##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008oro

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

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

(I.R.S. Employer
    Identification No.)500 W. Madison Street
    Suite 1000
    Chicago, Illinois

60661(Zip Code)(Address of principal executive
    offices)    (312) 894-5000 (Registrants
    telephone number, including area code)
   þ o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




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##### 





Table of
    Contents
  PageForward-looking Statements


3PART I


Financial Information (Unaudited)Item 1.


Financial Statements (Unaudited)


4Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)


4Condensed Consolidated Balance Sheets as of
    June 30, 2008 and December 31, 2007 (Unaudited)


5Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2008 and 2007 (As
    Restated) (Unaudited)


6Condensed Consolidated Statements of
    Comprehensive Income (Loss) for the Three and Six Months Ended
    June 30, 2008 and 2007 (Unaudited)


7Condensed Consolidated Statement of
    Shareholders Equity for the Six Months Ended June 30,
    2008 (Unaudited)


8Notes to Condensed Consolidated Financial
    Statements (Unaudited)


9Item 2.


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


26Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


39Item 4.


Controls and Procedures


40Item 4T.


Controls and Procedures


40PART II


Other InformationItem 1.


Legal Proceedings


42Item 1A.


Risk Factors


43Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


44Item 3.


Defaults Upon Senior Securities


44Item 4.


Submission of Matters to a Vote of Security
    Holders


44Item 5.


Other Information


44Item 6.


Exhibits


45Signatures


46Amendment #2 to the Transition Services AgreementSecond Amendment to Subscriber Services AgreementCertification of Chief Executive OfficerCertification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer   2




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Forward-looking
    Statements  Form 10-Q Form 10-Q Form 10-K Form 10-Q
   3




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net revenue

$
231


$
229


$
450


$
441Cost and expensesCost of revenue


46



42



89



80Selling, general and administrative


72



91



149



161Marketing


81



85



166



167Depreciation and amortization


17



12



32



25Total operating expenses


216



230



436



433Operating income (loss)


15



(1
)


14



8Other (expense)Interest expense, net


(15
)


(28
)


(31
)


(47
)Total other (expense)


(15
)


(28
)


(31
)


(47
)Loss before income taxes






(29
)


(17
)


(39
)Provision for income taxes


5



3



3



3Net loss

$
(5
)

$
(32
)

$
(20
)

$
(42
)Three Months





Six MonthsEnded





EndedJune 30, 2008





June 30, 2008Net loss

$
(5
)





$
(20
)Net loss per share  basic and diluted:Net loss per share

$
(0.06
)





$
(0.24
)Weighted average shares outstanding


83,243,607







83,199,010    4




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##### Table of Contents



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


December 31,2008


2007AssetsCurrent assets:Cash and cash equivalents

$
99


$
25Accounts receivable (net of allowance for doubtful accounts of
    $1 and $2, respectively)


84



60Prepaid expenses


19



16Security deposits


13



8Deferred income taxes, current


8



3Due from Travelport, net


15



Other current assets


12



9Total current assets


250



121Property and equipment, net


187



184Goodwill


1,197



1,181Trademarks and trade names


316



313Other intangible assets, net


59



68Deferred income taxes, non-current


11



12Other non-current assets


46



46Total Assets

$
2,066


$
1,925Liabilities and Shareholders EquityCurrent liabilities:Accounts payable

$
41


$
37Accrued merchant payable


318



218Accrued expenses


138



121Deferred income


44



28Due to Travelport, net






8Term loan, current


6



6Other current liabilities


7



4Total current liabilities


554



422Term loan, non-current


590



593Line of credit






1Tax sharing liability


123



114Unfavorable contracts


15



17Other non-current liabilities


39



40Total Liabilities


1,321



1,187Commitments and contingencies (see Note 9)Shareholders Equity:Preferred stock, $0.01 par value, 100 shares
    authorized, no shares issued or outstanding






Common stock, $0.01 par value, 140,000,000 shares
    authorized, 83,231,614 and 83,107,909 shares issued and
    outstanding, respectively


1



1Treasury stock, at cost, 17,407 and 8,852 shares held,
    respectively






Additional paid in capital


901



894Accumulated deficit


(171
)


(151
)Accumulated other comprehensive income (loss) (net of
    accumulated tax benefit of $2 and $2, respectively)


14



(6
)Total Shareholders Equity


745



738Total Liabilities and Shareholders Equity

$
2,066


$
1,925    5




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)(in millions)
  Six Months Ended June 30,2008


