##### 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
    September 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
  Rule 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




---



##### 





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 Nine Months Ended September 30, 2008 and
    2007 (Unaudited)


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


5Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2008 and 2007
    (Unaudited)


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


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


8Notes to Condensed Consolidated Financial
    Statements (Unaudited)


9Item 2.


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


28Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


44Item 4.


Controls and Procedures


45Item 4T.


Controls and Procedures


45PART II


Other InformationItem 1.


Legal Proceedings


46Item 1A.


Risk Factors


47Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


48Item 3.


Defaults Upon Senior Securities


48Item 4.


Submission of Matters to a Vote of Security
    Holders


48Item 5.


Other Information


49Item 6.


Exhibits


49Signatures


50EXHIBIT 10.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



Forward-looking
    Statements  Form 10-Q Form 10-Q Form 10-K/A 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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Net revenue


$240



$221



$690



$662Cost and expensesCost of revenue


41



36



130



116Selling, general and administrative


75



71



224



232Marketing


86



78



252



245Depreciation and amortization


17



17



49



42Impairment of goodwill and intangible assets


297







297



Total operating expenses


516



202



952



635Operating (loss) income


(276
)


19



(262
)


27Other (expense)Interest expense, net


(16
)


(19
)


(47
)


(66
)Total other (expense)


(16
)


(19
)


(47
)


(66
)Loss before income taxes


(292
)






(309
)


(39
)(Benefit) provision for income taxes


(5
)


32



(2
)


35Net loss

$
(287
)


$(32
)

$
(307
)


$(74
)   Three Months


Period from


Nine Months


Period fromEnded


July 18, 2007 to


Ended


July 18, 2007 toSeptember 30, 2008


September 30, 2007


September 30, 2008


September 30, 2007Net loss


$(287
)


$(31
)


$(307
)


$(31
)Net loss per share  basic and diluted:Net loss per share


$(3.44
)


$(0.38
)


$(3.69
)


$(0.38
)Weighted average shares outstanding


83,413,369



79,807,770



83,273,050



79,807,770    4




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##### Table of Contents



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


December 31,2008


2007AssetsCurrent assets:Cash and cash equivalents

$
103


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


69



60Prepaid expenses


18



16Security deposits






8Deferred income taxes, current


11



3Due from Travelport, net


13



Other current assets


10



9Total current assets


224



121Property and equipment, net


189



184Goodwill


956



1,181Trademarks and trade names


236



313Other intangible assets, net


40



68Deferred income taxes, non-current


12



12Other non-current assets


49



46Total Assets

$
1,706


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

$
42


$
37Accrued merchant payable


263



218Accrued expenses


122



121Deferred income


38



28Due to Travelport, net






8Term loan, current


6



6Other current liabilities


12



4Total current liabilities


483



422Term loan, non-current


588



593Line of credit


26



1Tax sharing liability


123



114Unfavorable contracts


14



17Other non-current liabilities


36



40Total Liabilities


1,270



1,187Commitments and contingencies (see Note 10)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, 83,284,999 and 83,107,909 shares issued and
    outstanding, respectively


1



1Treasury stock, at cost, 17,731 and 8,852 shares held,
    respectively






Additional paid in capital


905



894Accumulated deficit


(458
)


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


(12
)


(6
)Total Shareholders Equity


436



738Total Liabilities and Shareholders Equity

$
1,706


$
1,925    5




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
    (in millions)
  Nine Months EndedSeptember 30,2008


2007Operating activities:Net loss

$
(307
)

$
(74
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


49



42Impairment of goodwill and intangible assets


297



Non-cash revenue


(2
)


(7
)Non-cash interest expense


14



8Deferred income taxes


(3
)


34Stock compensation


12



4Provision for bad debts






3Changes in assets and liabilities:Accounts receivable


(8
)


(24
)Deferred income


13



12Due to/from Travelport, net


(18
)


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


72



82Other


2



(15
)Net cash provided by operating activities


121



65Investing activities:Property and equipment additions


(42
)


(36
)Proceeds from the sale of business, net of cash assumed by buyer






(31
)Net cash (used in) investing activities


(42
)


(67
)Financing activities:Proceeds from initial public offering, net of offering costs






477Proceeds from issuance of debt, net of issuance costs






595Repayment of note payable to Travelport






(860
)Dividend to Travelport






(109
)Payment for settlement of intercompany balances with Travelport






(17
)Capital contributions from Travelport






25Capital lease and debt payments


(6
)


