for employees, customers, suppliers, shareholders and other interested parties to submit confidential and anonymous reports of suspected or actual violations of the Code of Conduct or other matters. Any employee, shareholder or other interested party may call the Integrity Line and submit a report. The Integrity Line is operational 24 hours a day, seven days a week. Information on our Integrity Line is available on the corporate governance page of our Investor Relations website athttp://www.orbitz-ir.com.

Board Executive Sessions

The non-management directors of the board regularly meet alone without any members of management being present. Mr. Clarke, the Chairman of the board, presides as the lead director at these executive sessions.

Code of Conduct and Code of Ethics

We have adopted the Orbitz Worldwide, Inc. Code of Conduct which applies to all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. In addition, we have adopted a Code of Ethics for our Chief Executive Officer and senior financial officers. The Code of Conduct and the Code of Ethics are available on the corporate governance page of our Investor Relations website athttp://www.orbitz-ir.com.Amendments to, or waivers from, the Code of Conduct and the Code of Ethics will be posted on our website and provided to you without charge upon written request to Orbitz Worldwide, Inc., Attention: Corporate Secretary, 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661.

Corporate Governance Policies and Charters

Current copies of the following materials related to our corporate governance policies and practices are available publicly on the corporate governance page of our Investor Relations website athttp://www.orbitz-ir.com:

Corporate Governance Guidelines

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Code of Conduct

Code of Ethics for the CEO and Senior Financial Officers

Policy on Trading in Securities

Stock Ownership Policy

Executive Compensation Recoupment Policy

You may also obtain copies of the materials above free of charge by written request to our corporate secretary at Orbitz Worldwide, Inc., 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661.

Compensation Committee Interlocks and Insider Participation

None of our executive officers served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of such committee, the entire board) of another corporation, one of whose executive officers served on our compensation committee or as one of our directors. None of our executive officers served as a director of another corporation, where one of the executive officers of the other corporation served on the compensation committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own ten percent or more of a registered class of our equity securities to file initial reports of beneficial ownership (Form 3) and changes in beneficial ownership (Form 4 or 5) with the SEC. Based on a

review of documents in our possession and on written representations from certain of our executive officers and directors that no Form 5s were required, we believe that during fiscal year 2011 all persons filed on a timely basis all reports required by Section 16(a).

Report of the Audit Committee

The audit committee oversees our financial reporting process on behalf of the board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. In fulfilling its oversight responsibilities, the audit committee has reviewed and discussed our audited consolidated financial statements for fiscal year 2011 and the report of Deloitte & Touche LLP, our independent registered public accounting firm, on those financial statements with management and Deloitte & Touche LLP, including a review and discussion of the quality, not just the acceptability, of our accounting principles; the reasonableness of significant estimates and judgments; and the clarity of disclosures in our financial statements, including the disclosures relating to critical accounting policies.

In addition, the audit committee has reviewed and discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 114, “The Auditor’s Communication with Those Charged with Governance,” which supersedes Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended and adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. In addition, the audit committee has discussed with Deloitte & Touche LLP their independence from management and us, and has received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and has considered whether the services rendered by Deloitte & Touche LLP or its affiliates with respect to tax and non-audit services are compatible with maintaining their independence.

The audit committee has also reviewed and discussed with management and Deloitte & Touche LLP management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the report of Deloitte & Touche LLP on the effectiveness of the Company’s internal control over financial reporting.

The audit committee discussed with Deloitte & Touche LLP the overall scope and plans for its audit. The audit committee meets with our independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal control over financial reporting, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the audit committee recommended to the board (and the board has approved) that our audited financial statements for fiscal year 2011 be included in our Annual Report on Form 10-K for the year ended December 31, 2011, for filing with the SEC. The audit committee and the board have also approved the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

Respectfully Submitted By:

The Audit Committee as of February 27, 2012

Kristina M. Leslie, Chair

Mark S. Britton

Jaynie Miller Studenmund

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis outlines our compensation program as it relates to our named executive officers. The named executive officers for fiscal year 2011 include our Chief Executive Officer, our Chief Financial Officer, and the three most highly compensated executive officers (other than our Chief Executive Officer and our Chief Financial Officer) in fiscal year 2011 who were serving as executive officers at the end of fiscal year 2011. Our named executive officers were Barney Harford, Chief Executive Officer; Russ Hammer, Senior Vice President and Chief Financial Officer; Chris Orton, President, Orbitz.com & CheapTickets.com; Tamer Tamar, Senior Vice President, International and President, ebookers; and Mike Nelson, President, Partner Services Group.

In this Compensation Discussion and Analysis (“CD&A”), we first provide an executive summary with certain highlights of the CD&A. Next, we discuss our executive compensation program philosophy and objectives. We then review the process the compensation committee follows in deciding how to compensate our named executive officers. We next provide a brief overview of our executive compensation programs and components. We conclude with a detailed discussion and analysis of the compensation committee’s specific decisions about the compensation of our named executive officers for fiscal year 2011.

Executive Summary

Executive Compensation Philosophy. The core of our executive compensation philosophy is to pay for financial and strategic performance consistent with sound compensation governance principles and shareholder interests.

Compensation Governance. Our compensation philosophy is complemented by the following specific compensation governance elements designed to align our executive compensation with long-term shareholder interests:

stock ownership guidelines for executive officers and directors, which are designed to tie significant amounts of their personal wealth to our long-term success;

a compensation recoupment or “clawback” policy structured to encourage sound financial reporting and to discourage inappropriate risk taking by our executive officers;

a policy on trading in our securities, which includes a prohibition on hedging, trading in puts, calls or similar derivative securities, holding our securities in a margin account or pledging them as collateral for a loan;

no special benefits, defined benefit pension plan or supplemental executive retirement plans and a limited program of perquisites for our named executive officers; and

a bonus plan for all employees that uses Company performance metrics and has caps on bonus payments.

In December 2011, the compensation committee conducted a review of compensation-related risk management with the assistance of its independent compensation consultant, Farient Advisors LLC (“Farient”). Farient advised that our executive compensation program is reasonable from a risk-taking perspective and provides (i) a balance of performance measures (multiple growth metrics, strategic and qualitative factors), (ii) performance goals determined in the context of external factors (competitive historical performance and analyst expectations for future performance), (iii) reasonable and capped upside potential, and (iv) longer-term orientation with equity awards. Based on the foregoing, the compensation committee has concluded that the risks arising from our employee compensation programs are not reasonably likely to have a material adverse effect on the Company.

The compensation committee considered the overwhelming shareholder support (96.2%) received on the Company’s advisory vote regarding executive compensation at its 2011 Annual Meeting of Shareholders in determining its executive compensation policies and decisions for fiscal year 2012. As a result, the compensation committee continued to apply the same philosophy and guiding principles to its fiscal year

2012 executive compensation program to ensure that each named executive officer’s compensation in the context of Company performance and relative peer group pay and performance is appropriate (see the section entitled “2012 Executive Compensation Decisions” below).

Elements of Executive Compensation. The three major elements of our executive compensation program for fiscal year 2011 were:

base salary targeted generally at the median of our peer group;

short-term performance-based cash incentive awards targeted generally at the median of our peer group; and

long-term equity-based incentive awards targeted between the 50th and 75th percentile of our peer group based on individual performance and impact of the individual on the Company’s long-term financial and strategic success.

Our Peer Group and Benchmarking. In making executive compensation program decisions for fiscal year 2011, in December of 2010, the compensation committee, with assistance from Farient, reviewed and compared the Company’s executive compensation programs and practices to a select company peer group (see the section entitled “Executive Compensation Process” below), which consisted of eleven internet-based retailers, as well as compensation surveys of high-technology and software companies.

Our Fiscal Year 2011 Performance and Executive Compensation.

2011 was an investment year for the Company. While year-over-year financial performance was disappointing in the first half of the year, performance in the second half improved and the Company expects a return to growth in 2012. For 2011, year-over-year revenue was up slightly, while Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA) was down due in part to the investments the Company made in its global technology platform and its online marketing capabilities, which should help drive business performance in the future.

For 2011, although we did not meet our financial targets, we met or exceeded our business and strategic objectives and therefore the compensation committee approved amounts under the Annual Incentive Plan (“AIP”) equal to between 31% and 101% of the named executive officer’s target incentive award.

In June 2011, the compensation committee also approved annual grants of equity to certain employees, including each named executive officer, consisting of grants of performance-based restricted stock units and restricted stock units. The initial vesting of the performance-based restricted stock units was subject to the achievement of a revenue goal of $700 million, which was satisfied.

The total direct compensation (base salary, short-term performance-based cash incentive compensation and long-term equity-based incentive compensation) of our Chief Executive Officer was consistent with the performance of the Company and was below the median of our peer group.

Performance-based short-term cash incentive and long-term equity-based incentive awards for each of our named executive officers for fiscal year 2011 are set forth below and are consistent with the Company’s performance. For a complete discussion of the performance-based short-term cash incentive and long-term equity-based incentive awards to our named executive officers, see the section entitled “Executive Compensation Programs and Components” below.

Performance-Based Short-Term Cash Incentive Compensation


Named Executive Officer	Fiscal Year 2011 Cash Incentive Target ($)		Fiscal Year 2011 Cash Incentive Award ($)

Barney Harford	$	825,000	$	561,000
Russ Hammer*	$	318,750	$	100,000
Chris Orton*	$	213,790	$	215,000
Tamer Tamar	$	183,420	$	186,000
Mike Nelson*	$	292,500	$	175,000

*During fiscal year 2011, Russ, Chris and Mike each received additional cash bonuses not reflected in the table above. Russ and Chris received cash sign-on bonuses of $318,600 and $300,000 respectively and Mike received a special recognition bonus of $25,000.

Long-Term Equity-Based Incentive Compensation


Named Executive Officer	Fiscal Year 2011 Performance- Based Restricted Stock Unit Award ($)		Fiscal Year 2011 Restricted Stock Unit Award Grant Date Fair Value ($)		Fiscal Year 2011 Stock Option Award Grant Date Fair Value ($)		Fiscal Year 2011 Equity Award Grant Date Fair Value ($)

Barney Harford	$	755,625	$	639,375		—	$	1,395,000
Russ Hammer**	$	174,375	$	1,085,000	$	396,000	$	1,655,375
Chris Orton**	$	197,625	$	329,625		—	$	527,250
Tamer Tamar**	$	151,125	$	426,000		—	$	577,125
Mike Nelson	$	197,625	$	151,125		—	$	348,750

** On January 3, 2011, Russ received a sign-on equity award consisting of 200,000 restricted stock units and 200,000 stock options with an aggregate grant date fair value of $1,481,000 in connection with his appointment as Chief Financial Officer. On August 9, 2011, Chris received an equity award consisting of 75,000 restricted stock units with a grant date fair value of $178,500 in connection with his assumption of increased responsibilities with the Company. On November 7, 2011, Tamer received an equity award consisting of 75,000 restricted stock units with a grant date fair value of $228,375 in connection with his promotion to Senior Vice President, International.

Executive Compensation Program Philosophy and Objectives

Our overall executive compensation philosophy is to offer a performance driven program, consistent with shareholder interests. We do this by setting performance objectives that are cognizant of our competitive business environment, and by differentiating actual AIP payouts and equity grants for each individual, based on his or her contribution to our business results for the year and an assessment of the impact of his or her role on the long-term success of the Company. In addition, the Company offers a competitive total compensation opportunity to effectively recruit and retain individuals who have demonstrated a high level of expertise and who are market leaders in our unique, technology-based industry. In particular, we position pay, on average, at the median of the market for salary and short-term incentives, and we position long-term incentives at the 50th percentile of the market for most positions and up to the 75th percentile of the market for those positions that are uniquely critical to the long-term success of the enterprise.

To support this philosophy, we deliver executive compensation using:

fixed cash compensation to attract and retain talent; and

short-term cash and long-term equity-based incentives based on the achievement of certain financial performance and/or other objectives to align, as much as possible, our executive officers’ compensation opportunities with our shareholders’ interests and to focus our executive officers on the areas that the compensation committee believes are important for the Company’s long-term success in a competitive marketplace.

We also consider individual circumstances related to each named executive officer such as experience, performance and area of responsibility in light of our future business needs and prospects.

In an effort to align our executive compensation with long-term shareholder interests, the Company has a stock ownership philosophy and a recoupment policy, both described below. These features mitigate risk and help align the interests of our executive officers and shareholders by requiring that (a) executive officers and directors retain and hold a minimum number of shares of our common stock and (b) in certain cases executive officers reimburse the Company or forfeit certain portions of any award paid or granted in the event of restated financial results.

The board, following a recommendation by the compensation committee, adopted a policy regarding minimum ownership of stock by our executive officers and directors (the “Stock Ownership Policy”). The Stock Ownership Policy requires that each non-employee member of the board, the Chief Executive Officer and each executive officer must own a certain amount of stock based on a multiple of retainer or annual base salary (the “Share Threshold”) as follows:

3x the annual cash retainer for non-employee members of the board

3x base salary for the Chief Executive Officer

2x base salary for all other executive officers

Until the Share Threshold is obtained, each non-employee member of the board, the Chief Executive Officer and each executive officer is required to retain at least 25% of the shares granted, delivered or deferred through the Company’s equity incentive plans. There is no minimum time period to achieve the Share Threshold and the retention requirement applies until the Share Threshold is achieved. The current structure of the equity compensation program for non-employee members of the board provides that each such director receives 100% of his or her annual equity award in the form of deferred stock units, which entitle the director to receive one share of our common stock for each deferred stock unit following the director’s termination of service from the board unless the director elects an earlier settlement date one year from the date of grant. Further, unless the director elects otherwise, he or she receives 50% of his or her annual retainer fee in the form of deferred stock units, which entitle the director to receive one share of our common stock for each deferred stock unit following the director’s termination of service from the board. Because deferred stock units count towards the retention requirement and Share Threshold, each such director currently complies with the retention requirement. It is expected that all of our directors will comply with his or her Share Threshold within three years of the policy’s effective date, which is September 24, 2009, or for newly-appointed directors, within three years of the date of their appointment. Each of our executive officers is on track to comply with the minimum Share Threshold requirement in the near future.

Following the compensation committee’s recommendation, the board also adopted a recoupment policy, which provides that in the event of a restatement of our financial results, the compensation committee will review all cash or equity incentive compensation that was paid or granted to executive officers for performance periods beginning after December 31, 2009 and which occur during the restatement period. The compensation committee has the discretion to require some or all of the executive officers to reimburse the Company or forfeit the incremental portion of any award in excess of the award that would have been paid or granted based on the restated financial results. The policy will be amended to comply with the final regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

Executive Compensation Process

In making executive compensation program decisions, the compensation committee annually reviews our executive compensation programs and practices against a peer group, which for fiscal 2011 is comprised of companies of a similar size (based on revenue size of ~$300 million—$1.5 billion) with a similar business-to-consumer business model and the Company’s direct, on-line travel competitors.

The selection criteria and peer group for fiscal year 2011 remained unchanged from the selection criteria and peer group used in fiscal year 2010. The fiscal year 2011 peer group approved by the compensation committee in September 2010 consisted of the following companies:

Company Name

1-800-FLOWERS.COM, Inc.

Expedia, Inc.

GSI Commerce, Inc.

IAC/InterActiveCorp

Monster Worldwide, Inc.

Netflix, Inc.

NutriSystem, Inc.

Overstock.com, Inc.

priceline.com Incorporated

RealNetworks, Inc.

United Online, Inc.

Farient conducted a comparative analysis of target total direct compensation (including salaries, target bonuses and long-term incentive grant values) in December 2010. The compensation committee considered this analysis in making its compensation decisions for fiscal year 2011.