2007As Restated(Note 16)Operating activities:Net (loss)

$
(20
)

$
(42
)Adjustments to reconcile net (loss) to net cash provided by
    operating activities:Depreciation and amortization


32



25Non-cash revenue


(2
)


(5
)Non-cash interest expense


9



47Deferred income taxes


1



2Stock compensation


8



3(Recovery of) provision for bad debts


(1
)


3Changes in assets and liabilities:Accounts receivable


(22
)


(17
)Deferred income


18



22Due to/from Travelport, net


(22
)


Accounts payable, accrued merchant payable, accrued expenses and
    other current liabilities


115



109Other


(7
)


(6
)Net cash provided by operating activities


109



141Investing activities:Property and equipment additions


(26
)


(26
)Net cash (used in) investing activities


(26
)


(26
)Financing activities:Capital lease and debt payments


(4
)


Advances to Travelport






(85
)Payments to satisfy employee tax withholding obligations upon
    vesting of equity-based awards


(1
)


Payments on tax sharing liability


(7
)


Proceeds from line of credit


29



Payments on line of credit


(30
)


Net cash (used in) financing activities


(13
)


(85
)Effects of changes in exchange rates on cash and cash equivalents


4



1Net increase in cash and cash equivalents


74



31Cash and cash equivalents at beginning of period


25



18Cash and cash equivalents at end of period

$
99


$
49Supplemental disclosure of cash flow information:Income tax payments, net

$
2


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

$
22



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

$
3


$
3Non-cash financing activity:Non-cash capital contributions and distributions to Travelport





$
(854
)    6




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    (UNAUDITED)

(in millions) Six MonthsThree Months Ended June 30,


Ended June 30,2008


2007


2008


2007Net loss

$
(5
)

$
(32
)

$
(20
)

$
(42
)Other comprehensive income, net of income taxesCurrency translation adjustment


11



5



19



5Unrealized gains on floating to fixed interest rate swaps (net
    of tax (expense) benefit of $(2), $0, almost nil and $0,
    respectively)


4







1



Other comprehensive income


15



5



20



5Comprehensive income (loss)

$
10


$
(27
)





$
(37
)    7




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENT OF
    SHAREHOLDERS EQUITY (UNAUDITED)(in millions)
  AccumulatedAdditional





Other


TotalCommon Stock


Paid in


Accumulated


Comprehensive


ShareholdersShares


Amount


Capital


Deficit


(Loss) Income


EquityBalance at December 31, 2007


83


$
1


$
894


$
(151
)

$
(6
)

$
738Net loss














(20
)






(20
)Amortization of equity-based compensation awards granted to
    employees, net of payments to satisfy employee tax withholding
    obligations upon vesting










7











7Other comprehensive income, net of tax benefit of almost nil


















20



20Balance at June 30, 2008


83


$
1


$
901


$
(171
)

$
14


$
745    8




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)  1.
    Basis of
    Presentation  Description
    of the Business
    Form 10-Q.
      Basis of
    Presentation
         9




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K
      Restatement
    2.
    Recently
    Issued Accounting Pronouncements  No. FAS 157-2, (FSP 157-2),
   10




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        3.
    Property
    and Equipment, Net    June 30, 2008


December 31, 2007(in millions)Capitalized software

$
166


$
149Furniture, fixtures and equipment


63



60Leasehold improvements


15



15Construction in progress


12



7Gross property and equipment


256



231Less: accumulated depreciation and amortization


(69
)


(47
)Property and equipment, net

$
187


$
184    11




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Goodwill
    and Intangible Assets    June 30, 2008


December 31, 2007(in millions)Goodwill and Indefinite-Lived Intangible Assets:Goodwill

$
1,197


$
1,181Trademarks and trade names


316



313     Amount(in millions)Balance at December 31, 2007

$
1,181Impact of foreign currency translation (a)


18Other (b)


(2
)Balance at June 30, 2008

$
1,197  (a)
    Goodwill is allocated among our subsidiaries, including certain
    international subsidiaries. As a result, the carrying amount of
    our goodwill is impacted by foreign currency translation each
    period.  (b)
    As of June 30, 2008, we have recorded a full valuation
    allowance against our net domestic deferred income tax asset.
    This valuation allowance was established through purchase
    accounting in connection with the Blackstone Acquisition. To the
    extent that any of this valuation allowance is reduced at
    December 31, 2008, these reductions will be recorded as
    adjustments to goodwill. We are forecasting a net overall
    decrease to our domestic valuation allowance for the year ending
    December 31, 2008. As a result, the release of the
    valuation allowance related to the domestic deferred income tax
    assets was recorded as an adjustment to goodwill as of
    June 30, 2008.    June 30, 2008