(1
)Advances to Travelport






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


(1
)


Payments on tax sharing liability


(17
)


Proceeds from line of credit


54



Payments on line of credit


(30
)


Net cash provided by financing activities






25Effects of changes in exchange rates on cash and cash equivalents


(1
)


3Net increase in cash and cash equivalents


78



26Cash and cash equivalents at beginning of period


25



18Cash and cash equivalents at end of period

$
103


$
44Supplemental disclosure of cash flow information:Income tax (refunds) payments, net

$
(3
)

$
8Cash interest payments, net of capitalized interest of almost
    nil and $3, respectively

$
35


$
55Non-cash investing activity:Capital expenditures incurred not yet paid

$
2


$
2Non-cash financing activity:Non-cash capital contributions and distributions to Travelport





$
(814
)    6




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##### Table of Contents



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


Nine Months EndedEnded September 30,


September 30,2008


2007


2008


2007Net loss

$
(287
)

$
(32
)

$
(307
)

$
(74
)Other comprehensive (loss) income, net of income taxesCurrency translation adjustment


(28
)


(5
)


(9
)


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


2



(3
)


3



(3
)Other comprehensive loss


(26
)


(8
)


(6
)


(3
)Comprehensive loss

$
(313
)

$
(40
)

$
(313
)

$
(77
)    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


EquityBalance at December 31, 2007


83


$
1


$
894


$
(151
)

$
(6
)

$
738Net loss














(307
)






(307
)Amortization of equity-based compensation awards granted to
    employees, net of payments to satisfy employee tax withholding
    obligations upon vesting










11











11Other comprehensive loss, net of tax benefit of $0


















(6
)


(6
)Balance at September 30, 2008


83


$
1


$
905


$
(458
)

$
(12
)

$
436    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.
  business-to-consumer
    Basis of
    Presentation
    business-to-consumer
     9




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K/A
      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.
    Impairment
    of Goodwill and Intangible Assets        Form 10-K/A
   11




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             12




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Property
    and Equipment, Net    September 30, 2008


December 31, 2007(in millions)Capitalized software

$
174


$
149Furniture, fixtures and equipment


60



60Leasehold improvements


14



15Construction in progress


17



7Gross property and equipment


265



231Less: accumulated depreciation and amortization


(76
)


(47
)Property and equipment, net

$
189


$
184     5.
    Goodwill
    and Intangible Assets    September 30, 2008


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

$
956


$
1,181Trademarks and trade names


236



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

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


(15
)Impairment (b)


(210
)Balance at September 30, 2008

$
956  (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)
    During the third quarter of 2008, we performed an interim
    impairment test on our goodwill and indefinite-lived intangible
    assets. As a result of this testing, we recorded a non-cash
    impairment charge of $210 million related to goodwill and
    $74 million related to trademarks and trade names (see
    Note 3  Impairment of Goodwill and Intangible
    Assets). 13




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##### Table of Contents



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

$
71


$
(34
)

$
37



4


$
90


$
(26
)

$
64



6Vendor relationships and other


4



(1
)


3



7



5



(1
)


4



7Total Finite-Lived Intangible Assets

$
75


$
(35
)

$
40



5


$
95


$
(27
)

$
68



6   (a)
    
    During the third quarter of 2008, we performed an impairment
    test on our finite-lived intangible assets. As a result of this
    testing, we recorded a non-cash impairment charge of
    $13 million related to our customer relationships (see
    Note 3  Impairment of Goodwill and Intangible
    Assets).      Year

(in millions)2008 (remaining 3 months)

$
42009


172010


112011


32012


2Thereafter


3Total

$
40  14




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Accrued
    Expenses    September 30, 2008


December 31, 2007(in millions)Advertising and marketing

$
38


$
25Employee costs


17



15Tax sharing liability, current


13



27Technology costs


9



6Professional fees


6



4Rebates


6



6Facilities costs


5



8Customer service costs


4



5Unfavorable contracts, current


3



3Other


21



22Total accrued expenses

$
122


$
121   7.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
      Revolver
     15




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    Tax
    Sharing Liability        Amount(in millions)Balance at December 31, 2007

$
141Accretion of interest expense (a)


12Cash payments


(17
)Balance at September 30, 2008

$
136   (a)
    We accreted interest expense related to the tax sharing
    liability of $4 million and $5 million for the three
    months ended September 30, 2008 and September 30,
    2007, respectively, and $12 million and $11 million
    for the nine months ended September 30, 2008 and
    September 30, 2007, respectively.   16