For this competitive benchmarking work, Farient conducted an analysis of the Company’s pay levels for executive officers and for other positions, by pay component, using proxy data of the peer companies listed above for our Chief Executive Officer and Chief Financial Officer, and survey data from Radford and Croner for all of our named executive officers. In addition, Farient performed a competitive review of the Company’s executive pay programs and practices, stock ownership guidelines, holding requirements, clawback polices and equity usage. The compensation committee used Farient’s analyses in determining base salaries, AIP target awards, long-term incentive grant ranges and individual grants for our named executive officers in 2011.

The compensation committee retains and does not delegate any of its power to determine all matters of executive compensation and benefits, although the Chief Executive Officer presents proposals and recommendations to the compensation committee for its consideration and approval, in particular as it relates to the structure and performance metrics used for the Company’s performance-based short-term cash incentive and long-term equity-based incentive award programs. The compensation committee reports to the board on the major items covered at each compensation committee meeting, and the Chairman of the board and other board members are invited to attend and participate (on a non-voting basis) in most compensation committee meetings. Farient worked directly with the compensation committee (and not on behalf of management) to assist the compensation committee in satisfying its responsibilities and did not undertake any project for management except at the request of the Chair of the compensation committee and in the capacity of the compensation committee’s agent.

At least once a year, the compensation committee reviews the performance of each named executive officer, including the Chief Executive Officer, based on the achievement of agreed-upon individual and Company performance objectives. For named executive officers other than the Chief Executive Officer, the compensation committee receives performance assessments and compensation recommendations from the Chief Executive Officer in executive session without the presence of any other executive officer or member of management. The compensation committee then meets in executive session without the presence of management (including the Chief Executive Officer) to discuss the Chief Executive Officer’s performance and compensation. Compensation decisions for the Chief Executive Officer are based on the Chief Executive Officer’s performance review(s) which are prepared by the nominating and corporate governance committee in consultation with the Chairman of the board and Chair of the compensation committee and approved by the board.

Executive Compensation Programs and Components

Our fiscal 2011 executive compensation program has three principal components:

base salary;

performance-based short-term cash incentive compensation (i.e., AIP awards); and

performance-based long-term equity-based incentive compensation (in the form of performance-based restricted stock units).

In addition, we provide other limited perquisites, benefits and severance.

Each component, and its role in the overall executive compensation program, is discussed below.

Base Salary

We believe that any executive compensation program should have a fixed cash component that supports a reasonable standard of living so that our executive officers are prepared to have their incentive compensation at risk. Our base salaries are generally targeted at the median of our peer group.

Base salaries for our named executive officers reflect each named executive officer’s level of experience, responsibilities and expected future contributions to our success. We review base salaries on an annual basis, or as responsibilities change, and we consider factors such as individual and Company performance and the competitive environment in our industry in determining whether salary adjustments are warranted. The compensation committee did not make any adjustments to the base salaries of Barney, Russ or Mike in fiscal year 2011 and such base salaries remained unchanged as follows: Barney, $825,000; Russ, $425,000; and Mike, $390,000. In connection with general employee salary increases and later Tamer’s promotion and Chris’s increased responsibilities, we made the following adjustments to the salaries of our other named executive officers during fiscal year 2011:

Chris’s base salary was increased from $300,000 to $340,000; and

Tamer’s base salary was increased from £190,000 to £240,000 (or from approximately $306,000 to approximately $385,000 based on the exchange rate as of the end of fiscal year 2011).

Performance-Based Short-Term Cash Incentive Compensation

In June 2011, the compensation committee determined that the 2011 short-term performance-based cash incentive pool would be funded based on a qualitative assessment of Company business performance and performance against strategic objectives with business and strategic performance each weighted 50%.

The formula for each of our named executive officers under the AIP for the fiscal year 2011 performance period is detailed below. For each of our named executive officers, his or her cash incentive award was calculated by multiplying the individual’s base salary earned during the period by the individual’s target bonus percentage, and multiplying the result by a Company Performance Factor (CPF), subject to the compensation committee’s exercise of positive or negative discretion based on individual performance, as follows:

Bonus = Eligible Earnings x Target Bonus Percentage x CPF

Company Performance Factor (CPF). The CPF used in calculating awards payable to our named executive officers under the AIP for fiscal year 2011 was determined by the compensation committee based on a qualitative assessment of the Company’s business and strategic performance. In assessing business performance, the committee considered (1) the Company’s 2011 financial performance based on Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) relative to the 2011 operating plan (accounting for challenges that were present throughout the year), and fourth quarter financial lift; and (2) an evaluation of the Company’s performance in driving the hotel business and improving the Company’s effectiveness of our internet strategy and site, in accordance with eleven pre-determined strategic criteria for success.

The committee determined that the CPF should be set at 60%, representing initially applied a 50% achievement factor for the business portion of the award and a 100% achievement factor for the strategic portion of the award, each weighted 50%, plus the committee’s exercise of to yield a 75% overall CPF, then exercised negative discretion reducing to reduce the CPF from 75% to 60%. The committee approved a final funding pool under the AIP equal to 68% of the target pool, which included to take into account cash incentive retention awards based on a CPF of 60% plus paid earlier in the year to employees and additional cash incentive awards for the Company’s year-end bonuses paid to top performers who are not other than the named executive officers. In determining the factor on the business portion of the award, the committee gave

credit for the positive trajectory of the company over the course of the fiscal year with respect to the completion of the Company’s global platform migration, but also recognized the decrease in financial performance relative to the prior year. In determining the strategic portion of the award, the committee considered that the Company had fulfilled or exceeded the measures for each strategic objective.

Individual Performance. Barney recommended cash incentive awards for each named executive officer (other than himself) in line with his objective of ensuring the relative alignment of the absolute dollar amount of incentive compensation paid to each senior officer with his or her individual performance and contributions, as well as target bonus amounts. The compensation committee approved Barney’s individual performance recommendations for the named executive officers. The compensation committee evaluated Barney’s individual performance for fiscal year 2011 and approved his bonus at 68% of target on the basis that his overall performance was reflected in the corporate results.

Based on each named executive officer’s target bonus percentage, CPF, and individual performance, the amounts paid to each of our named executive officers for fiscal year 2011 under the AIP are set forth in the table below.


Named Executive Officer	FY11 Earnings ($)		Target Bonus (%)			Target Bonus ($)		Actual Bonus ($)

Barney Harford	$	825,000		100	%	$	825,000	$	561,000
Russ Hammer	$	425,000		75	%	$	318,750	$	100,000
Chris Orton	$	320,038		67	%	$	213,790	$	215,000
Tamer Tamar	$	313,490		59	%	$	183,420	$	186,000
Mike Nelson	$	390,000		75	%	$	292,500	$	175,000

During fiscal year 2011, our named executive officers received the following additional cash bonuses not reflected in the table above:

Russ received a cash sign-on bonus of $531,000 from the Company which was designed to make him whole for the estimated annual bonus he would have received had he remained with his prior employer, Crocs, Inc. The actual annual bonus he would have received from Crocs, Inc. was less than $531,000 ($318,600) and Russ agreed to pay back the difference to the Company so that his actual cash sign-on bonus was $318,600. The Company paid all legal fees Russ incurred in connection with this transaction.

Pursuant to the terms of his 2010 letter agreement, Chris received a cash sign-on bonus paid in two installments, $37,500 paid during fiscal year 2010 and $300,000 paid during fiscal year 2011.

Mike received a special recognition bonus of $25,000 from the Company for his outstanding contributions with respect to certain strategic initiatives in the first quarter of fiscal year 2011.

Performance-Based Long-Term Equity-Based Incentive Compensation

The principal goals of our long-term equity-based incentive compensation program are to align the interests of our named executive officers and shareholders and to carefully manage dilution levels by strategically allocating equity grants. On June 10, 2011, the compensation committee approved annual grants of performance-based restricted stock units and service-based restricted stock units for 2011 to the following named executive officers:


Named Executive Officer	Performance- Based Restricted Stock Units (#)		Grant Date Fair Value ($)		Restricted Stock Units (#)		Grant Date Fair Value ($)		Total Grant Date Fair Value ($)

Barney Harford		325,000	$	755,625		275,000	$	639,375	$	1,395,000
Russ Hammer		75,000	$	174,375		—		—	$	174,375
Chris Orton		85,000	$	197,625		65,000	$	151,125	$	348,750
Tamer Tamar		65,000	$	151,125		85,000	$	197,625	$	348,750
Mike Nelson		85,000	$	197,625		65,000	$	151,125	$	348,750

The performance-based restricted stock units granted to each named executive officer, including Barney, vest over four years in equal annual installments, subject to the achievement of a consolidated net revenue goal of $700 million set in March 2011, which was satisfied. Had the Company not achieved this minimum level of performance, these awards would have been forfeited by all of our named executive officers.

The service-based restricted stock units granted to each named executive officer, including Barney, vest over four years in equal annual installments.

The establishment of both service-based and performance-based requirements better aligns the interests of our named executive officers with our shareholders.

The value of these annual grants was generally at or below the median of our peer group and survey data.

During fiscal year 2011, the compensation committee also approved the following equity award for the named executive officers:

On January 3, 2011, Russ received a sign-on equity award consisting of 200,000 restricted stock units and 200,000 stock options with an aggregate grant date fair value of $1,481,000 in connection with his appointment as Chief Financial Officer;

On August 9, 2011, Chris received an equity award consisting of 75,000 restricted stock units with a grant date fair value of $178,500 in connection with his assumption of increased responsibilities with the Company; and

On November 7, 2011, Tamer received an equity award consisting of 75,000 restricted stock units with a grant date fair value of $228,375 in connection with his promotion to Senior Vice President, International.

All Other Compensation

We have a limited program of granting perquisites and other benefits to certain of our named executive officers, including, among other items, housing, commuting, financial planning, travel and parking benefits. None of our named executive officers receives benefits under a defined benefit pension plan or a supplemental executive retirement plan.

Separation and Employment Agreements

See the section entitled “Employment and Severance Arrangements” below for a description of our employment agreements and severance arrangements with our named executive officers as in effect at the end of fiscal year 2010.

Section 162(m)

Favorable accounting and tax treatment of the various elements of our executive compensation program are an important consideration in its design but is not the sole consideration. Section 162(m) of the Code limits the deductibility of certain items of compensation paid to certain named executive officers to $1,000,000 annually, unless the compensation qualifies as “performance-based compensation” or is otherwise exempt under Section 162(m). To maintain flexibility in compensating our named executive officers in a manner designed to promote varying corporate goals, the compensation committee has not adopted a policy that all compensation must be tax deductible. While the compensation committee considers the potential impact of Section 162(m) on our executive compensation decisions, the compensation committee may approve compensation for a named executive officer that does not meet the deductibility requirements of Section 162(m) in order to maintain competitive executive compensation packages and to continue to attract talented leaders.

During fiscal year 2011, the income attributable to the vesting of the performance-based restricted stock units granted in fiscal year 2011 to our named executive officers was structured in a manner intended to qualify as exempt from the deduction limits of Section 162(m). However, because of the fact-based nature of the “performance-based compensation” exception under Section 162(m) and the limited availability of binding guidance thereunder, the Company cannot guarantee that the equity awards will qualify for exemption under Section 162(m). The awards payable to our named executive officers under the AIP and the service-based restricted stock units granted in fiscal year 2010 to our named executive officers were not structured in a manner intended to qualify as exempt from the deduction limits of Section 162(m).

2012 Executive Compensation Decisions

Based on the positive trajectory of the Company in 2011, specifically our strong fourth quarter results and our upward momentum in the hotel business, the Compensation Committee determined that the Company should return to an annual incentive plan for fiscal year 2012 based solely on pre-established, objectively verifiable financial metrics. The AIP for the fiscal year 2012 will focus executives on meeting EBITDA and room night growth objectives that were established to comply with Section 162(m).

In addition, the compensation committee applied basically the same criteria used last year to determine the members of the peer group. This process resulted in using the same peer group as that used in 2010, except that GSI Commerce, Inc. and IAC/InteractiveCorp were removed from the peer group (GSI Commerce, Inc. was acquired and IAC/InteractiveCorp is redundant to Expedia, Inc.), and Blue Nile, Shutterfly, and Ancestry.com were added to the peer group because they fit the criteria. Farient used this revised peer group in conducting its competitive pay analysis in December 2011. In turn, this analysis will provide the basis upon which the compensation committee will make salary, target bonus, and long-term incentive grant decisions for the named executive officers in 2012.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation earned by each of our named executive officers for fiscal years 2011, 2010 and 2009.


Name & Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Barney Harford		2011		825,000	—			1,395,000		—		561,000		56,099		2,837,099
Chief Executive Officer		2010		716,731	—			1,225,000		699,300		418,095		148,163		3,207,289
		2009		622,596	—			1,428,564		1,730,000		1,145,577		266,731		5,193,468
Russell Hammer		2011		425,000	318,600			1,259,375		396,000		100,000		32,848		2,531,823
Senior Vice President,
Chief Financial Officer (6)
Chris Orton		2011		320,038		300,000		527,250		—		215,000		11,751		1,374,039
President,
Orbitz.com & CheapTickets.com (7)
Tamer Tamar		2011		313,490	—			577,125		—		186,000		19,474		1,096,089
Senior Vice President, International,
President, ebookers (8)
Michael J. Nelson		2011		390,000	25,000			348,750		—		175,000		28,746		967,496
President, Partner		2010		380,769	—			196,000		153,600		155,000		33,567		918,936
Services Group		2009		363,462	—			240,300		—		580,000		32,934		1,216,696

(1)

For Tamer, his annual base salary was paid in British Pounds Sterling (“GBP”). The conversion rate from GBPs to U.S. dollars is based on the exchange rate in effect during December of 2011, the last month of fiscal year 2011, or 1.5545 dollars per GBP. Amounts shown include any deferrals made by the named executive officer to the Orbitz Worldwide, Inc. Employee Savings Plan (our qualified 401(k) retirement plan).

(2)	Amounts reported represent discretionary cash bonuses paid to our named executive officers. See the section entitled “Compensation Discussion and Analysis — Short-Term Performance-Based Cash Incentive Compensation” above.

(3)

For fiscal years 2011 and 2010, the amounts reported include the grant date fair value of performance-based restricted stock units (“PSUs”) granted to certain of our named executive officers assuming that the performance conditions are achieved as of the grant date. The 2011 PSUs entitled the holder to receive a certain number of shares of our common stock based on the satisfaction of a minimum financial performance goal during fiscal year 2011, which was satisfied. The 2010 PSUs entitled the holder to receive a certain number of shares of our common stock based on the satisfaction of a minimum financial performance goal during fiscal year 2010, which was satisfied.

(4)

Amounts reported represent awards payable to our named executive officers under the AIP. See the section entitled “Compensation Discussion and Analysis — Short-Term Performance-Based Cash Incentive Compensation” above. For fiscal year 2011, these awards were paid to our named executive officers on or around March 9, 2012.

(5)	Amounts reported in the “All Other Compensation” column for fiscal year 2011 consist of the following:


Name	401(k) Match ($)		Financial Planning and Tax Prep. ($)		Car Benefits & Parking ($)		Housing, Commuting or Relocation ($)		Tax Restoration Payment ($)		Gym Membership ($)		Executive Life and LT Disability ($)		Other ($)		Total ($)
Barney Harford		7,350		10,685		5,400		29,810		—		—		2,854		—		56,099
Russell Hammer		—		22,898		5,400		2,846		—		779		925		—		32,848
Chris Orton		5,028		5,460		—		—		—		—		1,263		—		11,751
Tamer Tamar		—		—		17,721		—		—		—		1,753		—		19,474
Michael J. Nelson		7,350		8,430		8,220		2,253		—		779		1,714		—		28,746

(6)	Compensation for fiscal years 2010 and 2009 is not reported because Russ was not employed by us during those years.