December 31, 2007Gross





Net


Weighted


Gross





Net


WeightedCarrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Useful Life


Amount


Amortization


Amount


Useful Life(in millions)





(in years)





(in millions)





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

$
90


$
(35
)

$
55



6


$
90


$
(26
)

$
64



6Vendor relationships and other


5



(1
)


4



7



5



(1
)


4



7Total Finite-Lived Intangible Assets

$
95


$
(36
)

$
59



6


$
95


$
(27
)

$
68



6    12




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##### Table of Contents



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

(in millions)2008 (remaining 6 months)

$
102009


192010


132011


42012


3Thereafter


10Total

$
59   5.
    Accrued
    Expenses    June 30, 2008


December 31, 2007(in millions)Advertising and marketing

$
39


$
25Employee costs


22



15Tax sharing liability, current


19



27Technology costs


9



6Facilities costs


6



8Rebates


6



6Customer service costs


5



5Professional fees


5



4Unfavorable contracts, current


3



3Other


24



22Total accrued expenses

$
138


$
121   6.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
     13




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revolver
    7.
    Tax
    Sharing Liability        Amount(in millions)Balance at December 31, 2007

$
141Accretion of interest expense (a)


8Cash payments


(7
)Balance at June 30, 2008

$
142   (a)
    We accreted interest expense related to the tax sharing
    liability of $4 million and $3 million for the three
    months ended June 30, 2008 and June 30, 2007,
    respectively, and $8 million and $6 million for the
    six months ended June 30, 2008 and June 30, 2007,
    respectively. 14




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##### Table of Contents



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

(in millions)2008 (remaining 6 months)

$
132009


132010


142011


282012


21Thereafter


180Total

$
269   8.
    Unfavorable
    Contracts         15




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Commitments
    and Contingencies  Form 10-K.
  Company
    Litigation
           16




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Surety
    Bonds and Bank Guarantees
    Financing
    Arrangements
  non-U.S. government
  10.
    Income
    Taxes    Amount(in millions)Balance as of December 31, 2007

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


1Balance as of June 30, 2008

$
3      17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Equity-Based
    Compensation    Stock
    Options
    Weighted AverageWeighted Average


Remaining


AggregateExercise Price


Contractual Term


IntrinsicShares


(per share)


(in years)


Value(a)Outstanding at December 31, 2007


2,560,676


$
14.96



9.6Granted


2,078,486


$
6.28



7.0Forfeited


(227,450
)

$
15.00



9.1Outstanding at June 30, 2008


4,411,712


$
10.87



8.1



Exercisable at June 30, 2008


235,583


$
15.00



9.1



   (a)
    The exercise price of stock options outstanding and exercisable
    at June 30, 2008 exceeded the market value, and therefore,
    the aggregate intrinsic value for these stock options was zero.     18




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##### Table of Contents



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


Expected volatility


41%Expected life (in years)


4.76Risk-free interest rate


3.64%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted Stock


Fair ValueUnits


(per share)Unvested at December 31, 2007


2,296,351


$
13.28Granted


1,420,930


$
6.22Vested (a)


(170,700
)

$
11.89Forfeited


(413,509
)

$
12.72Unvested at June 30, 2008


3,133,072


$
10.23   (a)
    We issued 132,260 shares of common stock in connection with
    the vesting of restricted stock units during the six months
    ended June 30, 2008, which is net of the number of shares
    retained (but not issued) by us in satisfaction of minimum tax
    withholding obligations associated with the vesting.      Restricted
    Stock
    Performance-Based
    Restricted Stock Units
   19




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2 3
      Non-Employee
    Directors Deferred Compensation Plan
  non-employee non-employee
  Compensation
    Expense
    12.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
         20




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Hedges
    13.
    Loss per
    Share      Three Months Ended


Six Months EndedJune 30, 2008


June 30, 2008(in millions, except share and per share data)Net Loss

$
(5
)

$
(20
)Net Loss per Share  Basic and Diluted:Weighted Average Shares Outstanding for Basic and Diluted Net
    Loss Per Share (a)