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##### Table of Contents



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

(in millions)2008 (remaining 3 months)

$
32009


132010


132011


132012


38Thereafter


179Total

$
259   9.
    Unfavorable
    Contracts         17




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Commitments
    and Contingencies  Form 10-K/A.
  Company
    Litigation
         18




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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
  11.
    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 September 30, 2008

$
3  19




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          12.
    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


2,123,360


$
6.27



6.7Forfeited


(252,453
)

$
14.14



8.6Outstanding at September 30, 2008


4,431,583


$
10.85



7.8



Exercisable at September 30, 2008


731,205


$
15.00



8.8



   (a)
    The aggregate intrinsic value for stock options outstanding at
    September 30, 2008 was almost nil. The exercise price of
    stock options exercisable at September 30, 2008 exceeded
    the market value, and therefore, the aggregate intrinsic value
    for these stock options was zero. 20




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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


3.63%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted Stock


Fair ValueUnits


(per share)Unvested at December 31, 2007


2,296,351


$
13.28Granted


1,440,024


$
6.22Vested (a)


(221,878
)

$
11.92Forfeited


(498,820
)

$
12.59Unvested at September 30, 2008


3,015,677


$
10.13   (a)
    We issued 173,116 shares of common stock in connection with
    the vesting of restricted stock units during the nine months
    ended September 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.   21




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock
    Performance-Based
    Restricted Stock Units
  2 3
      Non-Employee
    Directors Deferred Compensation Plan
    Compensation
    Expense
    13.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
   22




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Foreign
    Currency Hedges
   23




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##### Table of Contents



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Loss per
    Share    Period from





Period fromThree Months Ended


July 18, 2007 to


Nine Months Ended


July 18, 2007 toSeptember 30, 2008


September 30, 2007


September 30, 2008


September 30, 2007(in millions, except share and per share data)Net Loss

$
(287
)

$
(31
)

$
(307
)

$
(31
)Net Loss per Share  Basic and Diluted:Weighted Average Shares Outstanding for Basic and Diluted Net
    Loss Per Share (a)


83,413,369



79,807,770



83,273,050



79,807,770Basic and Diluted (b)

$
(3.44
)

$
(0.38
)

$
(3.69
)

$
(0.38
)   (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 nine months ended September 30,
    2008 and for the period from July 18, 2007 to
    September 30, 2007 because we had a net loss for each
    period. Accordingly, the inclusion of these equity awards would
    have had an antidilutive effect on diluted loss per share.  (b)
    Net loss per share may not recalculate due to rounding.    Period from





Period fromThree Months Ended


July 18, 2007 to


Nine Months Ended


July 18, 2007 toAntidilutive Equity Awards

September 30, 2008


September 30, 2007


September 30, 2008


September 30, 2007Stock options


4,431,583



2,717,925



4,431,583



2,717,925Restricted stock units


3,015,677



2,407,860



3,015,677



2,407,860Restricted stock


21,772



58,363



21,772



58,363Performance-based restricted stock units


249,108







249,108



Total


7,718,140



5,184,148



7,718,140



5,184,148   15.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    September 30, 2008

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

$
13



Due to Travelport, net





$
8    24




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(in millions)Net revenue (a)

$
36


$
32


$
118


$
92Selling, general and administrative expense


1



2



3



9Interest expense


1



6



2



49   (a)
    
    These amounts include net revenue related to our GDS services
    agreement and bookings sourced through Donvand Limited and
    OctopusTravel Group Limited (doing business as Gullivers
    Travel Associates, GTA) for the periods presented.        Related
    Party Transactions with Affiliates of Blackstone and
    TCV
    September 30, 2008

December 31, 2007(in millions)Accounts payable

$
5


$
1  25




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(in millions)Net revenue

$
5


$
3


$
11


$
9Cost of revenue


2







7



Selling, general and administrative expense


1



1



4



1Marketing expense






1







1     16.
    Fair
    Value Measurements  FSP 157-2,
     26




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##### Table of Contents



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


SignificantQuoted prices in


observable


unobservableBalance at


active markets


inputs


inputsSeptember 30, 2008


(Level 1)


(Level 2)


(Level 3)(in millions)Foreign currency hedge asset (see Note 13 
    Derivative Financial Instruments)