(7)	Compensation for fiscal years 2010 and 2009 is not reported because Chris was not a named executive officer during fiscal year 2010 and was not employed by us during fiscal year 2009.

(8)	Compensation for fiscal years 2010 and 2009 is not reported because Tamer was not a named executive officer during that time.

Grants of Plan-Based Awards During Fiscal Year 2011

The table below sets forth specific information with respect to each grant of an award made under any of our plans to our named executive officers during fiscal year 2011.


															All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards ($/Share)		Closing Price of Stock on Date of Grant		Grant Date Fair Value of Stock and Option Awards



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Plan Awards(2)


	Grant		Threshold		Target		Maximum		Threshold		Target		Maximum
Name	Date		($)		($)		($)		(#)		(#)		(#)		(#)		(#)		(3)		($/Sh)		($)
Barney Harford		6/14/2011														275,000						2.32		639,375
		6/14/2011								—		325,000		—										755,625
		—		—		825,000		1,650,000
Russell Hammer		1/3/2011														200,000						5.41		1,085,000
		1/3/2011																200,000		5.425		5.41		396,000
		6/14/2011								—		75,000		—										174,375
		—		—		318,750		637,500
Chris Orton		6/14/2011														65,000						2.32		151,125
		8/9/2011														75,000						2.46		178,500
		6/14/2011								—		85,000		—										197,625
		—		—		213,790		427,580
Tamer Tamar		6/14/2011														85,000						2.32		197,625
		11/7/2011														75,000						2.97		228,375
		6/14/2011								—		65,000		—										151,125
		—		—		183,420		366,840
Michael J. Nelson		6/14/2011														65,000						2.32		151,125
		6/14/2011								—		85,000		—										197,625
		—		—		292,500		585,000

(1)

These columns show the potential amounts payable to our named executive officers pursuant to the AIP if the target or maximum goals established for fiscal year 2011 by the compensation committee had been satisfied. The AIP did not contain any threshold goals for fiscal year 2011. For a discussion of these performance goals, see the section entitled “Compensation Discussion and Analysis — Performance-Based Short-Term Cash Incentive Compensation” above. The actual amounts payable to our named executive officers under our non-equity incentive plan for fiscal year 2011 are shown in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

(2)

These columns show the number of shares of our common stock underlying PSUs that may be earned by our named executive officers if the minimum performance goal established by the compensation committee was satisfied. For fiscal year 2011, the required performance goal was satisfied and the PSUs were further subject to additional service-based vesting requirements. The PSUs did not contain any threshold or maximum goals for fiscal year 2011. For a discussion of the PSU awards, see “Compensation Discussion and Analysis — Performance-Based Long-Term Equity-Based Incentive Compensation.”

(3)	The exercise price of the stock options granted was equal to the fair market value of our common stock on the date of grant, which the Equity and Incentive Plan defines as the mean between the highest and lowest reported sales price per share of our common stock on the date of grant.

Outstanding Equity Awards at Fiscal Year-End 2011

The table below includes certain information with respect to stock options and restricted stock previously awarded to our named executive officers that were outstanding as of December 31, 2011.


	Option Awards(1)								Stock Awards
									Number		Market
	Number of		Number of						of Shares		Value of
	Securities		Securities						or Units		Shares or
	Underlying		Underlying						of Stock		Units of
	Unexercised		Unexercised		Option		Option		that have		Stock that
	Options (#)		Options (#)		Exercise		Expiration		Not Vested		have Not
Name	Exercisable		Unexercisable		Price ($)		Date		(#)(2)		Vested ($)(3)
Barney Harford		138,750		231,250		4.90		6/02/2017		1,233,321		4,637,287
		729,166		270,834		4.15		1/06/2016
Russell Hammer		—		200,000		5.425		1/03/2018		229,167		861,668
Chris Orton		25,000		75,000		3.77		7/02/2017		337,500		1,269,000
Tamer Tamar		20,000		60,000		4.90		6/02/2017		430,000		1,616,800
Michael J. Nelson		67,319		—		5.22		7/18/2017		247,500		930,600
		20,000		60,000		4.90		6/02/2017
		33,483		100,446		6.28		6/19/2015

(1)

Unless otherwise earlier cancelled, all of the stock options granted vest 25% on the first, second, third and fourth anniversaries of the grant date, except for the stock options granted to Barney on January 6, 2009 and June 2, 2010, which each vest 25% on the first year anniversary of the grant, with the remaining 75% of the stock options vesting ratably over the subsequent 36 month period and the final portion of the options vesting on January 5, 2013 and June 1, 2014, respectively.

(2)	Includes all historical grants of restricted stock units, including PSUs.

(3)	Amounts shown in this column are calculated by multiplying $3.76, the closing sales price per share of our common stock on December 30, 2011, by the number of shares that have not vested.

Option Exercises and Stock Vested in Fiscal Year 2011

The table below includes information, on an aggregate basis, with respect to the exercise of stock options and the vesting of restricted stock and restricted stock units for our named executive officers during fiscal year 2011.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Barney Harford		—		—		285,411		908,709
Russell Hammer		—		—		45,833		141,539
Chris Orton		—		—		37,500		93,750
Tamer Tamar		—		—		97,500		313,750
Michael J. Nelson		—		—		43,750		113,213

Pension Benefits in Fiscal Year 2011

None of our named executive officers participated in fiscal year 2011, or currently participates, in a defined benefit plan sponsored by us or any of our subsidiaries.

Non-Qualified Deferred Compensation in Fiscal Year 2011

Following our separation from Travelport in 2007, we no longer offer a deferred compensation plan for any our executive officers or other non-executive employees.

Potential Payments Upon Termination of Employment

The following table discloses potential payments and benefits under our compensation and benefit plans and other employment arrangements to which our named executive officers would be entitled upon a termination of their employment, assuming the termination of employment occurred on December 31, 2011. See “Employment and Severance Arrangement” below.


Name	Voluntary Resignation ($)			By Company for Cause ($)			By Company Without Cause ($)			By Executive Upon Constructive Termination or Forced Resignation ($)			Change in Control ($)		By Company Without Cause or By Executive Upon Constructive Termination Following Change in Control ($)			Disability or Death ($)
Barney Harford
Cash payments		561,000	(1)		561,000	(1)		2,211,000	(2)		2,211,000	(2)		—		4,125,000	(3)		561,000	(1)
Accelerated Equity Awards		—			—			2,455,712	(4)		2,455,712	(4)		—		4,637,287	(5)		2,455,712	(4)
Continued Perquisites/ Benefits		—			—			—	(6)		—	(6)		—		—	(6)		—
Total		561,000			561,000			4,666,712			4,666,712			—		8,762,287			3,016,712
Russell Hammer
Cash payments		—			—			616,250	(7)		—			—		1,062,500	(10)		—
Accelerated Equity Awards		—			—			258,500	(8)		—			—		861,668	(5)		—
Continued Perquisites/ Benefits		—			—			11,638	(9)		—			—		11,638	(9)		—
Total		—			—			886,388			—			—		1,935,806			—
Chris Orton
Cash payments		—			—			767,580	(10)		—			—		767,580	(10)		—
Accelerated Equity Awards		—			—			352,500	(8)		—			—		1,269,000	(5)		—
Continued Perquisites/ Benefits		—			—			34,611	(9)		—			—		34,611	(9)		—
Total		—			—			1,154,691			—			—		2,071,191			—
Tamer Tamar
Cash payments		—			—			556,500	(11)		556,500	(11)		—		926,460	(12)		—
Accelerated Equity Awards		—			—			578,100	(8)		578,100	(8)		—		1,616,800	(5)		—
Continued Perquisites/ Benefits		—			—			—			—			—		—			—
Total		—			—			1,134,600			1,134,600			—		2,543,260			—
Michael J. Nelson
Cash payments		—			—			975,000	(10)		—			—		975,000	(10)		—
Accelerated Equity Awards		—			—			305,500	(8)		—			—		930,600	(5)		—
Continued Perquisites/ Benefits		—			—			34,853	(9)		—			—		34,853	(9)		—
Total		—			—			1,315,353			—					1,940,453			—

(1)

This amount represents the annual bonus Barney was entitled to receive for fiscal year 2011. In addition, Barney is entitled to severance benefits if the Company is reacquired, directly or indirectly, by Travelport (the “Reacquisition”) and he resigns during the 90-day period beginning on the first anniversary of the Reacquisition. If that had been the case, Barney would have been entitled to: (a) cash payments totaling $1,386,000 (which represents 12 months’ base salary, plus the annual bonus he was entitled to receive for fiscal year 2011) and (b) accelerated vesting of equity awards having an aggregate value of $1,637,142 as of December 31, 2011.

(2)	This amount represents 24 months’ base salary, plus the annual bonus Barney was entitled to receive for fiscal year 2011.

(3)

This amount represents (a) two years’ base salary, (b) two years’ target annual bonus and (c) a pro rata portion of Barney’s target annual bonus through December 31, 2011 (the assumed termination date). Because we have assumed that the termination took place on December 31, 2011, the amount in clause (c) in the preceding sentence is equal to 100% of Barney’s target annual bonus for fiscal year 2011.

(4)

This amount represents the value of those stock options that would have vested in the 18-month period following the assumed termination date (December 31, 2011) and 37.5% of the restricted stock units granted to Barney through December 31, 2011. However, the accelerated vesting of stock options would have no intrinsic value based on the closing sales price per share of our common stock on December 30, 2011.

(5)

This amount represents the value of the full acceleration of the vesting of all then-unvested stock options and executive restricted stock units, as applicable, granted through December 31, 2011. However, the accelerated vesting of stock options would have no intrinsic value based on the closing sales price per share of our common stock on December 30, 2011. The PSU awards granted in 2011 are scheduled to vest under this termination scenario.

(6)

Pursuant to the terms of Barney’s employment agreement, he would have been entitled to receive COBRA continuation medical benefits for (a) 12 months following the termination date in the event his employment was terminated without cause or as a result of a constructive termination not in connection with a change in control or (b) 24 months in the event his employment was terminated without cause or as a result of a constructive termination in connection with or within 24 months following a change in control, or if a change of control was consummated 90 days following such termination. However, as of December 31, 2011, Barney was not participating in any Company-sponsored health or welfare plans.

(7)

This amount represents (a) 12 months’ base salary and (b) an amount equal to the product of the target annual bonus for Russ and the Company Performance Factor for the year of the date of termination, prorated based on the number of days he was employed in the year of termination and for which he had not otherwise received a bonus. Because we assumed that the termination took place on December 31, 2011, the amount in clause (b) in the preceding sentence would equal 60% of the fiscal year 2011 target annual bonus for Russ.

(8)

This amount represents the value of one year of forward vesting of all stock options and executive restricted stock units, as applicable, granted through December 31, 2011. However, the accelerated vesting of stock options would have no intrinsic value based on the closing sales price per share of our common stock on December 30, 2011. The PSU awards granted in 2011 are scheduled to vest under this termination scenario.

(9)	The amounts shown represent the estimated value of COBRA subsidy payments for twelve months following the covered termination, and in the case of Chris and Mike, outplacement benefits.

(10)

This amount represents (a) 12 months’ base salary, (b) an amount equal to the named executive officer’s target annual bonus and (c) an amount equal to the named executive officer’s target annual bonus for the year of the date of termination, prorated based on the number of days he was employed in the year of termination and for which he had not otherwise received a bonus. Because we assumed that the termination took place on December 31, 2011, the amount in clause (c) in the preceding sentence would equal 100% of the named executive officers’ target annual bonus for fiscal year 2011.

(11)

This amount represents (a) 12 months’ base salary and (b) an amount equal to Tamer’s target annual bonus for the year of the date of termination, prorated based on the number of days he was employed in the year of termination and for which he had not otherwise received a bonus. Because we assumed that the termination took place on December 31, 2011, the amount in clause (b) in the preceding sentence would equal 100% of the Tamer’s target annual bonus for fiscal year 2011. The amount set forth above has been converted from GBPs to U.S. dollars based on the exchange rate in effect during December of 2011, the last month of fiscal year 2011, or 1.5545 dollars per GBP.

(12)

This amount represents (a) 18 months’ base salary, (b) an amount equal to Tamer’s target annual bonus and (c) an amount equal to Tamer’s target annual bonus for the year of the date of termination, prorated based on the number of days he was employed in the year of termination and for which he had not otherwise received a bonus. Because we assumed that the termination took place on December 31, 2011, the amount in clause (c) in the preceding sentence would equal 100% of the Tamer’s target annual bonus for fiscal year 2011. The amount set forth above has been converted from GBPs to U.S. dollars based on the exchange rate in effect during December of 2011, the last month of fiscal year 2011, or 1.5545 dollars per GBP.

Accrued Pay and Regular Retirement Benefits. The amounts shown in the table above do not include any payments or benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon a termination of employment. These include:

accrued salary and, if applicable, accrued and unused vacation time; and

distributions of plan balances under our 401(k) plan and Travelport’s non-qualified deferred compensation plan.

Excise Tax Restoration Payment. Upon a change in control as defined in Section 280G of the Code and the treasury regulations issued thereunder, employees may be subject to certain excise taxes. Except for Barney’s employment agreement as described below, we do not indemnify or reimburse any of our named executive officers for any such amounts.

Employment and Severance Arrangements

We have entered into employment agreements with each of our named executive officers that generally provide for minimum base salaries, target bonus under the Company’s annual incentive bonus plan and severance compensation in the case of certain termination events, including, in some cases, in connection with or following a change of control of the Company. The material terms of each named executive officer’s employment agreements are summarized below.

Barney Harford

We entered into an employment agreement with Barney, our Chief Executive Officer, on January 6, 2009. The employment agreement sets forth the terms and conditions of Barney’s employment as the Company’s Chief Executive Officer through January 6, 2013. The term of Barney’s employment will automatically extend for additional one-year periods, unless one party provides the other party with at least 180 days prior written notice. In addition, during the term, the Company has agreed to use reasonable best efforts to have Barney re-elected to the board.

Pursuant to the employment agreement, Barney would receive a minimum annual base salary of $625,000 during the first year of his employment and $675,000 thereafter. Effective September 22, 2010, the annual base salary for Barney was increased from $675,000 to $825,000. Barney will also be eligible for an annual bonus that has a target payment equal to 100% of his annual salary (and a maximum payment of 200% of his annual salary), subject to the terms and conditions of the Company’s annual bonus plan and further subject to the satisfaction of any performance goals, criteria or targets as may be established by the board (or the compensation committee).

Either party may terminate Barney’s employment at any time for any reason, provided that Barney provides 30 days written notice to the Company prior to his resignation. If Barney’s employment is terminated during the term of the employment agreement, he will be entitled to receive all amounts earned, including any annual bonus earned for the immediately preceding fiscal year, but unpaid, as of the termination date. If the termination of employment is due to death or disability, he will also be entitled to receive a pro rata portion of any annual bonus he would have been entitled to receive for the year in which the termination occurs. If the termination of employment is by the Company without “Cause” or as a result of a “Constructive Termination” not in connection with a “Change in Control” (in each case, as such terms are defined in the employment agreement), Barney will also be entitled to receive, subject to his execution of a separation and release agreement, continued payment of his then-current base salary for a period of 24 months, a pro rata portion of any annual bonus he would have been entitled to receive for the year in which the termination occurs and COBRA continuation medical benefits for twelve months following the termination date. If the termination of employment is by the Company without Cause or as a result of a Constructive Termination in connection with or within 24 months following a Change in Control, or a Change in Control is consummated 90 days following such termination (and such termination was in contemplation of the Change in Control), Barney will also be entitled to receive, subject to his execution of a separation and release agreement, a lump sum cash payment equal to the sum of: two years of his then-current base salary, two years of his then-current target annual bonus and a pro rata portion of his target annual bonus through the termination date, and COBRA continuation medical benefits for 24 months following the termination date.