83,243,607



83,199,010Basic and Diluted

$
(0.06
)

$
(0.24
)   (a)
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted loss per share
    for the three months and six months ended June 30, 2008
    because we had a net loss for each period. Accordingly, the
    inclusion of these equity awards would have had an antidilutive
    effect on diluted loss per share. 21




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     As ofAntidilutive Equity Awards

June 30, 2008Stock options


4,411,712Restricted stock units


3,133,072Restricted stock


24,882Performance-based restricted stock units


249,108Total


7,818,774   14.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    June 30, 2008


December 31, 2007(in millions)Due from Travelport, net

$
15



Due to Travelport, net





$
8       Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(in millions)Net revenue (a)

$
41


$
29


$
82


$
60Selling, general and administrative expense






4



2



7Interest expense






25



1



43   (a)
    
    These amounts include net revenue related to our GDS services
    agreements and bookings sourced through Donvand Limited and
    OctopusTravel Group Limited (doing business as Gullivers
    Travel Associates, GTA) for the periods presented.     22




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Related
    Party Transactions with Affiliates of Blackstone and
    TCV
    June 30, 2008


December 31, 2007(in millions)Accounts payable

$
3


$
1     Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007(in millions)Net revenue

$
3


$
3


$
6


$
6Cost of revenue


3







5



Selling, general and administrative expense


2







3



     15.
    Fair
    Value Measurements  FSP 157-2,
 23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fair Value Measurements as of June 30, 2008Significant other


SignificantQuoted prices in


observable


unobservableBalance at


active markets


inputs


inputsJune 30, 2008


(Level 1)


(Level 2)


(Level 3)(in millions)Interest rate swap asset (see Note 12 
    Derivative Financial Instruments)

$
1






$
1



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

$
6






$
6



     16.
    Restatement  Form 10-Q
     24




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Six Months Ended June 30, 2007Previously


AsReported


Restated(in millions)Net cash provided by operating activities:Accounts receivable

$
(15
)

$
(17
)Accounts payable, accrued merchant payable, accrued expenses and
    other current liabilities


146



109Net cash provided by operating activities


180



141Net cash (used in) investing activities


(26
)


(26
)Net cash (used in) financing activities:Advances to Travelport


(122
)


(85
)Net cash (used in) financing activities


(122
)


(85
)Effects of changes in exchange rates on cash and cash equivalents


1



1Net increase in cash and cash equivalents


33



31Cash and cash equivalents at beginning of period


28



18Cash and cash equivalents at end of period

$
61


$
49  25




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The following discussion should be read in conjunction with
    our condensed consolidated financial statements included
    elsewhere in this report and our 2007 Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 21, 2008. The following discussion gives effect to
    the restatement discussed in Note 16 
    Restatement of the Notes to the Unaudited Condensed Consolidated
    Financial Statements.
  OVERVIEW
              
    reduce development costs and the time it takes to launch
    innovative new features on our websites; 26




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##### Table of Contents




    increase operating efficiencies through back office automation
    and by centralizing certain business functions such as customer
    service, fulfillment and accounting;
    increase the options available to our white label partners by
    tailoring their website experiences to match their customer base
    and brand identity; and
    offer our suppliers an efficient way to access our distribution
    channels via a single extranet connection.      Industry
    Trends
         27




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##### Table of Contents



pay-per-click
    RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
     28




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##### Table of Contents



Three Months








Six MonthsEnded June 30,


$


%


Ended June 30,


$


%2008


2007


Change


Change


2008


2007


Change


Change(in millions)








(in millions)Gross bookings (a)DomesticAir

$
1,944


$
1,991


$
(47
)


(2
)%

$
3,694


$
3,862


$
(168
)


(4
)%Non-air and other


623



606



17



3
%


1,260



1,265



(5
)


Total domestic gross bookings


2,567



2,597



(30
)


(1
)%


4,954



5,127



(173
)


(3
)%InternationalAir


308



205



103



50
%


629



429



200



47
%Non-air and other


168



133



35



26
%


335



254



81



32
%Total international gross bookings


476



338



138



41
%


964



683



281



41
%Total gross bookings

$
3,043


$
2,935


$
108



4
%

$
5,918


$
5,810


$
108



2
%Net revenueDomesticAir

$
74


$
85


$
(11
)


(13
)%

$
148


$
164


$
(16
)


(10
)%Non-air and other


104



100



4



4
%


198



187



11



6
%Total domestic net revenue


178



185



(7
)