$
1


$
1







Interest rate swap asset (see Note 13 
    Derivative Financial Instruments) (a)














Interest rate swap liabilities (see Note 13 
    Derivative Financial Instruments)

$
4






$
4



   (a)
    
    At September 30, 2008, almost nil of the total fair market
    value of our interest rate swaps represented an asset. The fair
    value was determined based on Level 2 inputs.      17.
    Subsequent
    Events   27




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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/A
    filed with the Securities and Exchange Commission on
    August 28, 2008.
  OVERVIEW
              
    reduce development costs and the time it takes to launch
    innovative new features on our websites; 28




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
    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
            year-over-year
 29




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##### Table of Contents



pay-per-click
    RESULTS
    OF OPERATIONS
  Key
    Operating Metrics
   30




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##### Table of Contents



Three Months Ended








Nine Months EndedSeptember 30,


$


%


September 30,


$


%2008


2007


Change


Change


2008


2007


Change


Change(in millions)








(in millions)Gross bookings (a)DomesticAir

$
1,703


$
1,701


$
2






$
5,397


$
5,563


$
(166
)


(3
)%Non-air and other


610



561



49



9
%


1,870



1,826



44



2
%Total domestic gross bookings


2,313



2,262



51



2
%


7,267



7,389



(122
)


(2
)%InternationalAir


264



212



52



25
%


893



641



252



39
%Non-air and other


157



151



6



4
%


492



405



87



21
%Total international gross bookings


421



363



58



16
%


1,385



1,046



339



32
%Total gross bookings

$
2,734


$
2,625


$
109



4
%

$
8,652


$
8,435


$
217



3
%Net revenueDomesticAir

$
70


$
76


$
(6
)


(8
)%

$
218


$
240


$
(22
)


(9
)%Non-air and other


117



99



18



18
%


315



286



29



10
%Total domestic net revenue


187



175



12



7
%


533



526



7



1
%InternationalAir


17



16



1



6
%


54



54







Non-air and other


36



30



6



20
%


103



82



21



26
%Total international net revenue


53



46



7



15
%


157



136



21



15
%Total net revenue

$
240


$
221


$
19



9
%

$
690


$
662


$
28



4
%   (a)
    
    Gross bookings data presented in the table above for the three
    and nine months ended September 30, 2007 excludes
    Travelbag, an offline U.K. travel business that we sold in July
    2007.  Comparison
    of the three months ended September 30, 2008 to the three
    months ended September 30, 2007
  Gross
    Bookings
   31




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##### Table of Contents



Net
    Revenue  See
    discussion of net revenue in the Results of Operations section.
  Comparison
    of the nine months ended September 30, 2008 to the nine
    months ended September 30, 2007
  Gross
    Bookings
     32




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##### Table of Contents



Net
    Revenue  See
    discussion of net revenue in the Results of Operations section.
  Results
    of Operations
  Comparison
    of the three months ended September 30, 2008 to the three
    months ended September 30, 2007
  Three Months EndedSeptember 30,


$


%2008


2007


Change


Change(in millions)Net revenueAir

$
87


$
92


$
(5
)


(5
)%Non-air and other


153



129



24



19
%Total net revenue


240



221



19



9
%Cost and expensesCost of revenue


41



36



5



14
%Selling, general and administrative


75



71



4



6
%Marketing


86



78



8



10
%Depreciation and amortization


17



17







Impairment of goodwill and intangible assets


297







297



**Total operating expenses


516



202



314



155
%Operating (loss) income


(276
)


19



(295
)


(1553
)%Other (expense)Interest expense, net


(16
)


(19
)


3



(16
)%Total other (expense)


(16
)


(19
)


3



(16
)%Loss before income taxes


(292
)






(292
)


**(Benefit) provision for income taxes


(5
)


32



(37
)


(116
)%Net loss

$
(287
)

$
(32
)

$
(255
)


797
%As a percentage of net revenueCost of revenue


17
%


16
%Selling, general and administrative expense


31
%


32
%   **
    
    Not meaningful.  Net
    Revenue
    Air.
     33




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##### Table of Contents



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




---



##### Table of Contents



Impairment
    of Goodwill and Intangible Assets
    Interest
    Expense, Net
    (Benefit)
    Provision for Income Taxes
     35




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##### Table of Contents



Comparison
    of the nine months ended September 30, 2008 to the nine
    months ended September 30, 2007
  Nine Months EndedSeptember 30,


