8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 16, 2014

ORBITZ WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-33599	20-5337455
(Commission File Number)	(I.R.S. Employer Identification No.)
500 W. Madison Street, Suite 1000, Chicago, Illinois	60661
(Address of Principal Executive Offices)	(Zip Code)

(312) 894-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The information in Item 7.01 of this Form 8-K, “Regulation FD Disclosure,” regarding the Company’s preliminary results for the second quarter ended June 30, 2014 is incorporated herein by reference and is furnished to, but not filed with, the Securities and Exchange Commission in this Item 2.02.

Item 7.01 REGULATION FD DISCLOSURE

On July 16, 2014, Orbitz Worldwide, Inc. (the “Company”) issued a press release announcing an underwritten public offering of 20,000,000 shares of its common stock by an affiliate of Travelport Limited (the “Selling Stockholder”). The underwriter has a 30-day option to purchase up to an additional 3,000,000 shares from the Selling Stockholder. The Company will not receive any proceeds from the offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

On July 16, 2014, the Company issued a press release regarding its preliminary results for the second quarter ended June 30, 2014. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated July 16, 2014, announcing launch of underwritten public offering
99.2	Press Release, dated July 16, 2014, announcing preliminary results for the quarter ended June 30, 2014

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 hereunto duly authorized.

	ORBITZ WORLDWIDE, INC.
Dated: July 16, 2014	By:	/s/ James F. Rogers
	Name:	James F. Rogers
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated July 16, 2014, announcing launch of underwritten public offering
99.2	Press Release, dated July 16, 2014, announcing preliminary results for the quarter ended June 30, 2014

EX-99.1

Exhibit 99.1

Orbitz Worldwide Announces Secondary Common Stock Offering by Selling Stockholder

Chicago, July 16, 2014 – Orbitz Worldwide, Inc. (NYSE: OWW) today announced an underwritten public offering of 20 million shares of its common stock by an affiliate of Travelport Limited (the “Selling Stockholder”). The underwriter has a 30-day option to purchase up to an additional 3 million shares from the Selling Stockholder. Orbitz Worldwide will not receive any proceeds from the offering.

Credit Suisse Securities (USA) LLC is serving as the lead book-running manager. Credit Suisse Securities (USA) LLC may offer the shares of common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The offering of securities is made only by means of a written prospectus and related prospectus supplement, which together will form a part of Orbitz Worldwide’s effective registration statement. The prospectus and prospectus supplement relating to the offering will be filed with the U.S. Securities and Exchange Commission (“SEC”) and will be available on the SEC’s website at www.sec.gov. Alternatively, when available, copies of the prospectus and prospectus supplement relating to this offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, or by calling 800-221-1037 or by emailing a request to newyork.prospectus@credit-suisse.com.

The shares are being offered pursuant to an effective registration statement filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Orbitz Worldwide

Orbitz Worldwide (NYSE: OWW) is a leading global online travel company using technology to transform the way consumers around the world plan and purchase travel. Orbitz Worldwide operates the consumer travel planning sites Orbitz (orbitz.com), ebookers (ebookers.com), HotelClub (hotelclub.com) and CheapTickets (cheaptickets.com). Also within the Orbitz Worldwide family, Orbitz Partner Network (orbitz.com/OPN) delivers private label travel technology solutions to a broad range of partners including some of the world`s largest airlines and travel agencies, and Orbitz for Business (orbitzforbusiness.com) delivers managed travel solutions for companies of all sizes. Orbitz Worldwide makes investor relations information available at investors.orbitz.com.

Media Contact:

+1-312-894-6890

press@orbitz.com

Investor Contact:

Brian Wolf

+1-312-260-8301

OWWIR@orbitz.com

EX-99.2

Exhibit 99.2

Orbitz Issues Preliminary Second Quarter 2014 Operating Results

Chicago, July 16, 2014 – Orbitz Worldwide, Inc. (NYSE: OWW) today announced preliminary results for the second quarter ended June 30, 2014.

Although the company’s financial results for the second quarter 2014 have not been finalized, the following preliminary, unaudited information reflects the company’s expectations with respect to financial results for the three months ended June 30, 2014 based on all currently available information. The company’s independent auditor has not reviewed or performed any procedures with respect to the preliminary estimated financial results, and therefore actual results may vary materially from these preliminary results.

The company expects:

• Stayed room night growth for the second quarter of 20 percent year-over-year

• Net revenue for the second quarter to be approximately $248 million

• Adjusted EBITDA for the second quarter to be approximately $45 million

• June 30, 2014 available liquidity to be approximately $345 million (composed of cash and cash equivalents of approximately $265 million and $80 million available on a revolving credit facility)

The company expects to announce its full second quarter 2014 results on August 7, 2014.

Forward-Looking Statements

This release may contain forward-looking statements that involve risks, uncertainties and other factors concerning, among other things, the company’s expected financial performance and its strategic operational plans. The results presented are unaudited. The company’s actual results and the effects of future plans, strategies or events could differ materially from those expressed or implied by such forward-looking statements and reported results should not be considered as an indication of future performance. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed or implied by the forward-looking statements in this release include, but are not limited to, the company’s ability to effectively compete in the travel industry; trends, declines, or disruptions affecting the travel industry or the level of travel activity, particularly air travel; the termination of any major supplier’s participation on the company’s websites; the company’s ability to renegotiate supplier agreements on acceptable terms; change in airline distribution economics; the company’s ability to maintain and protect its information technology and intellectual property; Travelport’s ownership in and influence over the operation of our business in light of the

potentially divergent interests of the company and Travelport; the outcome of pending litigation; system-related failures, interruptions, or security breaches; risks related to the company’s level of indebtedness; risks associated with doing business in multiple currencies and international markets; and general economic and business conditions. More information regarding these and other risks, uncertainties and factors is contained in the section entitled “Risk Factors” in the company’s filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov or the company’s Investor Relations website at investors.orbitz.com. You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date of this release.

About Orbitz Worldwide

Orbitz Worldwide (NYSE: OWW) is a leading global online travel company using technology to transform the way consumers around the world plan and purchase travel. Orbitz Worldwide operates the consumer travel planning sites Orbitz (www.orbitz.com), ebookers (www.ebookers.com), HotelClub (www.hotelclub.com) and CheapTickets (www.cheaptickets.com). Also within the Orbitz Worldwide family, Orbitz Partner Network (www.orbitz.com/OPN) delivers private label travel technology solutions to a broad range of partners including some of the world’s largest airlines and travel agencies, and Orbitz for Business (www.orbitzforbusiness.com) delivers managed travel solutions for companies of all sizes. Orbitz Worldwide makes investor relations information available at investors.orbitz.com.

Media Contact:

+1-312-894-6890

press@orbitz.com

Investor Contact:

Brian Wolf

+1-312-260-8301

OWWIR@orbitz.com