(4
)%


346



351



(5
)


(1
)%InternationalAir


16



18



(2
)


(11
)%


37



38



(1
)


(3
)%Non-air and other


37



26



11



42
%


67



52



15



29
%Total international net revenue


53



44



9



20
%


104



90



14



16
%Total net revenue

$
231


$
229


$
2



1
%

$
450


$
441


$
9



2
%   (a)
    
    Gross bookings data presented in the table above for the three
    and six months ended June 30, 2007 excludes Travelbag, an
    offline U.K. travel business that we sold in July 2007.  Comparison
    of the three months ended June 30, 2008 to the three months
    ended June 30, 2007
  Gross
    Bookings
      Net Revenue 
 29




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##### Table of Contents



Comparison
    of the six months ended June 30, 2008 to the six months
    ended June 30, 2007
  Gross
    Bookings
      Net Revenue 
  Results
    of Operations
  Comparison
    of the three months ended June 30, 2008 to the three months
    ended June 30, 2007
  Three Months EndedJune 30,


$


%2008


2007


Change


Change(in millions)Net revenueAir

$
90


$
103


$
(13
)


(13
)%Non-air and other


141



126



15



12
%Total net revenue


231



229



2



1
%Cost and expensesCost of revenue


46



42



4



10
%Selling, general and administrative


72



91



(19
)


(21
)%Marketing


81



85



(4
)


(5
)%Depreciation and amortization


17



12



5



42
%Total operating expenses


216



230



(14
)


(6
)%Operating income (loss)


15



(1
)


16



(1600
)%Other (expense)Interest expense, net


(15
)


(28
)


13



(46
)%Total other (expense)


(15
)


(28
)


13



(46
)%Loss before income taxes






(29
)


29



(100
)%Provision for income taxes


5



3



2



67
%Net loss

$
(5
)

$
(32
)

$
27



(84
)%As a percentage of net revenueCost of revenue


20
%


18
%Selling, general and administrative expense


31
%


40
%  30




---



##### Table of Contents



Net
    Revenue
    Air.
      Non-air and Other.
      Cost of
    Revenue
    Selling,
    General and Administrative
   31




---



##### Table of Contents



Marketing
    Depreciation
    and Amortization
    Interest
    Expense, Net
    Provision
    for Income Taxes
   32




---



##### Table of Contents



Comparison
    of the six months ended June 30, 2008 to the six months
    ended June 30, 2007
  Six Months EndedJune 30,


$


%2008


2007


Change


Change(in millions)Net revenueAir

$
185


$
202


$
(17
)


(8
)%Non-air and other


265



239



26



11
%Total net revenue


450



441



9



2
%Cost and expensesCost of revenue


89



80



9



11
%Selling, general and administrative


149



161



(12
)


(7
)%Marketing


166



167



(1
)


(1
)%Depreciation and amortization


32



25



7



28
%Total operating expenses


436



433



3



1
%Operating income


14



8



6



75
%Other (expense)Interest expense, net


(31
)


(47
)


16



(34
)%Total other (expense)


(31
)


(47
)


16



(34
)%Loss before income taxes


(17
)


(39
)


22



(56
)%Provision for income taxes


3



3







Net loss

$
(20
)

$
(42
)

$
22



(52
)%As a percentage of net revenueCost of revenue


20
%


18
%Selling, general and administrative expense


33
%


37
%   Net
    Revenue
    Air.
   33




---



##### Table of Contents



Non-air and Other.
      Cost of
    Revenue
    Selling,
    General and Administrative
   34




---



##### Table of Contents



Marketing
    Depreciation
    and Amortization
    Interest
    Expense, Net
    Related
    Party Transactions
    Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
   35




---



##### Table of Contents



36




---



##### Table of Contents



Cash
    Flows
    Six Months Ended June 30,2008


2007(As Restated)(in millions)Beginning cash and cash equivalents

$
25


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


109



141Investing activities


(26
)


(26
)Financing activities


(13
)


(85
)Effect of changes in exchange rates on cash and cash equivalents


4



1Net increase in cash and cash equivalents


74



31Ending cash and cash equivalents

$
99


$
49   Operating
    Activities
      Investing
    Activities
    Financing
    Activities
   37