$


%2008


2007


Change


Change(in millions)Net revenueAir

$
272


$
294


$
(22
)


(7
)%Non-air and other


418



368



50



14
%Total net revenue


690



662



28



4
%Cost and expensesCost of revenue


130



116



14



12
%Selling, general and administrative


224



232



(8
)


(3
)%Marketing


252



245



7



3
%Depreciation and amortization


49



42



7



17
%Impairment of goodwill and intangible assets


297







297



**Total operating expenses


952



635



317



50
%Operating (loss) income


(262
)


27



(289
)


(1070
)%Other (expense)Interest expense, net


(47
)


(66
)


19



(29
)%Total other (expense)


(47
)


(66
)


19



(29
)%Loss before income taxes


(309
)


(39
)


(270
)


692
%(Benefit) provision for income taxes


(2
)


35



(37
)


(106
)%Net loss

$
(307
)

$
(74
)

$
(233
)


315
%As a percentage of net revenueCost of revenue


19
%


18
%Selling, general and administrative expense


32
%


35
%   **
    
    Not meaningful.  Net
    Revenue
  year-over-year
  Air.
   36




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##### Table of Contents



Non-air and Other. year-over-year
      Cost of
    Revenue
    Selling,
    General and Administrative
   37




---



##### Table of Contents



Marketing
    Depreciation
    and Amortization
    Impairment
    of Goodwill and Intangible Assets
    Interest
    Expense, Net
   38




---



##### Table of Contents



(Benefit)
    Provision for Income Taxes
      Related
    Party Transactions
    Seasonality
    LIQUIDITY
    AND CAPITAL RESOURCES
  Liquidity
     39




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##### Table of Contents



40




---



##### Table of Contents



Cash
    Flows
    Nine Months Ended September 30,2008


2007(in millions)Beginning cash and cash equivalents

$
25


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


121



65Investing activities


(42
)


(67
)Financing activities






25Effect of changes in exchange rates on cash and cash equivalents


(1
)


3Net increase in cash and cash equivalents


78



26Ending cash and cash equivalents

$
103


$
44   Operating
    Activities
      Investing
    Activities
    Financing
    Activities
   41




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##### 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.       42




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##### Table of Contents



Financial
    Obligations
  Commitments
    and Contingencies
          Contractual
    Obligations
  Form 10-K/A.
  Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  Surety
    Bonds and Bank Guarantees
    CRITICAL
    ACCOUNTING POLICIES
  Form 10-K/A
 43




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Foreign
    Currency Risk
    Transaction
    Exposure
    Translation
    Exposure
    Interest
    Rate Risk
    Sensitivity
    Analysis
   44




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##### Table of Contents



Item 4.
    Controls
    and Procedures.    Item 4T.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    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 45




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##### Table of Contents




    incomplete evaluation and documentation of the policies and
    procedures to be used for external financial reporting,
    accounting and income tax purposes.    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/A Form 10-Q
 46




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##### Table of Contents



Litigation
    Relating to Hotel Occupancy Taxes
          Vanguard
    Car Rental USA Inc. v. Orbitz Worldwide, Inc.
      Item 1A.
    Risk
    Factors.  Form 10-K/A. Form 10-K/A.
  Our
    results of operations could be materially adversely impacted by
    macroeconomic factors that are outside of our
    control.
   47




---



##### Table of Contents



and/or
  The
    global financial crisis may negatively impact liquidity and
    limit our ability to access the credit markets on attractive or
    acceptable terms.
      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)July 1, 2008 to July 31, 2008














August 1, 2008 to August 31, 2008


324


$
6.35







September 1, 2008 to September 30, 2008














Total


324


$
6.35







   (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 third 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.   48




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##### Table of Contents



Item 5.
    Other
    Information.    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

Amendment, effective February 1, 2008, between Amadeus IT Group,
    S.A. and ebookers Limited.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.     
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment filed separately with the SEC. 49




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##### Table of Contents



SIGNATURES    ORBITZ WORLDWIDE, INC.Date: November 12, 2008

By: /s/  Steven
    BarnhartSteven
    BarnhartPresident, Chief Executive Officer and Director
    (Principal Executive Officer)Date: November 12, 2008

By: /s/  Marsha
    C. WilliamsMarsha
    C. WilliamsSenior Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: November 12, 2008

By: /s/  John
    W. BosshartJohn
    W. BosshartVice President of Global Accounting and External Reporting
    (Principal Accounting Officer)  50