Notwithstanding the foregoing severance provisions, if the Company is reacquired, directly or indirectly, by Travelport (the “Reacquisition”) during the term of the employment agreement, Barney may elect to resign his employment with the Company (with such resignation to be effective during the 90 day period beginning on the first anniversary of the Reacquisition). In the event of such resignation, Barney will be entitled to receive (i) all amounts earned, including any annual bonus earned, but unpaid, as of the termination date; (ii) subject to his execution of a separation and release agreement, continued payment of his then-current base salary for a period of twelve months; and (iii) COBRA continuation medical benefits for twelve months following the termination date. If Barney’s employment is terminated by the Company without Cause or as a result of a Constructive Termination (other than the diminution of duties or responsibilities directly resulting from the Reacquisition) in connection with or within twelve months following the Reacquisition, or the Reacquisition occurs within 90 days following such termination (and such termination was in contemplation of the Reacquisition), then the Reacquisition will be treated as a Change in Control under the employment agreement and Barney will be entitled to the Change in Control payments set forth in the paragraph immediately above.

As part of the package necessary to secure his services, the compensation committee agreed to a tax restoration payment to Barney in the event that any severance benefits or payments he is entitled to receive in connection with a Change in Control or a Reacquisition are subject to excise tax (or in certain circumstances otherwise requires that the amount of such payments be reduced to the extent such reduction would eliminate the excise tax obligation).

The employment agreement contains covenants regarding non-competition and non-solicitation that apply during Barney’s employment with the Company and generally for a period of one year following the date he ceases to be employed by the Company. The employment agreement also requires that Barney generally not disclose confidential information about the Company.

Russell Hammer

On January 3, 2011, Orbitz Worldwide, Inc. announced the appointment of Russell Hammer as the Company’s Senior Vice President, Chief Financial Officer effective January 1, 2011. In connection with Russ’s appointment, the Company and Russ entered into an offer letter dated December 30, 2010 (the “Letter Agreement”) that sets forth the terms and conditions of Russ’s employment as the Company’s Senior Vice President, Chief Financial Officer. Under the Letter Agreement, Russ will receive a minimum annual base salary of $425,000. Russ will be eligible for an annual bonus that has a target payment no less than 75% of his annual salary in years 2011 and 2012, subject to the terms and conditions of the Company’s annual bonus plan and further subject to the satisfaction of any performance goals, criteria or targets as may be established by the Board (or the Compensation Committee thereof).

Either party may terminate Russ’s employment at any time for any reason, with or without cause. If within the first two years of his employment, Russ’s employment is terminated without “Cause” not in connection with a “Change in Control” (in each case, as such terms are defined in the Letter Agreement), Russ will be entitled to receive, subject to his execution of a release agreement, (i) a lump sum cash payment equal to his annual base salary in effect on the date of termination, (ii) a lump sum cash payment equal to a prorated portion of the product of his then-current annual target bonus and the actual funding percentage used in calculating the bonus awards to the executive officers during the year of termination, to be paid when annual bonuses, if any, are paid to the Company’s executive officers and (iii) COBRA continuation medical benefits for 12 months following the termination date. If within one year following a Change in Control, Russ’s employment is terminated without “Cause” or as a result of a “Constructive Termination” (in each case, as such terms are defined in the Letter Agreement), Russ will be entitled to receive, subject to his execution of a release agreement, (i) a lump sum cash payment equal to his annual base salary in effect on the date of termination, (ii) a lump sum cash payment equal to his then-current annual target bonus, (iii) a lump sum cash payment equal to a prorated portion of this then-current annual target bonus through the termination date, and (iv) COBRA continuation medical benefits for 12 months following the termination date. Following completion of two years of his employment, Russ will be subject to the Company’s executive severance plan, if any, for the Company’s most senior officers (other than the chief executive officer) at that time and not by the severance provisions described above.

The Letter Agreement contains covenants regarding non-competition and non-solicitation that apply during Russ’s employment with the Company and generally for a period of two years following the date he ceases to be employed by the Company.

Michael J. Nelson and Chris Orton

Pursuant to the letter agreements we entered into with each of Mike and Chris, in the event the executive officer is terminated by the Company other than for “Cause,” or he resigns as a result of a “Constructive Termination” (in each case, as such terms are defined in the respective letter agreements) within one year following a “Change in Control” (as defined in the Equity and Incentive Plan), and he executes (and does not revoke) a separation and general release agreement (waiving all claims against the Company) and a restrictive covenant agreement under which he agrees not to compete with the Company and not to solicit the Company’s employees and customers for a period of twelve months following his termination of employment, each will receive a lump sum cash payment equal to: (a) one year of his then current base salary, (b) his then-current target annual bonus and (c) his target annual bonus for the year in which his employment terminates (prorated based on the number of days he was employed in the year of termination and for which he had not otherwise received or been eligible for a bonus in respect of such year). They are each also entitled to COBRA continuation medical benefits for 12 months following termination.

Each of the letter agreements also contains restrictive covenants regarding non-competition and non-solicitation that apply during the executive officer’s employment with the Company and for a period of twelve months following the date he ceases to be employed by the Company. In addition, the letter agreements require that each executive officer generally not disclose confidential information about the Company.

Tamer Tamar

We entered into an employment agreement with Tamer, our Senior Vice President, International and President, ebookers, on April 29, 2009. Pursuant to the employment agreement, Tamer is currently receiving a base salary of approximately $385,000. Tamer will also be eligible for an annual bonus that has a target payment equal to 50% of his annual salary, subject to the terms and conditions of the Company’s annual bonus plan and further subject to the satisfaction of any performance goals, criteria or targets as may be established by the board (or the compensation committee). Tamer is also entitled to a travel allowance of $3,300 each month, subject to taxes.

Either party may terminate Tamer’s employment at any time for any reason, by giving three months prior notice (the Company may elect to give pay in lieu of notice). If Tamer’s employment is terminated during the term of the employment agreement, he will be entitled to receive all amounts earned, including any annual bonus earned for the immediately preceding fiscal year, but unpaid, as of the termination date. If the termination of employment is by the Company without cause or as a result of a “Forced Resignation” (in each case, as such terms are described or defined in Tamer’s employment agreement), Tamer will also be entitled to receive, subject to his execution of a separation and release agreement, a lump sum payment of twelve months of base salary, a pro rata portion of your target bonus for the year in which the termination occurs and twelve months of accelerated vesting on any unvested equity. If the termination of employment is by the Company without cause or as a result of a constructive dismissal in connection with a “Change in Control” (in each case, as described or defined in Tamer’s employment agreement), Tamer will also be entitled to receive, subject to his execution of a separation and release agreement, a lump sum cash payment equal to the sum of: (a) eighteen months of his then-current base salary, (b) one year of his then-current target annual bonus and (c) a pro rata portion of his target annual bonus through the termination date, and full vesting of his unvested equity.

The employment agreement contains covenants regarding non-competition and non-solicitation that apply during Tamer’s employment with the Company and generally for a period of six months following the date he ceases to be employed by the Company. The employment agreement also requires that Tamer generally not disclose confidential information about the Company.

DIRECTOR COMPENSATION

Members of the board who are also our employees or employees of our subsidiaries are not compensated for their service on the board or any of its committees. In fiscal year 2011, our non-employee directors received a $100,000 annual equity grant made in the form of deferred stock units (“DSUs”) under the Orbitz Worldwide, Inc. Non-Employee Directors Deferred Compensation Plan (the “Non-Employee Directors Deferred Compensation Plan”).

The DSUs are issued as restricted stock units under the Equity and Incentive Plan. DSUs granted in payment of director fees (as explained in further detail below) are granted on the date that the deferred fees would have otherwise been paid to the director. DSUs granted under the Non-Employee Directors Deferred Compensation Plan are immediately vested and non-forfeitable. The DSUs entitle the non-employee director to receive one share of our common stock for each deferred stock unit on (a) the date immediately following the director’s retirement or termination of service from the board in the case of deferred stock units granted during 2011, and (b) the date which is 200 days immediately following the director’s retirement or termination of service from the board in the case of deferred stock units granted prior to 2011 or if required by Section 409A of the Code. The board recently revised DSUs for any future annual equity awards to allow the non-employee directors to receive their shares underlying the DSUs upon the earlier of the first anniversary of the date of grant, a change in control or the date immediately following a non-employee director’s retirement or termination of service from the board, subject to any 200-day waiting requirement under Section 409A of the Code. The number of DSUs granted to each non-employee director is calculated based on the “fair market value” of our common stock on the date of grant which the plan defines as the mean between the highest and lowest reported sales price per share of our common stock on the date of grant (or if the date of grant is not a trading day, on the last preceding date on which there was a sale of our common stock).

In addition, our non-employee directors receive the following retainers:

all non-employee directors receive a retainer fee of $75,000 per annum;

the Chair of the audit committee receives an additional annual retainer of $20,000, and members of the audit committee receive an additional annual retainer of $10,000;

the Chair of the compensation committee receives an additional annual retainer of $15,000, and members of the compensation committee receive an additional annual retainer of $7,500; and

the Chair of the nominating and corporate governance committee receives an additional annual retainer of $10,000, and members of the nominating and corporate governance committee receive an additional annual retainer of $5,000.

For the year ended December 31, 2011, all of the foregoing retainers were paid on a quarterly basis on the last day of the quarter. Non-employee directors may elect to receive all or any portion of the annual retainer and any committee annual retainers in cash or in the form of DSUs, which entitle the non-employee director to receive one share of our common stock for each DSU on the date immediately following the director’s retirement or termination of service from the board or the date which is 200 days immediately following the director’s retirement or termination of service from the board if required by Section 409A of the Code.

Directors are also reimbursed for travel and related expenses incurred on our behalf.

Director Compensation for Fiscal Year 2011

The following table details the total compensation for our non-employee directors for fiscal year 2011. Messrs. Cobb and Schorr resigned from the board and Ms. Leslie and Mr. Friedman were appointed to the board in March 2011. Mr. Fox resigned from the board and Mr. Britton was appointed to the board in April 2011. Mr. Griffith resigned from the board and Mr. Esterow was appointed to the board in August 2011.


	Fees
	Earned		Stock
	or Paid in		Awards
Name	Cash ($)(1)		($)(2)		Total ($)
Jeff Clarke		—		175,000		175,000
Martin J. Brand(3)		75,000		124,932		199,932
Mark S. Britton		96,580		114,247		210,827
William C. Cobb		23,347		—		23,347
Kenneth S. Esterow		29,552		81,694		111,246
Richard P. Fox		27,618		—		27,618
Robert L. Friedman(3)		57,708		119,178		176,886
Bradley T. Gerstner		—		202,010		202,010
Jill A. Greenthal		41,924		141,924		183,848
William J.G. Griffith, IV(4)		—		145,448		145,448
Kristina M. Leslie		113,218		119,178		232,396
Paul C. Schorr, IV(3)		16,667		—		16,667
Jaynie Miller Studenmund		135,000		100,000		235,000

(1)	For fiscal year 2011, all directors received retainers and members of the audit committee received additional special meeting fees for services relating to additional work on the audit committee, at the request of the board.

(2)

As described above, for fiscal year 2011, all directors could elect to receive all or any portion of retainers in the form of DSUs. In addition, the annual equity grant to non-employee directors was made in the form of DSUs. The number of DSUs granted to each non-employee director was calculated based on the “fair market value” of our common stock on the date of grant, as defined by the Equity and Incentive Plan. The 2011 annual grants to the following non-employee directors included additional DSUs prorated from the respective start date of each non-employee director: Mr. Brand (proration for March 4, 2010 to June 2, 2010), Mr. Gerstner (proration for March 4, 2010 to June 2, 2010), Mr. Friedman (proration for March 25, 2011 to June 2, 2011), Ms. Leslie (proration for March 25, 2011 to June 2, 2011) and Mr. Britton (proration for April 12, 2011 to June 2, 2011).

(3)

Compensation for Messrs. Brand, Schorr and Friedman was paid directly to Blackstone Management Partners L.L.C., the investment advisor to certain of the Blackstone entities for which Blackstone Capital Partners (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., BCP (Cayman) V-S L.P. and BCP V Co-Investors (Cayman) L.P. serve as alternative investment vehicles.

(4)	Compensation for Mr. Griffith was directly paid to TCV VI Management, L.L.C., of which Mr. Griffith was a member in 2011.

SECURITY OWNERSHIP

Security Ownership by Directors, Director Nominees, Named Executive Officers and Executive Officers

The following table sets forth, as of March 31, 2012, certain information with respect to the beneficial ownership of our common stock by (1) our directors and director nominees, (2) each of our named executive officers, and (3) our executive officers and directors as a group.

The percentage of beneficial ownership for the following table is based on 103,978,188 shares of our common stock outstanding as of March 31, 2012. Beneficial ownership is determined under the rules and regulations of the Securities and Exchange Commission and does not necessarily indicated beneficial ownership for any other purpose. Under these rules, shares are deemed to be beneficially owned by any person or group who has the power to vote or direct the vote or the power to dispose or direct the disposition of such shares, or who has the right to acquire beneficial ownership thereof within 60 days of March 31, 2012, through the exercise (or distribution, as applicable) of any option, unit or other right. Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to our common stock. Except as otherwise noted, the address of each beneficial owner is: c/o Orbitz Worldwide, Inc., 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661.


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned			Deferred Stock Units(1)
Directors:
Martin J. Brand(2)		66,993		*			26,398
Mark S. Britton(3)		38,402		*			—
Jeff Clarke(4)		545,754		*			146,593
Kenneth Esterow(5)		35,830		*			—
Robert L. Friedman(2)		40,059		*			—
Bradley T. Gerstner(6)		186,570		*			32,389
Jill A. Greenthal(2)		51,820		*			116,275
Kristina M. Leslie(7)		40,059		*			—
Jaynie Miller Studenmund(8)		33,613		*			128,795
Named Executive Officers:
Russell C. Hammer(9)		97,612		*			—
Barney Harford(10)		1,589,465		1.5	%		—
Michael J. Nelson(11)		304,625		*			—
Christopher Orton(12)		42,745		*			—
Tamer Tamar(13)		109,675		*			—
All directors and executive officers as a group (17 persons)(14)		3,383,649		3.2	%		—

*	Less than one percent.

(1)

Represents deferred stock units (“DSUs”) granted on or prior to January 1, 2011. Each DSU granted on or prior to January 1, 2011 represents a right to receive one share of our common stock on the date which is 200 days immediately following the director’s retirement or termination of service from the board, or a time period otherwise required by Section 409A of the Code. DSUs granted on or prior to January 1, 2011 have not been included in the columns entitled “Number of Shares Beneficially Owned” or “Percentage of Shares Beneficially Owned”.

DSUs granted on or after January 1, 2011 represent a right to receive one share of our common stock on the date immediately following the director’s retirement or termination of service from the board in the event of a director’s resignation or termination from service. DSUs granted on or after January 1, 2011 have been included in the number of shares shown to be beneficially held by each director for purposes of compliance with the rules and regulations of the Securities Exchange Commission. Each DSU, regardless of when granted by the board, is immediately vested and non-forfeitable.

DSUs that would have been otherwise granted to Mr. Brand were granted to Blackstone Management Partners L.L.C. (“BMP”). As of March 31, 2012, the number of DSUs held by BMP was 143,875.

(2)

Includes 41,993, 40,059, and 51,820 shares of common stock subject to distribution pursuant to DSUs held by Mr. Brand, Mr. Friedman, and Ms. Greenthal, respectively. Excludes an aggregate of 55,046,598 shares beneficially owned by Blackstone LR Associates (Cayman) V Ltd. (“BLRA”) and BCP V GP L.L.C., and 143,875 shares of DSUs held by BMP. Mr. Brand is a member of BCP V GP L.L.C. Ms. Greenthal and Mr. Friedman are employed by affiliates of BLRA. Ms. Greenthal and Messrs. Brand and Friedman disclaim beneficial ownership of such shares.