---



##### Table of Contents



Financing
    Arrangements
        
    incur additional indebtedness or guarantees;
    enter into sale or leaseback transactions;
    make investments, loans or acquisitions;
    grant or incur liens on our assets;
    sell our assets;
    engage in mergers, consolidations, liquidations or dissolutions;
    engage in transactions with affiliates; and
    make restricted payments.        Financial
    Obligations
  Commitments
    and Contingencies
   38




---



##### Table of Contents



Contractual
    Obligations
  Form 10-K.
  Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  Surety
    Bonds and Bank Guarantees
    CRITICAL
    ACCOUNTING POLICIES
  Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Foreign
    Currency Risk
    Transaction
    Exposure
   39




---



##### Table of Contents



Translation
    Exposure
    Interest
    Rate Risk
    Sensitivity
    Analysis
    Item 4.
    Controls
    and Procedures.    Item 4T.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Form 10-Q/A Form 10-K/A
 40




---



##### Table of Contents



Form 10-Q.
  Form 10-Q.
  Remediation
    Plan for Material Weakness in Internal Control over Financial
    Reporting
      
    a control necessary to meet the control objective is
    missing; or
    an existing control is not properly designed such that, even if
    the control operates as designed, the control objective is not
    always met.      
    insufficient complement of external reporting, technical
    accounting or tax staff commensurate to support stand-alone
    external financial reporting under public company or SEC
    requirements;
    lack of a fully integrated financial consolidation and reporting
    system, and as a result, extensive manual analysis,
    reconciliation and adjustments are required in order to produce
    financial statements for external reporting purposes;
    insufficient review of account reconciliations to ensure that
    all unreconciled items are identified and resolved in a timely
    manner; and
    incomplete evaluation and documentation of the policies and
    procedures to be used for external financial reporting,
    accounting and income tax purposes.   41




---



##### Table of Contents



Personnel
    Tax
    Treasury
    Policies
    and Procedures
    Controls
      Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.  Form 10-K Form 10-Q
  Litigation
    Relating to Hotel Occupancy Taxes
   42




---



##### Table of Contents



Findlay Columbus/Dayton
          Item 1A.
    Risk
    Factors.  Form 10-K
 43




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Total Number ofShares Purchased as


Maximum Number ofPart of Publicly


Shares That May Yet beTotal Number of


Average Price


Announced Plans or


Purchased Under thePeriod

Shares Purchased(a)


Paid per Share


Programs(b)


Plans or Programs(b)April 1, 2008 to April 30, 2008














May 1, 2008 to May 31, 2008


324


$
6.90







June 1, 2008 to June 30, 2008














Total


324


$
6.90







   (a)
    
    Represents shares of our common stock transferred to us from
    employees in satisfaction of minimum tax withholding obligations
    associated with the vesting of restricted stock during the
    period. These shares are held by us in treasury.(b)
    
    During the second quarter of 2008, we did not have a publicly
    announced plan or program for the repurchase of our common stock.  Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Proposal 1:
  Nominee

For


WithheldJaynie Miller Studenmund


74,402,126



199,553Richard P. Fox


74,414,063



187,616     Proposal 2:
  For


Against


Abstain


Broker Non-Votes65,250,066



2,527,064



7,902



6,816,647   Proposal 3:
  For


Against


Abstain


Broker Non-Votes61,256,369



6,503,783



24,879



6,816,648   Proposal 4:
  For


Against


Abstain


Broker Non-Votes74,420,250



173,869



7,559



0   Item 5.
    Other
    Information.   44




---



##### Table of Contents



Item 6.
    Exhibits.  Exhibit No.

Description3
.1

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

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

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

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

First Amendment to the Separation Agreement, dated as of
    May 5, 2008, between Travelport Limited and Orbitz
    Worldwide, Inc. (incorporated by reference to Exhibit 10.1
    to the Orbitz Worldwide, Inc. Current Report on
    Form 8-K
    filed on May 6, 2008).10
.2

Amendment #2 to the Transition Services Agreement, effective as
    of March 31, 2008, by and among Travelport Inc. and Orbitz
    Worldwide, Inc.10
.3

Second Amendment to Subscriber Services Agreement, dated as of
    July 23, 2007, between Galileo International, L.L.C.,
    Galileo Nederland B.V. and Orbitz Worldwide, LLC31
.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.  45




---



##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INC.Date: August 8, 2008

By: /s/  Steven
    BarnhartSteven
    BarnhartPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: August 8, 2008

By: /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: August 8, 2008

By: /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting and External Reporting
    (Principal Accounting Officer)  46