UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
| (Mark One) | ||
| R | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended September 30, 2011 | ||
| or | ||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission File Number 001-33599
ORBITZ WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5337455 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
500 W. Madison Street Suite 1000 Chicago, Illinois (Address of principal executive offices) | 60661 (Zip Code) | |
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer R | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
As of October 31, 2011, 103,743,872 shares of Common Stock, par value $0.01 per share, of Orbitz Worldwide, Inc. were outstanding.
Explanatory Note
The purpose of this Amendment No. 1 to Orbitz Worldwide, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2011 (the “Original Form 10-Q”), is to re-file Exhibit 10.2 to disclose the “Term,” as defined within the Letter Agreement, dated as of July 29, 2011, between Orbitz Worldwide, LLC and American Airlines, Inc. (“the Parties”), as ending on March 31, 2012. No other changes have been made to the Original Form 10-Q. Accordingly, this Amendment No. 1 to the Original Form 10-Q should be read in conjunction with the Original Form 10-Q and our filings made with the SEC subsequent to the filing of the Original Form 10-Q.
In a Letter Agreement dated March 2, 2012, the Parties amended the Term to extend to October 31, 2012.
Part II
Other Information
Item 6. Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 10.1# | Fourteenth Amendment, dated as of July 29, 2011, to Subscriber Services Agreement, dated as of July 23, 2007, between Travelport, LP (f/k/a Travelport International, L.L.C.), Travelport Global Distribution System B.V. (f/k/a Galileo Nederland B.V.) and Orbitz Worldwide, LLC. | |||
10.2† | Letter Agreement, dated as of July 29, 2011, between Orbitz Worldwide, LLC and American Airlines, Inc. | |||
| 10.3# | Letter Agreement, dated as of February 11, 2011, between Orbitz Worldwide, Inc. and Russell Hammer. | |||
| 10.4# | Letter Agreement, dated as of May 31, 2011, between Orbitz Worldwide, Inc. and Russell Hammer. | |||
| 31.1 | Certification of Chief Executive Officer of Orbitz Worldwide, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | |||
| 31.2 | Certification of Chief Financial Officer of Orbitz Worldwide, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | |||
| 32.1 | Certification of Chief Executive Officer of Orbitz Worldwide, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | |||
| 32.2 | Certification of Chief Financial Officer of Orbitz Worldwide, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | |||
| 101.INS#* | XBRL Instance Document | |||
| 101.SCH#* | XBRL Taxonomy Extension Schema Document | |||
| 101.CAL#* | XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF#* | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB#* | XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE#* | XBRL Taxonomy Extension Presentation Linkbase Document | |||
† Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the SEC.
# Previously filed.
* XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORBITZ WORLDWIDE, INC | ||
| Date: March 5, 2012 | By: /s/ Barney Harford | |
Barney Harford Chief Executive Officer and Director (Principal Executive Officer) | ||
| Date: March 5, 2012 | By: /s/ Russell Hammer | |
Russell Hammer Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||