(3)	Reflects shares of common stock subject to distribution pursuant to DSUs.

(4)	Includes 66,030 shares of common stock subject to distribution pursuant to DSUs. Mr. Clarke’s address is c/o Travelport Limited, 150 Spear Street, Suite 1050, San Francisco, CA 94105.

(5)	Reflects shares of common stock subject to distribution pursuant to DSUs. Mr. Esterow became a director in August 2011 to fill the vacancy created by the departure of William J. G. Griffith, IV.

(6)

Represents 111,000 shares owned directly by Altimeter Partners Fund, L.P. Altimeter Capital Management LLC has voting and dispositive power over the shares owned by Altimeter Partners Fund, L.P. Mr. Gerstner is the Chief Executive Officer and sole owner of Altimeter Capital Management LLC. Also includes 75,570 shares of common stock subject to distribution pursuant to DSUs.

(7)	Reflects shares of common stock subject to distribution pursuant to DSUs.

(8)	Reflects shares of common stock subject to distribution pursuant to DSUs.

(9)	Includes 50,000 shares of our common stock subject to stock options that are vested and exercisable within 60 days of March 31, 2012 and 8,333 shares of our common stock subject to RSU vesting within 60 days of March 31, 2012.

(10)

Includes 1,010,624 shares of our common stock subject to stock options that are vested and exercisable within 60 days of March 31, 2012, 62,500 shares issuable upon exercise of performance stock units that are vested and exercisable, and 208,631 shares of our common stock subject to RSU vesting within 60 days of March 31, 2012.

(11)	Includes 187,765 shares of our common stock subject to stock options, and 10,000 shares issuable upon exercise of performance stock units that are vested and exercisable.

(12)	Includes 25,000 shares of our common stock subject to stock options that are vested and exercisable within 60 days of March 31, 2012.

(13)	Includes 20,000 shares of our common stock subject to stock options that are vested and exercisable within 60 days of March 31, 2012.

(14)

Includes (i) 1,361,712 shares subject to stock options exercisable within 60 days of March 31, 2012, (ii) 423,376 shares subject to distribution pursuant to DSUs, (iii) 216,964 shares subject to RSU vesting within 60 days of March 31, 2012, and (iv) 82,500 shares subject to performance stock units that are vested and exercisable, and held by all directors and executive officers as a group. Shares beneficially owned by BLRA and BCP V GP L.L.C have been excluded for purposes of the presentation of the beneficial ownership of our common stock by our directors and named executive officers as a group. See footnote (1) to the table “Security Ownership by Certain Other Beneficial Owners” below for additional information on the beneficial ownership of our common stock by BLRA, BCP V GP L.L.C. and its affiliates.

Security Ownership by Certain Other Beneficial Owners

The following table sets forth, as of March 31, 2012, unless otherwise indicated, certain information with respect to the beneficial ownership of our common stock by persons known by us to beneficially own more than 5% of the outstanding shares of our common stock. The percentage of beneficial ownership for the following table is based on 103,978,188 shares of our common stock outstanding as of March 31, 2012.


Name of Beneficial Owner	Shares of Common Stock		Percent
Affiliates of The Blackstone Group(1)		55,046,598		52.9	%
PAR Investment Partners, L.P.(2)		24,605,094		23.7	%

(1)	Excludes 143,875 deferred stock units held by BMP and is based solely on a Schedule 13D filed with the SEC on January 28, 2010. TDS Investor (Luxembourg) S.à r.l., a Luxembourg company (“Luxco”), directly

owns 48,817,419 shares of our common stock. TDS Investor (Cayman) L.P., a Cayman Islands limited partnership (“TDS Cayman”), through its wholly-owned subsidiaries, indirectly owns Luxco and, as such, may be deemed to be the beneficial owner of 48,817,419 shares of our common stock. The BCP Funds (as defined below), the Blackstone Funds (as defined below) and Blackstone Family Investment Partnership (Cayman) V-SMD L.P. (collectively, the “Blackstone LPs”) together directly own 6,229,179 shares of our common stock, of which 2,608,507 shares are directly owned by Blackstone Capital Partners (Cayman) V L.P., a Cayman Islands limited partnership (“BCP”). TDS Investor (Cayman) GP Ltd., a Cayman Islands company (“TDS Cayman GP”), is the general partner of TDS Cayman. Blackstone Capital Partners (Cayman) V L.P., BCP (Cayman) V-S L.P., Blackstone Capital Partners V-A L.P. and BCP V Co-Investors (Cayman) L.P. (collectively, the “BCP Funds”), Blackstone Family Investment Partnership (Cayman) V L.P. and Blackstone Participation Partnership (Cayman) V L.P. (collectively, the “Blackstone Funds”) and Blackstone Family Investment Partnership (Cayman) V-SMD L.P. collectively have voting control over TDS Cayman GP and collectively have investment and voting control over the shares of our common stock that are directly and indirectly owned by TDS Cayman. Blackstone Management Associates (Cayman) V L.P., a Cayman Islands limited partnership (“BMA”), is a general partner of each of the BCP Funds. BLRA (as defined above) and BCP V GP L.L.C. are general partners of BMA and each of the Blackstone Funds. As a general partner of each of the BCP Funds, BMA may be deemed to be a beneficial owner of 55,046,598 shares of our common stock. As a general partner of the Blackstone Funds and BMA, BLRA and BCP V GP L.L.C. may also be deemed to be a beneficial owner of such shares. Stephen A. Schwarzman is a director and controlling person of BLRA and chief executive officer and controlling person of BCP V GP L.L.C. and, as such, may be deemed to be a beneficial owner of such shares. Mr. Schwarzman disclaims beneficial ownership of any shares of our common stock reported herein, except to the extent of his pecuniary interest therein. The address of the business office of each of Luxco, TDS Cayman GP and TDS Cayman is c/o Travelport Limited, 400 Interpace Parkway, Building A, Parsippany, New Jersey 07054. The address of the business office of each of BCP, BMA, BLRA, BCP V GP L.L.C. and Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154.

(2)

Based solely on a Schedule 13D/A filed by PAR Capital Management, Inc. with the SEC on February 5, 2010. Represents shares held directly by PAR Investment Partners, L.P. (“PAR”). PAR Group, L.P. (“PAR Group”) is the general partner of PAR. PAR Capital Management, Inc. (“PCM”) is the general partner of PAR Group. Each of PAR Group and PCM disclaims beneficial ownership of such shares. The business mailing address for PAR Investment Partners, L.P. is c/o PAR Capital Management, Inc., One International Place, Suite 2401, Boston, Massachusetts 02110.

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO THE EQUITY

AND INCENTIVE PLAN TO INCREASE THE NUMBER

OF SHARES AVAILABLE FOR ISSUANCE

General

In order to give the compensation committee the flexibility to responsibly address our future equity compensation needs, at the Annual Meeting our shareholders will be asked to approve certain amendments to the Equity and Incentive Plan to (i) increase the number of shares reserved for issuance under the Equity and Incentive Plan by 3,000,000 shares, (ii) increase the number of available performance goals to include room nights and (iii) delete a liberal share recycling provision.

Unless otherwise instructed, the proxy holders will vote the proxies received by them“FOR” approval of the amendments to the Equity and Incentive Plan described herein. This Proposal 2 will be approved by our shareholders if, at the Annual Meeting, a quorum is present and a majority of the shares present in person or represented by proxy and entitled to vote on the proposal are voted in favor of the proposal. If this Proposal 2 is not approved by the Company’s shareholders at the Annual Meeting, these amendments will not take effect and the Equity and Incentive Plan approved at the 2011 Annual Meeting will remain in effect.

The following is a summary of terms of the Equity and Incentive Plan, as it is proposed to be amended. This summary is qualified in its entirety by reference to the complete text of the Equity and Incentive Plan, as proposed to be amended, which is attached as Appendix A to this Proxy Statement and incorporated herein by reference. The summary is not intended to be a complete description of the terms of the Equity and Incentive Plan.

Material Features of the Equity and Incentive Plan

General

The Equity and Incentive Plan provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity-based awards to our directors, executive officers and other employees, advisors and consultants who are selected by the compensation committee for participation in the Equity and Incentive Plan.

Shares Available for Issuance

The total number of shares of our common stock currently reserved for issuance under the Equity and Incentive Plan is 21,100,000 shares, of which 9,799,186 shares were outstanding and 7,550,125 shares were available for future issuance as of December 31, 2011. If this amendment is approved by shareholders, the total number of shares of our common stock reserved for issuance under the Equity and Incentive Plan would increase by 3,000,000 to 24,100,000 shares. The number of shares of our common stock reserved for issuance under the Equity and Incentive Plan is subject to adjustment on account of mergers, consolidations, reorganizations, stock splits and other dilutive changes in our common stock. Shares of our common stock subject to equity-based awards that are forfeited, cancelled, exchanged, surrendered or terminated or that expire will again be available for issuance under the Equity and Incentive Plan. The compensation committee has a targeted budget of 3,850,000 shares to be granted under the Equity and Incentive Plan for fiscal year 2012, which annual budget represents approximately 3.7% of the total shares of our common stock outstanding as of December 31, 2011. The proposed budget is substantially similar to our budget for fiscal year 2011. We believe a targeted budget of 3,850,000 shares is the number of shares we can grant to remain competitive relative to our peer group and the market generally and that the overall dilution rate of 2.9% resulting from the additional shares issued under the Equity and Incentive Plan is necessary and responsible.

During fiscal year 2012, we do not anticipate granting awards in excess of 3,850,000 shares, which is slightly more than the number of shares granted in fiscal year 2011. The shares reserved for grant during fiscal year 2012 represent approximately 3.7% of the total shares of our common stock currently outstanding which is approximately at the median of our peer group. Based on the chart below, if this proposal is not approved by the Company’s shareholders at the Annual Meeting, the number of shares available for issuance under the Equity and Incentive Plan will be such that we may be unable to make competitive grants after fiscal year 2012.


	Number of Shares
Shares authorized for issuance under the Equity and Incentive Plan		21,100,000
Shares granted (less cancellations and forfeitures) through December 31, 2011		(13,549,875	)

Shares available for grant as of December 31, 2011		7,550,125
Projected shares to be granted during fiscal year 2012		(3,850,000	)

Projected shares available for grant as of December 31, 2012		3,700,125
Additional shares proposed under this amendment		3,000,000

Total projected shares available for issuance under the Equity and Incentive Plan, as proposed to be amended, as of December 31, 2012		6,700,125

The 3,000,000 shares to be added to the Equity and Incentive Plan pursuant to the amendment to the Equity and Incentive Plan, in combination with the remaining shares available for issuance and shares returned to the plan from shares forfeited, cancelled, exchanged, surrendered or terminated or that expire, is expected to satisfy our equity compensation needs through the 2013 Annual Meeting. This being the case, if this proposal is approved, we anticipate seeking the authorization of additional shares under the Equity and Incentive Plan prior to the Equity and Incentive Plan’s expiration or further extension in 2017.

Administration

The Equity and Incentive Plan is administered by the compensation committee, which is comprised solely of independent directors. The compensation committee has the authority, among other things, to determine who will be granted awards and all of the terms and conditions of the awards. The compensation committee is also authorized to determine to what extent an award may be settled, cancelled, forfeited or surrendered, to interpret the Equity and Incentive Plan and any awards granted thereunder and to make all other determinations necessary or advisable for the administration of the Equity and Incentive Plan. Where the vesting or payment of an award under the Equity and Incentive Plan is subject to the attainment of performance goals, the compensation committee is responsible for certifying that the performance goals have been attained. Neither the compensation committee nor the board has the authority under the Equity and Incentive Plan to reprice, or to cancel and re-grant, any stock option granted under the Equity and Incentive Plan, or to take any action that would lower the exercise, base or purchase price of any award granted under the Equity and Incentive Plan without first obtaining the approval of our shareholders.

Equity Incentive Programs

The Equity and Incentive Plan limits the maximum number of shares of our common stock that may be subject to equity awards granted to a single participant in any plan year. Under the Equity and Incentive Plan, no participant may receive awards of non-qualified stock options and stock appreciation rights that cover in the aggregate more than 5,000,000 shares in any plan year. Additionally, no participant may receive awards of restricted stock, restricted stock units and other stock-based awards that cover in the aggregate more than 2,500,000 shares in any plan year. Further, no participant may receive during each calendar year awards in excess of 1,000,000 shares of our common stock subject to “incentive stock options” issued under Section 422 of the Code.

If any shares of our common stock subject to an award granted under the Equity and Incentive Plan are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of shares of our common stock, or if shares of common stock are surrendered or withheld as payment of either the exercise price of an award or withholding taxes in respect of an award, those shares will again be available for

awards under the Equity and Incentive Plan. In the event that the compensation committee determines that any corporate event, such as a stock split, reorganization, merger, consolidation, repurchase or share exchange, affects our common stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of plan participants, then the compensation committee will make those equitable adjustments as it deems necessary or appropriate to any or all of:

the number and kind of shares of our common stock or other property that may thereafter be issued in connection with future awards;

the number and kind of shares of our common stock or other property that may be issued under outstanding awards;

the exercise price or purchase price of any outstanding award;

the performance goals applicable to outstanding awards; and

the maximum number of shares of our common stock that can be issued to any one participant in any one year.

The compensation committee determines all of the terms and conditions of equity-based awards under the Equity and Incentive Plan, including whether the vesting or payment of an award will be subject to the attainment of performance goals.

Performance Goals

Equity-based awards under the Equity and Incentive Plan may be based on attainment of performance goals to be determined by the compensation committee at its discretion. The compensation committee may base performance goals on any one or more of the following criteria, determined in accordance with generally accepted accounting principles, and any objectively verifiable adjustment(s) thereto permitted and pre-established by the compensation committee in accordance with Section 162(m), where applicable:

pre-tax income or after-tax income;

income or earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, royalties, or extraordinary or special items;

net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements;

earnings or book value per share (basic or diluted);

return on assets (gross or net), return on investment, return on capital, or return on equity;

return on net revenue;

cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital;

economic value created;

operating margin or profit margin;

room nights;

stock price or total shareholder return;

income or earnings from continuing operations;

cost targets, reductions and savings, productivity and efficiencies; and

strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to divestitures, joint ventures and similar transactions.

The performance goals are expressed in terms of attaining a specified level of the particular criterion or an increase or decrease in the particular criterion, and may be applied to us or one of our subsidiaries or divisions or

strategic business units or a combination thereof, or may be applied to our performance relative to a market index (including industry or general market indices), or group of other companies, all as determined by the compensation committee. The compensation committee will have the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events, in response to changes in laws or regulations or to account for extraordinary or unusual events.

With respect to participants who are “covered employees” within the meaning of Section 162(m) of the Code, no payment may be made with respect to performance-based grants of equity awards that are intended to comply with Section 162(m) prior to certification by the compensation committee that the applicable performance goals have been attained.

Stock Options and Stock Appreciation Rights

The compensation committee will determine the terms and conditions of stock options and stock appreciation rights granted under the Equity and Incentive Plan, which will be set forth in the award agreement. Stock options granted under the Equity and Incentive Plan may be “incentive stock options” or non-qualified stock options. A stock appreciation right confers on the participant the right to receive an amount, in cash or shares of our common stock, equal to the excess of the fair market value of a share of our common stock on the date of exercise over the exercise price of the stock appreciation right, and may be granted alone or in tandem with another award. The exercise price of a stock option or stock appreciation right granted under the Equity and Incentive Plan will not be less than the fair market value of our common stock on the date of grant. The exercise price of a stock appreciation right granted in tandem with a stock option will be the same as the stock option to which the stock appreciation right relates. The vesting of a stock option or stock appreciation right will be subject to such conditions as the compensation committee may determine, which may include the attainment of performance goals.

Restricted Stock

The compensation committee will determine the terms and conditions of awards of restricted stock granted under the Equity and Incentive Plan, which will be set forth in the award agreement. A restricted stock award granted under the Equity and Incentive Plan will consist of shares of our common stock that may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the applicable award agreement or until such time as the restrictions applicable to the award lapse. Under the Equity and Incentive Plan, the compensation committee will have the authority to determine the participants to whom restricted stock will be granted and the terms and conditions of restricted stock awards, including whether the lapse of restrictions applicable to the award will be subject to the attainment of one or more performance goals. Certificates issued in respect of shares of restricted stock will be held by us until such time as the restrictions lapse, at which time we will deliver a certificate to the participant.

Restricted Stock Units

A restricted stock unit is an award of a right to receive a share of our common stock. These awards will be subject to such restrictions on transferability and other restrictions, if any, as the compensation committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including without limitation a specified period of employment or the satisfaction of pre-established performance goals), in such installments, or otherwise, as the compensation committee may determine.

Dividends

The compensation committee may determine that the holder of restricted stock or restricted stock units may receive dividends (or dividend equivalents, in the case of restricted stock units) that may be deferred during the restricted period applicable to these awards.

Term; Amendment

No awards will be made under the Equity and Incentive Plan after July 19, 2017. The board may amend or terminate the Equity and Incentive Plan at any time, provided that the amendment or termination does not adversely affect any award that is then outstanding without the award holder’s consent. We must obtain shareholder approval of an amendment to the Equity and Incentive Plan if shareholder approval is required to comply with any applicable law, regulation or stock exchange rule.

The board recommends a vote FOR approval of the amendments to the Equity and Incentive Plan to increase the number of shares reserved for issuance under the Equity and Incentive Plan by 3,000,000 shares, increase the number of available performance goals to include room nights and delete a liberal share recycling provision.

PROPOSAL 3

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF

THE ORBITZ WORLDWIDE, INC. PERFORMANCE-BASED

ANNUAL INCENTIVE PLAN

At the Annual Meeting, our shareholders will be asked to approve the amendment and restatement of the Orbitz Worldwide, Inc. Performance-Based Annual Incentive Plan (as amended and restated, the “AIP”) which would increase the number of available performance goals. The AIP was previously adopted by the compensation committee and the board, subject to shareholder approval with respect to current and future covered employees (“covered employees”) under Section 162(m) of the Code.

Unless otherwise instructed, the proxy holders will vote the proxies received by them“FOR” approval of the AIP. This Proposal 3 will be approved by our shareholders if, at the Annual Meeting, a quorum is present and a majority of the shares present in person or represented by proxy and entitled to vote on the proposal are voted in favor of the proposal.

Purpose of the Request for Approval

The board believes that a well-designed incentive compensation plan for the Company’s executive officers is a significant factor in improving operating and financial performance of the Company, thereby enhancing shareholder value. Important elements of such a plan include:

pre-established goals and objectives for each performance period;

objective, measurable factors bearing on reported financial results and other metrics as the basis for any payments made under the plan; and

administrative oversight of the plan by the compensation committee.

The board also generally believes that all amounts paid pursuant to such a plan should be deductible as a business expense of the Company. Section 162(m) limits the deductibility of bonuses paid to a company’s chief executive officer and certain other executive officers, unless the plan under which they are paid meets specified criteria, including shareholder approval.

Briefly, Section 162(m) requires the following to ensure that bonuses paid to covered employees under the AIP are fully deductible:

bonuses be paid pursuant to an objective formula;

certification by the compensation committee that the performance goals in the formula have been satisfied; and

shareholders approve the material terms of the plan, including: (i) the eligible participants; (ii) the individual bonus limit; and (iii) the objective business criteria upon which the performance goals are based.

The board believes the adoption of the AIP is in the best interest of the Company’s shareholders and recommends a vote for approval of the AIP with respect to covered employees. If the AIP is not approved by the Company’s shareholders at the Annual Meeting, bonuses will not be paid to covered employees under the AIP or the Company’s Performance-Based Annual Incentive Plan in effect prior to this proposed amendment and restatement.

Material Features of the AIP

The following is a summary of the material features of AIP. This summary does not purport to be a complete description of all of the provisions of the AIP and is qualified in its entirety by reference to the AIP, a copy of which is attached as Appendix B to this Proxy Statement and is incorporated herein by reference.

Purpose. The purpose of the AIP is to reward and recognize employees for their contributions towards the achievement by the Company of certain objective goals related to the financial and operational performance of the Company and its subsidiaries.

It is the intention of the Company and the compensation committee to administer the AIP in compliance with Section 162(m) with respect to covered employees or participants who may become covered employees. With respect to all other participants, the AIP may be operated without regard to the constraints of Section 162(m). However, because of the fact-based nature of the performance-based compensation exception under Section 162(m) and the limited availability of binding guidance thereunder, the Company cannot guarantee that awards made under the AIP to covered employees will qualify for exemption under Section 162(m). In addition, there may be circumstances under which the Company does not make awards that comply with Section 162(m).

Participants. Individuals eligible for AIP awards are officers and key employees of the Company (as determined by the compensation committee), which include the Company’s covered employees. Each executive officer and each person who previously served as an executive officer during fiscal year 2012 and remains employed by the Company and is an eligible participant, has an interest in this proposal. The number of key employees who will participate in the AIP and the amount of future awards under the AIP are not presently determinable.

Administration. The AIP will be administered by the compensation committee, which will have the authority to interpret the AIP, including all decisions on eligibility to participate, the establishment of performance goals, the amount of awards payable under the AIP, and the payment of awards.

Amount of Awards and Maximum Awards. This proposal enables us to provide a more competitive bonus plan reflecting the more prevalent customs and practices for bonus plans among our peer group. Awards under the AIP to each participant will be based on an individual incentive target for the performance period established by the compensation committee and the satisfaction of the applicable performance goal(s) determined by the compensation committee for such performance period. Under the AIP, a performance goal is an objective formula or standard based on one or more of the following criteria and any objectively verifiable adjustment(s) thereto permitted and pre-established by the compensation committee in accordance with Section 162(m): (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, interest, depreciation and/or amortization; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) room nights; (xi) stock price or total stockholder return; (xii) income or earnings from continuing operations; (xiii) capital expenditures, cost targets, reductions and savings and expense management; and (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, objective customer satisfaction or information technology goals, and objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions, each with respect to the Company and/or one or more of its subsidiaries, divisions or business units. Awards payable to participants who are not subject to the limitations of Section 162(m) may take into account other factors (including subjective factors). A performance period is any period up to 36 months in duration as determined by the compensation committee. In order to qualify as performance-based compensation, the performance period(s) and the individual incentive target(s) and performance goal(s) with respect to each performance period will be determined by the compensation committee in its sole discretion and, with respect to covered employees, must be adopted no later than the latest time permitted by the Code in order for awards made pursuant to the AIP to be deductible under Section 162(m).

The actual amount of future awards under the AIP is not presently determinable. However, the AIP provides that the maximum amount of any award that can be paid under the AIP to any participant during any performance period is $10,000,000. Further, the compensation committee, in its sole discretion, may reduce or eliminate the amount of any award otherwise payable to a participant under the AIP. With respect to participants who are not subject to the limitations of Section 162(m), the compensation committee, in its sole discretion, may increase the amount of an award otherwise payable under the AIP.

Payment of Awards. The payment of an award for a given performance period generally requires the participant to be actively employed (or on a qualified leave of absence) and in good standing with the Company on the date the award is to be paid. Prior to the payment of any award under the AIP to a covered employee, the compensation committee must certify in writing that the terms and conditions underlying the payment of such award have been satisfied. Any awards made under the AIP must be made in cash and occur within a reasonable period of time after the end of the applicable performance period but may occur prior to the end of such performance period with respect to awards made to participants who are not subject to the limitations of Section 162(m).

Term and Amendment. The AIP will be effective for performance periods beginning in fiscal year 2012. The AIP does not have a fixed termination date and may be terminated by the compensation committee at any time, provided that such termination will not affect the payment of any awards accrued under the AIP prior to the time of termination. The compensation committee may amend or suspend and, if suspended, reinstate, the AIP in whole or in part at any time, provided that any amendment of the AIP will be subject to shareholder approval to the extent required by Section 162(m) or any other applicable laws, regulations or rules. Unless the AIP is earlier amended in a manner that requires shareholder approval, the AIP will not again require shareholder approval until the 2017 Annual Meeting.

Plan Benefits

All awards under the AIP to executive officers during fiscal year 2012 will be based on the Company’s actual performance during fiscal year 2012 and will be made at the discretion of the compensation committee. Therefore, the benefits and amounts that will be received or allocated under the AIP to the Company’s executive officers during fiscal year 2012 are not determinable at this time. Cash bonuses paid to our named executive officers during fiscal year 2011 are shown in this Proxy Statement in the Summary Compensation Table included in the section entitled “Executive Compensation” above and discussed in more detail in the section entitled “Executive Compensation — Compensation Discussion and Analysis — Performance-Based Short-Term Cash Incentive Compensation” above.

The board recommends a vote FOR approval of the amendment and restatement of the AIP.

PROPOSAL 4

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. This appointment was designated by Travelport as required under the terms of the separation agreement that we entered into with Travelport in connection with our initial public offering in 2007 (the “IPO”). The board and the audit committee recommend that shareholders ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2012. Although we are not required to do so, we believe that it is appropriate to request that shareholders ratify this appointment. If shareholders do not ratify the appointment, the audit committee will investigate the reasons for the shareholders’ rejection and reconsider the appointment. Representatives of Deloitte & Touche LLP will be at the Annual Meeting, will be given the opportunity to make a statement, and will be available to respond to questions.

Unless otherwise instructed, the proxy holders will vote the proxies received by them“FOR”approval of the ratification of the appointment of Deloitte & Touche LLP. This Proposal 3 will be approved by our shareholders if, at the Annual Meeting, a quorum is present and a majority of the shares present in person or represented by proxy and entitled to vote on the proposal are voted in favor of the proposal.

The board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

Fees Incurred for Services of Deloitte & Touche LLP

Set forth below is a summary of fees for professional services by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates for fiscal years 2011 and 2010.


	2011		2010
Audit Fees	$	1,913,568	$	2,094,023
Audit-Related Fees		5,200		1,500
Tax Fees		45,000		102,223
All Other Fees		—		—

Total	$	1,963,768	$	2,197,746

Audit Fees

Audit fees primarily consist of professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K and the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q. Audit fees also include professional services rendered in connection with periodic reports and registration statements we filed with the SEC and statutory audits that are required for certain of our foreign subsidiaries.

Audit-Related Fees

Audit-related fees consist of fees paid for a subscription to an accounting research tool.

Tax Fees

Tax fees consist of fees billed for professional services rendered for tax compliance and international tax planning and consulting.

Approval of Services Provided by Independent Registered Public Accounting Firm

The audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. The audit committee has adopted a policy requiring the pre-approval of any non-audit services performed by the Company’s independent registered public accounting firm to ensure that such services do not impair the firm’s independence. This policy requires that, unless a proposed service has received general pre-approval by the audit committee, it will require specific pre-approval if it is to be performed by the Company’s independent registered public accounting firm. All requests or applications for services to be provided by the independent auditor must be submitted to our Chief Financial Officer, who determines whether such services are included within the list of services that have received general pre-approval or whether they require specific pre-approval by the audit committee. The audit committee has considered whether the nature of the services provided by Deloitte & Touche LLP for tax and non-audit services are compatible with maintaining the nature of the firm’s independence and has determined that such services are compatible with the provision of independent audit services. All of the services performed by Deloitte & Touche LLP in fiscal years 2011 and 2010 were pre-approved in accordance with the policy adopted by the audit committee as described above.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The audit committee’s charter provides that the audit committee is responsible for the review, approval or ratification of “related-person transactions” between us or our subsidiaries and related persons. “Related person” refers to a person or entity who is, or at any point since the beginning of the last fiscal year was, a director, executive officer, nominee for director, 5% stockholder of the Company or any immediate family members of each of these individuals.

As a general matter, under the delegation of authority policy adopted by the board, related-person transactions where the amount involved could reasonably be expected to exceed $120,000 in any calendar year, or a material amendment or modification of any such transaction, are submitted to the audit committee for review and approval before the transaction is consummated. If advance approval of a related-person transaction is not obtained, then the transaction must be submitted to the audit committee for ratification, as soon as reasonably practicable, but in any event, at the audit committee’s next regularly scheduled meeting. If the audit committee does not ratify a related-person transaction that has been consummated without its approval, the audit committee will, in consultation with the General Counsel, consider whether additional action is necessary, such as terminating the transaction on a prospective basis, rescinding it or modifying it in a manner that would facilitate ratification by the audit committee.

As provided in the audit committee’s charter, in the course of its review and approval or ratification of a related-person transaction, the audit committee will consider:

the nature of the related-party’s interest in the transaction;

the material terms of the transaction, including the amount involved and type of transaction;

the importance of the transaction to the related-party and to us;

whether the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of our stockholders; and

any other matters the audit committee deems appropriate.

The audit committee has pre-approved certain related-person transactions entered into in the ordinary course of the Company’s business, in cases where:

the interest of the related person arises only from (a) the related person’s position as a director (or similar position) of the entity that is a party to the transaction, or (b) the direct or indirect ownership by the related person of at least a 10% equity interest in the entity that is party to the transaction; and

the aggregate amount involved does not, in any single fiscal year, exceed the greater of $1,000,000 or two percent (2%) of the consolidated revenue of the other entity that is a party to the transaction.

Notwithstanding the above, any related-person transactions where Travelport and/or any of its subsidiaries are a party to the transaction are not to be deemed pre-approved by the audit committee.

Any member of the audit committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, he or she may be counted in determining the presence of a quorum at a meeting of the audit committee at which the transaction is considered.

Related Person Transactions with Travelport and its Subsidiaries

We have entered into a number of agreements with Travelport that formalized our ongoing commercial relationship and provided for both parties to provide certain transition services to the other party. We net settle the amounts due to and from Travelport and its subsidiaries under these agreements. As of December 31, 2011, Travelport and its subsidiaries collectively owed us $3.9 million, on a net basis, under these agreements.

Separation Agreement

We entered into a Separation Agreement with Travelport at the time of the IPO that provided the general terms for the separation of our respective businesses. This agreement was amended on May 5, 2008 and January 23, 2009. References to the Separation Agreement below refer to the Separation Agreement, as amended.

Guarantees and Letters of Credit. When we were a wholly-owned subsidiary of Travelport, Travelport provided guarantees, letters of credit and surety bonds on our behalf under our commercial agreements and leases and for the benefit of regulatory agencies. Under the Separation Agreement, we are required to use commercially reasonable efforts to have Travelport released from any then outstanding guarantees and surety bonds. As a result, Travelport no longer provides surety bonds on our behalf or guarantees in connection with commercial agreements or leases entered into or replaced by us subsequent to the IPO. In addition, Travelport is obligated to continue to issue letters of credit on our behalf so long as Travelport and its affiliates (as defined in the Separation Agreement) own at least 50% of our voting stock in an aggregate amount not to exceed $75.0 million (denominated in U.S. dollars). Travelport charges us fees for issuing, renewing or extending letters of credit on our behalf. In December 2011, we agreed to make a one-time payment to Travelport, on February 1, 2012, of $3.0 million related to fees associated with a recent amendment to the Travelport credit facility under which Travelport issues letters of credit on behalf of the Company. This payment is subject to a refund obligation through September 30, 2013 if we obtain our own letter of credit facility or if Travelport is otherwise no longer obligated to provide letters of credit on our behalf. We are recognizing the $3.0 million payment to Travelport over the term of its underlying credit facility, or approximately two and a half years. The expenses related to these fees are included in interest expense in our consolidated statements of operations. At December 31, 2011, there were $74.2 million of outstanding letters of credit issued by Travelport on our behalf.

Indemnification. Under the Separation Agreement, we agreed to indemnify Travelport and its officers, directors, employees and agents against certain losses including, but not limited to, litigation matters and other claims.

Registration Rights. The Separation Agreement provides that Travelport can demand that we register the resale of our common stock held by Travelport and persons or entities that acquire or otherwise received common stock from Travelport that is subject to these registration rights. In addition, Travelport has certain “piggyback” registration rights that would allow Travelport to include its shares in any future registrations of our common stock, whether that registration relates to a primary offering by us or a secondary offering by or on behalf of other shareholders.

Equity Purchase Rights. The Separation Agreement provides that, so long as Travelport beneficially owns at least 50% of the combined voting power of all our outstanding voting securities, Travelport may purchase its pro rata share, based on its then-current percentage equity interest in us, of any voting equity securities issued by us, excluding any securities issued under employee stock options or other benefit plans, dividend reinvestment plans and certain other offerings other than for cash.

Master License Agreement

We entered into a Master License Agreement with Travelport at the time of the IPO. Under this agreement, Travelport licenses certain of our intellectual property and pays us fees for related maintenance and support services. The licenses include our supplier link technology; portions of ebookers’ booking, search and vacation package technologies; certain of our products and online booking tools for corporate travel; portions of our private label vacation package technology; and our extranet supplier connectivity functionality. Our revenue share payment to Travelport was $0.9 million for fiscal year 2011.

The Master License Agreement granted us the right to use a corporate online booking product developed by Travelport. We have entered into a value added reseller license with Travelport for this product.

GDS Service Agreement

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”). This agreement expires on December 31, 2014.

The Travelport GDS Service Agreement is structured such that we earn incentive revenue for each air, car and hotel 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 32.8 million segments through the Travelport GDSs during the year ended December 31, 2011. Of the required number of segments, 16.0 million segments were required to be processed through Worldspan and 16.8 million segments were required to be processed through Galileo during the year ended December 31, 2011. The required number of segments processed in future years for Worldspan is fixed at 16.0 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. 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. We are not subject to these minimum volume thresholds to the extent that we process all eligible segments through the Travelport GDSs. No payments were made to Travelport related to the minimum segment requirement for our domestic brands for the year ended December 31, 2011.

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 the year ended December 31, 2011, and as a result, we were required to make a $0.4 million shortfall payment to Travelport and a $0.4 million shortfall payment to Galileo.

A significant portion of our GDS services are provided through the Travelport GDS Service Agreement. For the year ended December 31, 2011, we recognized $111.5 million of incentive revenue for segments processed through Galileo and Worldspan, which accounted for more than 10% of our total net revenue. We recognized an additional $0.7 million in net revenue as a “conversion bonus” for segments generated during fiscal year 2011 by certain new Orbitz for Business customers. Offsetting this revenue was $2.9 million in “opt-in” fees which we incurred under the Travelport GDS Service Agreement during the year ended December 31, 2011 for certain carrier segments booked through the Galileo GDS.

Travelport Letter Agreement

On February 1, 2011, we entered into a Letter Agreement with Travelport, which was amended in March 2011 (the “Letter Agreement”). The Letter Agreement amends and clarifies certain terms set forth in agreements that we have previously entered into with Travelport and provides certain benefits to us so long as certain conditions are met.

The Letter Agreement contains an agreement relating to the absence of ticketing authority on American Airlines, Inc. (the “AA Ticketing Authority Agreement”). Under the AA Ticketing Authority Agreement, our segment incentives payable from Travelport under the Travelport GDS Service Agreement, would be increased

effective December 22, 2010 until the earliest of August 31, 2011, the reinstatement of ticketing authority by American Airlines, Inc. (“AA”) for our Orbitz.com website, the consummation of a direct connect relationship with AA, or the determination by our audit committee of the board of directors that we are engaged in a discussion with AA that is reasonably likely to result in a direct connect relationship between us and AA. On June 1, 2011, the Illinois Circuit Court of Cook County ruled in favor of Travelport’s request for injunctive relief against AA in Travelport, LP v. American Airlines, Inc. As a result of this ruling, ticketing authority by AA was immediately reinstated on our Orbitz.com website resulting in the expiration on June 1, 2011 of the increased segment incentives payable from Travelport pursuant to the Letter Agreement. While AA immediately made its full schedule of flights available on both our Orbitz.com and Orbitz for Business websites as a result of this ruling, it was only required to do so through August 31, 2011, the date on which its distribution agreement with Travelport expired. In July 2011, we entered into a Letter Agreement with AA which extends the period over which AA is prohibited from removing its content from our websites to March 31, 2012. Subsequently, in a separate letter agreement dated March 2, 2012, the parties amended the term to extend to October 31, 2012.

The Letter Agreement also contains an amendment to the Travelport GDS Service Agreement. This amendment establishes a higher threshold at which potential decreases in Travelport’s segment incentive payments to us can take effect and reduces the percentage impact of the potential decreases. We are entitled to receive these benefits as long as our audit committee does not determine that we are engaged in a discussion with any airline that is reasonably likely to result in a direct connect relationship and we have not consummated a direct connect relationship with any airline.

Under the Letter Agreement, we were also permitted to proceed with an arrangement with ITA Software, Inc. (“ITA”) that provides for our use of ITA’s airfare search solution after December 31, 2011. Also pursuant to the Letter Agreement, we have agreed to the circumstances under which we will use e-Pricing for searches on our websites through December 31, 2014.

During 2011, we received cash from Travelport of $104.9 million under the Letter Agreement. We had a net receivable from Travelport at December 31, 2011.

Hotel Sourcing and Franchise Agreement

We entered into a Master Supply and Services Agreement (the “GTA Agreement”) with GTA, a wholly-owned subsidiary of Travelport, which became effective on January 1, 2008. Under the GTA Agreement, we pay GTA a contract rate for hotel and destination services inventory it makes available to us for booking on our websites. The contract rate exceeds the prices at which suppliers make their inventory available to GTA for distribution and is based on a percentage of the rates GTA makes such inventory available to its other customers. We are also subject to additional fees if we exceed certain specified booking levels. The initial term of the GTA Agreement expired on December 31, 2010. GTA was no longer a related party as of December 31, 2011.

Corporate Travel Agreement

We provide corporate travel management services to Travelport and its subsidiaries. We believe that this agreement was executed on terms comparable to those of unrelated third parties.

Related Person Transactions with Affiliates of The Blackstone Group

The Blackstone Group is in the business of making investments in various companies and have ownership interests in, and affiliations with, a broad range of companies. In the normal course of conducting our business, we have entered into various agreements with affiliates of The Blackstone Group. For example, we have agreements with certain hotel management companies that are affiliates of The Blackstone Group and that provide us with access to their hotel inventory. We also purchase services from certain affiliates of The Blackstone Group such as telecommunications and advertising, and certain of their affiliates utilize our partner marketing programs and corporate travel services. We believe that these agreements have been executed on terms comparable to those of unrelated third parties, and we do not believe that any of these agreements is individually material to our overall business.

SHAREHOLDER PROPOSALS

Shareholders who wish to submit a proposal to be included in our 2013 proxy statement and presented at the 2013 Annual Meeting must cause the proposal to be received at our executive offices, Orbitz Worldwide, Inc., Attention: Corporate Secretary, 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661, by no later than December 20, 2012. This will enable us to evaluate the proposal for its possible inclusion in the proxy statement in connection with that meeting.

Shareholders who wish to submit a proposal to be presented at the 2013 Annual Meeting, but not included in our 2013 proxy statement, or who wish to nominate a candidate for election as a director at that meeting, are required by our by-laws to cause notice of such proposal or nomination to be delivered to our executive offices at the address above. To be considered for a vote at the 2013 Annual Meeting, such notice must be delivered after February 12, 2013 and before March 14, 2013, except that if the 2013 annual meeting is called for a date that is not within 30 days before or after the anniversary of the 2012 Annual Meeting, such notice must be received no later than the close of business on the tenth day after the day on which notice of the date of the annual meeting is mailed or publicly disclosed by us, whichever occurs first. Any such notice of proposal or nomination must contain the information required by our by-laws.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

The SEC permits companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report or Notice of Internet Availability of Proxy Materials, as applicable, addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. Shareholders who hold their shares through a broker may receive notice from their broker regarding the householding of proxy materials. As indicated in the notice that will be provided by these brokers, a single proxy statement and annual report or Notice of Internet Availability of Proxy Materials, as applicable, will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder. Once a shareholder has received notice that the broker will be householding, householding will continue until the shareholder is notified otherwise or until the shareholder has revoked consent by notifying the broker. If you would prefer to receive separate copies of a proxy statement and annual report or Notice of Internet Availability of Proxy Materials for other shareholders in your household, either now or in the future, please contact your bank, broker or broker-dealer. Upon written or oral request to our corporate secretary at Orbitz Worldwide, Inc., 500 W. Madison Street, Suite 1000, Chicago, Illinois 60661, (312) 260-2428 we will promptly provide separate copies of this Proxy Statement, our Annual Report and/or the Notice of Internet Availability of Proxy Materials.

OTHER MATTERS TO COME BEFORE THE MEETING

The board of directors knows of no other business that may come before the Annual Meeting. However, if any other matters are properly presented to the meeting, the persons named in the proxies will vote upon them in accordance with their best judgment.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE AS SOON AS POSSIBLE.

By Order of the Board of Directors

LOGO

Alice L. Geene

Secretary

April 27, 2012

Chicago, Illinois

WE WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED, UPON WRITTEN REQUEST, A COPY OF OUR ANNUAL REPORT FILED WITH THE SEC, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE. ANY WRITTEN REQUEST SHOULD BE DIRECTED TO OUR CORPORATE SECRETARY AT ORBITZ WORLDWIDE, INC., 500 W. MADISON STREET, SUITE 1000, CHICAGO, ILLINOIS 60661.

APPENDIX A

ORBITZ WORLDWIDE, INC.

2007 EQUITY AND INCENTIVE PLAN

(As amended and restated, effective June 12, 2012)

1.	Purpose; Types of Awards; Construction.

The purposes of the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan (the “Plan”) are to afford an incentive to non-employee directors, selected officers and other employees, advisors and consultants of Orbitz Worldwide, Inc. (the “Company”), or any Parent or Subsidiary of the Company that now exists or hereafter is organized or acquired, to continue as non-employee directors, officers, employees, advisors or consultants, as the case may be, to increase their efforts on behalf of the Company and its Subsidiaries and to promote the success of the Company’s business. The Plan provides for the grant of Options (including “incentive stock options” and “nonqualified stock options”), stock appreciation rights, restricted stock, restricted stock units and other stock- or cash-based awards. The Plan is designed so that Awards granted hereunder intended to comply with the requirements for “performance-based compensation” under Section 162(m) of the Code comply with such requirements, and the Plan and Awards shall be interpreted in a manner consistent with such requirements.

2.	Definitions

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Annual Incentive Program”means the program described in Section 6(c) hereof.

(b) “Award”means any Option, SAR, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award or Other Cash-Based Award granted under the Plan.

(c) “Award Agreement”means any written agreement, contract, or other instrument or document, in each case as approved by the Committee, evidencing an Award.

(d) “Board”means the Board of Directors of the Company.

(e) “Change in Control”means, following the Effective Date and excluding the separation transaction pursuant to which the Company becomes a separate public corporation for the first time, a change in control of the Company, which will have occurred if:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (C) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities (excluding any person who becomes such a beneficial owner in connection with a transaction immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity surviving such transaction or, if the Company or the entity surviving the transaction is then a subsidiary, the ultimate parent thereof);

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

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(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(f) “Code”means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

(g) “Committee”means the committee established by the Board to administer the Plan, the composition of which shall at all times satisfy the provisions of Rule 16b-3 and Section 162(m) of the Code.

(h) “Company”means Orbitz Worldwide, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

(i) “Covered Employee”shall have the meaning set forth in Section 162(m)(3) of the Code.

(j) “Effective Date” means the effective date of the IPO.

(k) “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

(l) “Fair Market Value”means the fair market value determined in such manner as the Committee, in its sole discretion, may deem equitable or as required by applicable law, rule or regulation. Unless the Committee otherwise determines, with respect to an Award granted under the Plan, “Fair Market Value” means (i) the mean between the highest and lowest reported sales price per share of Stock on the national securities exchange on which the Stock is principally traded on the date of grant of such Award, or if the date of grant is not a trading day, then the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the date of grant of such Award, or if the date of grant is not a trading day, then the last preceding date on which there was a sale of such Stock on such over-the-counter market.

(m) “Grantee”means a person who, as a non-employee director, officer or other employee, advisor or consultant of the Company or a Parent or Subsidiary of the Company, has been granted an Award under the Plan.

(n) “IPO”means the initial public offering of the Company’s Stock.

(o) “ISO”means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

(p) “Long Range Incentive Program”means the program described in Section 6(b) hereof.

(q) “Non-Employee Director”means any director of the Company who is not also employed by the Company or any of its Subsidiaries.

(r) “NQSO” means any Option that is not designated as an ISO.

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(s) “Option”means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO, provided that ISOs may be granted only to employees of the Company or a Parent or Subsidiary of the Company.

(t) “Other Cash-Based Award”means cash awarded under the Annual Incentive Program or the Long Range Incentive Program, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(u) “Other Stock-Based Award”means a right or other interest granted to a Grantee under the Annual Incentive Program or the Long Range Incentive Program that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, including but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan, and (ii) a right granted to a Grantee to acquire Stock from the Company containing terms and conditions prescribed by the Committee.

(v) “Parent”means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(w) “Performance Goals”means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, interest, depreciation, amortization, and/or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) room nights;¹ (xi) stock price or total stockholder return; (xii) income or earnings from continuing operations; (xiii) cost targets, reductions and savings, expense management, productivity and efficiencies; and (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to divestitures, joint ventures and similar transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or a Parent or Subsidiary of the Company, or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be evaluated in accordance with generally accepted accounting principles, where applicable, and shall be subject to certification by the Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Parent or Subsidiary of the Company or the financial statements of the Company or any Parent or Subsidiary of the Company, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(x) “Plan”means this Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended from time to time.

(y) “Plan Year”means a calendar year.

¹	Reflects the proposed amendment to include room nights as an available Performance Goal under the Plan.

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(z) “Restricted Stock”means an Award of shares of Stock to a Grantee under Section 6(b)(iii) that may be subject to certain restrictions and to a risk of forfeiture.

(aa) “Restricted Stock Unit”or“RSU”means a right granted to a Grantee under Section 6(b)(iv) to receive Stock or cash at the end of a specified period, which right may be conditioned on the satisfaction of specified performance or other criteria.

(bb) “Rule 16b-3”means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.

(cc) “Securities Act”means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

(dd) “Stock”means shares of the common stock, par value $0.01 per share, of the Company.

(ee) “Stock Appreciation Right”or “SAR” means the right, granted to a Grantee under Section 6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right.

(ff) “Subsidiary”means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.	Administration.

The Plan shall be administered by the Board or by such Committee that the Board may appoint for this purpose. If a Committee is appointed to administer the Plan, all references herein to the “Committee” shall be references to such Committee. If no Committee is appointed by the Board to administer the Plan, all references herein to the “Committee” shall be references to the Board. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; to determine Performance Goals no later than such time as required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to amend the terms and conditions of outstanding Awards, including, but not limited to extending the exercise period of such Awards and accelerating the vesting schedule of such Awards; to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, neither the Board, the Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Option or, if applicable, other Award at a lower exercise, base or purchase price without first obtaining the approval of the Company’s stockholders. Notwithstanding any other provision of the Plan to the contrary, upon approval of the Company’s stockholders, the Committee may provide for, and the Company may implement, a one-time only stock option exchange program, pursuant to which certain outstanding Options could, at the election of the person holding such Option, be tendered to the Company for cancellation in exchange for the issuance of a lesser amount of Options with a lower exercise price, or other equity benefit as may be approved by the Committee, provided that such one-time only stock option exchange program is implemented within twelve months of the date of such stockholder approval.

The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final

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and binding on all persons, including but not limited to the Company, any Parent or Subsidiary of the Company or any Grantee (or any person claiming any rights under the Plan from or through any Grantee) and any stockholder.

No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

4.	Eligibility.

Awards may be granted to selected non-employee directors, officers and other employees, advisors or consultants of the Company or any Parent or Subsidiary of the Company, in the discretion of the Committee. In determining the persons to whom Awards shall be granted and the type of any Award (including the number of shares to be covered by such Award), the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

5.	Stock Subject to the Plan.

The maximum number of shares of Stock reserved for issuance under the Plan shall be 24,100,000,² subject to adjustment as provided herein. No more than (i) 5,000,000 shares of Stock may be made subject to NQSOs or SARs to a single individual in a single Plan Year, (ii) 2,500,000 shares of Stock may be made subject to stock-based awards other than Options or SARs (including Restricted Stock and Restricted Stock Units or Other Stock-Based Awards denominated in shares of Stock) to a single individual in a single Plan Year, and (iii) 1,000,000 shares of Stock may be issued pursuant to the exercise of ISO’s, in each case, subject to adjustment as provided herein. Determinations made in respect of the limitations set forth in the immediately preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award terminates or expires without a distribution of shares to the Grantee, the shares of Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan.³ Upon the exercise of any Award granted in tandem with any other Award, such related Award shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan.

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or other property (including cash) issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided, that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(h) of the Code, (iv) annual award limitations set forth in Section 5, and (v) the Performance Goals applicable to outstanding Awards.

6.	Specific Terms of Awards.

(a) General. The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Parent or Subsidiary of the Company upon the grant, vesting, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation,

²	Reflects the proposed amendment to increase shares of Stock reserved for issuance under the Plan from 21,100,000 to 24,100,000.

³	Reflects the proposed amendment to delete a liberal share recycling provision from the Plan.

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cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments. In addition to the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.

(b) Long Range Incentive Program. Under the Long Range Incentive Program, the Committee is authorized to grant the Awards described in this Section 6(b), under such terms and conditions as deemed by the Committee to be consistent with the purposes of the Plan. Such Awards may be granted with value and payment contingent upon Performance Goals. Except as otherwise set forth herein or as may be determined by the Committee, each Award granted under the Long Range Incentive Program shall be evidenced by an Award Agreement containing such terms and conditions applicable to such Award as the Committee shall determine at the date of grant or thereafter.

(i) Options. The Committee is authorized to grant Options to Grantees on the following terms and conditions:

(a) Type of Award. The Award Agreement evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.

(b) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, but, subject to Section 6(b)(v), in no event shall the per share exercise price of any Option be less than the Fair Market Value of a share of Stock on the date of grant of such Option. The exercise price for Stock subject to an Option may be paid in cash or by an exchange of Stock previously owned by the Grantee for at least six months (if acquired from the Company), through a “broker cashless exercise” procedure approved by the Committee (to the extent permitted by law), or a combination of the above, in any case in an amount having a combined value equal to such exercise price. An Award Agreement may provide that a Grantee may pay all or a portion of the aggregate exercise price by having shares of Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price withheld by the Company.

(c) Term and Exercisability of Options. The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted. Options shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, that the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its designated agent.

(d) Termination of Employment. An Option may not be exercised unless the Grantee is then a director of, in the employ of, or providing services to, the Company or a Parent or Subsidiary of the Company, and unless the Grantee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option; provided, that the Award Agreement may contain provisions extending the exercisability of Options, in the event of specified terminations of employment or service, to a date not later than the expiration date of such Option.

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APPENDIX B

AMENDED AND RESTATED

ORBITZ WORLDWIDE, INC.

PERFORMANCE-BASED ANNUAL INCENTIVE PLAN

(As amended and restated, effective June 12, 2012)

1.	PURPOSE

The purpose of the Orbitz Worldwide, Inc. Performance-Based Incentive Plan (as amended from time to time, the “Plan”) is to reward and recognize eligible employees for their contributions towards the achievement by Orbitz Worldwide, Inc. (together with its subsidiaries, the “Company”) of certain Performance Goals (as defined below). The Plan is designed with the intention that the incentives paid hereunder to certain executive officers of the Company are deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder (the “Code”). However, the Company cannot guarantee that awards under the Plan will qualify for exemption under Section 162(m) and circumstances may present themselves under which awards under the Plan do not comply with Section 162(m). The adoption of the Plan as to current and future covered employees (as determined under Code Section 162(m)) is subject to the approval of the Company’s shareholders.

2.	DEFINITIONS

The following definitions shall be applicable throughout the Plan:

(a) “Award” means the amount of a cash incentive payable under the Plan to a Participant with respect to a Performance Period.

(b) “Board” means the Board of Directors of the Company, as constituted from time to time.

(c) “Committee” means the Compensation Committee of the Board or another Committee designated by the Board which is comprised of two or more “outside directors” as defined in Code Section 162(m).

(d) “Participant” means any officer or key employee of the Company who is designated as a Participant by the Committee.

(e) “Performance Goal” means an objective formula or standard determined by the Committee with respect to each Performance Period based on one or more of the following criteria and any objectively verifiable adjustment(s) thereto permitted and pre-established by the Committee in accordance with Code Section 162(m): (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, interest, depreciation and/or amortization; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) room nights; (xi) stock price or total stockholder return; (xii) income or earnings from continuing operations; (xiii) capital expenditures, cost targets, reductions and savings and expense management; and (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, objective customer satisfaction or information technology goals, and objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions, each with respect to the Company and/or one or more of its subsidiaries, divisions or business units. Awards issued to Participants who are not subject to the limitations of Code Section 162(m) may take into account other factors (including subjective factors).

(f) “Performance Period” means any period not exceeding 36 months as determined by the Committee, in its sole discretion. The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.

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3.	ADMINISTRATION

The Plan shall be administered by the Committee, which shall have the discretionary authority to interpret the provisions of the Plan, including all decisions on eligibility to participate, the establishment of Performance Goals, the amount of Awards payable under the Plan, and the payment of Awards. The Committee shall also have the discretionary authority to establish rules under the Plan so long as such rules do not explicitly conflict with the terms of the Plan and any such rules shall constitute part of the Plan. The decisions of the Committee shall be final and binding on all parties making claims under the Plan. The Committee has delegated its administrative authority with respect to Awards issued to Participants who are not current or future covered employees (as defined in Section 1) or executive officers, including as to matters with respect to the interpretation of, and implementation of rules under, the Plan, to the most senior officer of the Company having principal oversight for human resources matters (currently, the Chief Administrative Officer).

4.	ELIGIBILITY

Officers and key employees of the Company shall be eligible to participate in the Plan as determined at the sole discretion of the Committee.

5.	AMOUNT OF AWARDS

With respect to each Participant, the Committee will establish one or more Performance Periods, an individual Participant incentive target for each Performance Period and the Performance Goal(s) to be met during such Performance Period(s). With respect to Participants who are or may become subject to Code Section 162(m), in order to qualify as performance-based compensation, the establishment of the Performance Period(s), the applicable Performance Goals and the targets must occur in compliance with and to the extent required by the rules and regulations of Code Section 162(m).

The maximum amount of any Award that can be paid under the Plan to any Participant during any Performance Period is $10,000,000. The Committee reserves the right, in its sole discretion, to reduce or eliminate the amount of an Award otherwise payable to a Participant with respect to any Performance Period. In addition, with respect to Awards issued to Participants who are not subject to the limitations of Code Section 162(m), the Committee reserves the right, in its sole discretion, to increase the amount of an Award otherwise payable to a Participant with respect to any Performance Period.

6.	PAYMENT OF AWARDS

(a) Unless otherwise determined by the Committee, a Participant must be actively employed (or on a qualified leave of absence) and in good standing with the Company on the date the Award is to be paid. The Committee may make exceptions to this requirement in the case of retirement, death or disability, an unqualified leave of absence or under other circumstances, as determined by the Committee in its sole discretion.

(b) Any distribution made under the Plan shall be made in cash and occur within a reasonable period of time after the end of the Performance Period in which the Participant has earned the Award but may occur prior to the end of the Performance Period with respect to Awards issued to Participants who are not subject to the limitations of Code Section 162(m); provided that no Award shall become payable to a Participant who is subject to the limitations of Code Section 162(m) with respect to any Performance Period until the Committee has certified in writing that the terms and conditions underlying the payment of such Award have been satisfied.

Notwithstanding the foregoing, in order to comply with the short-term deferral exception under Code Section 409A, if the Committee waives the requirement that a Participant must be employed on the date the Award is to be paid, payout shall occur no later than the 15th day of the third month following the later of (i) the end of the Company’s taxable year in which such requirement is waived or (ii) the end of the calendar year in which such requirement is waived.

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7.	GENERAL

(a) TAX WITHHOLDING. The Company shall have the right to deduct from all Awards any federal, state or local income and/or payroll taxes required by law to be withheld with respect to such payments.

(b) CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. Nothing in the Plan shall confer on any Participant the right to continued employment with the Company, or affect in any way the right of the Company to terminate the Participant’s employment at any time, and for any reason, or change the Participant’s responsibilities. Awards represent unfunded and unsecured obligations of the Company and a holder of any right hereunder in respect of any Award shall have no rights other than those of a general unsecured creditor to the Company.

(c) BENEFICIARIES. To the extent the Committee permits beneficiary designations, any payment of Awards under the Plan to a deceased Participant shall be paid to the beneficiary duly designated by the Participant in accordance with the Company’s practices. If no such beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s legal representative.

(d) NONTRANSFERABILITY. A person’s rights and interests under the Plan, including any Award previously made to such person or any amounts payable under the Plan, may not be sold, assigned, pledged, transferred or otherwise alienated or hypothecated except, in the event of a Participant’s death, to a designated beneficiary as provided in the Plan, or in the absence of such designation, by will or the laws of descent and distribution.

(e) INDEMNIFICATION. Each person who is or shall have been a member of the Committee and each employee of the Company who is delegated a duty under the Plan shall be indemnified and held harmless by the Company from and against any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by him in satisfaction of judgment in any such action, suit or proceeding against him, provided such loss, cost, liability or expense is not attributable to such person’s willful misconduct. Any person seeking indemnification under this provision shall give the Company prompt notice of any claim and shall give the Company an opportunity, at its own expense, to handle and defend the same before the person undertakes to handle and defend such claim on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled, including under the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or any power that the Company may have to indemnify them or hold them harmless.

(f) EXPENSES. The expenses of administering the Plan shall be borne by the Company.

(g) TITLES AND HEADINGS. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

(h) GOVERNING LAW. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award shall be determined in accordance with the laws of the State of Illinois (without regard to the principles of conflicts of laws thereof) and applicable federal law. No Award made under the Plan shall be intended to be deferred compensation under Code Section 409A and will be interpreted accordingly.

(i) AMENDMENTS AND TERMINATION. The Committee may terminate the Plan at any time, provided such termination shall not affect the payment of any Awards accrued under the Plan prior to the date of the termination. The Committee may, at any time, or from time to time, amend or suspend and, if suspended, reinstate, the Plan in whole or in part; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s shareholders to the extent required to comply with the requirements of Code Section 162(m), or any other applicable laws, regulations or rules.

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ANNUAL MEETING OF STOCKHOLDERS OF

ORBITZ WORLDWIDE, INC.

June 12, 2012

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and annual report are available at

http://www.orbitz-ir.com

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

¯ Please detach along perforated line and mail in the envelope provided. ¯


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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND 4 BELOW:

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx

FOR

AGAINST

ABSTAIN

1. Election of Class II Directors:

Approval of an amendment to the Equity and Incentive Plan to (i) increase the number of shares available for issuance by 3,000,000 shares (ii) increase the number of available performance goals to include room nights and (iii) delete a liberal share recycling provision.

NOMINEES:

FOR

AGAINST

ABSTAIN

¨ FOR ALL NOMINEES

¨ WITHHOLD AUTHORITY FOR ALL NOMINEES

Martin J. Brand

Kenneth S. Esterow

Barney Harford

Approval of an amendment to the Performance-Based Annual Incentive Plan.

FOR

AGAINST

ABSTAIN

¨ FOR ALL EXCEPT

(See instructions below)

Ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for fiscal year 2012.

Other Matters.

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l

In accordance with their best judgment, the proxies are authorized to vote upon such other matters as may properly come before the 2012 Annual Meeting, or any adjournment or postponement thereof.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder

Date:

Signature of Stockholder

Date:


	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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		¨ n

ORBITZ WORLDWIDE, INC.

Annual Meeting of Stockholders – June 12, 2012

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby makes, constitutes and appoints Jeff Clarke, Barney Harford, Alice L. Geene, and each of them, proxies for the undersigned, with the powers the undersigned would possess if personally present and full power of substitution, to vote all shares of the common stock of Orbitz Worldwide, Inc. (the “Company”) that the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “2012 Annual Meeting”) of the Company, to be held on Tuesday, June 12, 2012, at 10:00 a.m., local time, at the offices of Drinker Biddle & Reath LLP, 191 N. Wacker Dr., Ste. 3700, Chicago, Illinois, or any adjournment or postponement thereof. The undersigned also acknowledges receipt of the Letter to Shareholders, the Annual Report on Form 10-K, the Notice of the 2012 Annual Meeting and the Proxy Statement. The undersigned hereby revokes any other proxy executed previously for the 2012 Annual Meeting.

Each share of common stock of the Company has one vote. This Proxy, when properly executed, will be voted in the manner the undersigned directs on the reverse side of this card. If you sign and return this Proxy but do not specify otherwise, this Proxy will be voted “FOR” proposals 1, 2, 3 and 4 listed on the reverse side of this card. Simply sign, date and return this Proxy.

If this Proxy is not returned, then the shares of the common stock of the Company that you own will not be voted.

Please be sure to sign on the reverse side of this card exactly as your name appears above the signature line.

(Continued and to be signed and dated on the other side)


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Principal Occupation and Other Information

Martin J. Brand

Mr. Brand has served as a member of our board since March 2010. Mr. Brand is a Managing Director in the Private Equity group of The Blackstone Group. Mr. Brand joined Blackstone’s London office in 2003 and transferred to Blackstone’s New York office in 2005. Since joining Blackstone, Mr. Brand has been involved in the execution of the firm’s investments in BankUnited, PBF Energy, Exeter Finance, Cine UK, Kabel BW, Performance Food Group, Kabelnetz NRW, New Skies, NHP, OSUM, Primacom, Sulo, Travelport and Vistar. Mr. Brand currently serves on the boards of directors of Travelport Limited, Performance Food Group, PBF Energy and Bayview Asset Management, LLC. Mr. Brand holds a BA and MA degree in Mathematics and Computation from Oxford University and an MBA from the Harvard Business School.

Mr. Brand was nominated to the board by Travelport pursuant to the Shareholders’ Agreement. Mr. Brand brings extensive financial expertise and broad-based international experience to the board. Together, these attributes provide the board with critical insight into what is needed to successfully compete in the global marketplace. Further, Mr. Brand’s experience with private equity firms that invest in consumer-growth companies makes him a valuable addition to the board. Mr. Brand holds a BA/MA in Mathematics and Computation from Oxford University, where he graduated with First Class Honors, and an MBA from Harvard Business School.